File No. 333-45757
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
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 22
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 August 29, 2000) 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-eighth 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, 2000 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 22
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 TWENTY TWO
(The Information Revolution Wars)
(A Unit Investment Trust)
18,592,316 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 AUGUST 29, 2000
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 - 1
Risk Factors and Special Considerations...B - 2
Federal Income Taxes......................B - 5
Public Offering of Units..................B - 6
Public Offering Price..................B - 6
Sales Charge and Volume Discount.......B - 6
Employee Discount......................B - 7
Exchange Option........................B - 7
Conversion Option......................B - 9
Distribution of Units..................B - 9
Secondary Market for Units.............B - 9
Sponsor's Profits......................B - 10
Redemption................................B - 10
Valuation.................................B - 11
Comparison of Public Offering Price and
Redemption Value.................. B - 12
Expenses of the Trust.....................B - 12
Rights of Unitholders.....................B - 13
Distributions.............................B - 13
Reinvestment Plan.........................B - 13
Administration of the Trust...............B - 13
Accounts........................... B - 13
Reports and Records....................B - 14
Portfolio Supervision..................B - 14
Amendment of the Indenture................B - 15
Termination of the Trust..................B - 15
Sponsor...................................B - 16
Code of Ethics............................B - 16
Trustee...................................B - 16
Independent Auditors......................B - 17
Legal Opinions.......................... B - 17
PAINEWBBER EQUITY TRUST, GROWTH STOCK SERIES
TWENTY TWO
(The Information Revolution Wars) - 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 May 19, 1999 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 April 30, 2000, 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 plans to hold until its termination a
diversified portfolio of stocks which PaineWebber
selected on May 19, 1999, the first day of the
Trust. As of that date PaineWebber believed that
the Internet will significantly alter the
landscape of the global economy, and that it will
enhance and intensify the struggles for survival,
growth prospects and market dominance among
businesses worldwide. PaineWebber terms these
struggles the "The Information Revolution Wars".
In PaineWebber's opinion, the Internet will pose
both opportunities and threats to virtually all
segments of the U.S. economy. PaineWebber has
analyzed the past and present impact of the
Internet and believes it may have identified
those companies poised to survive and thrive
amidst "The Information Revolution Wars." Unless
terminated sooner, the Trust is scheduled to
terminate on June 1, 2004 regardless of market
conditions at the time.
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.
On April 30, 2000, the aggregate market value of
the Trust Portfolio was $186,983,465. 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 Market Value
Industry Source of the Trust
Air Freight Transportation .97%
Airlines .71
Apparel Manufacturers 2.17
Auction House/Art Dealer .66
Beverages 2.59
Broadcast Services 1.57
Computers-Hardware/Software 8.81
(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
Primary Market Value
Industry Source of the Trust
Cosmetics & Toiletries 1.49%
Cruise Lines .89
Financial Institutions/Banks 12.73
Insurance-Multi-Line 5.47
Internet Software 3.88
Multimedia 4.23
Networking Products 3.57
Office Automation & Equipment .68
Printers & Related Products 2.80
Radio 1.85
REITS-Warehouse/Industrial 3.16
Retail-Apparel/Shoe 6.21
Retail-Building Products 3.59
Retail-Catalog Shopping/Mail
Order 3.59
Retail-Discount 4.00
Retail-Internet 3.26
Retail-Jewelry 4.37
Retail-Office Supplies 1.86
Retail-Restaurants 1.26
Telecommunications 11.51
Toys .73
Travel Services 1.39
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.
<TABLE>
ESSENTIAL INFORMATION REGARDING THE TRUST
As of April 30, 2000
<CAPTION>
Sponsor: PaineWebber Incorporated
Trustee: Investors Bank & Trust Co.
Initial Date of Deposit: May 19, 1999
<S> <C>
Aggregate Market Value of Securities in Trust: $186,983,465
Number of Units: 18,592,316
Fractional Undivided Interest in the Trust Represented by
Each Unit: 1/18,592,316th
Calculation of Public Offering Price Per Unit*
Aggregate Value of Net Assets in Trust $183,721,209
Divided by 18,592,316 Units $9.8816
Plus Sales Charge of 1.00% of Public Offering Price $0.0998
Public Offering Price per Unit $9.9814
Redemption Value per Unit: $9.8816
Excess of Public Offering Price over Redemption Value per Unit: $0.0998
Sponsor's Repurchase Price Per Unit: $9.8816
Excess of Public Offering over Sponsor's Repurchase Price per Unit: $0.0998
Evaluation Time: 4 P.M. New York Time
Income Account Distribution Dates* *: September 25, 1999 and quarterly
thereafter and on the Mandatory
Termination Date.
Capital Account Distribution Dates* *: December 31, 1999 and annually
thereafter and on the Mandatory
Termination Date. No distributions
of less than $.05 per Unit need be
made from the Capital Account on
any Distribution Date.
Record Dates: March 10, June 10, September 10,
December 10
Mandatory Termination Date: June 1, 2004
Discretionary Liquidation Amount: 50% of the value of the Securities
upon completion of the deposit of
the Securities
Estimated Annual Expenses of the Trust* * * $.0300 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
<C> <S>
THE UNITHOLDERS, SPONSOR AND TRUSTEE
THE PAINEWEBBER EQUITY TRUST, GROWTH STOCK SERIES
TWENTY TWO:
We have audited the accompanying statement of
financial condition, including the schedule of
investments, of The PaineWebber Equity Trust,
Growth Stock Series Twenty Two as of April 30,
2000 and the related statements of operations and
changes in net assets for the period from May 19,
1999 (initial date of deposit) to April 30, 2000.
These financial statements are the responsibility
of the Trustee. Our responsibility is to express
an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with
auditing standards generally accepted in the
United States. 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 April
30, 2000, as shown in the statement of financial
condition and schedule of investments, by
correspondence with the Trustee. An audit also
includes assessing the accounting principles used
and significant estimates made by the Trustee, as
well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Twenty Two at April 30,
2000 and the results of its operations and changes
in its net assets for the period from May 19, 1999
to April 30, 2000, in conformity with accounting
principles generally accepted in the United
States.
ERNST & YOUNG LLP
New York, New York
August 22, 2000
</TABLE>
<TABLE>
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES TWENTY TWO
STATEMENT OF FINANCIAL CONDITION
April 30, 2000
<CAPTION>
ASSETS
<S> <C> <C>
Common Stock - at market value (Cost $174,522,120)
(note 1 to schedule of investments) $186,983,465
Dividends receivable 53,173
Accounts Receivable - Securities Sold 277,723
Cash 226,296
Total Assets $187,540,657
LIABILITIES AND NET ASSETS
Accounts Payable - Units Redeemed $291,589
Accrued expenses payable 3,527,859
Total Liabilities $3,819,448
Net assets (18,592,316 units of fractional undivided interest outstanding):
Cost of 18,592,316 units (note B) $176,284,970
Less sales charge (note C) (1,762,850)
Net amount applicable to investors 174,522,120
Net unrealized market appreciation (note D) 12,461,345
Net amount applicable to unitholders 186,983,465
Undistributed investment income-net 132,500
Overdistributed proceeds from securities sold (3,394,756)
Net assets 183,721,209
Total liabilities and net assets $187,540,657
Net asset value per Unit $9.8816
See accompanying notes to financial statements.
</TABLE>
<TABLE>
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES TWENTY TWO
STATEMENT OF OPERATIONS
<CAPTION>
For the Period
from May 19,
1999 (initial date
of deposit) to
April 30,
2000
<S> <C>
Operations:
Dividend Income $1,469,313
Total investment income 1,469,313
Less expenses:
Trustee's fees, expenses and evaluator's expense 4,016,189
Total expenses 4,016,189
Investment Income-net (2,546,876)
Realized and unrealized gain on investments-net:
Net realized gain on securities transactions 308,318
Net change in unrealized market appreciation 12,461,345
Net realized and unrealized gain on investments 12,769,663
Net increase in net assets resulting from operations $10,222,787
See accompanying notes to financial statements
</TABLE>
<TABLE>
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES TWENTY TWO
STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
For the Period
from May 19,
1999 (initial date
of deposit) to
April 30,
2000
<S> <C>
Operations:
Investment income-net ($2,546,876)
Net realized gain on securities transactions 308,318
Net change in unrealized market appreciation 12,461,345
Net increase in net assets resulting from operations 10,222,787
Less: Distributions to Unitholders (Note E)
Principal 2,350,241
Investment Income 775,506
Total Distributions 3,125,747
Less: Units Redeemed By Unitholders (Note F)
Value of units redeemed at date of redemption 40,196,545
Undistributed income at date of redemption 29,022
Total Redemptions 40,225,567
Decrease in net assets (33,128,527)
Net Assets:
Beginning of Period ---
Supplemental Deposits 216,849,736
End of Period $183,721,209
See accompanying notes to financial statements.
</TABLE>
<TABLE>
NOTES TO FINANCIAL STATEMENTS
April 30, 2000
(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 1.00% (1.01% of the net amount
invested). See "Public Offering of Units - Sales
Charge and Volume Discount", for information
relating to the secondary market.
(D) At April 30, 2000, the gross unrealized
market appreciation was $37,623,094 and the gross
unrealized market depreciation was ($25,161,749).
The net unrealized market depreciation was
$12,461,345.
(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 May 19,
1999 (initial date
of deposit) to
April 30,
2000
<S> <C>
Total number of units redeemed 4,057,000
Redemption amount $40,225,567
The following units were sold through supplemental deposits:
Number of units sold 22,548,623
Value of amount, net of sales charge $215,859,716
</TABLE>
<TABLE>
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES TWENTY TWO
SCHEDULE OF INVESTMENTS
As of April 30, 2000
<CAPTION>
COMMON STOCKS (100%)
Name of Issuer Number of Shares Market Value(1)
<C> <C> <C>
Air Freight Transportation: (.97%)
FDX Corporation* 48,143 $1,814,389
Airlines: (.71%)
AMR Corporation* 38,880 1,324,350
Apparel Manufacturers: (2.17%)
Gucci Group 38,880 3,406,860
Tommy Hilfiger Corporation* 74,061 652,663
Auction House/Art Dealer: (.66%)
Sotheby's Holdings, Inc. 74,064 1,226,685
Beverages: (2.59%)
LVMH (Louis Vuitton Moet Hennessy) ~ 54,874 4,842,630
Broadcast Services: (1.57%)
Clear Channel Communications, Inc.* 40,733 2,932,776
Computers-Hardware/Software: (8.81%)
Dell Computer Corporation* 64,808 3,248,501
International Business Machines Corporation (IBM) 22,221 2,480,419
Microsoft Corporation* 37,027 2,582,633
Sun Microsystems, Inc.* 88,878 8,171,220
Cosmetics & Toiletries: (1.49%)
The Estee Lauder Companies Inc. 62,952 2,777,757
Cruise Lines: (.89%)
Carnival Corporation 66,659 1,658,143
Financial Institutions/Banks: (12.73%)
Citigroup Inc. 66,658 3,961,985
Donaldson, Lufkin & Jenrette, Inc. 38,880 1,620,810
Merrill Lynch & Co., Inc. 37,027 3,774,440
Morgan Stanley Dean Witter & Co. 59,244 4,546,977
State Street Corporation 37,027 3,586,991
The Bank of New York Company, Inc. 79,619 3,269,355
Wells Fargo & Company 74,064 3,041,253
Insurance-Multi-Line: (5.47%)
Berkshire Hathaway Inc.* 1,298 2,487,130
Hartford Life, Inc. 57,397 2,826,802
Nationwide Financial Services, Inc. 62,953 1,754,815
The Allstate Corporation 77,768 1,837,269
The Progressive Corporation 20,366 1,332,700
Internet Software: (3.88%)
America Online, Inc.* 40,728 2,436,044
Yahoo! Inc.* 37,037 4,824,069
Multimedia: (4.23%)
The Walt Disney Company 98,130 4,250,256
Time Warner Inc. 40,733 3,663,424
Networking Products: (3.57%)
Cisco Systems, Inc.* 96,285 6,675,255
Office Automation & Equipment: (.68%)
Xerox Corporation 48,143 1,272,781
Printers & Related Products: (2.80%)
Lexmark International Group, Inc.* 44,439 5,243,801
Radio: (1.85%)
Infinity Broadcasting Corporation* 101,836 3,456,059
(Continued)
</TABLE>
<TABLE>
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES TWENTY TWO
SCHEDULE OF INVESTMENTS
As of April 30, 2000
<CAPTION>
COMMON STOCKS (100%)
Name of Issuer Number of Shares Market Value(1)
<C> <C> <C>
REITS-Warehouse/Industrial: (3.16%)
AMB Property Corporation 129,611 $2,859,543
EastGroup Properties, Inc. 146,272 3,044,286
Retail-Apparel/Shoe: (6.21%)
Abercrombie & Fitch Co.* 70,358 773,938
AnnTaylor Stores Corporation* 64,808 1,340,716
Intimate Brands, Inc. 61,345 2,361,783
The Gap, Inc. 69,431 2,551,589
The Talbots, Inc. 90,721 4,587,081
Retail-Building Products: (3.59%)
Lowe's Companies, Inc. 53,698 2,658,051
The Home Depot, Inc. 72,214 4,048,497
Retail-Catalog Shopping/Mail Order: (3.59%)
Lands' End, Inc.* 66,659 2,820,509
Lillian Vernon Corporation 107,389 1,020,196
Spiegel, Inc.* 348,094 2,871,776
Retail-Discount: (4.00%)
Costco Wholesale Corporation (2)* 74,052 4,003,436
Wal-Mart Stores, Inc. 62,953 3,486,022
Retail-Internet: (3.26%)
Amazon.com, Inc.* 44,411 2,450,932
EBay, Inc.* 14,814 2,358,204
Priceline.com Incorporated* 20,366 1,288,150
Retail-Jewelry: (4.37%)
Tiffany & Co. 70,360 5,114,292
Zale Corporation* 74,064 3,055,140
Retail-Office Supplies: (1.86%)
Office Depot, Inc.* 139,050 1,468,716
Staples, Inc.* 105,538 2,011,818
Retail-Restaurants: (1.26%)
Starbucks Corporation* 77,768 2,351,269
Telecommunications: (11.51%)
AT&T Corp 48,143 2,247,676
Level 3 Communications, Inc.* 33,326 2,966,014
Lucent Technologies Inc. 48,143 2,993,893
MCI WorldCom, Inc.* 49,992 2,271,512
Nextel Communications, Inc.* 75,910 8,307,400
Qwest Communications International Inc.* 62,951 2,730,500
Toys: (.73%)
Mattel, Inc. 111,092 1,360,877
Travel Services: (1.39%)
The SABRE Group Holdings, Inc.* 74,373 2,598,407
TOTAL INVESTMENTS $186,983,465
(1) Valuation of Securities was made by the
Trustee as described in "Valuation".
(2) Name changed from Costco Companies, Inc.
* Non-income producing.
~ These shares are U.S. dollar denominated
and pay dividends in U.S. dollars but are subject
to investment
risks generally facing common stocks of
foreign issuers. (See "Risk Factors and Special
Considerations.")
</TABLE>
PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 22
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 22 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 constructing the Trust's portfolio on May
19, 1999, PaineWebber believed that Phase I
of the "Information Revolution" consisted of
the "digitization" of individual enterprises.
PaineWebber uses the term "digitization" to
refer to the process by which information is
transformed into digital code ("bits" and
"bytes") so that such information can be
read, manipulated and stored by a computer.
Once this "digitization" process began,
networks of increasingly ubiquitous computers
were created, starting with mainframe
computers in the 1950s and 1960s,
minicomputers in the 1970s and 1980s, and
personal computers ("PCs") in the 1980s and
1990s. PaineWebber observes that this
"digitization" process mainly increased the
speed and efficiency of conducting
traditional ways of doing business.
In PaineWebber's opinion, the Internet
represents Phase II of the "Information
Revolution", during which electronic devices
will proliferate and will all be digitally
linked to each other. PaineWebber believes
that the Internet is more than just a
communication tool and is a revolutionary new
technology that redefines the concept of
information or "content." "Content", in
PaineWebber's opinion, is no longer the
information that historically has been
delivered via traditional media, such as
books, movies and recordings, but is now
becoming any portion of global Gross Domestic
Product that can be "digitized." Thus, the
Internet promises wealth producing activities
to the creators and distributors of "content"
as well as facilitating easy delivery of
"content" to anyone with access to the
Internet.
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,
as Trustee (the "Trustee"). The objective of
the Trust is capital appreciation through an
investment principally in equity stocks
having, in Sponsor's opinion on the Initial
Date of Deposit, potential for capital
appreciation. Of course, there can be no
assurance that the objective of the Trust
will be achieved.
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 Securities 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 each
issue 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 or pursuant
to the Reinvestment Plan, 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
*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.
(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 a
Security or to reflect a merger or
reorganization or other similar occurrence.
In addition, under certain circumstances,
e.g., if a Security held in the Trust is not
readily available, in the opinion of the
Sponsor, the Trust may acquire other
securities, which, in its opinion, are of the
same general quality as that of the Security
originally deposited. 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 added to the
Income Account. (See "Administration of the
Trust" and "Reinvestment Plan").
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 or pursuant
to the Reinvestment Plan), 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".)
Investors should be aware that the Trust,
unlike a mutual fund, is not a "managed" fund
and as a result the adverse financial
condition of a company will not result in its
elimination from the portfolio except under
certain limited circumstances (see "Trust
Administration--Portfolio Administration").
In addition, Securities will not be sold by
the Trust to take advantage of market
fluctuations or changes in anticipated rates
of appreciation.
Investors should note that PaineWebber, in
its general securities business, acts as
agent or principal in connection with the
purchases and sales of equity securities,
including the Securities in the Trust, and
may act as a market maker in certain of the
Securities. PaineWebber also from time to
time issues reports and may make
recommendations relating to equity
securities, including the Securities in the
Trust, and has provided, and may continue to
provide, investment banking services to the
issuers of the Securities.
Investors should note in particular that the
Securities were selected by the Sponsor as of
the Initial Date of Deposit. The Trust may
continue to purchase Additional Securities
when additional Units are offered to the
public or pursuant to the Reinvestment Plan,
or may continue to hold Securities originally
selected through this process. This may be
the case even though the evaluation of the
attractiveness of such Securities may have
changed and, if the evaluation were performed
again at that time, the Securities would not
be selected for the Trust. In addition, the
Sponsor may continue to sell Trust Units even
if PaineWebber changes a recommendation
relating to one or more Securities in 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.
The Trust is not appropriate for investors
who require high current income or seek
conservation of capital.
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 Stocks 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.
Certain of the Stocks in the Trust may be ADRs
which are subject to additional risks. (See
"Schedule of Investments.") ADRs evidence
American Depositary Shares ("ADS"), which, in
turn, represent common stock of foreign issuers
deposited with a custodian in a depositary. (For
purposes of this Prospectus, the term "ADR"
generally includes "ADS".) ADRs involve certain
investment risks that are different from those
found in stocks issued by domestic issuers. These
investment risks include potential political and
economic developments, potential establishment of
exchange controls, new or higher levels of
taxation, or other governmental actions which
might adversely affect the payment or receipt of
payment of dividends on the common stock of
foreign issuers underlying such ADRs. ADRs may
also be subject to current foreign taxes, which
could reduce the yield on such securities. Also,
certain foreign issuers are not subject to
reporting requirements under U.S. securities laws
and therefore may make less information publicly
available than that provided by domestic issuers.
Further, foreign issuers are not necessarily
subject to uniform financial reporting, auditing
and accounting standards and practices which are
applicable to publicly traded domestic issuers.
In addition, the securities underlying the ADRs
held in the Trust are generally denominated, and
pay dividends, in foreign currency. An investment
in securities denominated and principally traded
in foreign currencies involves investment risk
substantially different than an investment in
securities that are denominated and principally
traded in U.S. dollars. This is due to currency
exchange rate risk, because the U.S. dollar value
of the shares underlying the ADRs and of their
dividends will vary with the fluctuations in the
U.S. dollar foreign exchange rates for the
relevant currency in which the shares underlying
the ADRs are denominated. The Trust, however,
will compute its income in United States dollars,
and to the extent any of the Stocks in the Trust
pay income or dividends in foreign currency, the
Trust's computation of income will be made on the
date of its receipt by the Trust at the foreign
exchange rate then in effect. PaineWebber
observes that, in the recent past, most foreign
currencies have fluctuated widely in value
against the U.S. dollar for many reasons,
including the soundness of the world economy,
supply and demand of the relevant currency, and
the strength of the relevant regional economy as
compared to the economies of the United States
and other countries. Exchange rate fluctuations
are also dependent, in part, on a number of
economic factors including economic conditions
within the relevant country, interest rate
differentials between currencies, the balance of
imports and exports of goods and services, and
the transfer of income and capital from one
country to another. These economic factors in
turn are influenced by a particular country's
monetary and fiscal policies, perceived political
stability (particularly with respect to transfer
of capital) and investor psychology, especially
that of institutional investors, who make
assessments of the future relative strength or
weakness of a particular currency. As a general
rule, the currency of a country with a low rate
of inflation and a favorable balance of trade
should increase in value relative to the currency
of a country with a high rate of inflation and
deficits in the balance of trade.
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
Additional Securities in amounts and in
percentage relationships described above under
"The Trust." To the extent the price of a
Security increases or decreases between the time
cash is deposited with instructions to purchase
the Additional Security and the time the cash is
used to purchase the Additional 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 Additional
Securities as closely as possible to the
Evaluation Time or at prices as closely 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
Additional 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,
or acquire new 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 under
the caption "Administration of the Trust--
Portfolio Supervision".)
A number of the Securities in the Trust may also
be owned by other clients of the Sponsor.
However, because these clients may have
investment objectives which differ from that of
the Trust, the Sponsor may sell certain
Securities from such clients' accounts in
instances where a sale of such Securities by the
Trust would be impermissible, such as to maximize
return by taking advantage of attractive market
fluctuations in such Securities. As a result, the
amount realized upon the sale of the Securities
from the Trust may not be the highest price
attained for an individual Security during the
life of the Trust.
The Sponsor may have acted as underwriter,
manager, or co-manager of a public offering of
the Securities deposited into the Trust on the
Initial Date of Deposit, or as an adviser to one
or more of the issuers of the Securities, during
the last three (3) years. The Sponsor or
affiliates of the Sponsor may serve as
specialists in the Securities on one or more
stock exchanges and may have a long or short
position in any of these Securities or in options
on any of them, and may be on the opposite sides
of public orders executed on the floor of an
exchange where the Securities are listed. The
Sponsor may trade for its own account as an odd-
lot dealer, market maker, block positioner and/or
arbitrageur in any of the Securities or options
on them. The Sponsor, its affiliates, directors,
elected officers and employee benefits programs
may have either a long or short position in any
of the Securities or in options on them.
The Sponsor does not know of any pending
litigation that might reasonably be expected to
have a material adverse effect on the Portfolio,
although pending litigation may have a material
adverse effect on the value of Securities in the
Portfolio. In addition, at any time after the
Initial Date of Deposit, litigation may be
initiated on a variety of grounds, or legislation
may be enacted, affecting the Securities in the
Portfolio or the issuers of such Securities.
Changing approaches to regulation may have a
negative impact on certain companies represented
in the Portfolio. There can be no assurance that
future litigation, legislation, regulation or
deregulation will not have a material adverse
effect on the Portfolio or will not impair the
ability of issuers of the Securities to achieve
their business goals.
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 based on the terms of
its offer. Payment generally takes the form of
cash, securities (typically bonds or notes), or
cash and securities. The Indenture contains
provisions requiring the Trustee to follow
certain procedures regarding mergers,
acquisitions, tender offers and other corporate
actions. Under certain circumstances, the
Trustee, at the direction of the Sponsor, may
hold or sell any stock or securities received in
connection with such corporate actions (see
"Administration of the Trust--Portfolio
Supervision").
FEDERAL INCOME TAXES
The Trust intends to continue 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, subject to certain
conditions and requirements, the Trust will not
be subject to federal income tax to the extent
its income is distributed to Unitholders in a
timely manner. Any undistributed income may be
subject to tax, including a four percent (4%)
excise tax imposed by Section 4982 of the Code on
certain undistributed income of a regulated
investment company that does not distribute to
shareholders in a timely manner at least ninety-
eight percent (98%) of its taxable income
(including capital gains). The Trust intends to
distribute all of its income, including capital
gains, annually.
The gross income of the Trust typically will
include dividends, interest and gains on sales or
other dispositions of Securities. In order to
qualify 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 herein 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 for, and only to the extent of, a specific
designation by the Trust.
Distributions by the Trust that are designated
by it as "net capital gain" will be taxable to
Unitholders as long-term capital gain, 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 a 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.
Unitholders will be taxed in the manner
described above regardless of whether
distributions from the Trust are actually
received by the Unitholder or are reinvested
pursuant to the Reinvestment Plan.
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 of taxation is a
general summary and relates only to certain
aspects of the federal income tax consequences of
an investment in the Trust for Unitholders that
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 Securities, 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. Subject to
variations discussed below, Units will be charged
a Total Sales Charge of 4.00% per Unit which is a
combination of the Initial and Deferred Sales
Charges. The Initial Sales Charge will be 1.00% of
the Public Offering Price. In the first year,
assuming a purchase on the Initial Date of Deposit
of 100 Units, the Initial Sales Charge will be
$10.00. Commencing in the seventh (7th) month of
the Trust's first year (November, 1999) and
continuing through the twelfth (12th) month of the
Trust's first year (April, 2000) and then
commencing again in the seventh (7th) month of the
Trust's second year (November, 2000) and
continuing through the twelfth (12th) month of the
Trust's second year (April, 2001), the Deferred
Sales Charge per 100 Units will be $15.00 per
year, approximately 1.50% of the Public Offering
Price. Because the Deferred Sales Charge per 100
Units is $15.00 per year for the first two years
of the Trust, regardless of the price paid for
Units, the Total Sales Charges expressed as a
percentage of the Public Offering Price will vary
with the price you pay to purchase Units. So, for
example, if you buy 100 Units for $1,000
(including the Initial Sales Charge of $10.00 and
hold the Units until the Trust terminates, you
will pay a Total Sales Charge of $40.00 or 4.00%
of the acquisition price for such Units. If,
however, you buy 100 Units for $950.00 (including
the Initial Sales Charge of $9.50), you will pay a
Total Sales Charge of $39.50 or 4.16% of the
acquisition price for such Units.
The monthly Deferred Sales Charge is a charge of
$2.50 per 100 Units and is accrued in six (6)
installments each year of the Trust during the
first (1st) and second (2nd) full years of the
life of the Trust ($15.00 annual total). Units
purchased after an accrual date for a Deferred
Sales Charge installment are not subject to any
Deferred Sales Charge installments prior to such
purchase date. Units redeemed or repurchased
prior to the accrual of the final Deferred Sales
Charge installment will have the amount of any
installments remaining deducted from the
redemption or repurchase proceeds, although this
deduction will be waived in the event of death or
disability (as defined in the Internal Revenue
Code) of an investor. If Units are sold, redeemed
or exchanged prior to May 1, 2000, only the
balance of the Deferred Sales Charges remaining
for the first year of the Trust will be deducted.
If Units are sold, redeemed or exchanged on or
after May 1, 2000, the remaining balance of the
Deferred Sales Charges for the second year of the
Trust will be deducted.
It is anticipated that the Securities will not
be sold to pay the Deferred Sales Charges until
after the date of the final installment in the
first and second years of the Trust. Investors
will be at risk for market price fluctuations in
the Securities from the several installment
accrual dates to the dates of actual sales of
Securities to satisfy this liability.
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 as set forth below
for sales made on a single day to any person of
at least $50,000 or 5,000 Units, applied on
whichever basis is more favorable to the
purchaser.
Sales Charges on the Initial Date of Deposit
through April 5, 2001
As % of As % of
Public Net
Aggregate Dollar Offering Amount
Value of Units* Price Invested
Less than $50,000... 1.00% 1.01%
$50,000 to $99,999.. .75 ---
$100,000 to $249,999 .50 ---
$250,000 to $499,999 .25 ---
$500,000 to $999,999 .00 ---
$1,000,000 or more.. negotiable
Sales Charges on the Initial Date of Deposit
through April 5, 2001
Total Sales Charge
Maximum
Dollar
Amount
As % of As % of Deferred
Public Net Sales
Aggregate Dollar Offering Amount Charge per
Value of Units* Price Invested 100 Units
Less than $50,000....1.01% 4.17% $30.00
$50,000 to $99,999...3.75 3.90 $30.00
$100,000 to $249,999.3.50 3.63 $30.00
$250,000 to $499,999.3.25 3.36 $30.00
$500,000 to $999,999.3.00 3.09 $30.00
$1,000,000 or more.. negotiable
Sales Charges from April 6, 2001 through April
30, 2002
Initial Sale Charge
As % of As % of
Public Net Deferred
Aggregate Dollar Offering Amount Sales
Value of Units* Price Invested Charge
Less than $50,000......2.50% 2.56% None
$50,000 to $99,999.....2.00 2.04
$100,000 to $249,999...1.75 1.78
$250,000 to $499,999...1.50 1.52
$500,000 to $999,999...1.25 1.27
$1,000,000 or more.....1.00 1.01
Sales Charges from May 1, 2002 and Thereafter
Initial
Sales
Charge
As % of As % of
Public Net Deferred
Aggregate Dollar Offering Amount Sales
Value of Units* Price Invested Charge
Less than $50,000......2.00% 2.04% None
$50,000 to $99,999.....1.75 1.78
$100,000 to $249,999...1.50 1.52
$250,000 to $499,999...1.25 1.27
$500,000 to $999,999...1.00 1.01
$1,000,000 or more..... .75 ---
__________________
* The sales charge applicable to volume
purchasers according to the table above will be
applied on either a dollar or Unit basis,
depending upon which basis provides a more
favorable purchase price to the purchaser.
The volume discount on the Initial 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 not 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 Initial Sales
Charges are also applicable to a trustee or other
fiduciary purchasing Units for a single trust
estate or single fiduciary account.
No Initial Sales Charge will be imposed on Units
of the Trust acquired by Unitholders in
connection with participation in the Reinvestment
Plan (see "Reinvestment Plan").
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 Growth
Stock Series 22 of the PaineWebber Equity Trust
for units of one or more of any series of
PaineWebber Municipal Bond Fund (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 Corporate Bond Trust (the
"Corporate Series"); PaineWebber Pathfinder's
Trust (the "Pathfinder's Trust"); the PaineWebber
Federal Government Trust (the "Government
Series"); The Municipal Bond Trust, Insured
Series (the "Insured Series"); or the PaineWebber
Equity Trust (the "Equity Series") (collectively
referred to as the "Exchange Trusts"), at a
Public Offering Price for the Units of the
Exchange Trusts to be acquired based on a reduced
sales charge as discussed below. 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 Exchange 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
expenses 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 this Growth
Stock Series 22 and paid the Initial Sales Charge
and any Deferred Sales Charges that, in total,
was an amount less than the per Unit, per 100
Unit or per 1,000 Unit sales charge of the series
of the 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 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 a sales charge based on the
greater of the reduced sales charge, or an amount
which, together with the initial sales charge
paid in connection with the acquisition of the
Units being exchanged, equals the 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. Owners of Units
of this Growth Stock Series 22 electing to use
the Exchange Option in connection with units of
other Exchange Trusts subject to a deferred sales
charge ("Deferred Sales Charge Units") will be
permitted 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 Exchange Option
will continue to be subject to the deferred sales
charge installments remaining on those Deferred
Sales Charge Units so acquired.
The Sponsor will permit exchanges at the reduced
sales charge provided there is either a primary
market for Units or a secondary market maintained
by the Sponsor in both the Units of this Growth
Stock Series 22 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 to round
up to the next highest number of Units. An
exchange of Units pursuant to the Exchange Option
generally will constitute a "taxable event" under
the Code, i.e., a Unitholder will recognize a tax
gain or loss at the time of exchange. Unitholders
are urged to consult their own tax advisors as to
the tax consequences to them of exchanging Units
in particular cases.
The Sponsor reserves the right to modify,
suspend or terminate this Exchange Option at any
time with 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 to the
Sponsor of this Growth Stock Series 22 to
purchase Units of one or more of the Exchange
Trusts from the Sponsor. 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 market value
of the Securities in the portfolio of the Trust
next determined after receipt by the Sponsor of
an exchange request and properly endorsed
documents. Units of the Exchange Trust will be
sold to the Unitholder at a price based upon the
next determined market value of the Securities in
the Exchange Trust plus the reduced sales charge.
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.
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
("Conversion Trust Units") directly to acquire
available units of any Exchange Trust 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 Trust Units will be permitted to use
the cash proceeds received from the sale or
redemption of those units to acquire units of
this Growth Stock Series 22, or any other
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 Deferred
Sales Charge 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 the 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 with 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 $20 per 100 Units in the
first year, and $12 per 100 Units in the second
year, of the Trust, 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 $500,000 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, but any
remaining Deferred Sales Charge installments will
be deducted at that time. 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.")
Unitholders who redeem prior to the accrual of
the final Deferred Sales Charges installment,
may, depending upon the date of such redemption,
have the amount of any installments remaining
deducted from their redemption proceeds or
deducted in calculating an in-kind redemption,
although this deduction will be waived in the
event of death or disability (as defined in the
Internal Revenue Code) of an investor (see
"Public Offering of Units").
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. Stocks will be sold pro rata, to the
extent possible, and if not possible, the Trustee
may designate Securities to be sold. (See
"Administration of the Trust.") However, with
respect to redemption requests in excess of
$500,000, the Sponsor may determine in its sole
discretion to direct the Trustee to redeem Units
"in kind" by distributing Stocks 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 Stocks 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, (b) cash on hand in
the Trust, including dividends receivable on
Stock trading ex-dividend and income accrued held
but not yet distributed (other than any cash held
in any reserve account established under the
Indenture or cash held for the purchase of
Contract Securities) and (c) accounts receivable
for Securities sold and any other assets of the
Trust not included in (a) and (b) above, and
deducting therefrom the sum of (v) taxes or other
governmental charges against the Trust not
previously deducted, (w) accrued fees and
expenses of the Trustee and the Sponsor
(including legal and auditing expenses), other
Trust expenses and any accrued Deferred Sales
Charge installment not yet paid to the Sponsor
(x) cash allocated for distributions to
Unitholders and amounts owed to the Sponsor in
reimbursement of Initial Organizational Costs and
(y) accounts payable for Units tendered for
redemption and any other liabilities of the Trust
Fund not included in (v), (w), (x) and (y) above.
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.
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 such Stock.
COMPARISON OF PUBLIC OFFERING PRICE AND REDEMPTION VALUE
The Stocks are valued on the same basis for the
initial and secondary markets and for purposes of
redemptions. On the business day prior to the
Initial Date of Deposit, the Public Offering
Price per Unit (which figure includes the Initial
Sales Charge) exceeded the Redemption Value. (See
"Essential Information"). The prices of Stocks
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. Also, as of the close of the initial
public offering period, the Redemption Value per
Unit will be reduced to reflect the sale of
Securities made to reimburse the Sponsor for the
Initial Organizational Costs.
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 $.0095
which include, but are not limited to 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 the 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 Trust 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 financial statements 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.
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 $.0500 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.
Unitholders may elect to have their Income
Account and Capital Account distributions
automatically reinvested into additional Units of
the Trust at no Initial Sales Charge. (See
"Reinvestment Plan").
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 of the Trust".)
REINVESTMENT PLAN
Income Account and Capital Account distributions
on Units may be reinvested by participating in
the Trust's Reinvestment Plan (the "Reinvestment
Plan"). To participate in the Reinvestment Plan,
a Unitholder must contact his broker, dealer or
financial institution to determine whether he may
participate in the Reinvestment Plan. Under the
Reinvestment Plan, the Units acquired for current
Unitholders will be either Units already held in
inventory by the Sponsor or new Units created by
the Sponsor's deposit of Additional Securities,
contracts to purchase Additional Securities or
cash (or a bank letter of credit in lieu of cash)
with instructions to purchase Additional
Securities. Deposits or purchases of additional
Securities will be made so as to maintain the
percentage relationships of shares of Stocks,
except as discussed under "The Trust". Purchases
made pursuant to the Reinvestment Plan will be
made without any Initial Sales Charge at the net
asset value for Units of the Trust; of course,
such Units will be subject to the Deferred Sales
Charges remaining on Units received. Under the
Reinvestment Plan, the Trust will pay the
distributions to the Trustee which in turn will
purchase for those participating Unitholders
whole Units of the Trust at the price determined
as of the close of business on the Distribution
Date and will add such Units to the Unitholder's
account. The Unitholder's account statement will
reflect the reinvestment. The Trustee will not
issue fractional Units, thus any cash remaining
after purchasing the maximum number of whole
Units will be distributed to the Unitholder.
Unitholders wishing to terminate their
participation in the Reinvestment Plan must
notify their broker, dealer or financial
institution of such decision. The Sponsor
reserves the right to amend, modify or terminate
the Reinvestment Plan at any time without prior
notice.
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.")
In addition, distributions of amounts necessary
to pay (1) the Initial Organizational Costs and
(2) the Deferred Sales Charges will be made from
the Income Account and, to the extent funds are
not sufficient therein, from the Capital Account,
to special accounts maintained by the Trustee for
purposes of (1) reimbursing the Sponsor and (2)
satisfying Unitholders' Deferred Sales Charges
obligations, respectively. To the extent that
funds are not available in the Capital Account to
meet certain charges or expenses, the Trustee may
sell Securities. Upon notification from the
Sponsor that the initial offering period is
terminated, the Trustee, at the direction of the
Sponsor, will cause the sale of Securities in an
amount equal to the Initial Organizational Costs
as certified to it by the Sponsor. Although the
Sponsor may collect the Deferred Sales Charges
monthly, currently the Sponsor does not
anticipate sales of Securities to pay such sales
charges until after April 5, 2000 and April 6,
2001.
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 1999, 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 under the following
circumstances:
(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 or interest 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 or interest 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 decrease in the Sponsor's internal
rating of the Security;
(7) if the sale of such Securities is desirable
to maintain the qualification of the Trust Fund
as a "regulated investment company"; 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.
Securities may also be tendered or sold in the
event of a tender offer, merger or acquisition in
the manner described under "The Trust." The
Trustee may also dispose of Securities where
necessary to pay Initial Organizational Costs,
Trust expenses, Deferred Sales Charge
installments 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.
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 also be amended by the Trustee
and the Sponsor without the consent of any of the
Unitholders to implement a program to reinvest
cash proceeds received by the Trust in connection
with corporate actions and in other situations,
when and if the Sponsor receives a favorable
response to the no-action letter request which it
intends to submit to the Division of Investment
Management at the SEC discussed above (see
"Distributions"). There can be no assurance that
a favorable no-action letter response will be
received.
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.
CODE OF ETHICS
The Trust and the Sponsor have each adopted a
code of ethics effective March 1, 2000 regarding
personal securities transactions by the Sponsor's
employees. The Code permits employee investments
in securities, including securities that may be
purchased or held by the Trust. The Code is
designed to prevent fraud, deception and
misconduct against the Trust and to provide for
reporting of personal securities transactions by
certain employees. The Code is on file with the
Commission and can be reviewed and copied at the
Commission's Public Reference Room in Washington,
DC. For information on operations of the Public
Reference room, call the Commission at (202) 942-
8090. The Code is available on the EDGAR
Database on the Commission's Internet site at
http:/www.sec.gov. A copy may be obtained, after
paying a duplicating fee, by electronic request
at [email protected], or by writing the
Commission's Public Reference Section,
Washington, DC 20549-0102.
TRUSTEE
The Trustee is 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 Statement of Net Assets and Schedule of
Investments audited by Ernst & Young LLP,
independent auditors, have been included in
reliance on 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
EX-99.A1 Code of Ethics of PaineWebber Unit Trust
Department effective as of March 1, 2000
(incorporated by reference to Exhibit 99.A1
to Post Effective Amendment Number 9 to Form
S-6 for the Municipal Bond Trust, Series 229,
(Reg. No. 33-34397), filed with the Commission
on April 7, 2000).
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 22 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 29th day of August, 2000.
PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES 22
(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 29th day of August, 2000.
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.
