File No. 33-59117
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2
TO
FORM S-6
For Registration Under the Securities Act of 1933 of Securities of
Unit Investment Trusts Registered on Form N-8B-2.
A. Exact name of Trust:
PAINEWEBBER EQUITY TRUST, GROWTH STOCK
SERIES 19
B. Name of Depositor:
PAINEWEBBER INCORPORATED
C. Complete address of Depositor's principal executive office:
PAINEWEBBER INCORPORATED
1285 Avenue of the Americas
New York, New York 10019
D. Name and complete address of agents for service:
PAINEWEBBER INCORPORATED
Attention: Mr. Robert E. Holley
1200 Harbor Blvd.
Weehawken, New Jersey 07087
(x) Check if it is proposed that this filing should become effective
(immediately upon filing or on June 17, 1999) pursuant to paragraph
(b) of Rule 485.
E. Total and amount of securities being registered:
An indefinite number of units of Beneficial Interest pursuant to Rule
24f-2 under the Investment Company Act of 1940.
F. Proposed maximum offering price to the public of the securities being
registered:
Indefinite pursuant to Rule 24f-2
G. Amount of filing fee, computed at one-thirty-fourth of 1 percent of the
proposed maximum aggregate offering price to the public:
In accordance with Rule 24f-2, a fee in the amount of $0 was paid on
March 29, 1999 in connection with the filing of the Rule 24f-2 Notice
for the Trust's most recent fiscal year.
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES 19
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C under the Securities Act of
1933
(Form N-8B-2 Items required by Instruction 1 as to Prospectus on
Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
1. (a)Name of Trust ) Front Cover
(b)Title of securities issued )
2. Name and address of ) Back Cover
Depositor
3. Name and address of ) Back Cover
Trustee
4. Name and address of ) Back Cover
Principal
Underwriter )
5. Organization of Trust ) The Trust
6. Execution and ) The Trust
termination of
Trust Agreement ) Termination of the Trust
7. Changes of name ) *
8. Fiscal Year ) *
9. Litigation ) *
II. General Description of the Trust and Securities of the Trust
10. General Information ) The Trust;
regarding
Trust's Securities and ) Rights of Unit
Rights
of Holders ) holders
(a) Type of Securities ) The Trust
(Registered or Bearer) )
(b) Type of Securities ) The Trust
(Registered or Bearer) )
* Not applicable, answer
negative or not required.
(c) Rights of Holders as to ) Rights of Unit
Withdrawal or ) holders
Redemption
) Redemption;
) Public Offering of Units-
) Secondary Market for Units
(d) Rights of Holders as to ) Secondary Market for
conversion, transfer, etc. ) Units Exchange Option
(e) Rights of Trust issues )
periodic payment plan ) *
certificates )
(f) Voting rights as to ) Rights of Unit
Securi-
ties, under the Indenture ) holders
(g) Notice to Holders as to )
change in )
(1)Assets of Trust ) Amendment of the
Indenture
(2)Terms and Conditions ) Administration of the
Trust-Portfolio Supervision
of Trust's Securities ) Investments
(3)Provisions of Trust ) Amendment of the
Indenture
(4)Identity of Depositor and ) Administration of the Trust
Trustee
(h) Consent of Security )
Holders
required to change )
(1)Composition of assets ) Amendment of the
Indenture
of Trust )
(2)Terms and conditions ) Amendment of the
Indenture
of Trust's Securities )
(3)Provisions of Indenture ) Amendment of the
Indenture
(4)Identity of Depositor ) Administration of the Trust
and Trustee )
11. Type of Securities ) The Trust
Comprising Units
12. Type of securities ) *
comprising
periodic payment )
certificates
13. (a)Load, fees, expenses, etc. ) Public Offering of
) Units; Expenses of the
) Trust
* Not applicable, answer
negative or not required.
(b)Certain information ) *
regarding periodic payment ) *
certificates )
(c)Certain percentages ) *
(d)Certain other fees, etc. ) Expenses of the Trust
payable by holders ) Rights of Unitholders
(e)Certain profits receivable ) Public Offering of
by depositor, principal ) Units
underwriters, trustee or ) Public Offering of Units
affiliated persons ) Market for Units
(f)Ratio of annual charges to ) *
income )
14. Issuance of Trust's ) The Trust
securities
) Public Offering of Units
15. Receipt and handling of ) *
payments from )
purchasers
16. Acquisition and ) The Trust; Administration
disposition of
underlying securities ) of the Trust; Termination
) of Trust
17. Withdrawal or ) Redemption
redemption
) Public offering of Units
) -Secondary Market for
) -Exchange Option
) -Conversion Option
18. (a)Receipt and disposition of ) Distributions of
income ) Unitholders
(b)Reinvestment of ) *
distributions
(c)Reserves or special fund ) Distributions to
) Unitholders; Expenses of
Trust
(d)Schedule of distribution ) *
19. Records, accounts and ) Distributions
report
) Administration
) of the Trust
20. Certain miscellaneous ) Administration of the Trust
pro-
visions of Trust )
agreement
21. Loans to security ) *
holders
22. Limitations on liability ) Sponsor, Trustee
23. Bonding arrangements ) Included in Form N-8B-2
24. Other material ) *
provisions of
trust agreement )
* Not applicable, answer
negative or not required.
III. Organization
Personnel and Affiliated
Persons of Depositor
25. Organization of ) Sponsor
Depositor
26. Fees received by ) Public Offering of
Depositor
) Units Expenses of the Trust
27. Business of Depositor ) Sponsor
28. Certain information as to ) Sponsor
officials and affiliated )
persons of Depositor )
29. Voting securities of ) *
Depositor
30. Persons controlling ) Sponsor
Depositor
31. Payments by Depositor ) *
for
certain other services )
rendered to Trust )
32. Payments by Depositor ) *
for
certain other services )
rendered to Trust )
33. Remuneration of ) *
employees of
Depositor for certain )
services
rendered to Trust )
34. Remuneration of other ) *
persons
for certain services )
rendered
to Trust )
IV. Distribution and Redemption of Securities
35. Distribution of Trust's ) Public Offering of Units
securities by states )
36. Suspension of sales of ) *
Trust's
securities )
37. Revocation of authority ) *
to
distribute )
38. (a)Method of distribution ) Public Offering of Units
(b)Underwriting agreements )
(c)Selling agreements ) Sponsor
* Not applicable, answer
negative or not required.
39. (a)Organization of principal ) Sponsor
underwriter )
(b)N.A.S.D. membership of ) Sponsor
principal underwriter )
40. Certain fees received by ) Public Offering Price of
principal underwriter ) Units
41. (a)Business of principal ) Sponsor
underwriter )
(b)Branch officers of ) *
principal underwriter )
(c)Salesman of principal ) *
underwriter )
42. Ownership of Trust's ) *
securities
by certain persons )
43. Certain brokerage ) *
commissions
received by principal )
underwriter )
44. (a)Method of valuation ) Public Offering Price of
) Units
(b)Schedule as to offering ) *
price )
(c)Variation in Offering ) Public Offering Price of
price to certain persons ) Units
45. Suspension of ) *
redemption rights
46. (a)Redemption valuation ) Public Offering of Units
) -Secondary Market for Units
) -Valuation
(b)Schedule as to redemption )
price )
V. Information concerning the Trustee or Custodian
47. Maintenance of position ) Public Offering of Units
in
underlying securities ) Redemption
) Trustee
) Evaluation of the Trust
48. Organization and )
regulation of
Trustee ) Trustee
49. Fees and expenses of ) Expenses of the Trust
Trustee
50. Trustee's lien ) Expenses of the Trust
* Not applicable, answer
negative or not required.
VI. Information
concerning Insurance of
Holders of Securities
51. (a)Name and address of ) *
Insurance Company )
(b)Type of policies ) *
(c)Type of risks insured and ) *
excluded )
(d)Coverage of policies ) *
(e)Beneficiaries of policies ) *
(f)Terms and manner of ) *
cancellation )
(g)Method of determining ) *
premiums )
(h)Amount of aggregate ) *
premiums paid )
(i)Who receives any part of ) *
premiums )
(j)Other material provisions ) *
of the Trust relating to )
insurance )
VII. Policy of Registrant
52. (a)Method of selecting and ) The Trust;
eliminating securities ) Administration of the Trust
from the Trust )
(b)Elimination of securities ) *
from the Trust )
(c)Policy of Trust regarding ) Portfolio Supervision
) Administration of Trust
substitution and
elimination of securities )
(d)Description of any funda- ) Administration of
mental policy of the Trust ) Trust
) Portfolio Supervision
53. (a)Taxable status of the ) Tax status of the Trust
Trust )
(b)Qualification of the Trust ) Tax status of the Trust
as a mutual investment )
company )
* Not applicable, answer
negative or not required.
VIII. Financial and
Statistical Information
54. Information regarding ) *
the
Trust's past ten fiscal )
years
55. Certain information ) *
regarding
periodic payment plan )
certificates )
56. Certain information ) *
regarding
periodic payment plan )
certificates )
57. Certain information ) *
regarding
periodic payment plan )
certificates )
58. Certain information ) *
regarding
periodic payment plan )
certi-
ficates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to ) Condition
Form S-6)
* Not applicable, answer
negative or not required.
PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES NINETEEN
(Demogrowthics)
(A Unit Investment Trust)
2,547,000 Units
Portfolio of Common Stocks
Designed for Above-Average Capital Appreciation
Annual Capital Distributions
This Prospectus consists of two parts: Part A and
Part B. Parts A and B should both be attached for
this Prospectus to be complete.
The Securities and Exchange Commission has not
approved or disapproved these Securities or
passed upon the adequacy of this Prospectus. Any
representation to the contrary is a criminal
offense.
SPONSOR:
PAINEWEBBER INCORPORATED
PROSPECTUS PART A DATED JUNE 17, 1999
No person is authorized to give any information
or make any representations about this Trust not
contained in this Prospectus, and you should not
rely on any other information. Read and keep both
parts of this prospectus for future reference.
Table of Contents
Part A Page
Brief Description of the Trust's
Investment Portfolio........... ...... A - 3
Is this Trust Appropriate for You? A - 4
Summary of Risks. A - 4
Essential Information Regarding the Trust A - 6
Report of Independent Auditors. A - 7
Statement of Financial Condition A - 8
Statement of Operations A - 9
Statement of Changes in Net Assets A - 10
Notes to Financial Statements A - 11
Schedule of Investments A - 12
Part B
The Composition of the Trust's Portfolio B - 1
About the Trust...........................B - 2
Risk Factors and Special Considerations...B - 2
Federal Income Taxes......................B - 4
Public Offering of Units..................B - 5
Public Offering Price..................B - 5
Sales Charge and Volume Discount.......B - 5
Employee Discount......................B - 6
Exchange Option........................B - 6
Conversion Option......................B - 7
Distribution of Units..................B - 7
Secondary Market for Units.............B - 7
Sponsor's Profits......................B - 8
Redemption................................B - 8
Valuation.................................B - 9
Comparison of Public Offering Price and
Redemption Value.................. B - 10
Expenses of the Trust.....................B - 10
Rights of Unitholders.....................B - 11
Distributions.............................B - 11
Administration of the Trust...............B - 11
Accounts........................... B - 11
Reports and Records....................B - 11
Portfolio Supervision..................B - 12
Reinvestment Plan......................B - 12
Amendment of the Indenture................B - 13
Termination of the Trust..................B - 13
Sponsor...................................B - 13
Trustee...................................B - 14
Independent Auditors......................B - 14
Legal Opinions.......................... B - 14
PAINEWBBER EQUITY TRUST, GROWTH STOCK SERIES
NINETEEN
(Demogrowthics) - PART A
Brief Description of the Trust's Investment
Portfolio
1. The Trust's Objective.
The Trust seeks to provide capital appreciation
through an investment primarily in a portfolio of
common stocks issued by a variety of domestic
companies.
PaineWebber selected the stocks in the Trust's
Portfolio on March 25, 1997 by choosing stocks it
believed were "growth stocks", meaning those
stocks whose earnings growth rate is greater than
that of the market as a whole, as measured
against the Standard & Poor's 500 Index*.
PaineWebber chose these stocks for their capital
appreciation potential, not for their income
potential. Many of the stocks currently pay
little or no dividend income.
As of February 28, 1999, 100% of the Trust's
Portfolio was invested in common stocks as
described briefly below.
2. Brief Description of the Trust's Portfolio.
The Trust is a unit investment trust which means
that, unlike a mutual fund, the Trust's Portfolio
is not managed and stocks are not sold because of
market changes.
The Trust plans to hold until its termination a
diversified portfolio of stocks which PaineWebber
selected on March 25, 1997, the first day of the
Trust. As of that date, PaineWebber believed
that the stocks selected were issued by companies
that were likely to benefit from continued growth
in the consumer sector of the U.S. economy.
In choosing the stocks in the portfolio on March
25, 1997, PaineWebber first identified what it
believed to be the three demographic segments of
the U.S. economy which it believed were growing
particularly rapidly and therefore would be the
key to what PaineWebber believes is a "Consumer
Comeback" through their strong consumer spending.
PaineWebber uses the term "demogrowthics" to
describe these three major consumer groups and
their ability to fuel growth in the U.S. economy
and through their strong consumer spending power.
The three key "demogrowthics" PaineWebber
identified are: (1) Aging Baby Boomers, (2)
Generation Y and (3) Senior Seniors. (See "The
Composition of the Portfolio" in Part B of this
Prospectus for a more detailed discussion.)
On February 28, 1999, the aggregate market value
of the Trust Portfolio was $31,640,676. The
common stocks in the Trust's Portfolio have been
issued by companies who receive income and derive
revenues from multiple industry sources, but
whose primary industry is listed in the "Schedule
of Investments" in this Prospectus Part A.
Approximate Percent
of Aggregate
Primary Industry Source Market Value of the Trust
Aerospace/Defense .09%
Airlines 3.01%
Automobile & Trucks 2.19%
(Continued)
__________________
* The Standard & Poor's 500 Index is an unmanaged
index which, in PaineWebber's opinion, constitutes
a broadly diversified, representative segment of
the market of publicly traded stocks in the United
States.
Approximate
Percent
of Aggregate
Market Value
Primary Industry Source of the Trust
Automobile Parts-Original Equipment 1.54%
Beverages 3.41%
Building & Construction Products 4.54%
Commercial Services 1.05%
Computer Hardware/Software 9.52%
Cosmetics & Toiletries 7.25%
Electronics/Semi-Conductor 4.68%
Entertainment 9.06%
Financial Banks 4.39%
Funeral Services & Related Items .73%
Hotels 1.48%
Household Appliances .27%
Leisure & Recreational Products .41%
Medical-Biomedical/Gene 3.95%
Medical-Hospital Management 1.73%
Medical Products & Instruments 7.03%
Paper & Related Products 1.33%
Protection Services-Safety .43%
Publishing-Newspapers 3.54%
REITS-Hotel/Restaurant 1.44%
REITS-Regional Malls 2.92%
Retail Apparel Stores 6.37%
Retail Food Stores 2.49%
Retail Jewelry Stores 1.93%
Retail-Miscellaneous/Diversified 3.15%
Retail-Office Supplies 7.19%
Retail-Restaurants .49%
Therapeutics 2.39%
Is this Trust Appropriate for You?
Yes, if you are seeking capital
appreciation over the life of the Trust by
investing in common stocks issued by companies
which PaineWebber selected for their growth
potential. You will benefit from a professionally
selected portfolio whose risk is reduced by
investing in stocks of several different issuers.
No, if you want a speculative investment
that changes to take advantage of market
movements, if you are unable or unwilling to
assume the risks involved generally with equity
investments or if you need current income.
Summary of Risks
You can lose money by investing in the
Trust. This can happen for various reasons. A
further discussion of the risks summarized below
can be found in Part B of this Prospectus.
1. Risks of Investing in the Trust
Certain risks are involved with an
investment in a unit trust which holds common
stocks. For example:
The Trust, unlike a mutual fund, is not "managed"
and stocks will not be sold by the Trust to take
advantage of market fluctuations.
The Trust Portfolio may not remain constant
during the life of the Trust. The Trustee may be
required to sell stocks to pay Trust expenses, to
tender stocks under certain circumstances or to
sell stocks in the event certain negative events
occur.
The sale of stocks from the Trust in the period
prior to termination and upon termination may
result in a lower amount than might otherwise be
realized if such sale were not required at such
time due to impending or actual termination of
the Trust. For this reason, among others, the
amount you receive upon termination may be less
than the amount you paid.
If many investors sell their Units, the Trust
will have to sell stocks. This could reduce the
diversification of your investment and increase
your share of Trust expenses.
The price of your Units depends upon the full
range of economic and market influences including
the prices of equity securities, the condition of
the stock markets and other economic influences
that affect the global or United States economy.
Assuming no changes occur in the prices of the
stocks held by the Trust, the price you paid for
your Units will generally be less than the price
you paid because your purchase price included a
sales charge.
The stocks in the Trust's Portfolio will
generally trade on a domestic stock exchange or
in the over-the-counter market. PaineWebber
cannot assure you that a liquid trading market
will exist. The value of the Trust's Portfolio,
and of your investment, may be reduced if trading
in one or more stocks is limited or absent.
Additional stocks and Treasury obligations may be
acquired by the Trust when additional Units are
to be offered to the public. Costs incurred in
acquiring such additional stocks and Treasury
obligations will be borne by the Trust.
Unitholders will experience a dilution of their
investment as a result of such brokerage fees and
other expenses paid by the Trust during the
additional deposits of securities purchased by
the Trustee with cash or cash equivalents.
2. Risks of Investing in Stocks
Investing always involves risk. The risks
described below are the most significant risks
associated with investing in the stocks held by
the Trust.
Holders of common stocks such as those held by
the Trust have rights that are generally inferior
to the holders of debt obligations or preferred
stocks.
Common stocks are not obligations of the issuer.
Therefore, they do not provide any assurance of
income or provide the degree of protection of
debt securities.
The stocks held by the Trust can be expected to
fluctuate in value depending on a wide variety of
factors, such as economic and market influences
affecting corporate profitability, financial
condition of issuers, changes in worldwide or
national economic conditions, the prices of
equity securities in general and the Trust's
stocks in particular.
Year 2000 Problem Risk
Many computer systems were designed in such a way
that they may be unable to distinguish between
the year 2000 and the year 1900 and therefore may
not properly process and calculate date-related
information and data (commonly known as the "Year
2000 Problem"). As with all investment and
financial companies, the Year 2000 Problem may
have an adverse impact upon the Trust. The
Sponsor and the Trustee are taking steps to
address the year 2000 Problem with respect to the
computer systems they use and to obtain
reasonable assurances that similar steps are
being taken by the Trust's other service
providers. At this time, however, there can be no
assurance that these steps will be sufficient to
avoid any adverse impact to the Trust. The year
2000 Problem is expected to have an impact on all
corporations, including those whose stocks are
contained in the Trust's Portfolio. The Sponsor
cannot predict what impact, if any, the year 2000
Problem will have on the stocks in the Trust.
<TABLE>
ESSENTIAL INFORMATION REGARDING THE TRUST
<CAPTION>
As of February 28, 1999
Sponsor: PaineWebber Incorporated
Co-Trustees: Investors Bank & Trust Co. and
The First National Bank of Chicago
Initial Date of Deposit: March 25, 1997
<S> <C>
Aggregate Market Value of Securities in Trust: $31,640,676
Number of Units: 2,547,000
Fractional Undivided Interest in the Trust Represented by
Each Unit: 1/2,547,000th
Calculation of Public Offering Price Per Unit*
Aggregate Value of Net Assets in Trust $31,669,752
Divided by 2,547,000 Units $12.4341
Plus Sales Charge of 3.25% of Public Offering Price $.4177
Public Offering Price per Unit $12.8518
Redemption Value per Unit: $12.4341
Excess of Public Offering Price over Redemption Value per Unit: $.4177
Sponsor's Repurchase Price Per Unit: $12.4341
Excess of Public Offering over Sponsor's Repurchase Price per Unit: $.4177
Evaluation Time: 4 P.M. New York Time
Distribution Dates* *: January 20, April 20, July 20,
October 20
Record Dates: March 31, June 30, September 30,
December 31
Mandatory Termination Date: June 30, 2000
Discretionary Liquidation Amount: 50% of the value of the Securities
upon completion of the deposit of
the Securities
Estimated Annual Expenses of the Trust* * * $.0295 per Unit
* The Public Offering Price will be based
upon the value of the Stocks next computed
following
receipt of the purchase order plus the
applicable sales charges. (See "Valuation").
* * See "Distributions"
* * * See "Expenses of Trust". Estimated
dividends from the Stocks, based upon last
dividends actually
paid, are expected by the Sponsor to be
sufficient to pay estimated expenses of the Trust.
</TABLE>
<TABLE>
REPORT OF INDEPENDENT AUDITORS
<S> <C>
THE UNITHOLDERS, SPONSOR AND CO-TRUSTEES
THE PAINEWEBBER EQUITY TRUST, GROWTH STOCK
NINETEEN:
We have audited the accompanying statement of
financial condition of The PaineWebber Equity
Trust, Growth Stock Series Nineteen, including
the schedule of investments, as of February 28,
1999 and the related statements of operations and
changes in net assets for the year ended February
28, 1999 and for the period from March 25, 1997
(Initial Date of Deposit) to February 28, 1998.
These financial statements are the responsibility
of the Co-Trustees. Our responsibility is to
express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with
generally accepted auditing standards. Those
standards require that we plan and perform the
audit to obtain reasonable assurance about
whether the financial statements are free of
material misstatement. An audit includes
examining, on a test basis, evidence supporting
the amounts and disclosures in the financial
statements. Our procedures included confirmation
of the securities owned as of February 28, 1999,
as shown in the statement of financial condition
and schedule of investments, by correspondence
with the Co-Trustees. An audit also includes
assessing the accounting principles used and
significant estimates made by the Co-Trustees, as
well as evaluating the overall financial
statement presentation. We believe that our
audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements
referred to above present fairly, in all material
respects, the financial position of The
PaineWebber Equity Trust, Growth Stock Series
Nineteen at February 28, 1999 and the results of
its operations and changes in its net assets for
the year ended February 28, 1999 and for the
period from March 25, 1997 to February 28, 1998,
in conformity with generally accepted accounting
principles.
ERNST & YOUNG LLP
New York, New York
June 8, 1999
</TABLE>
<TABLE>
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES NINETEEN
STATEMENT OF FINANCIAL CONDITION
February 28, 1999
<CAPTION>
ASSETS
<S> <C> <C>
Common Stock - at market value (Cost $24,770,253)
(note 1 to schedule of investments) $31,640,676
Dividends receivable 20,002
Accounts Receivable - Securities Sold 393,644
Prepaid Expenses 40,872
Total Assets $32,095,194
LIABILITIES AND NET ASSETS
Redemptions payable $381,981
Accrued expenses payable 20,937
Advance from Trustee 22,524
Total Liabilities $425,442
Net assets (2,547,000 units of fractional undivided interest outstanding):
Cost of 2,547,000 units (note B) $25,602,329
Less sales charge (note C) (832,076)
Net amount applicable to investors 24,770,253
Net unrealized market appreciation (note D) 6,870,423
Net amount applicable to unitholders 31,640,676
Undistributed investment income-net 23,463
Undistributed proceeds from securities sold 5,613
Net assets 31,669,752
Total liabilities and net assets $32,095,194
Net asset value per Unit $12.4341
See accompanying notes to financial statements.
</TABLE>
<TABLE>
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES NINETEEN
STATEMENT OF OPERATIONS
<CAPTION>
For the Period
from March 25,
1997 (initial date
Year Ended of deposit) to
February 28, February 28,
1999 1998
<S> <C> <C>
Operations:
Dividend Income $329,819 $257,433
Total investment income 329,819 257,433
Less expenses:
Trustee's fees, expenses and evaluator's expense 113,561 94,146
Total expenses 113,561 94,146
Investment Income-net 216,258 163,287
Realized and unrealized gain (loss) on investments-net:
Net realized gain (loss) on securities transactions 1,310,259 (17,483)
Net change in unrealized market appreciation 396,005 6,474,418
Net realized and unrealized gain on investments 1,706,264 6,456,935
Net increase in net assets resulting from operations $1,922,522 $6,620,222
See accompanying notes to financial statements.
</TABLE>
<TABLE>
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES NINETEEN
STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
For the Period
from March 25,
1997 (initial date
Year Ended of deposit) to
February 28, February 28,
1999 1998
<S> <C> <C>
Operations:
Investment income-net $216,258 $163,287
Net realized gain (loss) on securities transactions 1,310,259 (17,483)
Net change in unrealized market appreciation 396,005 6,474,418
Net increase in net assets resulting from operations 1,922,522 6,620,222
Less: Distributions to Unitholders (Note E)
Principal 812,995 ---
Investment Income 217,101 140,369
Total Distributions 1,030,096 140,369
Less: Units Redeemed By Unitholders (Note F)
Value of units redeemed at date of redemption 5,857,258 786,166
Undistributed income at date of redemption 4,177 1,004
Total Redemptions 5,861,435 787,170
Increase (decrease) in net assets (4,969,009) 5,692,683
Net Assets:
Beginning of Period 36,638,761 ---
Supplemental Deposits --- 30,946,078
End of Period $31,669,752 $36,638,761
See accompanying notes to financial statements.
</TABLE>
<TABLE>
NOTES TO FINANCIAL STATEMENTS
February 28, 1999
(A) The financial statements of the Trust are
prepared on the accrual basis of accounting.
Security transactions are accounted for on the
date the securities are purchased or sold.
(B) Cost to investors represents the initial
public offering price as of the initial date of
deposit, and the value of units through
supplemental deposits computed on the basis set
forth under "Public Offering Price of Units".
(C) Sales charge in the Initial Public Offering
period was 3.25% (3.36% of the net amount
invested). See "Public Offering of Units - Sales
Charge and Volume Discount", for information
relating to the secondary market.
(D) At February 28, 1999, the gross unrealized
market appreciation was $10,895,806 and the gross
unrealized market depreciation was ($4,025,383).
The net unrealized market appreciation was
$6,870,423.
(E) Regular distributions of net income and
principal receipts not used for redemption of
units are made quarterly. Special distributions
may be made as the Sponsor and Trustee deem
necessary to comply with income tax regulations.
(F) The following units were redeemed with
proceeds of securities sold as follows:
<CAPTION>
For the Period
from March 25,
1997 (initial date
Year Ended of deposit) to
February 28, February 28,
1999 1998
<S> <C> <C>
Total number of units redeemed ... 482,000 71,000
Redemption amount $5,861,435 $787,170
The following units were sold through supplemental deposits:
Number of units sold --- 3,000,000
Value of amount, net of sales charge --- $29,978,578
</TABLE>
<TABLE>
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES NINETEEN
SCHEDULE OF INVESTMENTS
As of February 28, 1999
<CAPTION>
COMMON STOCKS (100%)
Name of Issuer Number of Shares Market Value(1)
<C> <C> <C>
Aerospace/Defense: (.09%)
Raytheon Corporation (2) 539 $28,500
Airlines: (3.01%)
AMR Corporation* 11,369 630,269
Northwest Airlines Corporation* 12,855 321,375
Automobile & Trucks: (2.19%)
General Motors Company 8,407 694,103
Automobile Parts-Original Equipment: (1.54%)
Lear Corporation* 13,844 488,866
Beverages: (3.41%)
The Coca-Cola Company 8,158 521,602
PepsiCo, Inc. 14,832 558,054
Building & Construction Products: (4.54%)
Lowes Companies, Inc. 24,221 1,436,608
Commercial Services: (1.05%)
Cendant Corporation* (3) 19,969 330,737
Computer Hardware/Software: (9.52%)
Compaq Computer Corporation 32,134 1,132,723
Microsoft Corporation* 10,378 1,557,997
Seagate Technology, Inc.* 11,122 321,843
Cosmetics & Toiletries: (7.25%)
Colgate-Palmolive Company 8,900 755,387
Gillette Company 12,361 662,859
Procter & Gamble Company 7,879 705,171
Revlon, Inc.* 12,112 171,082
Electronics/Semi-Conductor: (4.68%)
Intel Corporation 7,426 890,656
Motorola, Inc. 8,390 589,398
Entertainment: (9.06%)
The Walt Disney Company 19,279 678,380
Time Warner, Inc. 21,752 1,403,004
Tribune Company 11,862 786,599
Financial Banks: (4.39%)
First Union Corporation 10,379 553,330
Mellon Bank Corporation 12,364 836,115
Funeral Services & Related Items: (.73%)
Service Corporation International 15,079 231,840
Hotels: (1.48%)
Promus Hotel Corporation* 13,259 466,551
Household Appliances: (.27%)
Sunbeam Corporation, Inc. 14,840 86,258
Leisure & Recreational Products: (.41%)
West Marine, Inc.* 13,844 130,653
Medical-Biomedical/Gene: (3.95%)
Amgen, Inc.* 8,407 1,049,824
Diacrin, Inc.* 37,326 200,627
Medical-Hospital Management: (1.73%)
Health Management Associates, Inc.* 42,268 546,842
Medical Products & Instruments: (7.03%)
Boston Scientific Corporation* 14,834 393,101
Johnson & Johnson 8,407 717,748
Medtronic, Inc. 15,767 1,113,544
(Continued)
</TABLE>
<TABLE>
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES NINETEEN
SCHEDULE OF INVESTMENTS
As of February 28, 1999
<CAPTION>
COMMON STOCKS (100%)
Name of Issuer Number of Shares Market Value(1)
<C> <C> <C>
Paper & Related Products: (1.33%)
Kimberly-Clark Corporation 8,899 $420,478
Protection Services-Safety: (.43%)
Rural/Metro Corporation* 15,083 134,804
Publishing-Newspapers: (3.54%)
Belo (A.H.) Corporation 26,208 475,020
New York Times Company 20,772 643,932
REITS-Hotel/Restaurant: (1.44%)
FelCor Lodging Trust Inc. (6) 13,595 321,182
Patriot American Hospitality, Inc. (4) 24,477 133,094
REITS-Regional Malls: (2.92%)
General Growth Properties 15,819 533,891
Simon Property Group, Inc. (7) 15,326 389,855
Retail Apparel Stores: (6.37%)
Gap, Inc. 31,149 2,014,951
Retail Food Stores: (2.49%)
Albertson's, Inc. 13,844 789,108
Retail Jewelry Stores: (1.93%)
Claire's Stores, Inc. 27,615 609,256
Retail-Miscellaneous/Diversified: (3.15%)
Petco Animal Supplies, Inc.* 21,505 173,384
Starbucks Corporation* 15,573 823,422
Retail-Office Supplies: (7.19%)
Office Depot, Inc.*(8) 22,991 820,491
Staples, Inc.* 49,500 1,455,612
Retail-Restaurants: (.49%)
Planet Hollywood International, Inc.* 25,958 63,273
Tricon Global Restaurants, Inc.*(5) 1,482 91,884
Therapeutics: (2.39%)
Agouron Pharmaceuticals, Inc.* 13,238 755,393
TOTAL INVESTMENTS $31,640,676
(1) Valuation of Securities was made by the Co-
Trustees as described in "Valuation".
(2) General Motors spun-off Hughes Electronics
which was merged into Raytheon Corporation.
(3) Name changed from CUC International.
(4) Wyndham Hotel Corporation was merged into
Patriot American Hospitality.
(5) PepsiCo spun-off Tricon Global Restaurants.
(6) Name changed from FelCor Suite Hotels, Inc.
(7) Name changed from Simon DeBartolo Group,
Inc.
(8) Viking Office Products subsidiary.
* Non-income producing.
</TABLE>
PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 19
PROSPECTUS PART B
PART B OF THIS PROSPECTUS MAY NOT BE DISTRIBUTED
UNLESS ACCOMPANIED BY PART A.
Part B contains a description of the important
features of the PaineWebber Equity Trust Growth
Stock Series 19 and also includes a more detailed
discussion of the investment risks that a
Unitholder might face while holding Trust Units.
THE COMPOSITION OF THE PORTFOLIO
In the fall of 1995 the future of the U.S.
consumer seemed bleak. At that time PaineWebber
asserted that this pessimism was overblown, that
in fact the conditions were in place for a
Consumer Comeback during the late 1990s and that
the consumer would once again be the driver of
American economic growth, as they were during the
early 1960s and mid-1980s.
PaineWebber believes a Consumer Comeback is now
well under way. PaineWebber notes that the
decline in layoffs, the creation of 2.4 million
new jobs driving the recent unemployment rate
down to 4.3%, and the tight labor market
producing a modest increase in real average
hourly wages over the past year is resulting in
more money in the consumer's pocket. Consumer
spending has been strong as reflected by the
price performance of many consumer-related stocks
over the past 24 months. With stock prices strong
and politicians discussing how to cut taxes,
PaineWebber notes that consumer confidence hovers
at all-time highs.
Demogrowthics--The Growth Age Groups
Focusing on consumer growth, PaineWebber has
identified three key demographic segments that it
believes are growing particularly rapidly:
1. Aging baby boomers:
PaineWebber observes that these consumers spend
heavily on recreation/entertainment, electronics,
and savings products. As they grow older and
wiser, boomers are becoming more discriminating
as to how they spend their money. Rather than
spending a disproportionate amount on clothing
and accessories as they did in their 20s and 30s,
they are more practical and direct their spending
towards their children's education and home
improvements. PaineWebber believes that the
number of Americans aged 45-54 should increase
34% between 1995 and 2005. This age group has
enormous spending power as they tend to be in
their peak earnings years.
2. Generation Y:
This Demogrowthic segment is teenagers who have
an annual spending power of $100 billion.
PaineWebber highlights three reasons why this
amount should rise over the next decade. First,
as the labor market tightens in an extended
business cycle, it is easier for teens to get
jobs. The teenage unemployment rate has declined
dramatically over the last five years, and there
is room for it to fall further as employers
scramble for entry-level workers. Second, teens
should be able to command higher wages in a tight
labor market. Third, the number of teens should
increase fairly rapidly over the next decade.
Since teenagers generally do not have to pay for
shelter or household expenses, they can spend
most of their income on discretionary items
ranging from clothes to cosmetics to fast food
and entertainment. Market researchers have found
that brand names matter to teens since what they
buy is shaping their personal appearance and
identity during a formative period in their
lives.
3. Senior Seniors:
This group is described as America's over 75 age
population which is rapidly growing and should
increase 11% over the next five years while the
overall population grows just 5%. PaineWebber
believes this group should spend less overall
than households in the 65-74 age group. But two
spending categories are exceptions: healthcare
and household operations. Indeed, healthcare
expenditures increase steadily as households get
older, so as America ages households are spending
a larger and larger share of their income on
healthcare.
PaineWebber's research professionals selected
certain stocks in the industries which they
believe will benefit from one or more of the
trends listed above. In PaineWebber's search for
such potential growth stocks, there was no
particular bias toward large capitalization or
small capitalization issues. These are common
stocks issued by companies who may receive income
and derive revenues from multiple industry
sources but whose primary industry is listed in
the "Schedule of Investments."
ABOUT THE TRUST
The Trust is one of a series of similar but
separate unit investment trusts created under New
York law by the Sponsor pursuant to a Trust
Indenture and Agreement* (the "Indenture") dated
as of the Initial Date of Deposit, between
PaineWebber Incorporated, as Sponsor and
Investors Bank & Trust Company and The First
National Bank of Chicago, N.A., as Co-Trustees
(the "Trustee"). The objective of the Trust is
capital appreciation through an investment in
equity stocks having, in Sponsor's opinion on the
Initial Date of Deposit, potential for capital
appreciation.
On the Initial Date of Deposit, the Sponsor
deposited with the Trustee confirmations of
contracts for the purchase of Stocks together
with an irrevocable letter or letters of credit
of a commercial bank or banks in an amount at
least equal to the purchase price. The value of
the Stocks was determined on the basis described
under "Valuation". In exchange for the deposit of
the contracts to purchase Securities, the Trustee
delivered to the Sponsor a receipt for Units
representing the entire ownership of the Trust.
With the deposit on the Initial Date of Deposit,
the Sponsor established a proportionate
relationship between the Securities in the Trust
(determined by reference to the number of shares
of Stock). The Sponsor may, from time to time,
cause the deposit of additional Securities in the
Trust when additional Units are to be offered to
the public, maintaining, as closely as
practicable, the original percentage relationship
between the Securities deposited on the Initial
Date of Deposit and replicating any cash or cash
equivalents held by the Trust (net of expenses).
The original proportionate relationship is
subject to adjustment to reflect the occurrence
of a stock split or a similar event which affects
the capital structure of the issuer of a Stock
but which does not affect the Trust's percentage
ownership of the common stock equity of such
issuer at the time of such event, to reflect a
sale or maturity of Security or to reflect a
merger or reorganization. Stock dividends issued
in lieu of cash dividends, if any, received by
the Trust will be sold by the Trustee and the
proceeds therefrom shall be distributed on the
next Income Account Distribution Date.
On the Initial Date of Deposit each Unit
represented the fractional undivided interest in
the Securities and net income of the Trust set
forth under "Essential Information Regarding the
Trust". However, if additional Units are issued
by the Trust (through the deposit of additional
Securities for purposes of the sale of additional
Units), the aggregate value of Securities in the
Trust will be increased and the fractional
undivided interest represented by each Unit in
the balance will be decreased. If any Units are
redeemed, the aggregate value of Securities in
the Trust will be reduced, and the fractional
undivided interest represented by each remaining
Unit in the balance will be increased. Units will
remain outstanding until redeemed upon tender to
the Trustee by any Unitholder (which may include
the Sponsor) or until the termination of the
Trust. (See "Termination of the Trust".)
RISK FACTORS AND SPECIAL CONSIDERATIONS
An investment in Units of the Trust should be
made with an understanding of the risks inherent
in an investment in common stocks in general. The
general risks are associated with the rights to
receive payments from the issuer which are
generally inferior to creditors of, or holders of
debt obligations or preferred stocks issued by,
the issuer. Holders of common stocks have a right
to receive dividends only when and if, and in the
amounts, declared by the issuer's board of
directors and to participate in amounts available
for distribution by the issuer only after all
other claims against the issuer have been paid or
provided for. By contrast, holders of preferred
stocks have the right to receive dividends at a
fixed rate when and as declared by the issuer's
board of directors, normally on a cumulative
basis, but do not participate in other amounts
available for distribution by the issuing
corporation. Dividends on cumulative preferred
stock must be paid before any dividends are paid
on common stock. Preferred stocks are also
entitled to rights on liquidation which are
senior to those of common stocks. For these
reasons, preferred stocks generally entail less
risk than common stocks.
*Reference is hereby made to said Trust Indenture
and Agreement and any statements contained herein
are qualified in their entirety by the provisions
of said Trust Indenture and Agreement.
Common stocks do not represent an obligation of
the issuer. Therefore they do not offer any
assurance of income or provide the degree of
protection of debt securities. The issuance of
debt securities or even preferred stock by an
issuer will create prior claims for payment of
principal, interest and dividends which could
adversely affect the ability and inclination of
the issuer to declare or pay dividends on its
common stock or the rights of holders of common
stock with respect to assets of the issuer upon
liquidation or bankruptcy. Unlike debt securities
which typically have a stated principal amount
payable at maturity, common stocks do not have a
fixed principal amount or a maturity.
Additionally, the value of the Stock in the Trust
may be expected to fluctuate over the life of the
Trust.
In addition, there are investment risks common
to all equity issues. The Stocks may appreciate
or depreciate in value depending upon a variety
of factors, including the full range of economic
and market influences affecting corporate
profitability, the financial condition of
issuers, changes in national or worldwide
economic conditions, and the prices of equity
securities in general and the Stocks in
particular. Distributions of income, generally
made by declaration of dividends, is also
dependent upon several factors, including those
discussed above in the preceding sentence.
Investors should note that the creation of
additional Units subsequent to the Initial Date
of Deposit may have an effect upon the value of
previously existing Units. To create additional
Units the Sponsor may deposit cash (or cash
equivalents, e.g., a bank letter of credit in
lieu of cash) with instructions to purchase
Securities in amounts sufficient to maintain, to
the extent practicable, the percentage
relationship among the Securities based on the
price of the Securities at the Evaluation Time on
the date the cash is deposited. To the extent the
price of a Security increases or decreases
between the time cash is deposited with
instructions to purchase the Security and the
time the cash is used to purchase the Security,
Units will represent less or more of that
Security and more or less of the other Securities
in the Trust. Unitholders will be at risk because
of price fluctuations during this period since if
the price of shares of a Security increases,
Unitholders will have an interest in fewer shares
of that Security, and if the price of a Security
decreases, Unitholders will have an interest in
more shares of that Security, than if the
Security had been purchased on the date cash was
deposited with instructions to purchase the
Security. In order to minimize these effects, the
Trust will attempt to purchase Securities as
close as possible to the Evaluation Time or at
prices as close as possible to the prices used to
evaluate the Trust at the Evaluation Time. Thus
price fluctuations during this period will affect
the value of every Unitholder's Units and the
income per Unit received by the Trust. In
addition, costs incurred in connection with the
acquisition of Securities not listed on any
national securities exchange (due to
differentials between bid and offer prices for
the Securities) will be at the expense of the
Trust and will affect the value of every
Unitholder's Units.
In the event a contract to purchase a Stock to
be deposited on the Initial Date of Deposit or
any other date fails, cash held or available
under a letter or letters of credit, attributable
to such failed contract may be reinvested in
another stock or stocks having characteristics
sufficiently similar to the Stocks originally
deposited (in which case the original
proportionate relationship shall be adjusted) or,
if not so reinvested, distributed to Unitholders
of record on the last day of the month in which
the failure occurred. The distribution will be
made twenty days following such record date and,
in the event of such a distribution, the Sponsor
will refund to each Unitholder the portion of the
sales charge attributable to such failed
contract.
Because the Trust is organized as a unit
investment trust, rather than as a management
investment company, the Trustee and the Sponsor
do not have authority to manage the Trust's
assets fully in an attempt to take advantage of
various market conditions to improve the Trust's
net asset value, but may dispose of Securities
only under limited circumstances. (See the
discussion below relating to disposition of
Stocks which may be the subject of a tender
offer, merger or reorganization and also the
discussion under the caption "Administration of
the Trust--Portfolio Supervision".)
Certain of the Stocks may be attractive
acquisition candidates pursuant to mergers,
acquisitions and tender offers. In general,
tender offers involve a bid by an issuer or other
acquiror to acquire a stock pursuant to the terms
of its offer. Payment generally takes the form of
cash, securities (typically bonds or notes), or
cash and securities. Pursuant to federal law a
tender offer must remain open for at least 20
days and withdrawal rights apply during the
entire offering period. Frequently offers are
conditioned upon a specified number of shares
being tendered and upon the obtaining of
financing. There may be other conditions to the
tender offer as well. Additionally, an offeror
may only be willing to accept a specified number
of shares. In the event a greater number of
shares is tendered, the offeror must take up and
pay for a pro rata portion of the shares
deposited by each depositor during the period the
offer remains open. In the event of a tender
offer for a Stock in the Portfolio, the Sponsor
may, but is not required to, direct the Trustee
to sell or tender such Stock (see "Administration
of the Trust-Portfolio Supervision" herein).
FEDERAL INCOME TAXES
The Trust intends to qualify for and elect tax
treatment as a "regulated investment company"
under the Internal Revenue Code of 1986, as
amended (the "Code"). By qualifying for and
electing such treatment, the Trust will not be
subject to federal income tax on taxable income
or net capital gains distributed to Unitholders
provided it distributes 90% or more of its
taxable income (exclusive of net capital gains).
However, a 4% excise tax is imposed on regulated
investment companies that fail to distribute all
but a de minimis amount of their income and gain.
The Trust intends to distribute all of its
income, including capital gains, annually.
The gross income of the Trust typically will
include dividends and gains on sales or other
dispositions of portfolio securities. In order to
maintain its qualification as a "regulated
investment company", the Trust must, among other
things (1) in the course of a taxable year derive
at least 90% of its gross income from dividends,
interest, gains on sales or other dispositions of
Securities and certain other sources (referred to
as "eligible sources"), (2) meet certain
diversification tests, and (3) distribute in each
year at least 90% of its investment company
taxable income. If during a taxable year it
appears that less than 90% of the Trust income
will be derived from eligible sources, the
Sponsor may direct the Trustee to sell Securities
which, upon the realization of sufficient
aggregate gain, will enable the Trust to maintain
its qualification as a regulated investment
company.
In any taxable year, the distributions of any
ordinary income (such as dividends) and the
excess of net short-term capital gains over net
long-term capital losses will be taxable as
ordinary income to Unitholders. A distribution
paid shortly after a purchase of shares may be
taxable even though, in effect, it may represent
a return of capital to Unitholders. A dividend
paid by the Trust in January will be considered
for federal income tax purposes to have been paid
by the Trust and received by the Unitholders on
the preceding December 31, if the dividend was
declared in the preceding October, November or
December to Unitholders of record in any one of
those months. Distributions which are taxable as
ordinary income to Unitholders will not
constitute dividends for purposes of the
dividends-received deduction for corporations
except, and only to the extent of, a specific
designation by the Trust.
Distributions by the Trust that are designated
by it as capital gain distributions will be
taxable to Unitholders as long-term capital
gains, regardless of the length of time the Units
have been held by a Unitholder. Distributions
will not be taxable to Unitholders to the extent
that they represent a return of capital; such
distributions will, however, reduce a
Unitholder's basis in his Units, and to the
extent they exceed the basis of his Units will be
treated as gain from the sale of his Units. Any
loss realized by a Unitholder on the sale or
exchange of Units that are held by him for not
more than six months will be treated as a long-
term capital loss to the extent of any long-term
capital gain distributions paid to such
Unitholder with respect to such Units.
Under the Taxpayer Relief Act of 1997, capital
gains realized on the sale of property held for
more than one year but not more than eighteen
months are considered "mid-term gains." In the
case of individuals, mid-term gains are taxed at
lower rates than ordinary income, but not as
favorably as capital gains on property held for
more than eighteen months. The Trustee will
identify in the annual tax information statement
mailed to Unitholders the portion of capital gain
dividends which are considered mid-term gains.
Withholding For Citizen or Resident Investors.
In the case of any noncorporate Unitholder that
is a citizen or resident of the United States, a
31 percent "backup" withholding tax will apply to
certain distributions of the Trust unless the
Unitholder properly completes and files under
penalties of perjury, IRS Form W-9 (or its
equivalent).
The foregoing discussion is a general summary
and relates only to certain aspects of the
federal income tax consequences of an investment
in the Trust for Unitholders who hold their Units
as capital assets. Unitholders may also be
subject to state and local taxation. Each
Unitholder should consult its own tax advisor
regarding the Federal, state and local tax
consequences to it of ownership of Units.
Investment in the Trust may be suited for
purchase by funds and accounts of individual
investors that are exempt from federal income
taxes such as Individual Retirement Accounts,
tax-qualified retirement plans including Keogh
Plans, and other tax-deferred retirement plans.
Unitholders desiring to purchase Units for tax-
deferred plans and IRA's should consult their
PaineWebber Investment Executive for details on
establishing such accounts. Units may also be
purchased by persons who already have self-
directed accounts established under tax-deferred
retirement plans.
PUBLIC OFFERING OF UNITS
Public Offering Price. The public offering price
per Unit is based on the aggregate market value
of the Stocks, next determined after the receipt
of a purchase order, divided by the number of
Units outstanding plus the sales charge set forth
below. The public offering price per Unit is
computed by dividing the Trust Fund Evaluation,
next determined after receipt of a purchase order
by the number of Units outstanding plus the sales
charge. (See "Valuation".) The Public Offering
Price on the Initial Date of Deposit or on any
subsequent date will vary from the Public
Offering Price calculated on the business day
prior to the Initial Date of Deposit due to
fluctuations in the value of the Stocks among
other factors.
Sales Charge and Volume Discount. Sales charges
during the secondary market sales are set forth
below. A discount in the sales charge is
available to volume purchasers of Units due to
economies of scale in sales effort and sales
related expenses relating to volume purchases.
The sales charge applicable to volume purchasers
of Units is reduced on a graduated scale for
sales to any person of at least $50,000 or 5,000
Units, applied on whichever basis is more
favorable to the purchaser.
Secondary Market Sales Charges
Percent of Percent of
Aggregate Dollar Value Public Offering Net Amount
of Units Price Invested
Less than $50,000.......3.25% 3.36%
$50,000 to 99,999.......3.00 3.09
$100,000 to 199,999.....2.75 2.83
$200,000 to 399,999.....2.50 2.56
$400,000 to 499,999.....2.25 2.30
$500,000 to 999,999.....1.75 1.78
$1,000,000 or more......1.50 1.52
___________
* The sales charge applicable to volume
purchasers according to the table above will be
applied either on a dollar or Unit basis,
depending upon which basis provides a more
favorable purchase price to the purchaser.
The volume discount sales charge shown above
will apply to all purchases of Units on any one
day by the same person in the amounts stated
herein, and for this purpose purchases of Units
of this Trust will be aggregated with concurrent
purchases of any other trust which may be offered
by the Sponsor. Units held in the name of the
purchaser's spouse or in the name of a
purchaser's child under the age of 21 are deemed
for the purposes hereof to be registered in the
name of the purchaser. The reduced sales charges
are also applicable to a trustee or other
fiduciary purchasing Units for a single trust
estate or single fiduciary account.
Employee Discount. Due to the realization of
economies of scale in sales effort and sales
related expenses with respect to the purchase of
Units by employees of the Sponsor and its
affiliates, the Sponsor does not intend to impose
a sales charge on such employee sales.
Exchange Option. Unitholders may elect to
exchange any or all of their Units of this series
for units of one or more of any series of
PaineWebber Municipal Bond Fund Series (the
"PaineWebber Series"); The Municipal Bond Trust,
(the "National Series"); The Municipal Bond
Trust, Multi-State Program (the "Multi-State
Series); The Municipal Bond Trust, California
Series (the "California Series"); The Municipal
Bond Trust, Insured Series (the "Insured
Series"); The Corporate Bond Trust, (the
"Corporate Series"); The PaineWebber Pathfinders
Trust, (the "Pathfinders Series"), The
PaineWebber Federal Government Trust, (the
"Government Series") or the PaineWebber Equity
Trust, (the "Equity Series") (collectively
referred to as the "Exchange Trusts"). Exchanges
made for Units of any Exchange Trust which has an
"up-front" salesload will be made at a Public
Offering Price for the units of the Exchange
Trusts to be acquired based on a reduced sales
charge of $15 per unit. Unitholders may elect to
exchange any or all of their Units for Units of
The PaineWebber Equity Trust, Growth Stock Series
22, or any other PaineWebber Exchange Trust
subject to a deferred sales charge (the "Deferred
Sales Charge Units"). The Exchange Option will
permit the exchange of Units for any Deferred
Sales Charge Units at their then-current net
asset value, with no Initial Sales Charge
imposed. Units acquired through the Exchange
Option will continue to be subject to the
deferred sales charge installments remaining on
the Deferred Sales Charge Units so acquired.
Unitholders interested in exercising the Exchange
Option should read the current prospectus or
prospectuses relating to the Deferred Sales
Charge Units to ascertain what, if any, deferred
sales charge installments remain on such Units.
Unitholders of this Trust are not eligible for
the Exchange Option into any Exchange Trust
designated as a rollover series for the 30 day
period prior to termination of such Trust.
The purpose of such reduced sales charge is to
permit the Sponsor to pass on to the Unitholder
who wishes to exchange Units the cost savings
resulting from such exchange of Units. The cost
savings result from reductions in time and
expense related to advice, financial planning and
operational expense required for the Exchange
Option. Each Exchange Trust has different
investment objectives, therefore a Unitholder
should read the prospectus for the applicable
Exchange Trust carefully prior to exercising this
option. Exchange Trusts having as their objective
the receipt of tax-exempt interest income would
not be suitable for tax-deferred investment plans
such as Individual Retirement Accounts. A
Unitholder who purchased Units of a series and
paid a per unit "up-front" sales charge that was
less than the per Unit "up-front" sales charge of
the series of Exchange Trusts for which such
Unitholder desires to exchange into, will be
allowed to exercise the Exchange Option at the
Unit Offering Price plus the reduced "up-front"
sales charge, provided the Unitholder has held
the Units for at least five months. Any such
Unitholder who has not held the Units to be
exchanged for the five-month period will be
required to exchange them at the Unit Offering
Price plus "up-front" sales charge based on the
greater of the reduced "up-front" sales charge,
or an amount which, together with the initial
"up-front" sales charge paid in connection with
the acquisition of the Units being exchanged,
equals the "up-front" sales charge of the series
of the Exchange Trust for which such Unitholder
desires to exchange into, determined as of the
date of the exchange.
The Sponsor will permit exchanges at the reduced
sales charge provided there is a secondary market
maintained by the Sponsor in both the Units of
this series and units of the applicable Exchange
Trust and there are units of the applicable
Exchange Trust available for sale. While the
Sponsor has indicated that it intends to maintain
a market for the units of the respective Trusts,
there is no obligation on its part to maintain
such a market. Therefore, there is no assurance
that a market for units will in fact exist on any
given date at which a Unitholder wishes to sell
his Units of this series and thus there is no
assurance that the Exchange Option will be
available to a Unitholder. Exchanges will be
effected in whole units only. Any excess proceeds
from Unitholders' units being surrendered will be
returned. Unitholders will be permitted to
advance new money in order to complete an
exchange.
An exchange of units pursuant to the Exchange
Option will normally constitute a "taxable event"
under the Code, i.e., a Unitholder will recognize
a tax gain or loss. Unitholders are advised to
consult their own tax advisors as to the tax
consequences of exchanging units in their
particular case.
The Sponsor reserves the right to modify,
suspend or terminate this plan at any time
without further notice to Unitholders. In the
event the Exchange Option is not available to a
Unitholder at the time he wishes to exercise it,
the Unitholder will be immediately notified and
no action will be taken with respect to his Units
without further instruction from the Unitholder.
To exercise the Exchange Option, a Unitholder
should notify the Sponsor of his desire to
exercise the Exchange Option and to use the
proceeds from the sale of his Units of this
series to purchase units of one or more of the
Exchange Trusts. If units of the applicable
outstanding series of the Exchange Trust are at
that time available for sale, and if such units
may lawfully be sold in the state in which the
Unitholder is resident, the Unitholder may select
the series or group of series for which he
desires his investment to be exchanged. The
Unitholder will be provided with a current
prospectus or prospectuses relating to each
series in which he indicates interest.
The exchange transaction will operate in a
manner essentially identical to any secondary
market transaction, i.e., Units will be
repurchased at a price based on the aggregate bid
price per Unit of the securities in the portfolio
of the Trust. Units of the Exchange Trust,
however, will be sold to the Unitholder at a
reduced sales charge as discussed above. Exchange
transactions will be effected only in whole
units; thus, any proceeds not used to acquire
whole units will be paid to the selling
Unitholder.
For example, assume that a Unitholder, who has
three units of a trust with a current price of
$1,030 per unit based on the bid prices of the
underlying securities, desires to sell his units
and seeks to exchange the proceeds for units of a
series of an Exchange Trust with a current price
of $890 per unit based on the bid prices of the
underlying securities. In this example, which
does not contemplate rounding up to the next
highest number of units, the proceeds from the
Unitholder's units will aggregate $3,090. Since
only whole units of an Exchange Trust may be
purchased under the Exchange Option, the
Unitholder would be able to acquire three units
in the Exchange Trust for a total cost of $2,715
($2,670 for the units and $45 for the sales
charge). The remaining $375 would be returned to
the Unitholder in cash.
Conversion Option. Owners of units of any
registered unit investment trust sponsored by
others which was initially offered at a maximum
applicable sales charge of at least 3.0% (a
`Conversion Trust') may elect to apply the cash
proceeds of the sale or redemption of those units
directly to acquire available units of any
Exchange Trust having an "up-front" salesload at
a reduced sales charge of $15 per Unit, per 100
Units in the case of Exchange Trusts having a
Unit price of approximately $10, or per 1,000
Units in the case of Exchange Trusts having a
Unit price of approximately $1, subject to the
terms and conditions applicable to the Exchange
Option (except that no secondary market is
required for Conversion Trust units). Owners of
Conversion Units will be permitted to use the
cash proceeds received from the sale or
redemption of those Units to acquire Deferred
Sales Charge Units at their then-current net
asset value, with no Initial Sales Charge
imposed. Deferred Sales Charge Units acquired
through the Conversion Option will continue to be
subject to the deferred sales charge installments
remaining on those Units so acquired.
To exercise this option, the owner should notify
his retail broker. He will be given a prospectus
for each series in which he indicates interest
and for which units are available. The dealer
must sell or redeem the units of the Conversion
Trust. Any dealer other than PaineWebber must
certify that the purchase of units of the
Exchange Trust is being made pursuant to and is
eligible for the Conversion Option. The dealer
will be entitled to two-thirds of the applicable
reduced sales charge. The Sponsor reserves the
right to modify, suspend or terminate the
Conversion Option at any time without further
notice, including the right to increase the
reduced sales charge applicable to this option
(but not in excess of $5 more per Unit, per 100
Units or per 1,000 Units, as applicable than the
corresponding fee then being charged for the
Exchange Option). For a description of the tax
consequences of a conversion reference is made to
the Exchange Option section herein.
Distribution of Units. The minimum purchase in
the initial public offering is $250. Only whole
Units may be purchased.
The Sponsor is the sole underwriter of the
Units. Sales may, however, be made to dealers who
are members of the National Association of
Securities Dealers, Inc. ("NASD") at prices which
include a concession of $.30 per Unit at the
highest sales charge, subject to change from time
to time. The difference between the sales charge
and the dealer concession will be retained by the
Sponsor. In the event that the dealer concession
is 90% or more of the sales charge per Unit,
dealers taking advantage of such concession may
be deemed to be underwriters under the Securities
Act of 1933.
The Sponsor reserves the right to reject, in
whole or in part, any order for the purchase of
Units. The Sponsor intends to qualify the Units
in all states of the United States, the District
of Columbia and the Commonwealth of Puerto Rico.
Secondary Market for Units. While not obligated
to do so, the Sponsor intends to maintain a
secondary market for the Units and continuously
offer to purchase Units at the Trust Fund
Evaluation per Unit next computed after receipt
by the Sponsor of an order from a Unitholder. The
Sponsor may cease to maintain such a market at
any time, and from time to time, without notice.
In the event that a secondary market for the
Units is not maintained by the Sponsor, a
Unitholder desiring to dispose of Units may
tender such Units to the Trustee for redemption
at the price calculated in the manner set forth
under "Redemption". Redemption requests in excess
of $100,000 may be redeemed "in kind" as
described under "Redemption." The Sponsor does
not in any way guarantee the enforceability,
marketability, value or price of any of the
stocks in the Trust, nor that of the Units.
Investors should note the Trust Fund Evaluation
per Unit at the time of sale or tender for
redemption may be less than the price at which
the Unit was purchased.
The Sponsor may redeem any Units it has
purchased in the secondary market if it
determines for any reason that it is undesirable
to continue to hold these Units in its inventory.
Factors which the Sponsor may consider in making
this determination will include the number of
units of all series of all trusts which it holds
in its inventory, the saleability of the Units
and its estimate of the time required to sell the
Units and general market conditions.
A Unitholder who wishes to dispose of his Units
should inquire of his bank or broker as to
current market prices in order to determine if
over-the-counter prices exist in excess of the
redemption price and the repurchase price (see
"Redemption").
Sponsor's Profits. In addition to the applicable
sales charge, the Sponsor realizes a profit (or
sustains a loss) in the amount of any difference
between the cost of the Stocks to the Sponsor and
the price at which it deposits the Stocks in the
Trust in exchange for Units, which is the value
of the Stocks, determined by the Trustee as
described under "Valuation". The cost of Stock to
the Sponsor includes the amount paid by the
Sponsor for brokerage commissions. These amounts
are an expense of the Trust.
Cash, if any, received from Unitholders prior to
the settlement date for the purchase of Units or
prior to the payment for Securities upon their
delivery may be used in the Sponsor's business
subject to the limitations of Rule 15c3-3 under
the Securities and Exchange Act of 1934 and may
be of benefit to the Sponsor.
In selling any Units in the initial public
offering after the Initial Date of Deposit, the
Sponsor may realize profits or sustain losses
resulting from fluctuations in the net asset
value of outstanding Units during the period. In
maintaining a secondary market for the Units, the
Sponsor may realize profits or sustain losses in
the amount of any differences between the price
at which it buys Units and the price at which it
resells or redeems such Units.
REDEMPTION
Units may be tendered to Investors Bank & Trust
Company for redemption at its office in person,
or by mail at Hancock Towers, 200 Clarendon
Street, Boston, MA 02116 upon payment of any
transfer or similar tax which must be paid to
effect the redemption. At the present time there
are no such taxes. No redemption fee will be
charged by the Sponsor or Trustee. If the Units
are represented by a certificate it must be
properly endorsed accompanied by a letter
requesting redemption. If held in uncertificated
form, a written instrument of redemption must be
signed by the Unitholder. Unitholders must sign
exactly as their names appear on the records of
the Trustee with signatures guaranteed by an
eligible guarantor institution or in such other
manner as may be acceptable to the Trustee. In
certain instances the Trustee may require
additional documents such as, but not limited to,
trust instruments, certificates of death,
appointments as executor or administrator, or
certificates of corporate authority. Unitholders
should contact the Trustee to determine whether
additional documents are necessary. Units
tendered to the Trustee for redemption will be
cancelled, if not repurchased by the Sponsor.
Units will be redeemed at the Redemption Value
per Unit next determined after receipt of the
redemption request in good order by the Trustee.
The Redemption Value per Unit is determined by
dividing the Trust Fund Evaluation by the number
of Units outstanding. (See "Valuation".)
A redemption request is deemed received on the
business day (see "Valuation" for a definition of
business day) when such request is received prior
to 4:00 p.m. If it is received after 4:00 p.m.,
it is deemed received on the next business day.
During the period in which the Sponsor maintains
a secondary market for Units, the Sponsor may
repurchase any Unit presented for tender to the
Trustee for redemption no later than the close of
business on the second business day following
such presentation and Unitholders will receive
the Redemption Value next determined after
receipt by the Trustee of the redemption request.
Proceeds of a redemption will be paid to the
Unitholder no later than the seventh calendar day
following the date of tender (or if the seventh
calendar day is not a business day on the first
business day prior thereto).
With respect to cash redemptions, amounts
representing income received shall be withdrawn
from the Income Account, and, to the extent such
balance is insufficient and for remaining
amounts, from the Capital Account. The Trustee is
empowered, to the extent necessary, to sell
Securities to meet redemptions. The Trustee will
sell Securities in such manner as is directed by
the Sponsor. In the event no such direction is
given, Stock will be sold pro rata, to the extent
possible, and if not possible Stocks having the
greatest amount of capital appreciation will be
sold first. (See "Administration of the Trust".)
However, with respect to redemption requests in
excess of $100,000, the Sponsor may determine in
its discretion to direct the Trustee to redeem
Units "in kind" by distributing Securities to the
redeeming Unitholder. When Stocks are so
distributed, a proportionate amount of each Stock
will be distributed, rounded to avoid the
distribution of fractional shares and using cash
or checks where rounding is not possible. The
Sponsor may direct the Trustee to redeem Units
"in kind" even if it is then maintaining a
secondary market in Units of the Trust.
Securities will be valued for this purpose as set
forth under "Valuation". A Unitholder receiving a
redemption "in kind" may incur brokerage or other
transaction costs in converting the Stock
distributed into cash. The availability of
redemption "in kind" is subject to compliance
with all applicable laws and regulations,
including the Securities Act of 1933, as amended.
To the extent that Securities are redeemed in
kind or sold, the size and diversity of the Trust
will be reduced. Sales will usually be required
at a time when Securities would not otherwise be
sold and may result in lower prices than might
otherwise be realized. The price received upon
redemption may be more or less than the amount
paid by the Unitholder depending on the value of
the Securities in the portfolio at the time of
redemption. In addition, because of the minimum
amounts in which Securities are required to be
sold, the proceeds of sale may exceed the amount
required at the time to redeem Units; these
excess proceeds will be distributed to
Unitholders on the Distribution Dates.
The Trustee may, in its discretion, and will,
when so directed by the Sponsor, suspend the
right of redemption, or postpone the date of
payment of the Redemption Value, for more than
seven calendar days following the day of tender
for any period during which the New York Stock
Exchange, Inc. is closed other than for weekend
and holiday closings; or for any period during
which the Securities and Exchange Commission
determined that trading on the New York Stock
Exchange, Inc. is restricted or for any period
during which an emergency exists as a result of
which disposal or evaluation of the Securities is
not reasonably practicable; or for such other
period as the Securities and Exchange Commission
may by order permit for the protection of
Unitholders. The Trustee is not liable to any
person or in any way for any loss or damages
which may result from any such suspension or
postponement, or any failure to suspend or
postpone when done in the Trustee's discretion.
VALUATION
The Trustee will calculate the Trust's value
(the "Trust Fund Evaluation") per Unit at the
Evaluation Time set forth under "Summary of
Essential Information Regarding the Trust" (1) on
each business day as long as the Sponsor is
maintaining a bid in the secondary market, (2) on
the business day on which any Unit is tendered
for redemption, (3) on any other day desired by
the Sponsor or the Trustee and (4) upon
termination, by adding (a) the aggregate value of
the Securities and other assets determined by the
Trustee as set forth below and (b) cash on hand
in the Trust and dividends receivable on Stock
trading ex-dividend (other than any cash held in
any reserve account established under the
Indenture) and deducting therefrom the sum of (x)
taxes or other governmental charges against the
Trust not previously deducted, (y) accrued fees
and expenses of the Trustee and the Sponsor
(including legal and auditing expenses) and other
Trust expenses. The per Unit Trust Fund
Evaluation is calculated by dividing the result
of such computation by the number of Units
outstanding as of the date thereof. Business days
do not include Saturdays, Sundays, New Year's
Day, Martin Luther King, Jr.'s Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day and
other days that the New York Stock Exchange is
closed.
The value of Stocks shall be determined by the
Trustee in good faith in the following manner:
(1) if the domestic Stocks are listed on one or
more national securities exchanges or on the
National Market System maintained by the National
Association of Securities Dealers Automated
Quotations System, such evaluation shall be based
on the closing sale price on that day (unless the
Trustee deems such price inappropriate as a basis
for evaluation) on the exchange which is the
principal market thereof (deemed to be the New
York Stock Exchange in the case of the domestic
Stocks if such Stocks are listed thereon), (2) if
there is no such appropriate closing sales price
on such exchange or system, at the mean between
the closing bid and asked prices on such exchange
or system (unless the Trustee deems such price
inappropriate as a basis for evaluation), (3) if
the Stocks are not so listed or, if so listed and
the principal market therefor is other than on
such exchange or there are no such appropriate
closing bid and asked prices available, such
evaluation shall be made by the Trustee in good
faith based on the closing sale price in the
over-the-counter market (unless the Trustee deems
such price inappropriate as a basis for
evaluation) or (4) if there is no such
appropriate closing price, then (a) on the basis
of current bid prices, (b) if bid prices are not
available, on the basis of current bid prices for
comparable securities, (c) by the Trustee's
appraising the value of the Stock in good faith
on the bid side of the market or (d) by any
combination thereof.
The tender of a Stock pursuant to a tender offer
will not affect the method of valuing Stock.
COMPARISON OF PUBLIC OFFERING PRICE AND REDEMPTION VALUE
On the business day prior to the Initial Date of
Deposit, the Public Offering Price per Unit
(which figure includes the sales charge) exceeded
the Redemption Value (see "Essential
Information"). The prices of the Securities are
expected to vary. For this reason and others,
including the fact that the Public Offering Price
includes the sales charge, the amount realized by
a Unitholder upon redemption of Units may be less
than the price paid by the Unitholder for such
Units.
EXPENSES OF THE TRUST
The cost of the preparation and printing of the
Indenture and this Prospectus, the initial fees
of the Trustee and the Trustee's counsel, and
expenses incurred in establishing the Trust,
including legal and auditing fees (the
"Organizational Expenses"), will be paid by the
Trust, as is common for mutual funds.
Historically, the Sponsors of Unit Trusts have
paid all organizational expenses. The Sponsor
will receive no fee from the Trust for its
services in establishing the Trust.
The Sponsor will receive a fee, which is earned
for portfolio supervisory services, and which is
based upon the largest number of Units
outstanding during the calendar year. The
Sponsor's fee, which is not to exceed $.0035 per
Unit per calendar year, may exceed the actual
costs of providing portfolio supervisory services
for the Trust, but at no time will the total
amount it receives for portfolio supervisory
services rendered to all series of the
PaineWebber Equity Trust in any calendar year
exceed the aggregate cost to it of supplying such
services in such year.
For its services as Trustee and Evaluator, the
Trustee will be paid in monthly installments,
annually $.0170 per Unit, based on the largest
number of Units outstanding during the previous
month. In addition, the regular and recurring
expenses of the Trust are estimated to be $.0090
which include, but are not limited to
Organizational Expenses of $.0008 per Unit, and
certain mailing, printing, and audit expenses.
Expenses in excess of this estimate will be borne
by the Trust. The Trustee could also benefit to
the extent that it may hold funds in non-interest
bearing accounts created by the Indenture.
The Sponsor's fee and Trustee's fee may be
increased without approval of the Unitholders by
an amount not exceeding a proportionate increase
in the category entitled "All Services Less Rent"
in the Consumer Price Index published by the
United States Department of Labor or, if the
Price Index is no longer published, a similar
index as determined by the Trustee and Sponsor.
In addition to the above, the following charges
are or may be incurred by each Trust and paid
from the Income Account, or, to the extent funds
are not available in such Account, from the
Capital Account (see "Administration of the
Trust--Accounts"): (1) fees for the Trustee for
extraordinary services; (2) expenses of the
Trustee (including legal and auditing expenses)
and of counsel; (3) various governmental charges;
(4) expenses and costs of any action taken by the
Trustee to protect the trusts and the rights and
interests of the Unitholders; (5) indemnification
of the Trustee for any loss, liabilities or
expenses incurred by it in the administration of
the Trust without gross negligence, bad faith or
wilful misconduct on its part; (6) brokerage
commissions and other expenses incurred in
connection with the purchase and sale of
Securities; and (7) expenses incurred upon
termination of the Trust. In addition, to the
extent then permitted by the Securities and
Exchange Commission, the Trust may incur expenses
of maintaining registration or qualification of
the Trust or the Units under Federal or state
securities laws so long as the Sponsor is
maintaining a secondary market (including, but
not limited to, legal, auditing and printing
expenses).
The accounts of the Trust shall be audited not
less than annually by independent public
accountants selected by the Sponsor. The expenses
of the audit shall be an expense of the Trust. So
long as the Sponsor maintains a secondary market,
the Sponsor will bear any annual audit expense
which exceeds $.0050 per Unit. Unitholders
covered by the audit during the year may receive
a copy of the audited financials upon request.
The fees and expenses set forth above are
payable out of the Trust and when unpaid will be
secured by a lien on the Trust. Based upon the
last dividend paid prior to the Initial Date of
Deposit, dividends on the Stocks are expected to
be sufficient to pay the entire amount of
estimated expenses of the Trust. To the extent
that dividends paid with respect to the Stocks
are not sufficient to meet the expenses of the
Trust, the Trustee is authorized to sell
Securities to meet the expenses of the Trust.
Securities will be selected in the same manner as
is set forth under "Redemption".
RIGHTS OF UNITHOLDERS
Ownership of Units is evidenced by recordation
on the books of the Trustee. In order to avoid
additional operating costs and for investor
convenience, certificates will not be issued
unless a request, in writing with signature
guaranteed by an eligible guarantor institution
or in such other manner as may be acceptable to
the Trustee, is delivered by the Unitholder to
the Sponsor. Issued Certificates are transferable
by presentation and surrender to the Trustee at
its office in Boston, Massachusetts properly
endorsed or accompanied by a written instrument
or instruments of transfer. Uncertificated Units
are transferable by presentation to the Trustee
at its office in Boston of a written instrument
of transfer.
Certificates may be issued in denominations of
one Unit or any integral multiple thereof as
deemed appropriate by the Trustee. A Unitholder
may be required to pay $2.00 per certificate
reissued or transferred, and shall be required to
pay any governmental charge that may be imposed
in connection with each such transfer or
interchange. For new certificates issued to
replace destroyed, mutilated, stolen or lost
certificates, the Unitholder must furnish
indemnity satisfactory to the Trustee and must
pay such expenses as the Trustee may incur.
Mutilated certificates must be surrendered to the
Trustee for replacement.
DISTRIBUTIONS
The Trustee will distribute net dividends and
interest, if any, from the Income Account on the
quarterly Distribution Dates to Unitholders of
record on the preceding Record Date.
Distributions from the Capital Account will be
made on annual Distribution Dates to Unitholders
of record on the preceding Record Date.
Distributions of less than $.05 per Unit need not
be made from the Capital Account on any
Distribution Date. See "Essential Information".
Whenever required for regulatory or tax purposes,
the Trustee will make special distributions of
any dividends or capital on special Distribution
Dates to Unitholders of record on special Record
Dates declared by the Trustee.
Upon termination of the Trust, each Unitholder
of record on such date will receive his pro rata
share of the amounts realized upon disposition of
the Securities plus any other assets of the
Trust, less expenses of the Trust. (See
"Termination".)
ADMINISTRATION OF THE TRUST
Accounts. All dividends and interest received on
Securities, proceeds from the sale of Securities
or other moneys received by the Trustee on behalf
of the Trust may be held in trust in non-interest
bearing accounts until required to be disbursed.
The Trustee will credit on its books to an
Income Account dividends, if any, and interest
income, on Securities in the Trust. All other
receipts (i.e., return of principal and gains)
are credited on its books to a Capital Account. A
record will be kept of qualifying dividends
within the Income Account. The pro rata share of
the Income Account and the pro rata share of the
Capital Account represented by each Unit will be
computed by the Trustee as set forth under
"Valuation".
The Trustee will deduct from the Income Account
and, to the extent funds are not sufficient
therein, from the Capital Account, amounts
necessary to pay expenses incurred by the Trust.
(See "Expenses and Charges.") In addition, the
Trustee may withdraw from the Income Account and
the Capital Account such amounts as may be
necessary to cover redemption of Units by the
Trustee. (See "Redemption.")
The Trustee may establish reserves (the "Reserve
Account") within the Trust for state and local
taxes, if any, and any other governmental charges
payable out of the Trust.
Reports and Records. With any distribution from
the Trust, Unitholders will be furnished with a
statement setting forth the amount being
distributed from each account.
The Trustee keeps records and accounts of the
Trust at its office in Boston, including records
of the names and addresses of Unitholders, a
current list of underlying Securities in the
portfolio and a copy of the Indenture. Records
pertaining to a Unitholder or to the Trust (but
not to other Unitholders) are available to the
Unitholder for inspection at reasonable times
during business hours.
Within a reasonable period of time after the end
of each calendar year, commencing with calendar
year 1997, the Trustee will furnish each person
who was a Unitholder at any time during the
calendar year an annual report containing the
following information, expressed in reasonable
detail both as a dollar amount and as a dollar
amount per Unit: (1) a summary of transactions
for such year in the Income and Capital Accounts
and any Reserves; (2) any Securities sold during
the year and the Securities held at the end of
such year; (3) the Trust Fund Evaluation per
Unit, based upon a computation thereof on the
31st day of December of such year (or the last
business day prior thereto); and (4) amounts
distributed to Unitholders during such year.
Portfolio Supervision. The portfolio of the
Trust is not "managed" by the Sponsor or the
Trustee; their activities described herein are
governed solely by the provisions of the
Indenture. The Indenture provides that the
Sponsor may (but need not) direct the Trustee to
dispose of a Security:
1) upon the failure of the issuer to declare or
pay anticipated dividends or interest;
2) upon the institution of a materially adverse
action or proceeding at law or in equity seeking
to restrain or enjoin the declaration or payment
of dividends on any such Securities or the
existence of any other materially adverse legal
question or impediment affecting such Securities
or the declaration or payment of dividends on the
same;
(3) upon the breach of covenant or warranty in
any trust indenture or other document relating to
the issuer which might materially and adversely
affect either immediately or contingently the
declaration or payment of dividends on such
Securities;
(4) upon the default in the payment of principal
or par or stated value of, premium, if any, or
income on any other outstanding securities of the
issuer or the guarantor of such Securities which
might materially and adversely, either
immediately or contingently, affect the
declaration or payment of dividends on the
Securities;
(5) upon the decline in price or the occurrence
of any materially adverse credit factors, that in
the opinion of the Sponsor, make the retention of
such Securities not in the best interest of the
Unitholder;
(6) upon a public tender offer being made for a
Security, or a merger or acquisition being
announced affecting a Security that in the
opinion of the Sponsor make the sale or tender of
the security in the best interests of the
Unitholders;
(7) upon a decrease in the Sponsor's internal
rating of the Security; or
(8) upon the happening of events which, in the
opinion of the Sponsor, negatively affect the
economic fundamentals of the issuer of the
Security or the industry of which it is a part.
The Trustee may dispose of Securities where
necessary to pay Trust expenses or to satisfy
redemption requests as directed by the Sponsor
and in a manner necessary to maximize the
objectives of the Trust, or if not so directed in
its own discretion, and Stocks having the
greatest appreciation shall be sold first.
Reinvestment. Cash received upon the sale of
Stock (except for sales to meet redemption
requests) and dividends received may, if and to
the extent there is no longer either a legal or
regulatory impediment, be reinvested in United
States Treasury obligations which mature on or
prior to the next scheduled Distribution Date.
The Sponsor anticipates that, when permitted,
such proceeds will be reinvested in current
interest-bearing United States Treasury
obligations unless factors exist such that such
reinvestment would not be in the best interest of
Unitholders or would be impractical. Such factors
may include, among others, (i) short reinvestment
periods which would make reinvestment in United
States Treasury obligations undesirable or
infeasible and (ii) amounts not sufficiently
large so as to make a reinvestment economical or
feasible. Any moneys held and not reinvested will
be held in a non-interest bearing account until
distribution on the next Distribution Date to
Unitholders of record.
AMENDMENT OF THE INDENTURE
The Indenture may be amended by the Trustee and
the Sponsor without the consent of any of the
Unitholders to cure any ambiguity or to correct
or supplement any provision thereof which may be
defective or inconsistent or to make such other
provisions as will not adversely affect the
interest of the Unitholders.
The Indenture may be amended in any respect by
the Sponsor and the Trustee with the consent of
the holders of 51% of the Units then outstanding;
provided that no such amendment shall (1) reduce
the interest in the Trust represented by a Unit
or (2) reduce the percentage of Unitholders
required to consent to any such amendment,
without the consent of all Unitholders.
The Trustee will promptly notify Unitholders of
the substance of any amendment affecting
Unitholders' rights or their interest in the
Trust.
TERMINATION OF THE TRUST
The Indenture provides that the Trust will
terminate on the Mandatory Termination Date. If
the value of the Trust as shown by any evaluation
is less than fifty per cent (50%) of the market
value of the Stocks upon completion of the
deposit of Stocks, the Trustee may in its
discretion, and will when so directed by the
Sponsor, terminate such Trust. The Trust may also
be terminated at any time by the written consent
of 51% of the Unitholders or by the Trustee upon
the resignation or removal of the Sponsor if the
Trustee determines termination to be in the best
interest of the Unitholders. In no event will the
Trust continue beyond the Mandatory Termination
Date.
Unless advised to the contrary by the Sponsor,
approximately 20 days prior to the termination of
the Trust the Trustee will begin to sell the
Securities held in the Trust and will then, after
deduction of any fees and expenses of the Trust
and payment into the Reserve Account of any
amount required for taxes or other governmental
charges that may be payable by the Trust,
distribute to each Unitholder, after due notice
of such termination, such Unitholder's pro rata
share in the Income and Capital Accounts. Moneys
held upon the sale of Securities may be held in
non-interest bearing accounts created by the
Indenture until distributed and will be of
benefit to the Trustee. The sale of Securities in
the Trust in the period prior to termination may
result in a lower amount than might otherwise be
realized if such sale were not required at such
time due to impending or actual termination of
the Trust. For this reason, among others, the
amount realized by a Unitholder upon termination
may be less than the amount paid by such
Unitholder.
SPONSOR
The Sponsor, PaineWebber Incorporated, is a
corporation organized under the laws of the State
of Delaware. The Sponsor is a member firm of the
New York Stock Exchange, Inc. as well as other
major securities and commodities exchanges and is
a member of the National Association of
Securities Dealers, Inc. The Sponsor is engaged
in a security and commodity brokerage business as
well as underwriting and distributing new issues.
The Sponsor also acts as a dealer in unlisted
securities and municipal bonds and in addition to
participating as a member of various selling
groups or as an agent of other investment
companies, executes orders on behalf of
investment companies for the purchase and sale of
securities of such companies and sells securities
to such companies in its capacity as a broker or
dealer in securities.
The Indenture provides that the Sponsor will not
be liable to the Trustee, the Trust or to the
Unitholders for taking any action or for
refraining from taking any action made in good
faith or for errors in judgment, but will be
liable only for its own willful misfeasance, bad
faith, gross negligence or willful disregard of
its duties. The Sponsor will not be liable or
responsible in any way for depreciation or loss
incurred by reason of the sale of any Securities
in the Trust.
The Indenture is binding upon any successor to
the business of the Sponsor. The Sponsor may
transfer all or substantially all of its assets
to a corporation or partnership which carries on
the business of the Sponsor and duly assumes all
the obligations of the Sponsor under the
Indenture. In such event the Sponsor shall be
relieved of all further liability under the
Indenture.
If the Sponsor fails to undertake any of its
duties under the Indenture, becomes incapable of
acting, becomes bankrupt, or has its affairs
taken over by public authorities, the Trustee may
either appoint a successor Sponsor or Sponsors to
serve at rates of compensation determined as
provided in the Indenture or terminate the
Indenture and liquidate the Trust.
TRUSTEE
The Co-Trustees are The First National Bank of
Chicago, a national banking association with its
corporate trust office at One First National
Plaza, Suite 0126, Chicago, Illinois 60670-0126
(which is subject to supervision by the
Comptroller of the Currency, the Federal Deposit
Insurance Corporation and the Board of Governors
of the Federal Reserve System) and Investors Bank
& Trust Company, a Massachusetts trust company
with its principal office at Hancock Towers, 200
Clarendon Street, Boston, Massachusetts 02116,
toll-free number 800-356-2754 (which is subject
to supervision by the Massachusetts Commissioner
of Banks, the Federal Deposit Insurance
Corporation and the Board of Governors of the
Federal Reserve System).
The Indenture provides that the Trustee will not
be liable for any action taken in good faith in
reliance on properly executed documents or the
disposition of moneys, Securities or Certificates
or in respect of any valuation which it is
required to make, except by reason of its own
gross negligence, bad faith or willful
misconduct, nor will the Trustee be liable or
responsible in any way for depreciation or loss
incurred by reason of the sale by the Trustee of
any Securities in the Trust. In the event of the
failure of the Sponsor to act, the Trustee may
act and will not be liable for any such action
taken by it in good faith. The Trustee will not
be personally liable for any taxes or other
governmental charges imposed upon or in respect
of the Securities or upon the interest thereon or
upon it as Trustee or upon or in respect of the
Trust which the Trustee may be required to pay
under any present or future law of the United
States of America or of any other taxing
authority having jurisdiction. In addition, the
Indenture contains other customary provisions
limiting the liability of the Trustee. The
Trustee will be indemnified and held harmless
against any loss or liability accruing to it
without gross negligence, bad faith or willful
misconduct on its part, arising out of or in
connection with its acceptance or administration
of the Trust, including the costs and expenses
(including counsel fees) of defending itself
against any claim of liability.
INDEPENDENT AUDITORS
The financial statements, including the Schedule
of Investments, of the Trust in this prospectus
have been audited by Ernst & Young LLP,
independent auditors, and have been included in
reliance upon their report given on their
authority as experts in accounting and auditing.
LEGAL OPINIONS
The legality of the Units offered hereby has
been passed upon by Carter, Ledyard & Milburn, 2
Wall Street, New York, New York, as counsel for
the Sponsor.
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following
documents:
The facing sheet.
The Prospectus.
The signatures.
The following exhibits:
EX-99.C1 Opinion of Counsel as to legality of securities
being registered
EX-99.C2 Consent of Independent Auditors
FINANCIAL STATEMENTS
1. Statement of Condition of the Trust as shown in
the current Prospectus for this series.
2. Financial Statements of the Depositor.
PaineWebber Incorporated - Financial Statements
incorporated by reference to Form 10-k and
Form 10-Q (File No. 1-7367) respectively.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, The PaineWebber Equity Trust, Growth
Stock Series 19 certifies that it meets all of the
requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this registration statement to be signed on its behalf
by the undersigned thereunto duly authorized, and its seal to be
hereunto affixed and attested, all in the City of New York, and the
State of New York on the 17th day of June, 1999.
PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES 19
(Registrant)
By: PaineWebber Incorporated
(Depositor)
/s/ ROBERT E. HOLLEY
Robert E. Holley
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on behalf of PaineWebber
Incorporated, the Depositor, by the following persons in the
following capacities and in the City of New York, and State of New
York, on this 17th day of June, 1999.
PAINEWEBBER INCORPORATED
Name Office
Donald B. Marron Chairman, Chief Executive Officer
and Director of PaineWebber Incorporated*
Regina A. Dolan Executive Vice President,
Chief Financial Officer and
Director of PaineWebber Incorporated*
Joseph J. Grano, Jr. President and
Director of PaineWebber Incorporated*
Steve P. Baum Executive Vice President and
Director of PaineWebber Incorporated*
Robert H. Silver Executive Vice President and
Director of PaineWebber Incorporated*
Mark B. Sutton Executive Vice President and
Director of PaineWebber Incorporated*
Margo N. Alexander Executive Vice President and
Director of PaineWebber Incorporated*
Terry L. Atkinson Managing Director and
Director of PaineWebber Incorporated*
Brian M. Barefoot Executive Vice President and
Director of PaineWebber Incorporated*
Michael Culp Managing Director and
Director of PaineWebber Incorporated*
Edward M. Kerschner Managing Director and
Director of PaineWebber Incorporated*
James P. MacGilvray Executive Vice President and
Director of PaineWebber Incorporated*
By:/s/ ROBERT E. HOLLEY
Attorney-in-fact*
* Executed copies of the powers of attorney have been previously
filed with the Securities and Exchange Commission with the Post
Effective Amendment to the Registration Statement File No. 2-61279.
June 17, 1999
PaineWebber Incorporated
1200 Harbor Blvd.
Weehawken, New Jersey 07087
Ladies and Gentlemen:
We have served as counsel for PaineWebber Incorporated as
sponsor and depositor (the "Depositor") of PaineWebber
Equity Trust, Growth Stock Series 19
(hereinafter referred to as the "Trust"). It is proposed that
Post-Effective Amendment No. 2 to the Trust's registration statement
("Post-Effective Amendment No. 2") will be filed with the Securities
and Exchange Commission and dated as of the date hereof in connection
with the continued issuance by the Trust of an indefinite number of
units of fractional undivided interest in the Trust (hereinafter referred
to as the "Units") pursuant to Rule 24f-2 promulgated under the
provisions of the Investment Company Act of 1940, as amended.
In this regard, we have examined executed originals or copies of the
following:
(a) The Restated Certificate of Incorporation, as amended, and the
By-Laws of the Depositor, as amended;
(b) Resolutions of the Board of Directors of the Depositor adopted on
December 3, 1971 relating to the Trust and the sale of the Units;
(c) Resolutions of the Executive Committee of the Depositor adopted
on September 24, 1984;
(d) Powers of Attorney referred to in the Amendment;
(e) Post-Effective Amendment No. 2 to the Registration Statement on
Form S-6 (File No. 33-59117) to be filed with the Securities and
Exchange Commission (the "Commission") in accordance with
the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder
(collectively, the "1933 Act") proposed to be filed on or about the
date hereof (the "Amendment");
(f) The Notification of Registration of the Trust filed with the
Commission under the Investment Company Act of 1940, as
amended (collectively, the "1940 Act") on Form N-8A, as
amended;
(g) The registration of the Trust filed with the Commission under the
1940 Act on Form N-8B-2 (File No. 811-3722), as amended;
(h) The prospectus included in the Amendment (the "Prospectus");
(i) The Standard Terms and Conditions of the Trust dated as of
July 10, 1990, as amended, among the Depositor, and
Investors Bank & Trust Company and The First National Bank of Chicago
(the "Trustee"), as successor Co-Trustee, (the "Standard
Terms");
(j) The Trust Indenture dated as of the Initial Date of Deposit, among
the Depositor, the Co-Trustees and the Evaluator (the "Trust
Indenture" and, collectively with the Standard Terms, the
"Indenture and Agreement");
(k) The form of certificate of ownership for units (the "Certificate") to
be issued under the Indenture and Agreement; and
(l) Such other pertinent records and documents as we have deemed
necessary.
With your permission, in such examination, we have assumed
the following: (a) the authenticity of original documents and the
genuineness of all signatures; (b) the conformity to the originals of
all documents submitted to us as copies; (c) the truth, accuracy,
and completeness of the information, representations, and warranties
contained in the records, documents, instruments and certificates we
have reviewed; (d) except as specifically covered in the opinions set
forth below, the due authorization, execution, and delivery on behalf
of the respective parties thereto of documents referred to herein and
the legal, valid, and binding effect thereof on such parties; and (e)
the absence of any evidence extrinsic to the provisions of the written
agreement(s) between the parties that the parties intended a
meaning contrary to that expressed by those provisions. However,
we have not examined the securities deposited pursuant to the
Indenture and Agreement (the "Securities") nor the contracts for the
Securities.
We express no opinion as to matters of law in jurisdictions other
than the State of New York (except "Blue Sky" laws) and the federal laws
of the United States, except to the extent necessary to render the
opinion as to the Depositor in paragraph (i) below with respect to
Delaware law. As you know we are not licensed to practice law in the
State of Delaware, and our opinion in paragraph (i) and (iii) as to
Delaware law is based solely on review of the official statutes of the
State of Delaware.
Based upon such examination, and having regard for legal
considerations which we deem relevant, we are of the opinion that:
(i) The Depositor is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Delaware with full
corporate power to conduct its business as described in the
Prospectus;
(ii) The Depositor is duly qualified as a foreign corporation and is in
good standing as such within the State of New York;
(iii)The terms and provisions of the Units conform in all material
respects to the description thereof contained in the Prospectus;
(iv) The consummation of the transactions contemplated under the
Indenture and Agreement and the fulfillment of the terms thereof
will not be in violation of the Depositor's Restated Certificate of
Incorporation, as amended, or By-Laws, as amended and will not
conflict with any applicable laws or regulations applicable to the
Depositor in effect on the date hereof; and
(v) The Certificates to be issued by the Trust, when duly executed by
the Depositor and the Trustee in accordance with the Indenture
and Agreement, upon delivery against payment therefor as
described in the Prospectus will constitute fractional undivided
interests in the Trust enforceable against the Trust in accordance
with their terms, will be entitled to the benefits of the Indenture
and Agreement and will be fully paid and non-assessable.
Our opinion that any document is valid, binding, or enforceable in
accordance with its terms is qualified as to:
(a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium, or other laws
relating to or affecting the enforcement of creditors' rights
generally;
(b) rights to indemnification and contribution which may be limited by
applicable law or equitable principles; and
(c) general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
We hereby represent that the Amendment contains no disclosure
which would render it ineligible to become effective immediately
upon filing pursuant to paragraph (b) of Rule 485 of the
Commission.
We hereby consent to the filing of this opinion as an exhibit to
the Amendment and to the use of our name wherever it appears in
the Amendment and the Prospectus.
Very truly yours,
/s/ CARTER, LEDYARD & MILBURN
INDEPENDENT AUDITORS' CONSENT
We consent to the reference to our firm under the caption
"Independent Auditors" and to the use of our report dated
June 8, 1999, in the Registration Statement and related
Prospectus of the PaineWebber Equity Trust, Growth Stock
Series Nineteen
/s/ ERNST & YOUNG LLP
New York, New York
June 16, 1999
