<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1994
REGISTRATION NO. 33-53629
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
----------------
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:
THE UNCOMMON VALUES TRUST
1994 SERIES
B. NAME OF DEPOSITOR:
SMITH BARNEY INC.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICE:
TWO WORLD TRADE CENTER -- 101ST FLOOR
NEW YORK, N.Y. 10048
D. NAMES AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY TO:
THOMAS D. HARMAN, ESQ.
PIERRE DE ST. PHALLE, ESQ.
SMITH BARNEY INC. DAVIS POLK & WARDWELL
388 GREENWICH STREET
NEW YORK, NEW YORK 10013 450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES
BEING REGISTERED:
Indefinite
G. AMOUNT OF FILING FEE:
$500 (as required by Rule 24f-2)
H. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
[X] Check box if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.
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<PAGE>
UNCOMMON
VALUE
-----------------------------
A SMITH BARNEY UNIT THRUST
1994 SERIES
A Unit Investment Trust
SMITH BARNEY
The Uncommon Values Trust, 1994 Series is a
unit investment trust that offers investors
the opportunity to purchase Units
representing proportionate interests in a
portfolio of ten equity securities selected
for the first time by the Investment Policy
Committee, with the assistance of the
Research Department, of Smith Barney Inc. as
the Trust Portfolio for 1994-1995. Smith
Barney, Harris Upham & Co. Incorporated (now
Smith Barney Inc.), together with certain of
its affiliates, purchased the domestic
retail brokerage and asset management
businesses of Shearson Lehman Brothers
Holdings Inc. in July 1993. The value of the
Units will fluctuate with the value of the
underlying securities. The minimum purchase
is $1,000 for individual purchases, and $250
for purchases by Individual Retirement
Accounts, self-employed retirement plans
(formerly Keogh Plans), pension funds and
other tax-deferred retirement plans.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Inquiries should be directed to the Sponsor at (800) 298-
UNIT.
Prospectus dated July 1, 1994
Read and retain this Prospectus for future reference
<PAGE>
UNCOMMON VALUES TRUST, 1994 SERIES
INVESTMENT SUMMARY AS OF JULY 1, 1994+
<TABLE>
<S> <C>
SPONSOR
Smith Barney Inc.
INITIAL NUMBER OF UNITS++........................................ 1,000,000
FRACTIONAL UNDIVIDED INTEREST IN TRUST REPRESENTED BY EACH UNIT.. 1/1,000,000TH
PUBLIC OFFERING PRICE (per 1,000 Units)..........................
Aggregate value of Securities in Trust.......................... $ 960,325.50
Divided by 1,000,000 Units
(times 1,000).................................................. $ 960.33
Plus sales charge of 4.00% of Public Offering Price (4.167% of
the net amount invested in Securities)*........................ $ 40.02
-------------
Public Offering Price per 1,000 Units........................... $ 1,000.35
Plus the amount per 1,000 Units in the Income and Capital
Accounts (see Description of the Trust--Income)................ $ -0-
-------------
Total (per 1,000 Units)......................................... $ 1,000.35
=============
SPONSOR'S REPURCHASE PRICE AND REDEMPTION PRICE** PER 1,000
UNITS (based on value of underlying securities)................ $ 960.33
</TABLE>
DISTRIBUTIONS
Distributions of income, if any, will be made on the last business day of
each year, commencing December 30, 1994, to Holders of record on December 15
and will be automatically reinvested in additional Units of this Trust at no
extra charge unless the Holder elects to receive his distribution in cash. A
Final Distribution will be made upon termination of the Trust.
<TABLE>
<S> <C>
SPONSOR'S PROFIT OR (LOSS)
ON DEPOSIT........................................................... $(2,588)
TRUSTEE'S ANNUAL FEE
$1.40 per 1,000 Units
(see Expenses and Charges)...........................................
SPONSOR'S ANNUAL FEE
Maximum of $.25 per 1,000 Units
(see Expenses and Charges)...........................................
RECORD DAY
December 15th of each year...........................................
DISTRIBUTION DAY
</TABLE>
On the last business day of each year, commencing December 30, 1994, and upon
termination and liquidation of the Trust.
EVALUATION TIME
12:00 Noon New York time on the Initial Date of Deposit and 4:00 P.M. New
York time thereafter
TRUSTEE AND DISTRIBUTION AGENT
United States Trust Company of New York
MINIMUM VALUE OF TRUST
The trust indenture between the Sponsor and the Trustee (the "Indenture") may
be terminated if the net asset value of the Trust is less than $500,000, un-
less the net asset value of Trust deposits has exceeded $12,000,000. In that
case, the Indenture may be terminated if the net asset value of the Trust is
less than $5,000,000. See Risk Factors, page 3.
MANDATORY TERMINATION OF TRUST
July 31, 1997 (the "Mandatory Termination Date"), or at any earlier time by
the Sponsor with the consent of Holders of 51% of the Units then outstanding.
- -----------
+ The Initial Date of Deposit. The Trust Indenture was signed and the initial
deposit was made on the date of this Prospectus. Valuation of Securities is
based on the market value per share as of July 1, 1994 as more fully explained
in the Notes to the Portfolio of the Uncommon Values Trust, 1994 Series. After
the Initial Date of Deposit Securities quoted on a national securities exchange
or NASDAQ National Market System, or a foreign securities exchange are valued
at the closing sale price or if no price exists, at the mean between the
closing bid and offer prices; Securities not so quoted are valued at the mean
between bid and offer prices.
++ The Sponsor may create additional Units during the offering period of the
Trust.
* The sales charge will be reduced on a graduated scale in the case of
quantity purchases. Additionally, sales charges will be reduced each quarter
during the first year of the Trust. Commencing October 3, 1994, the maximum
sales charge will be 3.00%; commencing January 2, 1995 the maximum sales charge
will be 2.00% and commencing April 1, 1995 the sales charge will be 1.00%. See
Public Sale of Units--Public Offering Price.
** All redemptions of over 50,000 Units may, upon request by a redeeming
Holder, be made in kind to the Distribution Agent, who will either forward the
distributed securities to the Holder or sell the securities on behalf of the
redeeming Holder and distribute the proceeds (net of any brokerage commission
or other expenses incurred in the sale) to the Holder. See Redemption.
2
<PAGE>
UNCOMMON VALUES TRUST, 1994 SERIES
INVESTMENT SUMMARY AS OF JULY 1, 1994 (CONTINUED)
OBJECTIVE OF THE TRUST -- The objective of the Trust is to provide investors
with the possibility of capital appreciation through a convenient and cost-
effective investment in a fixed portfolio consisting of shares of the 10 common
stocks (the "Securities") selected by the Sponsor for the 1994 Trust portfolio
(the "Portfolio"). The Sponsor has selected for the Portfolio stocks which it
considers to have the best possibility for capital appreciation over a period
of one year relative to risks and opportunities. The payment of dividends is
only of incidental importance to the Trust. Achievement of the Trust's
objective is, of course, dependent upon several factors including the financial
condition of the issuers of the Securities, and any appreciation of the
Securities.
PORTFOLIO -- The Portfolio contains 10 common stocks issued by companies
engaged primarily in the following industries: banks/financial institutions, 1;
chemical, 1; computer systems, 1; electronics, 1; health care, 1; medical
technology, 1; oil and gas, 1; restaurant chain, 1; telecommunications, 2. One
of the telecommunications issues is a foreign issue. (See Risk Factors.)
Although there are certain risks of price volatility associated with investment
in common stocks (particularly with an investment in one or two common stocks),
your risk is reduced because your capital is divided among 10 stocks from 9
different industry groups.
The Securities will be initially purchased in proportions based on
approximately equal dollar amounts of each of the ten Securities (rounded so
that no odd lots will be purchased) valued on the date of this Investment
Summary. With the initial deposit of Securities, the Sponsor established a
proportionate relationship among the number of shares of each stock deposited
in the Portfolio. During the 90-day period following the Initial Date of
Deposit, the Sponsor may create additional Units by depositing additional
Securities, contracts to purchase additional Securities or cash (or a bank
letter of credit in lieu of cash) with instructions to purchase Securities,
maintaining to the extent practicable the original proportionate relationship
among the number of shares of each stock in the Portfolio. Replacement
Securities may be acquired under specified conditions. It may not be possible
to maintain the exact original proportionate relationship among the Securities
deposited on the Initial Date of Deposit because of, among other reasons,
purchase requirements, changes in price or the unavailability of Securities.
Any deposits of Securities after that 90-day period must replicate exactly the
proportionate relationship among the number of shares comprising the Portfolio
at the end of the initial 90-day period, subject to certain events discussed
under Administration of the Trust--Trust Supervision. The Sponsor may cease
creating Units (temporarily or permanently) at any time.
For the first time in 1994, the process to select these stocks has been
undertaken by the Investment Policy Committee of Smith Barney Inc. Smith
Barney, Harris Upham & Co. Incorporated, together with certain of its
affiliates, acquired the domestic retail brokerage and asset management
businesses of Shearson Lehman Brothers Holdings Inc. in July 1993 and changed
its name to Smith Barney Shearson Inc. and then to Smith Barney Inc.
RISK FACTORS -- Investment in the Trust should be made with an understanding
that the value of the underlying Securities, and therefore the value of the
Units, will fluctuate, depending on the full range of economic and market
influences which may affect the market value of the Securities, including the
profitability and financial condition of issuers, conditions in a given
issuer's industry, market conditions and values of common stocks generally, the
impact of the Sponsor's buying and selling Securities, especially during the
initial offering of Units of the Trust, and other factors.
Common stocks may be especially susceptible to general stock market movements
and to volatile increases and decreases in value as market confidence in and
perceptions of the issuers change. Investors should be aware that there can be
no assurance that the value of the underlying Securities will increase or that
the issuers of the Securities will pay dividends on outstanding shares. Any
distributions of income to Holders will generally depend upon the declaration
of dividends by the issuers of the Securities and the declaration of any
dividends depends upon several factors including the financial condition of the
issuers and general economic conditions.
3
<PAGE>
UNCOMMON VALUES TRUST, 1994 SERIES
INVESTMENT SUMMARY AS OF JULY 1, 1994 (CONTINUED)
Unlike a mutual fund, the Portfolio is not actively managed and the Sponsors
receive no management fee. Therefore, the adverse financial condition of an
issuer will not necessarily require the sale of Securities from the Portfolio
or mean that the Sponsor will not continue to purchase the Security in order to
create additional Units. Although the Portfolio is regularly reviewed and
evaluated and the Sponsor may instruct the Trustee to sell Securities under
certain limited circumstances, Securities will not be sold by the Trust to take
advantage of market fluctuations or changes in anticipated rates of
appreciation. The Sponsor has currently assigned certain rankings to the
issuers of Securities based on stock performance and risk (see Portfolio).
These rankings are subject to change. Securities will not necessarily be sold
by the Trust based on a change in such rankings of issuers by the Sponsor,
although the Sponsor intends to review the desirability of holding any Security
if its ranking is reduced below 3. The prices of single shares of each of the
Securities in the Trust vary widely, and the effect of a dollar of fluctuation,
either higher or lower, in stock prices will be much greater as a percentage of
the lower-price stocks' purchase price than as a percentage of the higher-price
stocks' purchase price.
Investors should note that should the size of the Trust be reduced below the
Minimum Value of Trust stated on page 2 the Trust may be terminated at that
time by the Sponsor, well before the Mandatory Termination Date of the Trust.
Any difference between the aggregate prices the Sponsor paid to acquire the
Securities and the aggregate prices at which Securities were initially
deposited in the Trust is noted on page 2 under Sponsor's Profit or (Loss) on
Deposit. The Sponsor's profit on the deposit of Securities largely depends on
whether the Securities' prices rise in response to the Sponsor's purchases of
possibly large volumes of the Securities for initial and subsequent deposits in
the Trust. The effect of the Sponsor's purchases of Securities on the prices of
the Securities is unpredictable.
Investors should note in particular that the Securities were selected on the
basis of the criteria set forth above under Objectives of the Trust and that
the Trust may continue to purchase or hold Securities originally selected
through this process even though the evaluation of the attractiveness of the
Securities may have changed. In the event a public tender offer is made for a
Security or a merger or acquisition is announced affecting a Security, the
Sponsor may instruct the Trustee to tender or sell the Security on the open
market when, in its opinion, it is in the best interest of the holders of the
Units to do so. In connection with the issuance of additional Units during the
Public Offering Period, the Sponsor may deposit additional Securities or
replacement Securities, contracts to purchase additional Securities or
replacement Securities, or cash (or a letter of credit in lieu of cash) with
instructions to purchase Securities, in each instance maintaining to the extent
practicable the original percentage relationship among the number of shares of
each Security in the Trust. (See Administration of the Trust -- Trust
Supervision.) If cash (or a letter of credit in lieu of cash) is deposited with
instructions to purchase Securities, to the extent the price of a Security
increases or decreases between the deposit and the time the Security is
purchased, Units may represent less or more of that Security and more or less
of the other Securities in the Trust. In addition, brokerage fees incurred in
purchasing Securities with cash deposited with instructions to purchase the
Securities will be an expense of the Trust. Price fluctuations during the
period from the time of deposit to the time the Securities are purchased, and
payment of brokerage fees, will affect the value of every Holder's Units and
the income per Unit received by the Trust. In particular, Holders who purchase
Units during the initial offering period would experience a dilution of their
investment as a result of any brokerage fees paid by the Trust during
subsequent deposits of additional Securities purchased with cash deposited. In
order to minimize these effects, the Trust will try to purchase Securities as
near as possible to the Evaluation Time or at prices as close as possible to
the prices used to evaluate Trust Units at the Evaluation Time. (See
Description of the Trust -- Risk Factors.)
FOREIGN SECURITIES AND AMERICAN DEPOSITARY RECEIPTS -- The Trust may contain
Securities of foreign issuers or American Depositary Receipts ("ADRs") for
securities that have been issued by non-United States
4
<PAGE>
UNCOMMON VALUES TRUST, 1994 SERIES
INVESTMENT SUMMARY AS OF JULY 1, 1994 (CONTINUED)
issuers. These instruments are subject to special considerations in addition to
those affecting common stocks of United States issuers. For a discussion of
special considerations relating to foreign securities and ADRs, see Description
of the Trust -- Risk Factors; Taxes.
PRIVATE PLACEMENTS; UNDERWRITING -- None of the Securities in the Trust
consists of privately-placed common stocks. Except as indicated under
Portfolio, the Sponsor has not participated as sole underwriter, managing
underwriter or member of an underwriting syndicate from which any of the
Securities in the Trust were acquired.
PUBLIC OFFERING PRICE -- The Public Offering Price per 1,000 Units is equal
to the aggregate value of the underlying Securities, divided by the number of
Units outstanding times 1,000, plus a sales charge of 4.00%* of the Public
Offering Price; this results in a sales charge of 4.167%* of the net amount
invested in underlying Securities. Units are offered at the Public Offering
Price plus the net amount per Unit in the Income Account (see Public Sale of
Units). The minimum purchase is $1,000 (or $250 in the case of purchases by
Individual Retirement Accounts, Keogh plans, pension funds and other tax-
deferred retirement plans). Investors should note that the Public Offering
Price of Units varies each business day with the value of the underlying
Securities. There is no "par value" for Units.
INCOME DISTRIBUTIONS -- Distributions of dividends (net of expenses) and any
principal received by the Trust will be automatically reinvested in additional
Units of the Trust at no extra charge and each Holder of Units will participate
unless the Holder elects to receive distributions of dividends or principal, or
both, in cash. Holders who reinvest their distributions will receive additional
Units and will therefore own a greater percentage of the Trust than Holders who
receive cash distributions (see Reinvestment Plan). Distributions are expected
to be made on the last business day of December of each year, commencing
December 30, 1994 to Holders of record on December 15. As soon as practicable
after termination of the Trust (generally after seven days), the Trustee will
distribute to each Unitholder his pro rata share of the amount realized on
disposition of the Securities remaining in the Trust plus any other assets then
in the Trust, less expenses of the Trust. The other assets of the Trust will
include any dividends, interest income and net realized capital gains which
have not been distributed. The total distribution may be less than the amount
paid for Units.
MARKET FOR UNITS -- The Sponsor, though not obligated to do so, intends from
the commencement of the Trust to maintain a market for Units and continually to
offer to purchase Units from Holders desiring to sell them at a price based on
the aggregate value of the underlying Securities (see Market for Units).
Whenever a market is not maintained, a Holder may be able to dispose of his
Units only through redemption (see Redemption).
- -----------
* This sales charge will be reduced on a graduated scale in the case of
quantity purchases. Additionally, sales charges will also be reduced each
succeeding quarter during the first year of the Trust, commencing October 3,
1994. See Public Sale of Units -- Public Offering Price.
5
<PAGE>
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INVESTOR'S GUIDE
UNCOMMON VALUES TRUST, 1994 SERIES
From a long-term perspective, stocks have historically outperformed other
types of financial instruments. In fact, since 1925, the stock market has
grown at an average of more than 10% per year, compounded annually. By
comparison, long-term and short-term U.S. Treasury instruments have grown by
an average of only 5.0% and 3.7%, respectively (which is not much higher
than the 3.1% average rate of inflation during this period).*
While investing in the stock market can be profitable, identifying the
specific stocks that meet your investment objectives can be both a
challenging and time-consuming process. If you are a growth- oriented
investor looking for equities with strong potential for capital appreciation
potential over the next 12 months, Smith Barney can provide some direction.
On July 1, 1994, Smith Barney announced its list of "Ten Exceptional Names",
or "T.E.N." From more than 1,000 companies we follow, our Investment Policy
Committee believes that these recommendations have the best possibility for
capital appreciation over the next 12 months. The process entails an
extensive analysis of the companies, their industry groups, and their
ability to perform in the current economic and market environment.
THE UNCOMMON VALUES TRUST WILL
PURCHASE EACH OF THE STOCKS ON
THE LIST IN APPROXIMATELY
EQUAL AMOUNTS. THROUGH THIS
UNIT INVESTMENT TRUST, GROWTH-
ORIENTED INVESTORS WILL HAVE A
COST-EFFECTIVE AND CONVENIENT
WAY TO PARTICIPATE IN THE
ENTIRE LIST OF
RECOMMENDATIONS, AND BENEFIT
FROM THESE FEATURES:
PROFESSIONAL STOCK SELECTION. . .
- --------------------------------------------------------------------------------
To select the ten holdings for the Trust, the Investment Policy Committee ("The
Committee") enlisted Smith Barney's extensive resources in equity research.
This team is made up of 98 professional investment analysts, whose research
covers a universe of more than 1,000 companies in 77 industry groups or stock
areas of the market, both in the U.S. and abroad.
First, our research analysts submitted to the Committee their top picks from
each of the industries they follow. The Committee, comprised of a nine-member
advisory board of senior investment analysts, then evaluated each of the
recommendations based on their analysis of individual market sectors, overall
market trends and the current economic environment. The culmination of this
process was the selection of ten stocks believed to offer uncommon values in
the current market.**
* This performance should not be viewed as an indication of the future
performance of the Uncommon Values Trust, 1994 Series. In addition, the
investment return offered by stocks will vary, while government bonds, if held
to maturity, offer both a fixed rate of return and return of principal, backed
by the full faith and credit of the U.S. government.
** Of course, stock prices fluctuate, and there can be no assurance that the
Portfolio will appreciate over the term of the trust.
<PAGE>
IN A CONVENIENT PACKAGE. . .
- --------------------------------
Through the Uncommon Values Trust, investors can participate in
the entire list for as little as $1,000. As another convenient
feature, an investor's share of dividends paid from each
investment in the portfolio is automatically reinvested in
additional units, at no charge. Or, an investor can elect to
receive distributions in one annual check.
A summary of any payments made, as well as the holdings in the
Portfolio, will be provided annually in a statement from the
Trustee.
WITH A COST EFFECTIVE STRUCTURE AND LOW MINIMUM INVESTMENT. . .
- --------------------------------
To participate in the Trust, investors will pay a one-time sales
charge amounting to 4.0% of the public offering price, that will
be lowered each quarter during the first year of the Trust.
Discounts are available for larger purchases that can reduce the
sales charge to as low as 1.5%.
The sales charge of the Trust is less than many investors would
pay in commissions to assemble a similar portfolio on their own.
For example, an investment of $25,000 in equal amounts of the ten
stocks would likely be subject to the payment of an odd-lot
charge, incurred on purchases of less than 100 shares of any
stock. These charges would not apply to the Trust, because it
purchases such large amounts of each stock.
THAT OFFERS FULL LIQUIDITY. . .
- --------------------------------
Unitholders will have two options for liquidating their interests
in the Uncommon Values Trust, each with no charge or penalty.
Although there is no obligation to do so, Smith Barney intends to
maintain a secondary market for Units of the Trust. Through such a
secondary market, if available, investors may sell Units to the
Sponsor for cash at the then-current market value, which may be
more or less than the investor paid for the Units.
As a second option, unitholders may at any time redeem a minimum
of 50,000 Units and receive distributions of the underlying stocks
in the Trust. Unlike selling Units for cash, unitholders will not
recognize taxable gain or loss as a result of the securities
distributed (except to the extent that fractional shares are sold
or a security is not available for delivery). Of course, a taxable
gain or loss may be recognized upon eventual sale of the
underlying securities.
- --------------------------------------------------------------------------------
Consider the advantages: The Trust offers a unique package for
purchasing the Uncommon Values portfolio, that may help you
achieve your investment goals. Call your Financial Consultant, who
can answer your questions. This material is not authorized for
distribution unless included in the Trust Prospectus.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Sponsor, Trustee and Unitholders of The Uncommon Values Trust, 1994
Series:
We have audited the accompanying statement of financial condition, including
the portfolio of The Uncommon Values Trust, 1994 Series, as of July 1, 1994.
This financial statement is the responsibility of the Trust's management. Our
responsibility is to express an opinion on this financial statement based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in that financial statement. Our
procedures included confirmation with the Trustee of an irrevocable letter of
credit deposited on July 1, 1994, for the purchase of securities, as shown in
the statement of financial condition and portfolio of securities. An audit
also includes assessing the accounting principles used and significant
estimates made by the Trust's management, 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 statement referred to above presents fairly,
in all material respects, the financial position of The Uncommon Values Trust,
1994 Series as of July 1, 1994, in conformity with generally accepted
accounting principles.
KPMG Peat Marwick
New York, New York
July 1, 1994
THE UNCOMMON VALUES TRUST,
1994 SERIES
STATEMENT OF FINANCIAL CONDITION AS OF INITIAL DATE OF DEPOSIT, JULY 1, 1994
<TABLE>
<S> <C>
TRUST PROPERTY
Investment in Securities:
Contracts to purchase Securities(1)............................. $ 960,325.50
=============
INTEREST OF HOLDERS
1,000,000 Units of fractional undivided interest outstanding:
Cost to investors(2)............................................ $1,000,342.26
Gross underwriting commissions(3)............................... 40,016.76
-------------
Net amount applicable to investors................................ $ 960,325.50
=============
</TABLE>
- -----------
(1) Aggregate cost to the Trust of the Securities listed under Portfolio of
The Uncommon Values Trust, 1994 Series, on the Initial Date of Deposit is
determined by the Trustee on the basis set forth in Footnote 5 to the
Portfolio of The Uncommon Values Trust, 1994 Series. See also the columns
headed Cost of Securities to Trust and Market Value per Share thereunder.
An irrevocable letter of credit in the amount of $1,000,000 has been
deposited with the Trustee for the purchase of Securities. The letter of
credit was issued by Chemical Bank.
(2) Aggregate public offering price computed on the basis set forth under
Public Sale of Units--Public Offering Price.
(3) Assumes a sales charge of 4.00% of Public Offering Price computed on the
basis set forth under Public Sale of Units--Public Offering Price.
6
<PAGE>
PORTFOLIO OF THE UNCOMMON VALUES TRUST, 1994 SERIES ON THE INITIAL DATE OF
DEPOSIT, JULY 1, 1994
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COST OF
STOCK INVESTMENT NUMBER MARKET VALUE SECURITIES PERCENT OF
SECURITIES(1) SYMBOL(2) RANKING(3) OF SHARES(4) PER SHARE(5) TO TRUST(5) NET ASSETS
------------- --------- ---------- ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
AMP Inc................. AMP 1-M 1,400 $69.500 $97,300.00 10.13%
Banc One Corp. ......... ONE 1-L 2,900 33.750 97,875.00 10.19
Cisco Systems #......... CSCO 1-M 4,200 23.750 99,750.00 10.39
Coastal Corp. #......... CGP 1-M 3,500 27.750 97,125.00 10.11
Dow Chemical............ DOW 1-H 1,500 65.750 98,625.00 10.27
HEALTHSOUTH
Rehabilitation #....... HRC 1-H 3,300 26.625 87,862.50 9.15
McDonald's Corp. ....... MCD 1-L 3,400 28.750 97,750.00 10.18
Stryker Corp.#*......... STRY 1-L 3,200 27.500 88,000.00 9.16
Southwestern Bell
Corp.#................. SBC 1-H 2,300 42.750 98,325.00 10.24
Telecom Argentina*...... TECO2 1-H 18,900 5.170 97,713.00 10.17
----- ---- ------ ------- ----------- ------
$960,325.50 100.00%
===== ==== ====== ======= =========== ======
</TABLE>
- -----------
(1) All Securities are represented entirely by contracts to purchase
Securities, which were entered into by the Sponsor on July 1, 1994. All
contracts for domestic Securities are expected to be settled by the
initial settlement date for the purchase of Units.
(2) Symbols in italics indicate symbols on a foreign securities exchange.
(3) Smith Barney Inc. has assigned these rankings according to the following
system, which uses two codes: a number for stock performance (1-5) and a
letter for risk (L, M, H, S or V).
Guide to Investment Ratings: Rank is a guide to the expected total return
over the next 12-18 months relative to the S&P 500. 1 (Buy): more than 15%
total return. 2 (Outperform): 5%-15% total return. 3 (Neutral): plus 5% to
minus 5% total return. 4 (Underperform): minus 5% to minus 15% total return.
5 (Sell): minus 15% or more total return. Risk takes into account
predictability of earnings and dividend, financial leverage, and stock price
volatility. L (Low Risk): predictable earnings and dividends, suitable for
the conservative investor. M (Medium Risk): moderately predictable earnings
and dividends, suitable for the average equity investor. H (High Risk):
earnings and dividends are less predictable, suitable for the aggressive
investor. S (Speculative): very low predictability of fundamentals and a
high degree of volatility, suitable only for investors/traders with
diversified portfolios that can withstand material losses. V (Venture):
indicates a stock with venture capital characteristics that is suitable for
sophisticated investors with a high tolerance for risk and broadly
diversified investment portfolios.
These rankings represent current research opinions and, of course, are subject
to change; no assurances can be given that the stocks will perform as
indicated. These rankings have not been audited by KPMG Peat Marwick.
(4) Per 1,000,000 Units.
(5) Valuation of domestic Securities by the Trustee was made using the market
value per share as of the Evaluation Time on the New York Stock Exchange
on July 1, 1994. The values per share of securities trading on foreign
securities exchanges have been translated at the spot rate as of the
Evaluation Time on July 1, 1994. Subsequent to the Initial Date of
Deposit, valuation of Securities is based, for Securities quoted on a
national securities exchange or NASDAQ National Market System, or a
foreign securities exchange, on the closing sale prices, or if no price
exists, at the mean between the closing bid and offer prices, or for
Securities not so quoted, at the mean between bid and offer prices on the
over-the-counter market. See Redemption--Computation of Redemption Price
Per Unit.
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*Smith Barney usually maintains a market in the securities of this company.
#Within the last three years, Smith Barney or one of its affiliates was the
manager (co-manager) of a public offering of the securities of this company
or an affiliate.
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DESCRIPTION OF THE TRUST
STRUCTURE AND OFFERING
This Series of the Uncommon Values Trust (the "Trust") is a "unit investment
trust" created under New York law by a Trust Indenture (the "Indenture")*
between the Sponsor and the Trustee. On the date of this Prospectus, each unit
of the Trust (a "Unit") represented a fractional undivided interest in the
securities listed under Portfolio (the "Securities") and net income of the
Trust set forth under Investment Summary. Additional Units of the Trust will
be issued in the amount required to satisfy purchase orders by depositing in
the Trust additional Securities or contracts to purchase Securities together
with irrevocable letters of credit or cash (or a bank letter of credit in lieu
of cash) with instructions to purchase Securities. On each settlement date
(estimated to be five business days after the applicable date on which
Securities were deposited in the Trust), the Units will be released for
delivery to investors and the deposited Securities will be delivered to the
Trustee. As additional Units are issued by the Trust as a result of the
deposit of additional Securities by the Sponsor, the aggregate value of the
Securities in the Trust will be increased and the fractional undivided
interest in the Trust represented by each Unit will be decreased. There is no
limit on the time period during which the Sponsor may continue to make
additional deposits of Securities into the Trust.
Additional deposits of Securities or cash in connection with the issuance
and sale of additional Units will maintain to the extent practicable the
original proportionate relationship among the number of shares of each
Security. The proportionate relationship among the Securities in the Trust
will be adjusted to reflect the occurrence of a stock dividend, a stock split
or a similar event which affects the capital structure of the issuer of a
Security in the Trust but which does not affect the Trust's percentage
ownership of the common stock equity of such issuer at the time of such event.
It may not be possible to maintain the exact original proportionate
relationship among the Securities deposited on the Initial Date of Deposit
because of, among other reasons, purchase requirements, changes in prices,
brokerage commissions or unavailability of Securities. Replacement Securities
may be acquired under specified conditions when Securities originally
deposited are unavailable (see Administration of the Trust -- Trust
Supervision). Units may be continuously offered to the public by means of this
Prospectus (see Public Sale of Units -- Public Distribution) resulting in a
potential increase in the number of Units outstanding. Deposits of Additional
Securities subsequent to the 90-day period following the Initial Date of
Deposit must replicate exactly the proportionate relationship among the number
of shares of each of the Securities comprising the Portfolio at the end of the
initial 90-day period.
The Public Offering Price of Units prior to the Evaluation Time specified on
page 2 on any day will be based on the aggregate value of the Securities in
the Trust on that day at the Evaluation Time, plus a sales charge. The Public
Offering Price will thus vary in the future from that specified on page 2 of
this Prospectus. See Public Sale of Units -- Public Offering Price for a
complete description of the pricing of Units.
Units will be sold to investors at the Public Offering Price next computed
after receipt of the investor's order to purchase Units. The Sponsor reserves
the right to accept or reject any purchase order in whole or in part.
The Sponsor will execute orders to purchase in the order it determines, in
good faith, that they are received, except it is expected that indications of
interest received prior to the effectiveness of the registration of the Trust
which become orders upon effectiveness will be accepted according to the order
in which the indications of interest were received.
The holders ("Holders") of Units will have the right to have their Units
redeemed for the Securities underlying the Units (see Redemption). If any
Units are redeemed, the aggregate value of Securities in the Trust will be
reduced and the fractional undivided interest in the Trust represented by each
remaining Unit will be increased. Units will remain outstanding until redeemed
upon request to the Trustee by any Holder (which may include the Sponsor), or
termination of the Indenture (see Administration of the Trust -- Amendment and
Termination).
- -----------
* To the extent references in this Prospectus are to articles and sections of
the Indenture, which is incorporated by reference into this Prospectus, the
statements made herein are qualified in their entirety by such reference.
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RISK FACTORS
An investment in Units should be made with an understanding of the risks
which an investment in common stocks entails, including the risk that the
financial condition of the issuers of the Securities or the general condition
of the common stock market may worsen and the value of the Securities and
therefore the value of the Units may decline. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases in value as market confidence in and perceptions of the issuers
change. These perceptions are based on unpredictable factors including
expectations regarding government economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises.
Shareholders of common stocks have rights to receive payments from the
issuers of those common stocks that are generally subordinate to those of
creditors or holders of debt obligations or preferred stocks of such issuers.
Shareholders of common stocks of the type held by the Trust have a right to
receive dividends only when and if, and in the amounts, declared by the
issuer's board of directors and have a right to participate in amounts
available for distribution by the issuer only after all other claims on the
issuer have been paid or provided for. By contrast, holders of preference
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 generally do not participate in other amounts available for distribution
by the issuing corporation. Cumulative preferred stock dividends must be paid
before common stock dividends and any cumulative preferred stock dividend
omitted is added to future dividends payable to the holders of cumulative
preferred stock. Preferred stocks are also entitled to rights on liquidation
which are senior to those of common stocks. Moreover, common stocks do not
represent an obligation of the issuer and, therefore, do not offer any
assurance of income or provide the same degree of protection of capital as do
debt securities. The issuance of additional debt securities or preferred stock
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. The value of common stocks are subject to market fluctuations for
as long as the common stocks remain outstanding, and thus the value of the
Securities in the Portfolio may be expected to fluctuate over the life of the
Trust to values higher or lower than those prevailing on the Initial Date of
Deposit.
Since the Securities are all common stocks, and the income stream produced
by dividend payments thereon is unpredictable, the Sponsor cannot provide any
assurance that dividends will be sufficient to meet any or all expenses of the
Trust. If dividends are insufficient to cover expenses, it is likely that
Securities will have to be sold to meet Trust expenses. See Expenses and
Charges -- Payment of Expenses. Any such sales may result in capital gains or
losses to Holders. See Description of the Trust -- Taxes.
Holders will be unable to dispose of any of the Securities in the Portfolio,
as such, and will not be able to vote the Securities. As the holder of the
Securities, the Trustee will have the right to vote all of the voting stocks
in the Trust and will vote in accordance with the instructions of the Sponsor.
Holders will, however, be able upon request to receive an "in kind"
distribution of the Securities evidenced by their Units if they tender a
minimum of 50,000 Units (see Redemption).
Investors should be aware that the Trust is not a "managed" trust and, as a
result, the adverse financial condition of a company will not result in the
elimination of its securities from the portfolio of the Trust (the
"Portfolio") except under extraordinary circumstances (see Administration of
the Trust -- Trust Supervision).
Investors should note that in connection with the issuance of additional
Units during the Public Offering Period set forth in the Investment Summary,
the Sponsor may deposit additional Securities, contracts to purchase
Securities or cash (or a letter of credit in lieu of cash) with instructions
to purchase Securities, in each instance maintaining the original percentage
relationship, subject to adjustment under certain circumstances, among the
number of shares of each Security in the Trust, to the extent the price of a
Security increases or decreases between the time cash is deposited with
instructions to purchase the Security at the time the cash is used to purchase
the Security, Units may represent less or more of that Security and more or
less of the other Securities in the Trust. In addition, brokerage fees
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(if any) incurred in purchasing Securities with cash deposited with
instructions to purchase the Securities will be an expense of the Trust. Price
fluctuations during the time of deposit to the time the Securities are
purchased, and payment of brokerage fees, will affect the value of every
Holder's Units and the Income per Unit received by the Trust.
The Trust may be terminated at any time and all outstanding Units liquidated
if the net asset value of the Trust falls below $500,000 and deposits of
Securities in the Trust have not exceeded $12,000,000 at that time. At any
time after deposits in the Trust have exceeded $12,000,000, the Trust may be
so terminated if the net asset value of the Trust falls below $5,000,000.
Investors should note that if the net asset value of the Trust should fall
below the applicable minimum value, the Sponsor may then in its sole
discretion terminate the Trust before the Mandatory Termination Date specified
under Investment Summary.
Foreign Securities. The Trust may hold Securities of non-U.S. issuers
denominated in foreign currencies or through ADRs. There are certain risks
involved in investing in securities of foreign companies, which are in
addition to the usual risks inherent in United States investments. These risks
include those resulting from fluctuations in currency exchange rates,
revaluation of currencies, future adverse political and economic developments
and the possible imposition of currency exchange blockages or other foreign
governmental laws or restrictions, reduced availability of public information
concerning issuers and the lack of uniform accounting, auditing and financial
reporting standards or of other regulatory practices and requirements
comparable to those applicable to domestic companies. Moreover, securities of
many foreign companies may be less liquid and their prices more volatile than
those of securities of comparable domestic companies. In addition, with
respect to certain foreign countries, there is the possibility of
expropriation, nationalization, confiscatory taxation and limitations on the
use or removal of funds or other assets of the Trust, including the
withholding of dividends. Foreign securities may be subject to foreign
government taxes that could reduce the yield on such securities. Since the
Trust may invest in securities denominated or quoted in currencies other than
the United States dollar, changes in foreign currency exchange rates may
adversely affect the value of foreign securities in the Portfolio and the net
asset value of Units of the Trust. Investment in foreign securities may also
result in higher expenses due to the cost of converting foreign currency to
United States dollars, the payment of fixed brokerage commissions on certain
foreign exchanges, which generally are higher than commissions on domestic
exchanges, and expenses relating to foreign custody.
In addition, for the foreign issuers that are not subject to the reporting
requirements of the Securities Exchange Act of 1934, there may be less
publicly available information than is available from a domestic issuer. Also,
foreign issuers are not necessarily subject to uniform accounting, auditing
and financial reporting standards, practices and requirements comparable to
those applicable to domestic issuers. However, the Sponsor anticipates that
adequate information will be available to allow the Sponsor to supervise the
Portfolio as set forth in Administration of the Trust--Portfolio Supervision.
On the basis of the best information available to the Sponsor at the present
time none of the Securities is subject to exchange control restrictions under
existing law which would materially interfere with payment to the Trust of
dividends due on, or proceeds from sale of, the Securities either because the
particular jurisdictions have not adopted any currency regulations of this
type or because the issues qualify for an exemption, or the Trust, as an
extraterritorial investor, has qualified its purchase of the Securities as
exempt by following applicable "validation" or similar regulatory or exemptive
procedures. However, there can be no assurance that exchange control
regulations might not be adopted in the future which might adversely affect
payments to the Trust.
In addition, the adoption of exchange control regulations and other legal
restrictions could have an adverse impact on the marketability of
international securities in the Portfolio and on the ability of the Trust to
satisfy its obligation to redeem Units tendered to the Trustee for redemption
(see Redemption).
Exchange Rate Fluctuation. In recent years, foreign exchange rates have
fluctuated sharply. Income from foreign equity securities held by the Trust,
including those underlying any ADRs held by the Trust, would be payable in the
currency of the country of their issuance. However, the Trust will compute its
income in United States dollars, and the computation of income will be made on
the date of its receipt by the Trust at the foreign exchange rate in effect on
that date. Therefore, if the value of the foreign currency falls relative to
the United States dollar between
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receipt of the income and the making of Trust distributions, the risk of such
decline will be borne by Holders. In addition, the cost of converting such
foreign currency to United States dollars would also reduce the return to the
Holder.
American Depositary Shares and Receipts. American Depositary Shares
("ADSs"), and receipts therefor ("ADRs"), are issued by an American bank or
trust company to evidence ownership of underlying securities issued by a
foreign corporation. These instruments may not necessarily be denominated in
the same currency as the securities into which they may be converted.
Generally, ADSs and ADRs are designed for use in the United States securities
markets. For purposes of this Prospectus, the term ADR generally includes
ADSs.
THE PORTFOLIO
The Securities in the Portfolio have been selected by the Investment Policy
Committee of the Sponsor, comprised of nine senior investment analysts, with
the assistance of the Research Department. Uncommon Values Unit Trusts have
been created in previous years by a predecessor Sponsor. The Sponsor's
Research Department is staffed by 98 investment analysts, who currently follow
equities issued by more than 1,000 companies (both domestic and foreign) in 77
industry groups or stock areas of the market, including approximately 92% of
the companies represented in the Standard & Poor's 500 Stock Price Composite
Index (the "Index"). The Stocks included in the Portfolio were selected by the
Sponsor as undervalued stocks deemed to have above average appreciation
potential as measured against the Index over the 12 months following the
selection of the portfolio. In arriving at the Trust's portfolio, the
Committee evaluated each analyst's top selections based on the Committee's
analysis of industry trends, overall market conditions and the current
economic environment. The Index is a market value-weighted index showing the
change in aggregate market value of 500 stocks traded on the New York Stock
Exchange, American Stock Exchange and over-the-counter. The selection is not
limited to small, high-growth companies. According to Ibbotson Associates,
during the period 1925 through 1993, the total return on common stocks
averaged over 10% a year, as contrasted to 5.0% and 3.7% for long-term and
short-term U.S. Treasury securities, respectively, and 3.1% for inflation. Of
course, past performance is no guaranty of future results, and results for
short-term periods have varied considerably. In addition, the investment
return offered by stocks will vary, while government bonds, if held to
maturity, offer both a fixed rate of return and return of principal, backed by
the full faith and credit of the U.S. government. Each January for the last 11
years, Smith Barney has published a list of the top pick of each of its equity
research analysts. The selection for the 1994 Uncommon Values Trust will
differ both in that it is made in the middle of the year and in that the
analysts' selections will be screened by the Investment Policy Committee, as
described, to arrive at a list of 10 stocks.
The results of ownership of Units will differ from the results of ownership
of the underlying Securities of the Trust for various reasons, including sales
charges and expenses of the Trust. Additionally, results of ownership to
different Holders will vary depending on the net asset value of the underlying
Securities on the days such Holders bought and sold their Units. Of course,
any purchaser of securities, including Units, will have to pay sales charges
or commissions, which will reduce his total return.
Advertising and sales literature for the Trust may include excerpts from the
Sponsor's research reports on one or more of the stocks in the Trust,
including a brief description of its businesses and market sector, and the
basis on which the stock was selected. In selecting Securities for the Trust,
the Sponsor has not expressed any belief as to the potential of these
Securities for capital appreciation over a period longer than one year. There
is, of course, no assurance that any of the Securities in the Trust will
appreciate in value, and indeed any or all of the Securities may depreciate in
value at any time in the future. See Description of the Trust -- Risk Factors.
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All of the domestic Securities are publicly traded either on a stock
exchange or in the over-the-counter market. The contracts to purchase
Securities deposited initially in the Trust are expected to settle in five
business days, in the ordinary manner for such Securities. Settlement of any
contracts for domestic Securities is thus expected to take place prior to the
settlement of purchase of Units on the Initial Date of Deposit. Any foreign
Securities are publicly traded on a variety of foreign stock exchanges.
Settlement of contracts for foreign Securities varies by country and may not
take place prior to the settlement of purchase of Units on the Initial Date of
Deposit.
The Trust consists of such Securities as may continue to be held from time
to time in the Trust and any additional and replacement Securities and any
money market instruments acquired and held by the Trust pursuant to the
provisions of the Indenture (including the provisions with respect to the
deposit into the Trust of Securities in connection with the sale of additional
Units to the public) together with undistributed income therefrom and
undistributed and uninvested cash realized from the disposition of Securities
(see Administration of the Trust -- Accounts and Distributions; -- Trust
Supervision). The Indenture authorizes, but does not require, the Trustee to
invest the net proceeds of the sale of any Securities in eligible money market
instruments to the extent that the proceeds are not required for the
redemption of Units. Any money market instruments acquired by the Trust must
be held until maturity and must mature no later than the next Distribution Day
and the proceeds distributed to Holders at that time. If sufficient Securities
are not available at what the Sponsor considers a reasonable price, excess
cash received on the creation of Units may be held in an interest-bearing
account with the Trustee until that cash can be invested in Securities.
Neither the Sponsor nor the Trustee shall be liable in any way for any
default, failure or defect in any of the Securities. However, should any
contract deposited hereunder (or to be deposited in connection with the sale
of additional Units) fail, the Sponsor shall, on or before the next following
Distribution Day, cause to be refunded the attributable sales charge, plus the
attributable Cost of Securities to Trust listed under Portfolio, unless
substantially all of the monies held in the Trust to cover the purchase are
reinvested in replacement Securities in accordance with the Indenture (see
Administration of the Trust -- Portfolio Supervision).
Because certain of the Securities from time to time may be sold, or their
percentage may be reduced under certain extraordinary circumstances described
below, or because Securities may be distributed in redemption of Units, no
assurance can be given that the Trust will retain for any length of time its
present size (see Redemption; Administration of the Trust -- Amendment and
Termination). For Holders who do not redeem their Units, investments in Units
of the Trust will be liquidated on the fixed date specified under Investment
Summary -- Mandatory Termination of Trust, and may be liquidated sooner if the
net asset value of the Trust falls below that specified under Investment
Summary -- Minimum Value of Trust (see Risk Factors).
INCOME
The estimated net annual income per Unit is determined by subtracting from
the estimated annual dividend income of the Securities in the Portfolio the
estimated annual expenses (total estimated annual Trustee's, Sponsor's and
administrative fees and expenses) and dividing by the number of Units
outstanding. The actual net annual income per Unit will vary from estimates as
the issuers of the Securities change their dividend rates or as the expenses
of the Trust change.
There is no assurance that any dividends will be declared or paid in the
future on the Securities.
Record Days and Distribution Days are set forth under Investment Summary.
Income Distributions, if any, will be automatically reinvested in additional
Units of the Trust at no extra charge unless a Holder elects to receive his
distributions in cash (see Reinvestment Plan). Because dividends on the
Securities are not received by the Trust at a constant rate throughout the
year and because the issuers of the Securities may change the schedules or
amounts of dividend payments, any distributions, whether reinvested or paid in
cash, may be more or less than the amount of dividend income actually received
by the Trust and credited to the income account established under the
Indenture (the "Income Account") as of the Record Day.
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TAXES
The following discussion addresses only the tax consequences of Units held
as capital assets and does not address the tax consequents of Units held by
dealers, financial institutions or insurance companies.
In the opinion of Davis Polk & Wardwell, special counsel for the Sponsor,
under existing law:
The Trust is not an association taxable as a corporation for Federal income
tax purposes, and income received by the Trust will be treated as income of
the Holders in the manner set forth below.
Each Holder will be considered the owner of a pro rata portion of each
Security in the Trust under the grantor trust rules of Sections 671-679 of the
Internal Revenue Code of 1986, as amended (the "Code"). A Holder should
determine his tax cost for each Security represented by his Units by
allocating the total cost for his Units, including the sales charge, among
each Security in the Trust represented by his Units (in proportion to the fair
market values thereof on the date the Holder purchases his Units). In order
for a Holder who purchases Units on the Initial Date of Deposit to determine
the fair market value of his pro rata portion of each security on such date,
see Cost of Securities to Trust under Portfolio.
A Holder will be considered to have received all of the dividends paid on
his pro rata portion of each Security when such dividends are received by the
Trust even if the Holder does not actually receive such distributions but
rather reinvests his dividend distributions pursuant to the Reinvestment Plan.
An individual Holder who itemizes deductions will be entitled to deduct his
pro rata share of fees and expenses paid by the Trust only to the extent that
this amount together with the Holder's other miscellaneous deductions exceeds
2% of his adjusted gross income.
Distributions which are taxable as ordinary income to Holders will
constitute dividends for Federal income tax purposes but will be eligible for
the dividends-received deduction for corporations (other than corporations
such as "S" corporations which are not eligible for such deduction because of
their special characteristics and other than for purposes of special taxes
such as the accumulated earnings tax and the personal holding company tax)
only to the extent of dividends received from domestic corporations by the
Trust.
The dividends-received deduction is currently 70%. However, Congress from
time to time considers proposals to reduce the rate, and enactment of such a
proposal would adversely affect the after-tax return to investors who can take
advantage of the deduction. Holders are urged to consult their own tax
advisers.
Section 246 and 246A of the Code contain limitations on the eligibility of
dividends for the corporate dividends-received deduction (in addition to the
limitation discussed above). Depending upon the corporate Holder's
circumstances (including whether he has a 45-day holding period for his Units
and whether his Units are debt financed), these limitations may be applicable
to dividends received by a Holder from the Trust which would otherwise qualify
for the dividends-received deduction under the principles discussed above.
Accordingly, Holders should consult their own tax advisers in this regard. A
corporate Holder should be aware that the receipt of dividend income for which
the dividends received deduction is available may give rise to an alternative
minimum tax liability (or increase an existing liability) because the dividend
income will be included in the corporation's "adjusted current earnings" for
purposes of the adjustment to alternative minimum taxable income required by
Section 56(g) of the Code.
A distribution of Securities by the Trustee to a Holder (or to his agent,
including the Distribution Agent) upon redemption of Units (or an exchange of
Units for Securities by the Holder with the Sponsor) will not be a taxable
event to the Holder or to other Holders. The redeeming or exchanging Holder's
basis for such Securities will be equal to his basis for the same Securities
(previously represented by his Units) prior to such redemption or exchange,
and his holding period for such Securities will include the period during
which he held his Units. However, a Holder will have a taxable gain or loss,
which will be a capital gain or loss except in the case of a dealer, when the
Holder (or his agent, including the Distribution Agent) sells the Securities
so received in redemption for cash, when a redeeming or exchanging Holder
receives cash in lieu of fractional shares, when the Holder sells his Units
for cash or when the Trustee sells the Securities from the Trust. Capital
gains are generally taxed at the same rate as ordinary income. However, the
excess of net long-term capital gains over net short-term capital losses may
be taxed at a lower rate than
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ordinary income for certain noncorporate taxpayers. A capital gain or loss is
long-term if the asset is held for more than one year and short-term if held
for one year or less. The deduction of capital losses is subject to
limitations.
The Trust may hold Securities or ADRs of foreign corporations. For United
States income tax purposes, a holder of ADRs is treated as though he were
holding directly the shares of the foreign corporation represented by the
ADRs.
Under the income tax laws of the State and City of New York, the Trust is
not an association taxable as a corporation and the income of the Trust will
be treated as the income of the Holders in the same manner as for Federal
income tax purposes.
Dividends paid by foreign issuers generally will be subject to withholding
tax, which will be unavailable as a credit or deduction for Holders.
The foregoing discussion relates only to the tax treatment of U.S. Holders
with regard to Federal and certain aspects of New York State and City income
taxes. Holders that are not U.S. citizens or residents ("Foreign Holders")
should be aware that dividend distributions from the Trust may be subject to a
withholding tax of 30%, or a lower treaty rate. Holders may be subject to
taxation in New York or in other jurisdictions (including a Foreign Holder's
country of residence) and should consult their own tax advisers in this
regard.
* * *
After the end of each calendar year, the Trustee will furnish to each Holder
an annual statement containing information relating to the dividends received
by the Trust on the Securities, the gross proceeds received by the Trust from
the disposition of any Security (resulting from redemption or the sale by the
Trust of any Security), and the fees and expenses paid by the Trust. The
Trustee will also furnish annual information returns to each Holder and to the
Internal Revenue Service.
RETIREMENT PLANS
This Trust may be well suited for purchase by Individual Retirement Accounts
("IRAs"), Keogh plans, pension funds and other qualified retirement plans,
certain of which are briefly described below. Generally, capital gains and
income received in each of the foregoing plans are exempt from Federal
taxation. All distributions from such plans are generally treated as ordinary
income but may, in some cases, be eligible for special 5 or 10 year averaging
or tax-deferred rollover treatment. Holders of Units in IRAs, Keogh plans and
other tax-deferred retirement plans should consult their plan custodian as to
the appropriate disposition of distributions. Investors considering
participation in any such plan should review specific tax laws related thereto
and should consult their attorneys or tax advisers with respect to the
establishment and maintenance of any such plan. Such plans are offered by
brokerage firms, including the Sponsor of this Trust, and other financial
institutions. Fees and charges with respect to such plans may vary.
Retirement Plans for the Self-Employed -- Keogh Plans. Units of the Trust
may be purchased by retirement plans established pursuant to the Self-Employed
Individuals Tax Retirement Act of 1962 ("Keogh plans") for self-employed
individuals, partnerships or unincorporated companies. Qualified individuals
may generally make annual tax-deductible contributions up to the lesser of 20%
of annual compensation or $30,000 in a Keogh plan. The assets of the plan must
be held in a qualified trust or other arrangement which meets the requirements
of the Code. Generally there are penalties for premature distributions from a
plan before attainment of age 59 1/2, except in the case of a participant's
death or disability and certain other limited circumstances. Keogh plan
participants may also establish separate IRAs (see below) to which they may
contribute up to an additional $2,000 per year ($2,250 if a spousal account is
also established).
Individual Retirement Account -- IRA.
Any individual (including one covered by a qualified private or government
retirement plan) can establish an IRA or make use of a qualified IRA
arrangement set up by an employer or union for the purchase of Units of the
Fund.
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Any individual can make a contribution to an IRA equal to the lesser of $2,000
($2,250 in a spousal account) or 100% of earned income; such investment must
be made in cash. However, the deductible amount an individual may contribute
will be reduced if the individual's adjusted gross income exceeds $25,000 (in
the case of a single individual), $40,000 (in the case of married individuals
filing a joint return) or $200 (in the case of a married individual filing a
separate return). A married individual filing a separate return will not be
entitled to any deduction if the individual is covered by an employer-
maintained retirement plan without regard to whether the individual's spouse
is an active participant in an employer retirement plan. Unless nondeductible
contributions were made in 1987 or a later year, all distributions from an IRA
will be treated as ordinary income but generally are eligible for tax-deferred
rollover treatment. It should be noted that certain transactions which are
prohibited under Section 408 of the Code will cause all or a position of the
amount in an IRA to be deemed to be distributed and subject to tax at that
time. A participant's entire interest in an IRA must be, or commence to be,
distributed to the participant not later than the April 1 following the
taxable year during which the participant attains age 70 1/2. Taxable
distributions made before attainment of age 59 1/2, except in the case of a
participant's death or disability, or where the amount distributed is part of
a series of substantially equal periodic (at least annual) payments that are
to be made over the life expectancies of the participant and his or her
beneficiary, are generally subject to a surtax in an amount equal to 10% of
the distribution.
Corporate Pension and Profit-Sharing Plans. A pension or profit-sharing plan
established for employees of a corporation may purchase Units of the Trusts.
PUBLIC SALE OF UNITS
PUBLIC OFFERING PRICE
The Public Offering Price of the Units is computed by adding to the
aggregate value of the Securities in the Trust (as determined by the Trustee),
divided by the number of Units outstanding, a sales charge of 4.167% thereof.
This sales charge is equal to a gross underwriting profit of 4.0% of the
Public Offering Price and is subject to change by the Sponsor at any time.
Purchasers on July 5, 1994 (the first day Units will be available to the
public) will be able to purchase Units at $1.00 each (including the sales
charge). To allow Units to be priced at $1.00, the Units outstanding as of the
Evaluation Time on July 5 (all of which are held by the Sponsor) will be split
(or split in reverse). The Public Offering Price on any subsequent date will
vary from the Public Offering Price on the date of the initial Prospectus (set
forth under Investment Summary) in accordance with fluctuations in the
aggregate value of the underlying Securities. Units will be sold to investors
at the Public Offering Price next determined after receipt of the investor's
purchase order. A proportionate share of the amount in the Income Account
(described under Administration of the Trust -- Accounts and Distributions) on
the date of delivery of the Units to the purchaser is added to the Public
Offering Price.
The sales charge applicable to quantity purchases is reduced on a graduated
scale for sales to any purchaser of at least 50,000 Units. Sales charges
(until October 3, 1994) are as follows:
<TABLE>
<CAPTION>
PERCENT OF PERCENT OF
OFFERING NET AMOUNT
NUMBER OF UNITS PRICE INVESTED
- --------------- ---------- ----------
<S> <C> <C>
Fewer than 50,000......................................... 4.00% 4.167%
50,000 but less than 100,000.............................. 3.50 3.627
100,000 but less than 250,000............................. 3.00 3.093
250,000 but less than 500,000............................. 2.50 2.564
500,000 but less than 1,000,000........................... 2.00 2.041
1,000,000 or more......................................... 1.50 1.523
</TABLE>
Commencing October 3, 1994 the sales charge will be reduced as follows:
15
<PAGE>
<TABLE>
<CAPTION>
PERCENT OF PERCENT OF
OFFERING NET AMOUNT
NUMBER OF UNITS PRICE INVESTED
- --------------- ---------- ----------
<S> <C> <C>
Fewer than 50,000......................................... 3.00% 3.093%
50,000 but less than 100,000.............................. 2.75 2.828
100,000 but less than 250,000............................. 2.25 2.302
250,000 but less than 500,000............................. 2.00 2.041
500,000 but less than 1,000,000........................... 1.50 1.523
1,000,000 or more......................................... 1.00 1.010
Commencing January 2, 1995, the sales charge will be reduced as follows:
<CAPTION>
PERCENT OF PERCENT OF
OFFERING NET AMOUNT
NUMBER OF UNITS PRICE INVESTED
- --------------- ---------- ----------
<S> <C> <C>
Fewer than 50,000......................................... 2.00% 2.041%
50,000 or more............................................ 1.00 1.010
</TABLE>
Commencing April 1, 1995, the sales charge will be 1.00% of the Public
Offering Price (1.010% of the net amount invested), regardless of the number
of Units purchased.
The above graduated sales charges will apply to all purchases on any one day
by the same purchaser of Units in the amounts stated. Purchases of Units will
not be aggregated with purchases of units of any other series of The Uncommon
Values Trust. Units held in the name of the spouse of the purchaser or in the
name of a child of the purchaser under 21 years of age are deemed to be
registered in the name of the purchaser for purposes of calculating the
applicable sales charge. The graduated sales charges are also applicable to a
trustee or other fiduciary purchasing securities for a single trust estate or
single fiduciary account.
Valuation of Securities by the Trustee is made as of the close of business
on the New York Stock Exchange on each business day. Securities quoted on a
national stock exchange or NASDAQ National Market System are valued at the
closing sales price, or, if no closing sales price exists, at the mean between
the closing bid and offer prices. Securities not so quoted are valued at the
mean between bid and offer prices.
Employees of the Sponsor and its subsidiaries, affiliates and employee-
related accounts may purchase Units pursuant to employee benefit plans, at a
price equal to the aggregate value of the Securities in the Trust divided by
the number of Units outstanding plus a reduced sales charge of .5%. Sales to
these plans involve less selling effort and expense than sales to employee
groups of other companies.
PUBLIC DISTRIBUTION
Units will be distributed to the public at the Public Offering Price through
the Sponsor, as sole underwriter of the Trust, and may also be distributed
through dealers.
The Sponsor intends to qualify Units for sale in all states of the United
States where qualification is deemed necessary through the Sponsor and dealers
who are members of the National Association of Securities Dealers, Inc. Sales
to dealers, if any, will initially be made at prices which represent a
concession from the Public Offering Price per Unit to be established at the
time of sale by the Sponsor.
UNDERWRITER'S AND SPONSOR'S PROFITS
The Sponsor, as sole underwriter, receives a gross underwriting commission
equal to the sales charge of 4.00% of the Public Offering Price (subject to
reduction on a graduated scale basis in the case of volume purchases, and
subject to reduction for purchasers in each succeeding quarter during the
first year of the Trust, as referred to above).
On the Initial Date of Deposit, the Sponsor also realized a profit or loss
on deposit of the Securities into the Trust in the amount set forth under
Investment Summary, which equals the difference between the cost of the
Securities to the Trust (which is based on the aggregate value of the
Securities on the Date of Deposit) and the purchase price of
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<PAGE>
such Securities to the Sponsor. On each subsequent deposit of Securities with
respect to the sale of additional Units to the public, the Sponsor similarly
may realize a profit or loss. The Sponsor also may realize profits or sustain
losses as a result of fluctuations after the Initial Date of Deposit in the
aggregate value of the Securities and hence of the Public Offering Price
received by the Sponsor for Units. Cash, if any, made available by buyers of
Units to the Sponsor prior to the settlement dates for purchase of Units may
be used in the Sponsor's business and may be of benefit to the Sponsor.
The Sponsor also receives an annual fee at the maximum rate of $.25 per
1,000 Units for the administrative and other services which it provides during
the life of the Trust (see Expenses and Charges -- Fees). The Sponsor has not
participated as sole underwriter or manager or member of any underwriting
syndicate from which any of the Securities in the Portfolio on the Initial
Date of Deposit were acquired, except as indicated under Portfolio.
In maintaining a market for the Units (see Market for Units), the Sponsor
will also realize profits or sustain losses in the amount of any difference
between the prices at which it buys Units (based on the aggregate value of the
Securities) and the prices at which it resells such Units (which include the
sales charge) or the prices at which the Securities are sold after it redeems
such Units, as the case may be.
MARKET FOR UNITS
While the Sponsor is not obligated to do so, its intention is to maintain a
market for Units and offer continuously to purchase Units from the Initial
Date of Deposit at prices, subject to change at any time, which will be
computed by adding (1) the aggregate value of Securities in the Trust, (2)
amounts in the Trust including dividends receivable on stocks trading ex-
dividend and (3) all other assets in the Trust; deducting therefrom the sum of
(a) taxes or other governmental charges against the Trust not previously
deducted, (b) accrued fees and expenses of the Trustee (including legal and
auditing expenses), the Sponsor and counsel to the Trust and certain other
expenses and (c) amounts for distribution to Holders of record as of a date
prior to the evaluation; and dividing the result of such computation by the
number of Units outstanding as of the date of computation. The Sponsor may
discontinue purchases of Units if the supply of Units exceeds demand or for
any other business reason. The Sponsor, of course, does not in any way
guarantee the enforceability, marketability or price of any Securities in the
Portfolio or of the Units. On any given day, however, the price offered by the
Sponsor for the purchase of Units shall be an amount not less than the
Redemption Price per Unit, based on the aggregate value of Securities in the
Trust on the date on which the Units are tendered for redemption (see
Redemption).
The Sponsor may, of course, redeem any Units it has purchased in the
secondary market to the extent that it determines that it is undesirable to
continue to hold such Units in its inventory. Factors which the Sponsor will
consider in making such a determination will include the number of units of
all series of unit trusts which it has in its inventory, the salability of
such units and its estimate of the time required to sell such units and
general market conditions. For a description of certain consequences of such
redemption for the remaining Holders, see Redemption.
REDEMPTION
Units may be redeemed by the Trustee at its corporate trust office upon
payment of any relevant tax without any other fee, accompanied by a written
instrument or instruments of transfer with the signature guaranteed by a
national bank or trust company, a member firm of any of the New York, Midwest
or Pacific Stock Exchanges, 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.
The Trustee is empowered to sell Securities in order to make funds available
for redemption if funds are not otherwise available in the Capital and Income
Accounts to meet redemptions (see Administration of the Trust--Accounts and
Distribution). The Securities to be sold will be selected by the Trustee from
those designated on the current list provided by the Sponsor for this purpose.
Provision is made in the Indenture under which the Sponsor may, but need not,
specify minimum amounts in which blocks of Securities are to be sold in order
to obtain the best price for the Trust. While these minimum amounts may vary
from time to time in accordance with market conditions, the Sponsor believes
that the minimum amounts which would be specified would be a sufficient number
of shares to obtain institutional rates of brokerage commissions (generally
between 1,000 and 5,000 shares).
17
<PAGE>
The Trustee will redeem Units "in kind" upon request of a redeeming Holder if
the Holder tenders at least 50,000 Units. Thus, a Holder will be able (except
during a period described in the last paragraph under this heading), not later
than the seventh calendar day following such tender (or if the seventh calendar
day is not a business day on the first business day prior thereto), to receive
in kind an amount per Unit equal to the Redemption Price per Unit (computed as
described in Redemption -- Computation of Redemption Price per Unit) as
determined as of the day of tender. The Redemption Price per Unit for in kind
distributions (the "In Kind Distribution") will take the form of the
distribution of whole and fractional shares of each of the Securities in the
amounts and the appropriate proportions represented by the fractional undivided
interest in the Trust of the Units tendered for redemption (based upon the
Redemption Price per Unit), except that with respect to any foreign Security
not held in ADR form, the value of that Security will be distributed in cash.
In Kind Distributions on redemption of a minimum of 50,000 Units will be held
by United States Trust Company of New York, as Distribution Agent, for the
account, and for disposition in accordance with the instructions of, the
tendering Holder as follows:
(a) If the tendering Holder requests cash payment, the Distribution Agent
shall sell the In Kind Distribution as of the close of business on the date of
tender and remit to the Holder not later than seven calendar days thereafter
the net proceeds of sale, after deducting brokerage commissions and transfer
taxes, if any, on the sale. The Distribution Agent may sell the Securities
through the Sponsor, and the Sponsor may charge brokerage commissions on those
sales. Since these proceeds will be net of brokerage commissions, Holders who
wish to receive cash for their Units should always offer them for sale to the
Sponsor in the secondary market before seeking redemption by the Trustee. The
Trustee may offer Units tendered for redemption and cash liquidation to it to
the Sponsor on behalf of any Holder to obtain this more favorable price for the
Holder.
(b) If the tendering Holder requests distribution in kind, the Distribution
Agent (or the Sponsor acting on behalf of the Distribution Agent) shall sell
any portion of the In Kind Distribution represented by fractional interests in
accordance with the foregoing and distribute net cash proceeds to the tendering
Holder together with certificates representing whole shares of each of the
Securities that comprise the In Kind Distribution. (The Trustee may, however,
offer the Sponsor the opportunity to purchase the tendered Units in exchange
for the numbers of shares of each Security and cash, if any, which the Holder
is entitled to receive. The tax consequences to the Holder would be identical
in either case.)
Any amounts paid on redemption representing income received will be withdrawn
from the Income Account to the extent funds are available (an explanation of
such Account is set forth under Administration of the Trust -- Accounts and
Distributions). In addition, in implementing the redemption procedures
described above, the Trustee and the Distribution Agent shall make any
adjustments necessary to reflect differences between the Redemption Price of
the Units and the value of the In Kind Distribution as of the date of tender.
To the extent that Securities are distributed in kind, the size of the Trust
will be reduced.
A Holder may tender Units for redemption on any weekday (a "Tender Day")
which is not one of the following: New Year's Day, Washington's Birthday, Good
Friday, Memorial Day (observed), Independence Day, Labor Day, Thanksgiving or
Christmas. The right of redemption may be suspended and payment postponed for
any period, determined by the Securities and Exchange Commission ("SEC"), (1)
during which the New York Stock Exchange, Inc. is closed other than for
customary weekend and holiday closings, (2) during which the trading on that
Exchange is restricted or an emergency exists as a result of which disposal or
evaluation of the Securities is not reasonably practicable or (3) for such
periods as the SEC may by order permit (Section 5.02).
COMPUTATION OF REDEMPTION PRICE PER UNIT
Redemption Price per Unit is computed by the Trustee as of the Evaluation
Time on each June 30 and December 31 (or the last business day prior thereto),
as of the Evaluation Time next following the tender of any Unit for redemption
on any Tender Day, and on any other business day desired by the Trustee or the
Sponsor, by adding (1) the aggregate value of the Securities determined by the
Trustee, (2) amounts in the Trust including dividends receivable on stocks
trading ex-dividend (with appropriate adjustments to reflect monthly
distributions made to Holders) and (3) all other assets in the Trust; deducting
therefrom the sum of (a) taxes or other governmental charges against the Trust
18
<PAGE>
not previously deducted, (b) accrued fees and expenses of the Trustee
(including legal and auditing expenses), the Sponsor and counsel to the Trust
and certain other expenses and (c) amounts for distribution to Holders of
record as of a date prior to the evaluation; and dividing the result of such
computation by the number of Units outstanding as of the date thereof
(Sections 4.01 and 5.01).
The aggregate value of the Securities shall be determined by the Trustee in
good faith in the following manner: if the Securities are listed on a national
securities exchange or NASDAQ National Market System, or a foreign securities
exchange, such evaluation shall generally be based on the closing sale price
on such exchange (unless the Trustee deems such price inappropriate as a basis
for evaluation) or, if there is no closing sale price on such exchange, at the
mean between the closing offering and bid side evaluation. If the Securities
are not so listed or, if so listed and the principal market therefor is other
than on such exchange, such evaluation shall generally be made by the Trustee
in good faith based at the mean between current bid and offer prices on the
over-the-counter market (unless the Trustee deems such mean inappropriate as a
basis for evaluation) or, if bid and offer prices are not available, (1) on
the basis of the mean between current bid and offer prices for comparable
securities, (2) by the Trustee's appraising the value of the Securities in
good faith at the mean between the bid side and the offer side of the market
or (3) by any combination thereof.
EXPENSES AND CHARGES
Initial Expenses -- All of the expenses incurred in establishing the Trust,
including the cost of the initial preparation, printing and execution of the
registration statement, this prospectus and the indenture, the initial fees
and expenses of the Trustee, legal expenses, advertising and selling expenses
and any other out-of-pocket expenses, will be paid at no cost to the Trust.
Fees -- The Trustee's and Sponsor's fees are set forth under Investment
Summary. The Trustee receives for its services as Trustee and Distribution
Agent payable in monthly installments, the amount set forth under Investment
Summary. The Trustee's fee (in respect of services as Trustee), payable
monthly, is based on the largest number of Units outstanding during the
preceding month (Section 8.05). Certain regular and recurring expenses of the
Trust, including certain mailing and printing expenses, are borne by the
Trust. The Trustee receives benefits to the extent that it holds funds on
deposit in the various non-interest bearing accounts created under the
Indenture. The Sponsor's fee, which is earned for trust supervisory services,
is based on the largest number of Units outstanding during the year. The
Sponsor's fee, which is not to exceed the maximum amount set forth under
Investment Summary, may exceed the actual costs of providing supervisory
services for this Trust, but at no time will the total amount the Sponsor
receives for trust supervisory services rendered to all series of Smith Barney
Unit Trusts in any calendar year exceed the aggregate cost to it of supplying
these services in that year. In addition, the Sponsor may also be reimbursed
for bookkeeping or other administrative services provided to the Trust in
amounts not exceeding its cost of providing those services. The fees of the
Trustee and Sponsor may be increased without approval of Holders in proportion
to increases under the classification "All Services Less Rent" in the Consumer
Price Index published by the United States Department of Labor (Sections 7.03
and 8.05).
Other Charges -- These include: (1) fees of the Trustee for extraordinary
services (for example, making distributions due to failure of contracts for
Securities) (Section 8.05), (2) expenses of the Trustee incurred for the
benefit of the Trust (including legal and auditing expenses) and expenses of
counsel designated by the Sponsor (Sections 3.04, 3.09, 7.02(b), 8.01 and
8.05), (3) various governmental charges (Sections 3.03 and 8.01(h)), (4)
expenses and costs of action taken by the Sponsor, in its discretion, or the
Trustee, in its discretion, to protect the Trust and the rights and interests
of Holders (for example, expenses in exercising the Trust's rights under the
underlying Securities) (Sections 7.02(b) and 8.01(d)), (5) indemnification of
the Trustee for any losses, liabilities and expenses incurred without gross
negligence, bad faith or wilful misconduct on its part (Section 8.05), (6)
indemnification of the Sponsor for any losses, liabilities and expenses
incurred without gross negligence, bad faith, wilful misconduct or reckless
disregard of their duties (Section 7.02(b)) and (7) expenditures incurred in
contacting Holders upon termination of the Trust (Section 9.02). The amounts
of these charges and fees are secured by a lien on the Trust.
Payment of Expenses -- Funds necessary for the payment of the above fees
will be obtained in the following manner: (1) first, by deductions from the
Income Account (see below) (which will reduce income distributions from
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<PAGE>
the Account); (2) to the extent the Income Account funds are insufficient, by
distribution from the Capital Account (see below); (3) to the extent the Income
and Capital Accounts are insufficient, by selling Securities from the Portfolio
and using the proceeds to pay the expenses (thereby reducing the net asset
value of the Units) (Section 8.05).
Since the Securities are all common stocks, and the income stream produced by
dividend payments thereon is unpredictable (see Description of the Trust --
Risk Factors), the Sponsor cannot provide any assurance that dividends will be
sufficient to meet any or all expenses of the Trust. If dividends are
insufficient to cover expenses, it is likely that Securities will have to be
sold to meet Trust expenses. Any such sales may result in capital gains or
losses to Holders. See Description of the Trust -- Taxes.
ADMINISTRATION OF THE TRUST
RECORDS
The Trustee keeps records of the transactions of the Trust at its corporate
trust office including names, addresses and holdings of all Holders, a current
list of the Securities and a copy of the Indenture. Such records are available
to Holders for inspection at reasonable times during business hours (Section
8.02 and 8.04).
ACCOUNTS AND DISTRIBUTIONS
Dividends payable to the Trust are credited by the Trustee to an Income
Account, as of the date on which the Trust is entitled to receive such
dividends as a holder of record of the Securities. All other receipts (i.e.,
return of capital, stock dividends, if any, and gains) will be credited by the
Trustee to a Capital Account. If a Holder elects to receive his distribution in
cash, any income distribution for the Holder as of each Record Day will be made
on the following Distribution Day or shortly thereafter and shall consist of an
amount equal to the Holder's pro rata share of the distributable balance in the
Income Account as of such Record Day, after deducting estimated expenses. The
first distribution for persons who purchase Units between a Record Day and a
Distribution Day will be made on the second Distribution Day following their
purchase of Units. In addition, amounts from the Capital Account may be
distributed from time to time to Holders of record. The Trustee may withdraw
from the Income Account, from time to time, such amounts as it deems requisite
to establish a reserve for any taxes or other governmental charges that may be
payable out of the Trust (Section 3.03). Funds held by the Trustee in the
various accounts created under the Indenture do not bear interest (Section
8.01).
Purchases at Market Discount -- Certain of the shareholder dividend
reinvestment, stock purchase or similar plans maintained by issuers of the
Securities offer shares pursuant to such plans at a discount from market value.
Subject to any applicable regulations and plan restrictions, the Sponsor
intends to direct the Trustee to participate in any such plans to the greatest
extent possible taking into account the Securities held by the Trust in the
issuers offering such plans. In such event, the Indenture requires that the
Trustee forthwith distribute in kind to the Distribution Agent the Securities
received upon any such reinvestment to be held for the accounts of the Holders
in proportion to their respective interests in the Trust. It is anticipated
that Securities so distributed shall immediately be sold. Therefore, the cash
received upon such sale, after deducting sales commissions and transfer taxes,
if any, will be used for cash distributions to Holders.
The Trustee will follow a policy that it will place securities transactions
with a broker or dealer only if it expects to obtain the most favorable prices
and executions of orders. Transactions in securities held in the Trust are
generally made in brokerage transactions (as distinguished from principal
transactions) and the Sponsor or any of its affiliates may act as brokers
therein if the Trustee expects thereby to obtain the most favorable prices and
execution. The furnishing of statistical and research information to the
Trustee by any of the securities dealers through which transactions are
executed will not be considered in placing securities transactions.
TRUST SUPERVISION
The Trust is a unit investment trust which normally follows a buy and hold
investment strategy and is not actively managed. However, the Portfolio is
regularly reviewed. Traditional methods of investment management for a managed
fund (such as a mutual fund) typically involve frequent changes in a portfolio
of securities on the basis of economic,
20
<PAGE>
financial and market analyses. The Portfolio of the Trust, however, will not
be actively managed and therefore the adverse financial condition of an issuer
will not necessarily require the sale of its Securities from the Portfolio.
However, while it is the intention of the Sponsor to continue the Trust's
investment in the Securities in the original proportions, it has the power but
not the obligation to direct the disposition of the Securities upon
institution of certain legal proceedings, default under certain documents
adversely affecting future declaration or payment of anticipated dividends, or
a substantial decline in price or the occurrence of other materially adverse
market or credit factors that, in the opinion of the Sponsor, would make the
retention of the Securities detrimental to the interests of the Holders
(Section 3.08). The Sponsor intends to review the desirability of retaining in
the Portfolio any Security if its Investment Rating is reduced below 3 by the
Sponsor's Research Department. The Sponsor is authorized under the Indenture
to direct the Trustee to invest the proceeds of any sale of Securities not
required for redemption of Units in eligible money market instruments selected
by the Sponsor which will include only the following instruments:
(i) negotiable certificates of deposit or time deposits of domestic banks
which are members of the Federal Deposit Insurance Corporation and which have,
together with their branches or subsidiaries, more than $2 billion in total
assets, except that certificates of deposit or time deposits of smaller
domestic banks may be held provided the deposit does not exceed the insurance
coverage on the instrument (which currently is $100,000), and provided further
that the Trust's aggregate holding of certificates of deposit or time deposits
issued by the Trustee may not exceed the insurance coverage of such
obligations and (ii) U.S. Treasury notes or bills.
In the event a public tender offer is made for a Security or a merger or
acquisition is announced affecting a Security, the Sponsor may instruct the
Trustee to tender or sell the Security on the open market when in its opinion
it is in the best interest of the Holders of the Units to do so. In addition,
the Sponsor is required to instruct the Trustee to reject any offer made by an
issuer of any of the Securities to issue new Securities in exchange or
substitution for any Securities except that the Sponsor may instruct the
Trustee to accept or reject such an offer to take any other action with
respect thereto as the Sponsor may deem proper if (1) the issuer failed to
declare or pay anticipated dividends with respect to such Securities or (2) in
the written opinion of the Sponsor the issuer will probably fail to declare or
pay anticipated dividends with respect to such Securities in the reasonably
foreseeable future. Any Securities so received in exchange or substitution
will be held by the Trustee subject to the terms and conditions of the
Indenture to the same extent as Securities originally deposited thereunder.
Within five days after the deposit of Securities in exchange or substitution
for underlying Securities, the Trustee is required to give notice thereof to
each Holder, identifying the Securities eliminated and the Securities
substituted therefor (Section 3.11). Except as stated in this and the
following paragraphs, the Trust may not acquire any securities other than (1)
the Securities and (2) securities resulting from stock dividends, stock splits
and other capital changes of the issuers of the Securities (Sections 3.09,
10.01).
The Sponsor is authorized to direct the Trustee to acquire replacement
Securities ("Replacement Securities") to replace any Securities, for which
purchase contracts have failed ("Failed Securities"), or, in connection with
the deposit of Additional Securities, when Securities of an issue originally
deposited are unavailable at the time of subsequent deposit, as described more
fully below. Replacement Securities that are replacing Failed Securities will
be deposited into the Trust within 110 days of the date of deposit of the
contracts that have failed at a purchase price that does not exceed the amount
of funds reserved for the purchase of Failed Securities. The Replacement
Securities shall satisfy certain conditions specified in the Indenture
including, among other conditions, requirements that the Replacement
Securities shall be publicly-traded common stocks; shall be issued by an
issuer subject to or exempt from the reporting requirements under Section 13
or 15(d) of the Securities Exchange Act of 1934 (or similar provisions of
law); shall not result in more than 10% of the Trust consisting of securities
of a single issuer (or of two or more issuers which are Affiliated Persons as
this term is defined in the Investment Company Act of 1940) which are not
registered and are not being registered under the Securities Act of 1933 or
result in the Trust owning more than 50% of any single issue which has been
registered under the Securities Act of 1933 (Section 3.11); and shall have, in
the opinion of the Sponsor, characteristics sufficiently similar to the
characteristics of the other Securities in the Trust as to be acceptable for
acquisition by the Trust. Whenever a Security has been eliminated by the
Trust, the Trustee shall within five days thereafter notify all Holders of the
sale of the Security eliminated and the acquisition of the Replacement
Security. Whenever a Replacement Security has been acquired for the Trust, the
Trustee shall, on the next Distribution
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<PAGE>
Day that is more than 30 days thereafter, make a pro rata distribution of the
amount, if any, by which the cost to the Trust of the Failed Security exceeded
the cost of the Replacement Security. If Replacement Securities are not
acquired, the Sponsor will, on or before the next following Distribution Day,
cause to be refunded the attributable sales charge, plus the attributable Cost
of Securities to Trust listed under Portfolio plus income attributable to the
Failed Security.
The Indenture also authorizes the Sponsor to increase the size and number of
Units of the Trust by the deposit of Additional Securities, contracts to
purchase Additional Securities or cash or a letter of credit with instructions
to purchase Additional Securities in exchange for the corresponding number of
additional Units during the 90-day period subsequent to the Initial Date of
Deposit, provided that the original proportionate relationship among the
number of shares of each Security established on the Initial Date of Deposit
(the "Original Proportionate Relationship") is maintained to the extent
practicable. Deposits of Additional Securities subsequent to the 90-day period
following the Initial Date of Deposit must replicate exactly the original
proportionate relationship among the number of shares of each Security
comprising the Portfolio at the end of the initial 90-day period.
With respect to deposits of Additional Securities (or cash or a letter of
credit with instructions to purchase Additional Securities), in connection
with creating additional Units of the Trust during the 90-day period following
the Initial Date of Deposit, the Sponsor may specify minimum amounts of
additional Securities to be deposited or purchased. If a deposit is not
sufficient to acquire minimum amounts of each Security, Additional Securities
may be acquired in the order of the Security most under-represented
immediately before the deposit when compared to the Original Proportionate
Relationship. If Securities of an issue originally deposited are unavailable
at the time of subsequent deposit or cannot be purchased at reasonable prices
or their purchase is prohibited or restricted by law, regulation or policies
applicable to the Trust or the Sponsor, the Sponsor may (1) deposit cash or a
letter of credit with instructions to purchase the Security when practicable
(provided that it becomes available within 110 days after the Initial Date of
Deposit) or (2) deposit (or instruct the Trustee to purchase) Securities of
one or more other issues originally deposited or (3) deposit (or instruct the
Trustee to purchase) a Replacement Security that will meet the conditions
described above. Any funds held to acquire Additional or Replacement
Securities which have not been used to purchase Securities at the end of the
90-day period beginning with the Initial Date of Deposit, shall be used to
purchase Securities as described above or shall be distributed to Holders
together with the attributable sales charge.
REPORTS TO HOLDERS
The Trustee will furnish Holders with each distribution a statement of the
amount of income and the amount of other receipts, if any, which are being
distributed, expressed in each case as a dollar amount per Unit. Within a
reasonable period of time after the end of June in each year (normally within
20 to 60 days), the Trustee will furnish to each person who at any time during
the preceding period from July 1 through June 30 (a "Trust Year") was a Holder
of record a statement (1) as to the Income Account: income received;
deductions for applicable taxes and for fees and expenses of the Trustee and
counsel, and certain other expenses; amounts paid in connection with
redemptions of Units and the balance remaining after such distributions and
deductions, expressed in each case both as a total dollar amount and as a
dollar amount per Unit outstanding on the last business day of such Trust
Year; (2) as to the Capital Account: the dates of disposition of any
Securities (other than pursuant to In Kind Distributions) and the net proceeds
received therefrom; the results of In Kind Distributions in connection with
redemption of Units; deductions for payment of applicable taxes and for fees
and expenses of the Trustee and counsel and certain other expenses, to the
extent that the Income Account is insufficient, and the balance remaining
after such distribution and deductions, expressed both as a total dollar
amount and as a dollar amount per Unit outstanding on the last business day of
such Trust Year; (3) a list of the Securities held and the number of Units
outstanding on the last business day of such Trust Year; (4) the Redemption
Price per Unit based upon the computation thereof made on the thirtieth day of
June (or the last business day prior thereto) of such Trust Year; and (5)
amounts actually distributed during such Trust Year from the Income Account
expressed both as total dollar amounts and as dollar amounts per Unit
outstanding on the record dates for such distributions (Section 3.07).
In order to enable them to comply with federal and state tax reporting
requirements, Holders will be furnished with evaluations of Securities upon
request to the Trustee.
22
<PAGE>
EVIDENCE OF OWNERSHIP
If a purchaser of Units holds his Units through an account for his benefit
at the Sponsor, that purchaser will be the beneficial owner of the Units but
the Sponsor will be the record Holder. Units held in such an account with the
Sponsor are transferable by the beneficial owner to another account with the
Sponsor by notice to the Sponsor, payment of any sums required for taxes or
other governmental charges and compliance with any formalities required by the
Sponsor.
All record Holders of Units (including the Sponsor for any Units held by it
in accounts for the benefit of others) are required to hold their Units in
uncertificated form. The Trustee will credit a record Holder's account with
the number of Units held by the Holder. If any Units are not held in an
account with the Sponsor, or if Units so held are to be transferred outside
such an account, such Units are transferable by the Trustee, with a payment of
any sums payable for taxes or other governmental charges imposed upon these
transactions and compliance with the formalities necessary to redeem Units
(Section 6.01).
AMENDMENT AND TERMINATION
The Sponsor may amend the Indenture, with the consent of the Trustee but
without the consent of any of the Holders, (1) to cure any ambiguity or to
correct or supplement any provision thereof which may be defective or
inconsistent, (2) to change any provision thereof as may be required by the
SEC or any successor governmental agency and (3) to make such other provisions
as shall not materially adversely affect the interest of the Holders (as
determined in good faith by the Sponsor). The Indenture may also be amended in
any respect by the Sponsor and the Trustee, or any of the provisions thereof
may be waived, with the consent of the Holders of 51% of the Units, provided
that no such amendment or waiver will reduce the interest in the Trust of any
Holder without the consent of such Holder or reduce the percentage of Units
required to consent to any such amendment or waiver without the consent of all
Holders (Section 10.01). The Indenture will terminate upon the earlier of the
disposition of the last Security held thereunder or the Mandatory Termination
Date specified under Investment Summary. The Indenture may also be terminated
by the Sponsor if the value of the Trust is less than the minimum value set
forth under Investment Summary (as described under Description of the Trust --
Risk Factors) and may be terminated at any time by written instrument
executed by the Sponsor and consented to by Holders of 51% of the Units
(Sections 8.01(g) and 9.01). The Trustee shall deliver written notice of any
termination to each Holder within a reasonable period of time prior to the
termination. Within a reasonable period of time after such termination, the
Trustee must sell all of the Securities then held and distribute to each
Holder, after deductions of accrued and unpaid fees, taxes and governmental
and other charges, such Holder's interest in the Income and Capital Accounts
(Section 9.01). Such distribution will normally be made by mailing a check in
the amount of each Holder's interest in such accounts to the address of such
Holder appearing on the record books of the Trustee.
REINVESTMENT PLAN
Distributions of income and/or principal, if any, on Units held in street
name through Smith Barney Inc. or directly in the name of the Holder, unless
the Holder notifies his financial consultant at Smith Barney Inc. or the
Trustee, respectively, to the contrary, will be reinvested automatically in
additional Units of the Trust at no extra charge pursuant to the Trust's
"Reinvestment Plan". If the Holder does not wish to participate in the
Reinvestment Plan, the Holder must notify his financial consultant at Smith
Barney Inc. or the Trustee at least ten business days prior to the
Distribution Day to which that election is to apply. The election may be
modified or terminated by similar notice.
Distributions being reinvested will be paid in cash to the Sponsor, who will
use them to purchase Units of the Trust at the Sponsor's Repurchase Price (the
net asset value per Unit without any sales charge) in effect at the close of
business on the Distribution Day. These may be either previously issued Units
repurchased by the Sponsor or newly issued Units created upon the deposit of
additional Securities in the Trust (see Description of the Trust -- Structure
and Offering). Each participant will receive an account statement reflecting
any purchase or sale of Units under the Reinvestment Plan.
23
<PAGE>
The costs of the Reinvestment Plan will be borne by the Sponsor, at no cost
to the Trust. The Sponsor reserves the right to amend, modify or terminate the
Reinvestment Plan at any time without prior notice.
RESIGNATION, REMOVAL AND LIMITATIONS ON LIABILITY
TRUSTEE
The Trustee or any successor may resign upon notice to the Sponsor. The
Trustee may be removed upon the direction of the Holders of 51% of the Units
at any time, or by the Sponsor without the consent of any of the Holders if
the Trustee becomes incapable of acting or becomes bankrupt or its affairs are
taken over by public authorities. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor. In case of such
resignation or removal the Sponsor is to use its best efforts to appoint a
successor promptly and if upon resignation of the Trustee no successor has
accepted appointment within thirty days after notification, the Trustee may
apply to a court of competent jurisdiction for the appointment of a successor
(Section 8.06). The Trustee shall be under no liability for any action taken
in good faith in reliance on prima facie properly executed documents or for
the disposition of monies or Securities, nor shall it be liable or responsible
in any way for depreciation or loss incurred by reason of the sale of any
Security. This provision, however, shall not protect the Trustee in cases of
wilful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties. In the event of the failure of the Sponsor to act, the
Trustee may act under the Indenture and shall not be liable for any of these
actions taken in good faith. The Trustee shall not be personally liable for
any taxes or other governmental charges imposed upon or in respect of the
Securities or upon the interest thereon. In addition, the Indenture contains
other customary provisions limiting the liability of the Trustee (Sections
3.08, 3.11, 8.01 and 8.05).
SPONSOR
The Sponsor may resign at any time if a successor Sponsor is appointed by
the Trustee in accordance with the Indenture. Any new Sponsor must have a
minimum net worth of $2,000,000 and must serve at rates of compensation deemed
by the Trustee to be reasonable and as may not exceed amounts prescribed by
the SEC. If the Sponsor fails to perform its duties or becomes incapable of
acting or becomes bankrupt or its affairs are taken over by public
authorities, then the Trustee may (1) appoint a successor Sponsor at rates of
compensation deemed by the Trustee to be reasonable and as may not exceed
amounts prescribed by the SEC, (2) terminate the Indenture and liquidate the
Trust or (3) continue to act as Trustee without terminating the Indenture.
The Sponsor shall be under no liability to the Trust or to the Holders for
taking any action or for refraining from taking any action in good faith or
for errors in judgment and shall not be liable or responsible in any way for
depreciation of any Security or Units or loss incurred in the sale of any
Security or Units. This provision, however, shall not protect the Sponsor in
cases of wilful misfeasance, bad faith, gross negligence or reckless disregard
of its obligations and duties (Section 7.02). The Sponsor may transfer all or
substantially all of its assets to a corporation or partnership which carries
on its business and duly assumes all of its obligations under the Indenture
and in such event it shall be relieved of all further liability under the
Indenture (Section 7.01).
MISCELLANEOUS
TRUSTEE
The Trustee is United States Trust Company of New York, with its principal
place of business at 770 Broadway, New York, New York 10003. United States
Trust Company of New York has, since its establishment in 1853, engaged
primarily in the management of trust and agency accounts for individuals and
corporations. The Trustee is a member of the New York Clearing House
Association and is subject to supervision and examination by the
Superintendent of Banks of the State of New York, the Federal Deposit
Insurance Corporation and the Board of Governors of the Federal Reserve
System. In connection with the storage and handling of certain Stocks
deposited in the Trust, the Trustee may use the services of The Depository
Trust Company. These services may include safekeeping of the Stocks, computer
book-entry transfer and institutional delivery services. The Depository Trust
Company is a limited purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System and a clearing
agency registered under the Securities Exchange Act of 1934.
24
<PAGE>
LEGAL OPINION
The legality of the Units has been passed upon by Davis Polk & Wardwell, 450
Lexington Avenue, New York, New York 10017, as special counsel for the
Sponsor.
AUDITORS
The Statement of Financial Condition and the Portfolio included in this
Prospectus have been audited by KPMG Peat Marwick, independent auditors, as
indicated in their report with respect thereto, and are so included herein in
reliance upon the authority of said firm as experts in accounting and
auditing.
SPONSOR
Smith Barney Inc., 1345 Avenue of the Americas, New York, New York 10105
("Smith Barney"), was incorporated in Delaware in 1960 and traces its history
through predecessor partnerships to 1873. On July 31, 1993, Smith Barney,
Harris Upham & Co. Incorporated ("SBHU"), together with certain of its
affiliates and The Travelers Inc. (formerly Primerica Corporation), acquired
the domestic retail brokerage and asset management businesses of Shearson
Lehman Brothers Holdings Inc. and its subsidiaries. Shearson was combined with
the operations of SBHU and its affiliates and SBHU was renamed Smith Barney
Shearson Inc. and more recently Smith Barney Inc. Smith Barney, an investment
banking and securities broker-dealer firm, is a member of the New York Stock
Exchange, Inc. and other major securities and commodities exchanges, the
National Association of Securities Dealers, Inc. and the Securities Industry
Association. Smith Barney is an indirect wholly-owned subsidiary of The
Travelers Inc.
The Sponsor or an affiliate is investment adviser, principal underwriter or
distributor of thirty-three open-end investment companies and investment
manager of ten closed-end investment companies. Smith Barney also sponsors all
Series of Corporate Securities Trust, Government Securities Trust, Harris,
Upham Tax-Exempt Fund and Tax Exempt Securities Trust, and acts as co-sponsor
of most Series of Defined Asset Funds.
25
<PAGE>
UNCOMMON
VALUES
----------------------------
A SMITH BARNEY UNIT TRUST
1994 SERIES
PROSPECTUS
This Prospectus does not contain all of the information with respect to the
investment company set forth in its registration statements and exhibits
relating thereto which have been filed with the Securities and Exchange
Commission, Washington, D.C. under the Securities Act of 1933 and the
Investment Company Act of 1940, and to which reference is hereby made.
- --------------------------------------------------------------------------------
INDEX
<TABLE>
<S> <C>
Investment Summary 2
Report of Independent Accountants 6
Statement of Financial Condition 6
Portfolio of The Uncommon Values Trust,
1994 Series 7
Description of the Trust 8
Taxes 13
Public Sale of Units 15
Market for Units 17
Redemption 17
Expenses and Charges 19
Administration of the Trust 20
Reinvestment Plan 23
Resignation, Removal and Limitations on Liability 24
Miscellaneous 24
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SPONSOR: TRUSTEE: INDEPENDENT ACCOUNTANTS:
<S> <C> <C>
Smith Barney Inc. United States Trust Company KPMG Peat Marwick
Two World Trade Center of New York 345 Park Avenue
101st Floor 770 Broadway New York, New York 10154
New York, New York 10048 New York, New York 10003
(800) 298-UNIT
</TABLE>
- --------------------------------------------------------------------------------
SMITH BARNEY
- --------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
WITH RESPECT TO THE UNCOMMON VALUES TRUST, 1994 SERIES, NOT CONTAINED IN THIS
PROSPECTUS; AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY STATE
TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
- --------------------------------------------------------------------------------
UT 6017
<PAGE>
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
A. The following information relating to the Depositor is incorporated by
reference to the SEC filings indicated and made a part of this Registration
Statement.
<TABLE>
<CAPTION>
SEC FILE OR
IDENTIFICATION NUMBER
---------------------
<C> <S> <C>
I. Bonding Arrangements and Date of Organization of
the Depositor filed pursuant to Items A and B of
Part II of the Registration Statement on Form S-6
under the Securities Act of 1933: 2-67446
II. Information as to Officers and Directors of the
Depositor filed pursuant to Schedules A and D of
Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934: 8-12324
III. Charter documents of the Depositor filed as
Exhibits to the Registration Statement on Form S-
6 under the Securities Act of 1933 (Charter, By-
Laws): 2-52898
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsor and Trustee are as follows:
Smith Barney Inc. 13-2518466
United States Trust Company of New York, Trustee 13-5459866
</TABLE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities and
Exchange Act of 1934, the undersigned registrant hereby undertakes to file
with the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
II-1
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
THE REGISTRATION STATEMENT ON FORM S-6 IS COMPRISED OF THE FOLLOWING PAPERS
AND DOCUMENTS:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-
Reference Sheet to the Registration Statement of The Uncommon Values
Unit Trust, 1985 Series, 1933 Act File No. 2-97046).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The undertaking to file reports.
The signatures.
Written Consents of the following persons:
KPMG Peat Marwick (included in Exhibit 5.1)
Davis Polk & Wardwell (included in Exhibit 3.1)
The following exhibits:
<TABLE>
<C> <S>
1.1 -- Form of Reference Trust Indenture (incorporated by reference to
Exhibit 1.1 to the Registration Statement of The Uncommon Values Unit
Trust, 1985 Series (Reg. No. 2-97046)).
2.1 -- Form of Standard Terms and Conditions of Trust (incorporated by
reference to Exhibit 2.1 to the Registration Statement of The
Uncommon Values Unit Trust, 1985 Series, 1933 Act File No. 2-97046).
3.1 -- Opinion of counsel as to the legality of securities being issued
including their consent to the use of their name under the headings
"Taxes" and "Miscellaneous --Legal Opinion" in the Prospectus.
5.1 -- Consent of KPMG Peat Marwick to the use of their name under the
heading "Miscellaneous --Auditors" in the Prospectus.
</TABLE>
II-2
<PAGE>
SIGNATURES
The registrant, The Uncommon Values Trust, 1994 Series, hereby identifies
the 1985 Series (Reg. No. 2-97046) of the Trust for purposes of the
representations required by Rule 487 and represents the following:
(1) That the portfolio securities deposited in the series as to the
securities of which this Registration Statement is being filed do not
differ materially in type or qualify from those deposited in such previous
series;
(2) That, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential financial
information for, the series with respect to the securities of which this
Registration Statement is being filed, this Registration Statement is being
filed, this Registration Statement does not contain disclosures that differ
in any material respect from those contained in the registration statements
for such previous series as to which the effective date was determined by
the Commission or the staff; and
(3) That is has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement or Amendment thereto to be signed
on its behalf by the undersigned thereunto duly authorized in the City of New
York and State of New York on the 1st day of July 1994.
SIGNATURES APPEAR ON PAGE II-4
A majority of the members of the Board of Directors of Smith Barney Inc. has
signed this Registration Statement or Amendment thereto pursuant to Powers of
Attorney authorizing the person signing this Registration Statement or
Amendment to the Registration Statement to do so on behalf of such members.
II-3
<PAGE>
SMITH BARNEY UNIT TRUSTS (REGISTRANT)
SMITH BARNEY INC.
(DEPOSITOR)
By the following persons* who constitute a majority of the Board of Directors
of Smith Barney Inc.:
Steven D. Black Howard D. Marsh
James S. Boshart III John F. McCann
Robert A. Case William J. Mills II
Robert K. DiFazio John C. Morris
James Dimon Charles O'Connor
Robert Druskin Hugh J. O'Hare
Herbert Dunn Joseph J. Plumeri II
Toni Elliott Jack L. Rivkin
Lewis Glucksman A. George Saks
Robert F. Greenhill Bruce D. Sargent
John B. Hoffman Don M. Shagrin
A. Richard Janiak, David M. Standridge
Jr. Melvin B. Taub
Robert Q. Jones Jacques S. Theriot
Robert B. Kane Stephen J. Treadway
Robert H. Lessen Paul Underwood
Jeffrey Lane Philip M. Waterman, Jr.
Thomas A. Maguire,
Jr.
/s/ Gina Lemon
By___________________________________
Gina Lemon (As authorized
signatory for Smith Barney Inc.
and Attorney-in-fact for the
persons listed above)
- --------
* Pursuant to Powers of Attorney filed under the 1933 Act file Numbers 33-56722
and 33-51999.
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER PAGE
------- ----
<C> <S> <C>
3.1 --Opinion of counsel as to legality of securities being
issued including their consent to the use of their name
under the headings "Taxes" and "Miscellaneous--Legal
Opinion" in the Prospectus.
5.1 --Consent of KPMG Peat Marwick to the use of their name under
the heading "Auditors" in the Prospectus.
</TABLE>
<PAGE>
Exhibit 3.1
July 1, 1994
The Uncommon Values Trust
1994 Series
Smith Barney Inc.
Unit Trust Department
Two World Trade Center, 101st Fl.
New York, N.Y. 10048
Dear Sirs:
We have acted as special counsel for you, as sponsor (the "Sponsor") of The
Uncommon Values Trust 1994 Series (the "Trust"), in connection with the
issuance of units of fractional undivided interest in the Trust (the "Units")
in accordance with the Trust Indenture relating to the Trust (the
"Indenture").
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents and instruments as
we have deemed necessary or advisable for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that (i) the execution and
delivery of the Indenture and the issuance of the Units have been duly
authorized by the Sponsor and (ii) the Units, when duly issued and delivered
by the Sponsor and the Trustee in accordance with the Indenture, will be
legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 3.1 to the
Registration Statement relating to the Units filed under the Securities Act of
1933 and to the use of our name in such Registration Statement and in the
related prospectus under the headings "Taxes" and "Miscellaneous--Legal
Opinion."
Very truly yours,
Davis Polk & Wardwell
<PAGE>
Exhibit 5.1
CONSENT OF INDEPENDENT AUDITORS
To the Sponsors, Trustee and Unit Holders of
The Uncommon Values Trust, 1994 Series:
We consent to the use of our report dated July 1, 1994 included herein and to
the reference to our firm under the heading "Auditors" in the Prospectus.
KPMG PEAT MARWICK
New York, New York
July 1, 1994
