<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1994
REGISTRATION NO. 33-53479
CIK 922572
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
ON
FORM S-6
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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:
KEMPER EQUITY PORTFOLIO TRUSTS
SERIES 8
B. NAME OF DEPOSITOR:
KEMPER UNIT INVESTMENT TRUSTS
(A SERVICE OF KEMPER SECURITIES, INC.)
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
KEMPER UNIT INVESTMENT TRUSTS
77 WEST WACKER DRIVE, 29TH FLOOR
CHICAGO, ILLINOIS 60601
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
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Copy to:
C. Perry Moore MARK J. KNEEDY
Kemper Unit Investment Trusts c/o Chapman and Cutler
77 Wacker Drive, 29th floor 111 West Monroe Street
Chicago, Illinois 60601 Chicago, Illinois 60603
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM
TITLE AND AMOUNT AGGREGATE AMOUNT OF
OF SECURITIES OFFERING REGISTRATION
BEING REGISTERED PRICE FEE
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Series 8 An indefinite Indefinite $500
number of Units (previously
of Beneficial paid)
Interest pursuant
to Rule 24f-2 under
the Investment Company
Act of 1940
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E. 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 at
2:00 p.m. on May 19, 1994 pursuant to paragraph (b) of Rule 487.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
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CROSS-REFERENCE SHEET
(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTIONS AS
TO THE PROSPECTUS IN FORM S-6)
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FORM S-6
FORM N-8B-2 ITEM NUMBER HEADING IN PROSPECTUS
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I. ORGANIZATION AND GENERAL INFORMATION
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1. (a) Name of trust................................. Prospectus front cover
(b) Title of securities issued.................... Essential Information
2. Name and address of each depositor................ } Administration of the Trust
3. Name and address of trustee....................... }
4. Name and address of principal underwriters........ *
5. State of organization of trust.................... The Trust Fund
6. Execution and termination of trust agreement...... The Trust Fund;
Administration of the Trust
7. Changes of name................................... The Trust Fund
8. Fiscal year....................................... *
9. Litigation........................................ *
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II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
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10. (a) Registered or bearer securities............... Unitholders
(b) Cumulative or distributive securities......... The Trust Fund
(c) Redemption.................................... Redemption
(d) Conversion, transfer, etc. ................... Unitholders;
Market for Units
(e) Periodic payment plan......................... *
(f) Voting rights................................. Unitholders
} Investment Supervision;
(g) Notice of certificateholders.................. } Administration of the Trust;
} Unitholders
(h) Consents required............................. Unitholders;
Administration of the Trust
(i) Other provisions.............................. Federal Tax Status
11. Type of securities comprising units............... The Trust Fund; The Trust Portfolio; Portfolio
12. Certain information regarding periodic payment
certificates...................................... *
} Essential Information;
13. (a) Load, fees, expenses, etc..................... } Public Offering of Units;
} Expenses of the Trust
(b) Certain information regarding periodic payment
certificates............................... *
(c) Certain percentages........................... Essential Information;
Public Offering of Units
(d) Certain other fees, etc. payable by holders... Unitholders
(e) Certain profits receivable by depositor, } Expenses of the Trust;
principal, }
underwriters, writers, trustee or affiliated } Public Offering of Units
persons....................................
(f) Ratio of annual charges to income............. *
14. Issuance of trust's securities.................... } The Trust Fund;
} Unitholders
15. Receipt and handling of payments from
purchasers........................................ *
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* Inapplicable, answer negative or not required.
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<TABLE>
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FORM S-6
FORM N-8B-2 ITEM NUMBER HEADING IN PROSPECTUS
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} The Trust Fund; The Trust Portfolio;
16. Acquisition and disposition of underlying } Investment Supervision;
securities........................................ }
} Market for Units;
17. Withdrawal or redemption.......................... } Redemption;
} Public Offering of Units
18. (a) Receipt, custody and disposition of income.... Unitholders
(b) Reinvestment of distributions................. Unitholders
(c) Reserves or special funds..................... Expenses of the Trust
(d) Schedule of distributions..................... *
} Unitholders;
19. Records, accounts and reports..................... } Redemption;
} Administration of the Trust
20. Certain miscellaneous provisions of trust
agreement
(a) Amendment..................................... }
(b) Termination................................... } Administration of the Trust
(c) and (d) Trustee, removal and successor........ }
(e) and (f) Depositor, removal and successor...... }
21. Loans to security holders......................... *
22. Limitations on liability.......................... Administration of the Trust
23. Bonding arrangements.............................. *
24. Other material provisions of trust agreement...... *
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III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
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25. Organization of depositor......................... Administration of the Trust
26. Fees received by depositor........................ See Items 13(a) and 13(e)
27. Business of depositor............................. }
28. Certain information as to officials and affiliated }
persons } Administration of the Trust
of depositor.................................... }
29. Voting securities of depositor.................... }
30. Persons controlling depositor..................... }
31. Payment by depositor for certain services rendered }
to trust........................................ }
32. Payment by depositor for certain other services } *
rendered to trust............................... }
33. Remuneration of employees of depositor for certain }
services rendered to trust...................... }
34. Remuneration of other persons for certain services
rendered
to trust........................................
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IV. DISTRIBUTION AND REDEMPTION
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35. Distribution of Trust's securities by states...... Public Offering of Units
36. Suspension of sales of trust's securities......... }
37. Revocation of authority to distribute............. } *
38. (a) Method of Distribution........................ } Public Offering of Units;
(b) Underwriting Agreements....................... } Market for Units
(c) Selling Agreements............................ Public Offering of Units
39. (a) Organization of principal underwriters........ } Administration of the Trust
(b) N.A.S.D. membership of principal }
underwriters...............................
40. Certain fees received by principal underwriters... See Items 13(a) and 13(e)
</TABLE>
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* Inapplicable, answer negative or not required.
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<TABLE>
<CAPTION>
FORM S-6
FORM N-8B-2 ITEM NUMBER HEADING IN PROSPECTUS
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41. (a) Business of principal underwriters............ Administration of the Trust
(b) Branch offices of principal underwriters...... }
(c) Salesmen of principal underwriters............ } *
42. Ownership of trust's securities by certain }
persons.........................................
43. Certain brokerage commissions received by
principal underwriters.......................... Public Offering of Units
44. (a) Method of valuation........................... Public Offering of Units
(b) Schedule as to offering price................. *
(c) Variation in offering price to certain
persons.................................... Public Offering of Units
45. Suspension of redemption rights................... Redemption
} Redemption;
46. (a) Redemption valuation.......................... } Market for Units;
} Public Offering of Units
(b) Schedule as to redemption price............... *
} Market for Units;
47. Maintenance of position in underlying } Public Offering of Units;
securities...................................... }
} Redemption
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V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
<S> <C>
48. Organization and regulation of trustee............ Administration of the Trust
49. Fees and expenses of trustee...................... } Expenses of the Trust
50. Trustee's lien.................................... }
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VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
<S> <C>
51. Insurance of holders of trust's securities........ Cover Page;
Expenses of the Trust
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VII. POLICY OF REGISTRANT
<S> <C>
52. (a) Provisions of trust agreement with respect to
selection or
elimination of underlying securities....... } The Trust Fund;
} Investment Supervision
(b) Transactions involving elimination of
underlying securities...................... *
(c) Policy regarding substitution or elimination
of underlying securities...................
Investment Supervision
(d) Fundamental policy not otherwise covered...... *
} Essential Information; The Trust
53. Tax status of Trust............................... } Portfolio;
} Federal Tax Status
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VIII. FINANCIAL AND STATISTICAL INFORMATION
<S> <C>
54. Trust's securities during last ten years........ }
55.} }
56.} Certain information regarding periodic payment } *
certificates.................................... }
57.} }
58.} }
59.} Financial statements (Instruction 1(c) to Form
S-6)............................................ *
</TABLE>
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* Inapplicable, answer negative or not required.
<PAGE> 5
KEMPER EQUITY PORTFOLIO TRUSTS
SERIES 8 (BANKING INSTITUTIONS)
Kemper Equity Portfolio Trusts, Series 8 (Banking Institutions) (the "Trust")
was formed with the investment objective of obtaining maximum capital
appreciation and increasing dividend income through investment in a fixed
portfolio of equity securities of companies diversified within the banking
industry which the Sponsor believes are potential acquisition candidates of
other banking institutions. The Securities selected are considered by the
Sponsor to have the potential to achieve the Trust's objective over the term of
the Trust. See "The Trust Portfolio." There is no assurance that the Trust will
achieve its objective.
Units of the Trust are not deposits or obligations of, or guaranteed by, any
bank, and Units are not federally insured or otherwise protected by the Federal
Deposit Insurance Corporation and involve investment risk including loss of
principal.
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SPONSOR: KEMPER UNIT INVESTMENT TRUSTS, a
service of Kemper Securities, Inc.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The investor is advised to read and retain this Prospectus for future reference.
THE DATE OF THIS PROSPECTUS IS MAY 19, 1994.
<PAGE> 6
SUMMARY
THE TRUST FUND. Kemper Equity Portfolio Trusts, Series 8 (Banking Institutions)
(the "Trust Fund" or "Trust") is a unit investment trust registered under the
Investment Company Act of 1940.
The Trust Fund initially consists of securities and delivery statements (i.e.,
contracts) to purchase common stocks issued by companies which the Sponsor
believes have the potential to achieve the objective of the Trust (the
"Securities"). For the criteria used by the Sponsor in selecting the Securities,
see "The Trust Portfolio--Securities Selection." The value of all portfolio
Securities and, therefore, the value of the Units may be expected to fluctuate
in value depending on the full range of economic and market influences affecting
corporate profitability, the financial condition of issuers and the prices of
equity securities in general and the Securities in particular. Maximum capital
appreciation is, of course, dependent upon several factors including, among
other factors, the financial condition of the issuers of the Securities (see
"The Trust Portfolio").
The Trust was formed with the investment objective of obtaining maximum capital
appreciation and increasing dividend income over the life of the Trust through
investment in a fixed portfolio of equity securities of companies diversified
within the banking industry which the Sponsor believes are potential acquisition
candidates of other banking institutions.
Additional Units of the Trust may be issued at any time by depositing in the
Trust additional Securities or contracts to purchase additional Securities
together with irrevocable letters of credit or cash. 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. The Sponsor may continue to make additional deposits of Securities
into the Trust for a period of up to one year following the Initial Date of
Deposit, provided that such additional deposits will be in amounts which will
maintain, for the first 90 days, as closely as possible the same original
percentage relationship among the number of shares of each Security in the Trust
established by the initial deposit of Securities and, thereafter, the same
percentage relationship that existed on such 90th day. Thus, although additional
Units will be issued, each Unit will continue to represent approximately the
same number of shares of each Security, and the percentage relationship among
the shares of each Security in the Trust will remain the same. The required
percentage 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.
Each Unit of the Trust initially offered represents that undivided interest in
the Trust indicated under "Essential Information." To the extent that any Units
are redeemed by the Trustee or additional Units are issued as a result of
additional Securities being deposited by the Sponsor, the fractional undivided
interest in the Trust represented by each unredeemed Unit will increase or
decrease accordingly, although the actual interest in the Trust represented by
such fraction will remain unchanged. Units will remain outstanding until
redeemed upon tender to the Trustee by Unitholders, which may include the
Sponsor or the Underwriters, or until the termination of the Trust Agreement.
PUBLIC OFFERING PRICE. The Public Offering Price per Unit of the Trust Fund
during the initial offering period is based on the aggregate underlying offer
value (see "Public Offering of Units--Public Offering Price") of the Securities
in the Trust Fund plus or minus a pro rata share of cash, if any, in the Capital
Account held or owned by the Trust Fund, plus a sales charge of 4.0% (equivalent
to 4.167%
2
<PAGE> 7
of the net amount invested). After the initial public offering period, the
secondary market Public Offering Price will be equal to the aggregate underlying
bid value of the Securities in the Trust Fund, plus or minus a pro rata share of
cash, if any, in the Capital Account held or owned by the Trust Fund, plus a
sales charge of 4.0% of the Public Offering Price (equivalent to 4.167% of the
net amount invested). The sales charge is reduced on a graduated scale for sales
involving at least 10,000 Units of the Trust or $100,000 and will be applied on
whichever basis is more favorable to the investor.
DISTRIBUTIONS OF INCOME AND CAPITAL. Distributions of dividends received by the
Trust and any funds in the Capital Account will be made quarterly. See
"Unitholders--Distributions to Unitholders."
REINVESTMENT. Each Unitholder of the Trust Fund may elect to have distributions
of income, capital gains and/or capital on their Units automatically invested in
shares of any Kemper front-end load mutual fund (other than those funds sold
with a contingent deferred sales charge). Such distributions will be reinvested
without charge to the participant on each applicable Distribution Date. See
"Unitholders--Distribution Reinvestment." A current prospectus for the
reinvestment fund selected, if any, will be furnished to any investor who
desires additional information with respect to reinvestment.
MARKET FOR UNITS. While under no obligation to do so, the Sponsor intends to,
and certain of the other dealers may, maintain a market for the Units of the
Trust and offer to repurchase such Units at prices subject to change at any time
which are based on the current underlying bid prices of the Securities in the
Trust Fund. If the supply of Units exceeds demand or if some other business
reason warrants it, the Sponsor and/or the dealers may either discontinue all
purchases of Units or discontinue purchases of Units at such prices. A
Unitholder may also dispose of Units through redemption at the Redemption Price
on the date of tender to the Trustee. See "Redemption--Computation of Redemption
Price."
REDEMPTION IN KIND. Upon redemption of Units of the Trust Fund a Unitholder
generally may request to receive in lieu of cash his share of each of the
Securities then held by the Trust Fund, if (1) he would be entitled to receive
at least $25,000 of proceeds or if he paid at least $25,000 to acquire the units
being tendered and (2) he has tendered for redemption prior to May 12, 1997 (see
"Redemption" and "Administration of the Trust--Amendment and Termination").
TERMINATION. No later than the date specified under the Liquidation Period in
"Essential Information," Securities will begin to be sold in connection with the
termination of the Trust Fund and it is expected that all Securities in the
Trust Fund will be sold by the Mandatory Termination Date. The Sponsor will
determine the manner, timing and execution of the sale of the underlying
Securities. See "Administration of the Trust--Amendment and Termination."
RISK FACTORS. For certain risk considerations related to the Trust Fund, see
"Risk Factors."
3
<PAGE> 8
KEMPER EQUITY PORTFOLIO TRUSTS,
SERIES 8 (BANKING INSTITUTIONS)
ESSENTIAL INFORMATION
AS OF MAY 18, 1994*
SPONSOR AND EVALUATOR: KEMPER UNIT INVESTMENT TRUSTS, A SERVICE OF KEMPER
SECURITIES, INC.
TRUSTEE: INVESTORS FIDUCIARY TRUST COMPANY
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Number of Units.............................................. 104,328
Fractional Undivided Interest Per Unit....................... 1/104,328
Public Offering Price:
Aggregate Value of Securities in Portfolio (1)........... $1,001,550
Aggregate Value of Securities per Unit................... $9.60
Plus Sales Charge of 4.0%
(4.167% of the net amount invested).................... $0.40
Public Offering Price Per Unit (2)....................... $10.00
Redemption Price Per Unit.................................... $9.49
Sponsor's Initial Repurchase Price Per Unit.................. $9.60
Excess of Public Offering Price Per Unit over Redemption
Price Per Unit............................................. $0.51
Excess of Public Offering Price Per Unit over Sponsor's
Initial
Repurchase Price Per Unit.................................. $0.40
Calculation of Estimated Net Annual Dividends Per Unit:
Estimated Gross Annual Dividends per Unit(3)............. $0.33239
Less: Estimated Annual Expense per Unit.................. $0.01600
Estimated Net Annual Dividends per Unit.................. $0.31639
Minimum Value of the Trust under which Trust Agreement may be
Terminated................................................. Trust Agreement may be terminated if value of the
Trust Fund is less than 40% of the value of the
Securities when deposited in the portfolio
</TABLE>
Evaluations for purposes of sale, purchase or redemption of Units of the Trust
Fund are made as of 3:15 p.m. Central Time next following receipt of an order
for a sale or purchase of Units or receipt by Investors Fiduciary Trust Company
of Units tendered for redemption.
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Initial Date of Deposit...................................... May 19, 1994
Mandatory Termination Date................................... June 19, 1998
Liquidation Period........................................... Beginning on May 19, 1997 until no later than the
related Mandatory Termination Date
Evaluator's Annual Evaluation Fee............................ Maximum of $0.0045 per Unit
Trustee's Annual Fee......................................... $0.008 per Unit
Record and Computation Dates................................. FIRST day of January, April, July and October
Distribution Dates........................................... FIFTEENTH day of January, April, July and October
* The business day prior to the Initial Date of Deposit
</TABLE>
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(1) Each Security listed on a national securities exchange is valued at the last
offer price, or if the Security is not listed on a national securities
exchange, at the last offer price on the over-the-counter market.
(2) On the Initial Date of Deposit there will be no accumulated dividends in the
Income Account. Anyone ordering Units after such date will pay his pro rata
share of any accumulated dividends in such Income Account.
(3) The estimated annual dividends are based on the most recent quarterly or
semi-annual dividend declarations. Actual net annual dividends per unit may
be greater than or less than the amount shown depending on the actual
dividends collected and expenses incurred by the Trust.
4
<PAGE> 9
THE TRUST FUND
Kemper Equity Portfolio Trusts, Series 8 (Banking Institutions) is a unit
investment trust created under the laws of the State of Missouri pursuant to a
trust indenture dated the Initial Date of Deposit (the "Trust Agreement")
between Kemper Unit Investment Trusts, a service of Kemper Securities, Inc. (the
"Sponsor") and Investors Fiduciary Trust Company (the "Trustee").*
The portfolio contains common stocks issued by companies diversified within the
banking industry. As used herein, the term "Securities" means the common stocks
initially deposited in the Trust Fund and described in the portfolio and any
additional common stocks acquired and held by the Trust Fund pursuant to the
provisions of the Trust Agreement.
With the deposit of the Securities in the Trust Fund on the Initial Date of
Deposit, the Sponsor has established a proportionate relationship among the
number of shares of each stock deposited in the portfolio. For a period of up to
one year following the Initial Date of Deposit, the Sponsor may deposit
additional Securities or contracts to purchase additional Securities along with
cash (or a bank letter of credit in lieu of cash) to pay for such contracted
Securities, maintaining, for the first 90 days, as closely as possible the same
original proportionate relationship among the number of shares of each stock in
the portfolio and, thereafter, the same percentage relationship that existed on
such 90th day. Thus, although additional Units will be issued, each Unit will
continue to represent approximately the same number of shares of each Security,
and the percentage relationship among the shares of each Security in the Trust
Fund will remain approximately the same. The required percentage relationship
among the Securities in the Trust Fund 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 Fund but which
does not affect the Trust Fund's percentage ownership of the common stock equity
of such issuer at the time or such event.
The Trust consists (a) of the Securities listed under "Portfolio" as may
continue to be held from time to time in the Trust, (b) any additional
Securities acquired and held by the Trust pursuant to the provisions of the
Trust Agreement and (c) any cash held in the Income and Capital Accounts.
Neither the Sponsor nor the Trustee shall be liable in any way for any failure
in any of the Securities. However, should any contract for the purchase of any
of the Securities initially deposited hereunder fail, the Sponsor will, unless
substantially all of the moneys held in the Trust to cover such purchase are
reinvested in substitute Securities in accordance with the Trust Agreement,
refund the cash and sales charge attributable to such failed contract to all
Unitholders on the next distribution date.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee Securities
or contracts for the purchase thereof for deposit in the Trust Fund. For the
Securities so deposited, the Trustee delivered to the Sponsor documentation
evidencing the ownership of that number of Units of the Trust Fund set forth
under "Essential Information."
THE TRUST PORTFOLIO
Securities Selection. At all times the Trust will hold at least 80% of its
assets in equity securities. In selecting Securities for the Trust, the
following factors, among others, were considered by the Sponsor: (a) the quality
of the Securities, (b) the price of the Securities relative to other similar
securities, (c) the potential for capital appreciation and (d) the potential
benefit to the issuer of the
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*Reference is made to the Trust Agreement and any statement contained herein is
qualified in its entirety by the provisions of the Trust Agreement.
5
<PAGE> 10
Securities from the continued consolidation within the banking industry and
improving industry fundamentals.
In selecting the Securities for the Trust, the Sponsor has chosen equity
securities that in its view have the potential for capital appreciation.
Although there can be no assurance that such Securities will appreciate in value
over the life of the Trust, over time stock investments have generally
outperformed most other asset classes. However, it should be remembered that
common stocks carry greater risks, including the risk that the value of an
investment can decrease (see "Certain Investment Considerations" in this
section), and past performance is no guarantee of future results.
The following information provides a brief summary for each of the Securities in
the Trust. For specific information and the market price of each Security as of
the Initial Date of Deposit, see "Portfolio."
SERIES 8 (BANKING INSTITUTIONS)
AMSOUTH BANCORPORATION, through its banking subsidiaries, operates about 230
banking offices in Alabama, Florida, Tennessee and Georgia. The bank offers
various financial services to retail and commercial clients. AmSouth also
operates about 44 offices through AmSouth Mortgage Company.
ASSOCIATED BANC-CORP through its subsidiaries, provides a range of retail
banking services to individuals and small to medium-size businesses. The bank
owns 10 commercial banks with more than 80 banking locations in Wisconsin and
Illinois. Associated Banc-Corp also offers a variety of financially related
products and services.
BARNETT BANKS, INC. through its affiliates, provides a full range of commercial
banking and related financial services to the retail, wholesale, manufacturing,
real estate and financial sectors. These services include international banking
activities in connection with foreign trade financing and cash management for
corporate customers. Barnett operates 621 offices in Florida and Georgia.
CENTRAL FIDELITY BANKS, INC. is a holding company for Central Fidelity Bank,
which owns and operates branches throughout Virginia. The company manages
banking offices, supermarket full-service offices, which are offices inside of
"Farm Fresh Supermarkets" and automatic teller machines.
FIRSTIER FINANCIAL, INC. is a bank holding company. The company's subsidiary
banks attract deposits and conduct commercial banking businesses, offering
residential real estate mortgage, construction, agricultural and industrial
loans. FirsTier's subsidiaries serve the state of Nebraska.
FIRST BANCORPORATION OF OHIO is a bank holding company. The company's subsidiary
banks attract deposits and offer real estate mortgage, commercial, financial,
agricultural and installment loans. First Bancorporation serves northeastern
Ohio through seven banks with approximately 139 offices.
FIRST OF AMERICA BANK CORPORATION is a bank holding company. The company's
subsidiary banks attract deposits and offer real estate mortgage, consumer,
commercial and agricultural loans. First of America serves Michigan, Indiana and
Illinois from approximately 572 offices.
FIRST TENNESSEE NATIONAL CORPORATION is a bank holding company. The company's
subsidiary banks attract deposits and offer real estate mortgage, construction,
commercial and consumer loans. First Tennessee serves customers from
approximately 200 offices throughout Tennessee.
6
<PAGE> 11
FIRST VIRGINIA BANKS, INC. is a bank holding company. The company's subsidiary
banks attract deposits and offer real estate mortgage, construction, commercial,
agricultural and consumer loans. The banks serve Virginia, Tennessee and
Maryland from approximately 326 offices.
FORT WAYNE NATIONAL CORPORATION is a bank holding company. The company has six
subsidiary banks that attract deposits and conduct commercial banking businesses
that offer real estate mortgage, commercial, industrial and consumer loans, and
trust services. The banks serve Fort Wayne, Bluffton, Warsaw, Huntington, Auburn
and Churubsco, Indiana.
FOURTH FINANCIAL CORPORATION is a bank holding company. The company's subsidiary
banks attract deposits and conduct commercial banking businesses, offering real
estate mortgage, agricultural, commercial, consumer and educational loans and
trust services. The banks serve Kansas from 77 offices and Oklahoma from 31
offices. Fourth Financial also owns and operates an insurance company.
HAWKEYE BANCORPORATION is a bank holding company. The subsidiary banks attract
deposits and offer real estate mortgage, commercial, agricultural and consumer
loans. The company owns approximately 24 banking subsidiaries in Iowa, one
non-banking unit and a credit life reinsurance company.
HUNTINGTON BANCSHARES, INC. is a multistate bank holding company. The company's
banking subsidiaries attract deposits and offer real estate, mortgage, consumer
and commercial loans. The banks serve Ohio, Kentucky, Indiana, Michigan, West
Virginia, Florida, Pennsylvania and Illinois from approximately 352 branches.
Huntington also has trust, mortgage and investment banking subsidiaries.
MAGNA GROUP, INC. is a bank holding company. The company's subsidiary banks
attract deposits and conduct commercial and retail banking businesses, offering
real estate mortgage, commercial, agricultural and construction loans. The banks
serve Illinois and Missouri through some 101 locations.
MERCANTILE BANCORPORATION is a bank holding company with banks throughout
Missouri, southern Illinois and eastern Kansas. The company owns 41 banks,
including Mercantile Bank, N.A.
OLD KENT FINANCIAL CORPORATION is a bank holding company for 16 commercial banks
which have their principal offices in various cities in Michigan and Illinois.
The business is concentrated in a single industry segment -- commercial banking.
Old Kent banks offer individuals, businesses, institutions and government
agencies a full range of commercial banking services.
SOUTHTRUST CORPORATION, a regional bank holding company, has subsidiary banks,
as well as bank-related affiliates located in the states of Alabama, Florida,
Georgia, North Carolina, South Carolina and Tennessee. Through its subsidiary
banks and affiliates, the company offers general banking services, as well as
mortgage banking, credit life and securities brokerage services to commercial
and retail customers.
STAR BANC CORPORATION, through its various banking subsidiaries, provides
commercial and retail banking services. Customers are located throughout Ohio,
northern Kentucky and eastern Indiana. The company, through its non-banking
subsidiaries, also issues credit life and accident and health insurance in
connection with the lending activities of Star Banc's Ohio bank subsidiaries.
US BANCORP is a bank holding company. The company's subsidiary banks attract
deposits and conduct commercial banking businesses, offering real estate
mortgage, commercial and consumer loans, international banking, insurance,
discount brokerage services, venture capital and export trading. The company
primarily serves states located in the Pacific Northwest and throughout the Far
West.
7
<PAGE> 12
WEST ONE BANCORP, through West One Bank, Idaho and other subsidiaries, provides
a wide variety of financial services to corporate and institutional customers,
government, individuals and other financial institutions. The company operates
more than 200 offices throughout Idaho, Utah, Oregon and Washington.
RISK FACTORS
General. The Trust Fund may be an appropriate investment vehicle for investors
who desire to participate in a portfolio of equity securities with greater
diversification than they might be able to acquire individually. An investment
in Units of the Trust Fund should be made with an understanding of the risks
inherent in an investment in equity securities, including the risk that the
financial condition of the issuers of the Securities may become impaired or that
the general condition of the stock market may worsen (both of which may
contribute directly to a decrease in the value of the Securities and thus in the
value of the Units) or the risk that holders of common stock have a right to
receive payments from the issuers of those stocks that is generally inferior to
that of creditors of, or holders of debt obligations issued by, the issuers and
that the rights of holders of common stock generally rank inferior to the rights
of holders of preferred stock. 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.
Banking Institutions. Series 8 is concentrated in common stocks issued by
companies in the banking industry. In view of this, an investment in Units of
Series 8 should be made with an understanding of the problems and risks inherent
in the banking industry in general. Commercial banks and their holding companies
are especially subject to the adverse effects of economic recession, volatile
interest rates, portfolio concentrations in geographic markets and in commercial
and residential real estate loans, and competition from new entrants in their
fields of business. Economic conditions in the real estate markets, which have
been weak in the recent past, can have a significant effect upon banks because
they generally have a substantial percentage of their assets invested in loans
secured by real estate, as has recently been the case for a number of banks with
respect to commercial real estate in the northeastern and southwestern regions
of the United States. Commercial banks and their holding companies are subject
to extensive federal regulation and, when such institutions are state-chartered,
to state regulation as well. Such regulations impose strict capital requirements
and limitations on the nature and extent of business activities that banks may
pursue. Furthermore, bank regulators have a wide range of discretion in
connection with their supervisory and enforcement authority and may
significantly restrict the permissible activities of a particular institution if
deemed to pose significant risks to the soundness of such institution or the
safety of the federal deposit insurance fund. Regulatory actions, such as
increases in the minimum capital requirements applicable to Commercial banks and
currently proposed increases in deposit insurance premiums required to be paid
by Commercial banks to the FDIC, can negatively impact earnings and the ability
of a company to pay dividends. Neither federal insurance of deposits nor
governmental regulations, however, ensures the solvency or profitability of
Commercial banks or their holding companies, or insures against any risk of
investment in the securities issued by such institutions.
8
<PAGE> 13
There has been much recent attention focused on the thrift and banking
industries regarding prospects for legislative and regulatory changes which
could have a material impact on investments in banking institutions. The Federal
Deposit Insurance Corporation Improvement Act of 1991 and the Resolution Trust
Corporation Refinancing, Restructuring, and Improvement Act of 1991 imposed many
new limitations on the way in which banks, savings banks and thrifts may conduct
their business and mandated early and aggressive regulatory intervention for
unhealthy institutions. Periodic efforts by recent Administrations to introduce
legislation broadening the ability of Commercial banks to compete with new
products have not been successful, but if enacted could lead to more failures as
a result of increased competition and added risks. Failure to enact such
legislation, on the other hand, may lead to declining earnings and an inability
to compete with unregulated financial institutions. Efforts to expand the
ability to federal thrifts to branch on an interstate basis have been initially
successful through promulgation of regulations, but legislation to liberalize
interstate branching for banks has stalled in Congress. Consolidation is likely
to continue in both cases. The Securities and Exchange Commission is attempting
to require the expanded use of market value accounting by Commercial banks, and
has imposed rules requiring market accounting for investment securities held for
sale. Adoption of additional such rules may result in increased volatility in
the reported health of the industry, and mandated regulatory intervention to
correct such problems. Recently, the United States Treasury Department proposed
a restructuring of the banks regulatory agencies which, if implemented, may
adversely affect the Securities in the Trust's portfolio. Additional legislative
and regulatory changes may be forthcoming. For example, the deposit insurance
system is under review by Congress and federal regulators, and proposed reforms
of that system could, among other things, further restrict the ways in which
deposited moneys can be used by Commercial banks or reduce the dollar amount or
number of deposits insured for any depositor. Such reforms could reduce
profitability as investment opportunities available to Commercial bank
institutions become more limited and as consumers look for savings vehicles
other than bank deposits. Commercial banks face significant competition from
other financial institutions such as mutual funds, credit unions, mortgage
banking companies and insurance companies, and increased competition may result
from legislative broadening of regional and national interstate banking powers
as has been recently proposed. The Sponsor makes no prediction as to what, if
any, manner of regulatory reform might ultimately be adopted or what ultimate
effect such reform might have on the Trust's portfolio.
Certain Investment Considerations. Holders of common stock incur more risk than
holders of preferred stocks and debt obligations because common stockholders, as
owners of the entity, have generally inferior rights to receive payments from
the issuer in comparison with the rights of creditors of, or holders of debt
obligations or preferred stock issued by the issuer. Holders of common stock of
the type held by the portfolio have a right to receive dividends only when and
if, and in the amounts, declared by the issuer's Board of Directors and to
participate in amounts available for distribution by the issuer only after all
other claims on the issuer have been paid or provided for. By contrast, holders
of preferred stock have the right to receive dividends at a fixed rate when and
as declared by the issuer's Board of Directors, normally on a cumulative basis,
but do not participate in other amounts available for distribution by the
issuing corporation. 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
degree of protection of capital of debt securities. Indeed, the issuance of debt
9
<PAGE> 14
securities or even preferred stock will create prior claims for payment of
principal, interest, liquidation preferences 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. Further, unlike debt securities
which typically have a stated principal amount payable at maturity (whose value,
however, will be subject to market fluctuations prior thereto), common stocks
have neither a fixed principal amount nor a maturity and have values which are
subject to market fluctuations for as long as the stocks remain outstanding. The
value of the Securities in the portfolios thus may be expected to fluctuate over
the entire life of the Trust Fund to values higher or lower than those
prevailing on the Initial Date of Deposit.
Whether or not the Securities are listed on a national security exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the Securities
may depend on whether dealers will make a market in the Securities. There can be
no assurance that a market will be made for any of the Securities, that any
market for the Securities will be maintained or of the liquidity of the
Securities in any markets made. In addition, the Trust Fund is restricted under
the Investment Company Act of 1940 from selling Securities to the Sponsor. The
price at which the Securities may be sold to meet redemptions and the value of
the Trust Fund will be adversely affected if trading markets for the Securities
are limited or absent.
Investors should note that additional Units may be offered to the public. This
may have an effect upon the value of previously existing Units. To create
additional Units the Sponsor will purchase additional Securities. Brokerage fees
incurred in purchasing such Securities will be an expense of the Trust. Thus,
payment of brokerage fees by the Trust will affect the value of every Unit and
the net income per Unit received by the Trust. In particular, Unitholders who
purchase Units during the primary offering period of the Units would experience
a dilution of their investment as a result of any brokerage fees paid by the
Trust during subsequent deposits of additional Securities.
Litigation and Legislation. From time to time Congress considers proposals to
reduce the rate of the dividends-received deduction. Enactment into law of a
proposal to reduce the rate would adversely affect the after-tax return to
investors who can take advantage of the deduction. Unitholders are urged to
consult their own tax advisers. Further, at any time after the Initial Date of
Deposit, litigation may be initiated on a variety of grounds, or legislation may
be enacted with respect to the Securities in the Trust Fund or the issuers of
the Securities. There can be no assurance that future litigation or legislation
will not have a material adverse effect on the Trust Fund or will not impair the
ability of issuers to achieve their business goals.
FEDERAL TAX STATUS
Federal Income Taxes. The following is a general discussion of certain of the
Federal income tax consequences of the purchase, ownership and disposition of
the Units. The summary is limited to investors who hold the Units as "capital
assets" (generally, property held for investment) within the meaning of Section
1221 of the Internal Revenue Code of 1986, as amended (the "Code"). Unitholders
should consult their tax advisers in determining the Federal, state, local and
any other tax consequences of the purchase, ownership and disposition of Units
in the Trust Fund.
In the opinion of Chapman and Cutler, special counsel for the Sponsor, under
existing law:
1. The Trust Fund is not an association taxable as a corporation for
Federal income tax purposes.
10
<PAGE> 15
2. Each Unitholder will be considered the owner of a pro rata portion of
each of the Trust's assets for Federal income tax purposes under the
Code, and the income of the Trust will be treated as income of the
Unitholders thereof under the Code. Each Unitholder will be considered
to have received his pro rata share of income derived from each Security
of the Trust Fund when such income is received by the Trust Fund.
3. Each Unitholder will have a taxable event when a Security is disposed of
(whether by sale, exchange, liquidation, redemption or otherwise) or
when the Unitholder redeems or sells his Units. The cost of the Units to
a Unitholder on the date such Units are purchased is allocated among the
Securities held in the Trust Fund (in accordance with the proportion of
the fair market values of such Securities), subject to the adjustments
discussed below, in order to determine his tax basis for his pro rata
portion in each Security.
Taxation of Dividends Received by the Trust Fund. For Federal income tax
purposes, a Unitholder's pro rata portion of dividends as defined by Section 316
of the Code paid by a corporation with respect to a Security are taxable as
ordinary income to the extent of such corporation's current and accumulated
"earnings and profits." A Unitholder's pro rata portion of dividends paid on
such Security which exceed such current and accumulated earnings and profits
will first reduce a Unitholder's tax basis in such Security, and to the extent
that such dividends exceed a Unitholder's tax basis in such Security shall
generally be treated as capital gain. In general, any such capital gain will be
short-term unless a Unitholder has held his Units for more than one year.
Dividends Received Deduction. A corporation that owns Units will generally be
entitled to a 70% dividends received deduction with respect to such Unitholder's
pro rata portion of dividends received by the Trust Fund (to the extent such
dividends are taxable as ordinary income, as discussed above), in the same
manner as if such corporation directly owned the Securities paying such
dividends. However, a corporation owning Units should be aware that Sections 246
and 246A of the Code impose additional limitations on the eligibility of
dividends for the 70% dividends received deduction. These limitations include a
requirement that stock (and therefore Units) must generally be held at least 46
days (as determined under Section 246(c) of the Code). Proposed regulations have
been issued which address special rules that must be considered in determining
whether the 46 day holding requirement is met. Moreover, the allowable
percentage of the deduction will be reduced from 70% if a corporate Unitholder
owns certain stock (or Units) the financing of which is directly attributable to
indebtedness incurred by such corporation. It should be noted that various
legislative proposals that would affect the dividends received deduction have
been introduced. Unitholders should consult their tax advisers with respect to
the limitations on and possible modifications to the dividends received
deduction.
Limitations on Deductibility of Trust Fund Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by the Trust Fund is deductible
by the Unitholder to the same extent as though the expense had been paid
directly by him, subject to the following limitation. It should be noted that as
a result of the Tax Reform Act of 1986, certain miscellaneous itemized
deductions, such as investment expenses, tax return preparation fees and
employee business expenses will be deductible by an individual only to the
extent they exceed 2% of such individual's adjusted gross income. Unitholders
may be required to treat some or all of the expenses of the Trust Fund as
miscellaneous itemized deductions subject to this limitation.
11
<PAGE> 16
Recognition of Taxable Gain or Loss Upon Disposition of Securities by the Trust
Fund or Disposition of Units. A Unitholder's portion of gain, if any, upon the
sale or redemption of Units or the disposition of Securities held by the Trust
Fund will generally be considered a capital gain except in the case of a dealer
or a financial institution and will be long-term if the Unitholder has held his
Units for more than one year. A Unitholder's portion of loss, if any, upon the
sale or redemption of Units or the disposition of Securities held by the Trust
Fund will generally be considered a capital loss (except in the case of a dealer
or a financial institution) and, in general, will be long-term if the Unitholder
has held his Units for more than one year. For taxpayers other than
corporations, net capital gains are subject to a maximum stated marginal tax
rate of 28%. However, it should be noted that legislative proposals are
introduced from time to time that affect tax rates and could affect relative
differences at which ordinary income and capital gains are taxed. Unitholders
should consult their tax advisers regarding the recognition of such capital
gains and losses for Federal income tax purposes.
The Revenue Reconciliation Act of 1993 (the "Tax Act") raised tax rates on
ordinary income while capital gains remain subject to a 28% maximum stated rate.
Because some or all capital gains are taxed at a comparatively lower rate under
the Tax Act, the Tax Act includes a provision that would recharacterize capital
gains as ordinary income in the case of certain financial transactions that are
"conversion transactions" effective for transactions entered into after April
30, 1993. Unitholders should consult their tax advisers regarding the potential
effect of this provision on their investment in Units.
If the Unitholder disposes of a Unit, he is deemed thereby to have disposed of
his entire pro rata interest in all assets of the Trust Fund including his pro
rata portion of all of the Securities represented by the Unit.
Special Tax Consequences of Distributions In Kind Upon Redemption of Units. As
discussed in "Redemption," under certain circumstances a Unitholder tendering
Units for redemption may request a Distribution In Kind of Securities upon the
redemption of Units. As previously discussed, prior to the redemption of Units,
a Unitholder is considered as owning a pro rata portion of each of the Trust
Fund's assets for Federal income tax purposes. The receipt of a Distribution In
Kind upon the redemption of Units would be deemed an exchange of such redeeming
Unitholder's pro rata portion of each of the shares of stock and other assets
held by the Trust Fund in exchange for an undivided interest in whole shares of
stock and possibly cash.
There are generally three different potential tax consequences which may occur
under a Distribution In Kind with respect to each Security owned by the Trust
Fund. A "Security" for this purpose is a particular class of stock issued by a
particular corporation. If the Unitholder receives only whole shares of a
Security in exchange for his or her pro rata portion in each share of such
Security held by the Trust Fund, there is no taxable gain or loss recognized
upon such deemed exchange pursuant to Section 1036 of the Code. If the
Unitholder receives whole shares of a particular Security plus cash in lieu of a
fractional share of such Security, and if the fair market value of the
Unitholder's pro rata portion of the shares of such Security exceeds his tax
basis in his pro rata portion of such Security, taxable gain would be recognized
in an amount not to exceed the amount of such cash received, pursuant to Section
1031(b) of the Code. No taxable loss would be recognized upon such an exchange
pursuant to Section 1031(c) of the Code, whether or not cash is received in lieu
of a fractional share. Under either of these circumstances, special rules will
be applied under Section 1031(d) of the Code to determine the Unitholder's tax
basis in the shares of such particular Security which he receives as part of the
Distribution In Kind. Finally, if a Unitholder's pro rata interest in a
12
<PAGE> 17
Security does not equal a whole share, he may receive entirely cash in exchange
for his pro rata portion of a particular Security. In such case, taxable gain or
loss is measured by comparing the amount of cash received by the Unitholder with
his tax basis in such Security.
Because the Trust Fund will own many Securities, a Unitholder who requests a
Distribution In Kind will have to analyze the tax consequences with respect to
each Security owned by the Trust Fund. The amount of taxable gain (or loss)
recognized upon such redemption will generally equal the sum of the gain (or
loss) recognized under the rules described above by the redeeming Unitholder
with respect to each Security owned by the Trust Fund. Redeeming Unitholders who
request a Distribution In Kind are advised to consult their tax advisers in this
regard.
Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax basis
in his Units will generally equal the price paid by such Unitholder for his
Units. The cost of the Units is allocated among the Securities held in the Trust
Fund in accordance with the proportion of the fair market values of such
Securities on the date the Units are purchased in order to determine such
Unitholder's tax basis for his pro rata portion of each Security.
A Unitholder's tax basis in his Units and his pro rata portion of a Security
held by the Trust Fund will be reduced to the extent dividends paid with respect
to such Security are received by the Trust Fund which are not taxable as
ordinary income as described above.
General. Each Unitholder will be requested to provide the Unitholder's taxpayer
identification number to the Trustee and to certify that the Unitholder has not
been notified that payments to the Unitholder are subject to back-up
withholding. If the proper taxpayer identification number and appropriate
certification are not provided when requested, distributions by the Trust Fund
to such Unitholder (including amounts received upon the redemption of Units)
will be subject to back-up withholding. Distributions by the Trust Fund will
generally be subject to United States income taxation and withholding in the
case of Units held by non-resident alien individuals, foreign corporations or
other non-United States persons. Such persons should consult their tax advisers.
The foregoing discussion relates only to United States Federal income taxes;
Unitholders may be subject to state and local taxation in other jurisdictions.
Unitholders should consult their tax advisers regarding potential state or local
taxation with respect to the Units.
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE. During the initial offering period, Units of the Trust
Fund are offered at the Public Offering Price (which is based on the aggregate
underlying offer value of the Securities in the Trust Fund and includes a sales
charge of 4.0% of the Public Offering Price which charge is equivalent to 4.167%
of the net amount invested) plus a pro rata share of any accumulated dividends
in the Income Account of the Trust. In the secondary market, Units are offered
at the Public Offering Price (which is based on the aggregate underlying bid
value of the Securities in the Trust Fund and includes a sales charge of 4.0% of
the Public Offering Price which charge is equivalent to 4.167% of the net amount
invested) plus a pro rata share of any accumulated dividends. Such underlying
value shall also include the proportionate share of any undistributed cash held
in the Capital Account of the Trust.
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<PAGE> 18
The sales charge per Unit of the Trust Fund in both the primary and secondary
market will be reduced pursuant to the following graduated scale:
<TABLE>
<CAPTION>
PERCENT
PERCENT OF
OF NET
OFFERING AMOUNT
NO. OF UNITS* PRICE INVESTED
------------- ---- -----
<S> <C> <C>
Less than 10,000........................................................ 4.00% 4.167%
10,000 but less than 25,000............................................. 3.50 3.627
25,000 but less than 50,000............................................. 3.00 3.093
50,000 but less than 75,000............................................. 2.50 2.564
75,000 or more.......................................................... 2.25 2.302
</TABLE>
- ---------------
* The breakpoint sales charges are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be applied on
whichever basis is more favorable to the investor.
The reduced sales charges as shown on the tables above will apply to all
purchases of Units on any one day by the same purchaser from the same
Underwriter or dealer and for this purpose purchases of Units of the Trust Fund
will be aggregated with concurrent purchases of units of any other unit
investment trust that may be offered by the Sponsor. Additionally, Units
purchased in the name of a spouse or child (under 21) of such purchaser will be
deemed to be additional purchases by such purchaser. The reduced sales charges
will also be applicable to a trust or other fiduciary purchasing for a single
trust estate or single fiduciary account.
The Sponsor intends to permit officers, directors and employees of the Sponsor
and its affiliates and registered representatives of selling firms to purchase
Units of the Trust Fund without a sales charge, although a transaction
processing fee may be imposed on such trades.
As indicated above, the initial Public Offering Price of the Units was
established by adding to the determination of the aggregate underlying value of
the Securities an amount equal to 4.167% of such value and dividing the sum so
obtained by the number of Units outstanding. Such underlying value shall include
the proportionate share of any cash held in the Capital Account. This
computation produced a gross underwriting profit equal to 4.0% of the Public
Offering Price. Such price determination as of the opening of business on the
Initial Date of Deposit was made on the basis of an evaluation of the Securities
in the Trust prepared by the Trustee. After the opening of business on the
Initial Date of Deposit, the Evaluator will appraise or cause to be appraised
daily the value of the underlying Securities as of 3:15 P.M. Central time on
days the New York Stock Exchange is open and will adjust the Public Offering
Price of the Units commensurate with such valuation. Such Public Offering Price
will be effective for all orders received at or prior to the close of trading on
the New York Stock Exchange on each such day. Orders received by the Trustee,
Sponsor or any dealer for purchases, sales or redemptions after that time, or on
a day when the New York Stock Exchange is closed, will be held until the next
determination of price.
The value of the Securities is determined on each business day by the Evaluator
based on the last offer prices during the initial offering period and on the
last bid prices during the secondary market and for redemptions on the day the
valuation is made for Securities listed on a national stock exchange or, if not
so listed, on the last offer (or bid as the case may be) prices on the
over-the-counter market or by taking into account the same factors referred to
under "Redemption--Computation of Redemption Price."
The minimum purchase in both the primary and secondary markets is 100 Units.
PUBLIC DISTRIBUTION OF UNITS. During the initial offering period, Units of the
Trust Fund will be distributed to the public at the Public Offering Price
thereof. Upon the completion of the initial
14
<PAGE> 19
offering, Units which remain unsold or which may be acquired in the secondary
market (see "Market for Units") may be offered at the Public Offering Price
determined in the manner provided above.
The Sponsor intends to qualify Units of the Trust Fund for sale in a number of
states. Units will be sold through dealers who are members of the National
Association of Securities Dealers, Inc. and through others. Sales may be made to
or through dealers at prices which represent discounts from the Public Offering
Price as set forth in the table below. Certain commercial banks are making Units
of the Trust Fund available to their customers on an agency basis. A portion of
the sales charge paid by their customers is retained by or remitted to the banks
in the amounts shown in the table below. Under the Glass-Steagall Act, banks are
prohibited from underwriting Trust Fund Units; however, the Glass-Steagall Act
does permit certain agency transactions and the banking regulators have
indicated that these particular agency transactions are permitted under such
Act. In addition, state securities laws on this issue may differ from the
interpretations of Federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state law. The
Sponsor reserves the right to change the discounts set forth below from time to
time. In addition to such discounts, the Sponsor may, from time to time, pay or
allow an additional discount, in the form of cash or other compensation, to
dealers employing registered representatives who sell, during a specified time
period, a minimum dollar amount of Units of the Trust and other unit investment
trusts underwritten by the Sponsor. At various times the Sponsor may implement
programs under which the sales force of a broker or dealer may be eligible to
win nominal awards for certain sales efforts, or under which the Sponsor will
reallow to any such broker or dealer that sponsors sales contests or recognition
programs conforming to criteria established by the Sponsor, or participates in
sales programs sponsored by the Sponsor, an amount not exceeding the total
applicable sales charges on the sales generated by such person at the public
offering price during such programs. Also, the Sponsor in its discretion may
from time to time pursuant to objective criteria established by the Sponsor pay
fees to qualifying brokers or dealers for certain services or activities which
are primarily intended to result in sales of Units of the Trust Fund. Such
payments are made by the Sponsor out of its own assets, and not out of the
assets of the Trust Fund. These programs will not change the price Unitholders
pay for their Units or the amount that the Trust Fund will receive from the
Units sold. The difference between the discount and the sales charge will be
retained by the Sponsor.
<TABLE>
<CAPTION>
FIRM
SALES
OR
REGULAR SALE
CONCESSION ARRANGEMENTS
OR ($250,000
AGENCY OR
NUMBER OF UNITS* COMMISSION MORE)**
---------------- ---- ----
<S> <C> <C>
Less than 10,000..................................................... 2.75% 3.00%
10,000 but less than 25,000.......................................... 2.25 2.50
25,000 but less than 50,000.......................................... 2.00 2.25
50,000 but less than 75,000.......................................... 1.50 1.75
75,000 or more....................................................... 1.25 1.50
</TABLE>
- ---------------
* The breakpoint discounts are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit.
** Volume concessions of up to the amount shown can be earned as a marketing
allowance at the discretion of the Sponsor during the initial one month
period after the Initial Date of Deposit by firms who reach cumulative firm
sales arrangement levels of at least $250,000. After a firm has met the
minimum $250,000 volume level, volume concessions may be given on all trades
originated from or by that firm, including those placed prior to reaching the
$250,000 level, and may continue to be given during the entire initial
offering period. Firm sales of any Kemper Equity Portfolio Trusts series
issued simultaneously can be combined for the purposes of achieving the
volume discount. Only sales through Kemper qualify for volume discounts and
secondary purchases do not apply. Kemper Unit Investment Trusts reserves the
right to modify or change those parameters at any time and make the
determination of which firms qualify for the marketing allowance and the
amount paid.
15
<PAGE> 20
The Sponsor reserves the right to reject, in whole or in part, any order for the
purchase of Units.
SPONSOR PROFITS. The Sponsor will receive gross sales charges equal to the
percentage of the Public Offering Price of the Units of the Trust Fund as stated
under "Public Offering Price." In addition, the Sponsor may realize a profit (or
sustain a loss) as of the Initial Date of Deposit resulting from the difference
between the purchase prices of the Securities to the Sponsor and the cost of
such Securities to the Trust Fund, which is based on the evaluation of the
Securities on the Initial Date of Deposit. Thereafter, on subsequent deposits
the Sponsor may realize profits or sustain losses from such deposits. See
"Portfolio." The Sponsor may realize additional profits or losses during the
initial offering period on unsold Units as a result of changes in the daily
market value of the Securities in the Trust Fund.
MARKET FOR UNITS
After the initial offering period, while not obligated to do so, the Sponsor
intends to, subject to change at any time, maintain a market for Units of the
Trust Fund offered hereby and to continuously offer to purchase said Units at
prices, determined by the Evaluator, based on the bid value of the underlying
Securities. To the extent that a market is maintained during the initial
offering period, the prices at which Units will be repurchased will be based
upon the aggregate offering side evaluation of the Securities in the Trust. The
aggregate bid prices of the underlying Securities are expected to be less than
the related aggregate offering prices (which is the evaluation method used
during the initial public offering period). Accordingly, Unitholders who wish to
dispose of their Units should inquire of their broker as to current market
prices in order to determine whether there is in existence any price in excess
of the Redemption Price and, if so, the amount thereof. The offering price of
any Units resold by the Sponsor will be in accord with that described in the
currently effective prospectus describing such Units. Any profit or loss
resulting from the resale of such Units will belong to the Sponsor. The Sponsor
may suspend or discontinue purchases of Units of the Trust Fund if the supply of
Units exceeds demand, or for other business reasons.
REDEMPTION
GENERAL. A Unitholder who does not dispose of Units in the secondary market
described above may cause Units to be redeemed by the Trustee by making a
written request to the Kemper Service Company, service agent for the Trustee at
P.O. Box 419430, Kansas City, Missouri 64141-6430 and, in the case of Units
evidenced by a certificate, by tendering such certificate to the Trustee,
properly endorsed or accompanied by a written instrument or instruments of
transfer in form satisfactory to the Trustee. Unitholders must sign the request,
and such certificate or transfer instrument, exactly as their names appear on
the records of the Trustee and on any certificate representing the Units to be
redeemed. If the amount of the redemption is $25,000 or less and the proceeds
are payable to the Unitholder(s) of record at the address of record, no
signature guarantee is necessary for redemptions by individual account owners
(including joint owners). Additional documentation may be requested, and a
signature guarantee is always required, from corporations, executors,
administrators, trustees, guardians or associations. The signatures must be
guaranteed by a participant in the Securities Transfer Agents Medallion Program
("STAMP") or such other signature guaranty program in addition to, or in
substitution for, STAMP, as may be accepted by the Trustee. A certificate should
only be sent by registered or certified mail for the protection of the
Unitholder. Since tender of the certificate is
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required for redemption when one has been issued, Units represented by a
certificate cannot be redeemed until the certificate representing such Units has
been received by the purchasers.
Redemption shall be made by the Trustee on the seventh calendar day following
the day on which a tender for redemption is received, or if the seventh calendar
day is not a business day, on the first business day prior thereto (the
"Redemption Date") by payment of cash equivalent to the Redemption Price for the
Trust Fund, determined as set forth below under "Computation of Redemption
Price," as of the evaluation time stated under "Essential Information," next
following such tender, multiplied by the number of Units being redeemed. Any
Units redeemed shall be cancelled and any undivided fractional interest in the
Trust Fund extinguished. The price received upon redemption might be more or
less than the amount paid by the Unitholder depending on the value of the
Securities in the Trust Fund at the time of redemption.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's tax
identification number in the manner required by such regulations. Any amount so
withheld is transmitted to the Internal Revenue Service and may be recovered by
the Unitholder only when filing a tax return. Under normal circumstances the
Trustee obtains the Unitholder's tax identification number from the selling
broker. However, any time a Unitholder elects to tender Units for redemption,
such Unitholder should make sure that the Trustee has been provided a certified
tax identification number in order to avoid this possible "back-up withholding."
In the event the Trustee has not been previously provided such number, one must
be provided at the time redemption is requested.
Any amounts paid on redemption representing unpaid dividends shall be withdrawn
from the Income Account of the Trust Fund to the extent that funds are available
for such purpose. All other amounts paid on redemption shall be withdrawn from
the Capital Account for the Trust Fund. The Trustee is empowered to sell
Securities for the Trust Fund in order to make funds available for the
redemption of Units of the Trust Fund. Such sale may be required when Securities
would not otherwise be sold and might result in lower prices than might
otherwise be realized. To the extent Securities are sold, the size and diversity
of the Trust Fund will be reduced.
Unitholders tendering Units for redemption may request a distribution in kind (a
"Distribution In Kind") from the Trustee in lieu of cash redemption. A
Unitholder may request a Distribution In Kind of an amount and value of
Securities per Unit equal to the Redemption Price per Unit as determined as of
the evaluation time next following the tender, provided that the tendering
Unitholder is (1) entitled to receive at least $25,000 of proceeds as part of
his or her distribution or if he paid at least $25,000 to acquire the units
being tendered and (2) the Unitholder has elected to redeem prior to the date
specified under "Redemption In Kind" on page 3 of this Prospectus. If the
Unitholder meets these requirements, a Distribution In Kind will be made by the
Trustee through the distribution of each of the Securities of the Trust in book
entry form to the account of the Unitholder's bank or broker-dealer at
Depository Trust Company. The tendering Unitholder shall be entitled to receive
whole shares of each of the Securities comprising the portfolio of the Trust and
cash from the Capital Account equal to the fractional shares to which the
tendering Unitholder is entitled. The Trustee shall make any adjustments
necessary to reflect differences between the Redemption Price of the Units and
the value of the Securities distributed in kind as of the date of tender. If
funds in the Capital Account are insufficient to cover the required cash
distribution to the tendering Unitholder, the Trustee may sell Securities. The
in kind redemption option may be terminated by the Sponsor on a date other than
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that specified under "Redemption In Kind" on page 3 of this Prospectus upon
notice to the Unitholders prior to the specified date.
To the extent that Securities are redeemed in kind or sold, the size and
diversity of the Trust Fund will be reduced but each remaining Unit will
continue to represent approximately the same proportional interest in each
Security. Sales may be required at a time when Securities would not otherwise be
sold and may result in lower prices than might otherwise be realized. The price
received upon redemption may be more or less than the amount paid by the
Unitholder depending on the value of the Securities in the portfolio at the time
of redemption. Special Federal income tax consequences will result if a
Unitholder requests a Distribution In Kind (see "Federal Tax Status").
The right of redemption may be suspended and payment postponed (1) for any
period during which the New York Stock Exchange is closed, other than customary
weekend and holiday closings, or during which (as determined by the Securities
and Exchange Commission) trading on the New York Stock Exchange is restricted;
(2) for any period during which an emergency exists as a result of which
disposal by the Trustee of Securities is not reasonably practicable or it is not
reasonably practicable to fairly determine the value of the underlying
Securities in accordance with the Trust Agreement; or (3) for such other period
as the Securities and Exchange Commission may by order permit. The Trustee is
not liable to any person in any way for any loss or damage which may result from
any such suspension or postponement.
COMPUTATION OF REDEMPTION PRICE. The Redemption Price per Unit (as well as the
secondary market Public Offering Price) will be determined on the basis of the
aggregate underlying bid value of the Securities in the Trust Fund. On the
Initial Date of Deposit, the Public Offering Price per Unit (which is based on
the underlying offering prices of the Securities and includes the sales charge)
exceeded the value at which Units could have been redeemed by the amount shown
under "Essential Information." While the Trustee has the power to determine the
Redemption Price per Unit when Units are tendered for redemption, such authority
has been delegated to the Evaluator which determines the price per Unit on a
daily basis. The Redemption Price per Unit is the pro rata share of each Unit in
the Trust Fund determined on the basis of (i) the cash on hand in the Trust Fund
or monies in the process of being collected and (ii) the value of the Securities
in the Trust Fund less (a) amounts representing taxes or other governmental
charges payable out of the Trust, (b) any amount owing to the Trustee for its
advances and (c) the accrued expenses of the Trust. The Evaluator may determine
the value of the Securities in the Trust Fund in the following manner: if the
Security is listed on a national securities exchange, the evaluation will
generally be based on the last bid price on the exchange (unless the Evaluator
deems the price inappropriate as a basis for evaluation). If the Security is not
so listed or, if so listed and the principal market for the Security is other
than on the exchange, the evaluation will generally be made by the Evaluator in
good faith based on the last bid price on the over-the-counter market (unless
the Evaluator deems such price inappropriate as a basis for evaluation) or, if a
bid price is not available, (1) on the basis of the current bid price for
comparable securities, (2) by the Evaluator's appraising the value of the
Securities in good faith at the bid side of the market or (3) by any combination
thereof. See "Public Offering of Units--Public Offering Price."
RETIREMENT PLANS
The Trust Fund may be well suited for purchase by Individual Retirement
Accounts, Keogh Plans, pension funds and other qualified retirement plans,
certain of which are briefly described below.
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Generally, capital gains and income received under each of the foregoing plans
are deferred from Federal taxation. All distributions from such plans are
generally treated as ordinary income but may, in some cases, be eligible for
special income averaging or tax-deferred rollover treatment. 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 and other financial institutions. The Trust will waive the
$1,000 minimum investment requirement for IRA accounts. The minimum investment
is $250 for tax-deferred plans such as IRA accounts. Fees and charges with
respect to such plans may vary.
Individual Retirement Account--IRA. Any individual under age 70 1/2 may
contribute the lesser of $2,000 or 100% of compensation to an IRA annually. Such
contributions are fully deductible if the individual (and spouse if filing
jointly) are not covered by a retirement plan at work. The deductible amount an
individual may contribute to an IRA will be reduced $10 for each $50 of adjusted
gross income over $25,000 ($40,000 if married, filing jointly or $0 if married,
filing separately), if either an individual or their spouse (if married, filing
jointly) is an active participant in an employer maintained retirement plan.
Thus, if an individual has adjusted gross income over $35,000 ($50,000 if
married, filing jointly or $0 if married, filing separately) and if an
individual or their spouse is an active participant in an employer maintained
retirement plan, no IRA deduction is permitted. Under the Code, an individual
may make nondeductible contributions to the extent deductible contributions are
not allowed. All distributions from an IRA (other than the return of certain
excess contributions) are treated as ordinary income for Federal income taxation
purposes provided that under the Code an individual need not pay tax on the
return of nondeductible contributions, the amount includable in income for the
taxable year is the portion of the amount withdrawn for the taxable year as the
individual's aggregate nondeductible IRA contributions bear to the aggregate
balance of all IRAs of the individual.
A participant's interest in an IRA must be, or commence to be, distributed to
the participant not later than April 1 of the calendar year following the year
during which the participant attains age 70 1/2. Distributions made before
attainment of age 59 1/2, except in the case of the participant's death or
disability, or where the amount distributed is to be rolled over to another IRA,
or where the distributions are taken as a series of substantially equal periodic
payments over the participant's life or life expectancy (or the joint lives or
life expectancies of the participant and the designated beneficiary) are
generally subject to a surtax in an amount equal to 10% of the distribution. The
amount of such periodic payments may not be modified before the later of five
years or attainment of age 59 1/2. Excess contributions are subject to an annual
6% excise tax.
IRA applications, disclosure statements and trust agreements are available from
the Sponsor upon request.
Qualified Retirement Plans. Units of the Trust may be purchased by qualified
pension or profit sharing plans maintained by corporations, partnerships or sole
proprietors. The maximum annual contribution for a participant in a money
purchase pension plan or to paired profit sharing and pension plans is the
lesser of 25% of compensation or $30,000. Prototype plan documents for
establishing qualified retirement plans are available from the Sponsor upon
request.
Excess Distributions Tax. In addition to the other taxes due by reason of a
plan distribution, a tax of 15% may apply to certain aggregate distributions
from IRAs, Keogh plans, and corporate retirement plans to the extent such
aggregate taxable distributions exceed specified amounts (generally
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$150,000, as adjusted) during a tax year. This 15% tax will not apply to
distributions on account of death, qualified domestic relations orders or
amounts rolled over to an eligible plan. In general, for lump sum distributions
the excess distribution over $750,000 (as adjusted) will be subject to the 15%
tax.
The Trustee, Investors Fiduciary Trust Company ("IFTC"), has agreed to act as
custodian for certain retirement plan accounts. An annual fee of $12.00 per
account, if not paid separately, will be assessed by the Trustee and paid
through the liquidation of shares of the reinvestment account. An individual
wishing IFTC to act as custodian must complete a Kemper UIT/IRA application and
forward it along with a check made payable to Investors Fiduciary Trust Company.
Certificates for Individual Retirement Accounts can not be issued.
UNITHOLDERS
OWNERSHIP OF UNITS. Ownership of Units of the Trust Fund will not be evidenced
by certificates unless a Unitholder, the Unitholder's registered broker/dealer
or the clearing agent for such broker/dealer makes a written request to the
Trustee. Units are transferable by making a written request to the Trustee and,
in the case of Units evidenced by a certificate, by presenting and surrendering
such certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer which should be sent by registered or
certified mail for the protection of the Unitholder. Unitholders must sign such
written request, and such certificate or transfer instrument, exactly as their
names appear on the records of the Trustee and on any certificate representing
the Units to be transferred. Such signatures must be guaranteed as stated under
"Redemption -- General."
Units may be purchased and certificates, if requested, will be issued in
denominations of one Unit or any multiple thereof, subject to the Trust's
minimum investment requirement of 100 Units or $1,000. Fractions of Units, if
any, will be computed to three decimal places. Any certificate issued will be
numbered serially for identification, issued in fully registered form and will
be transferable only on the books of the Trustee. The Trustee may require a
Unitholder to pay a reasonable fee, to be determined in the sole discretion of
the Trustee, for each certificate re-issued or transferred and to pay any
governmental charge that may be imposed in connection with each such transfer or
interchange. The Trustee at the present time does not intend to charge for the
normal transfer or interchange of certificates. Destroyed, stolen, mutilated or
lost certificates will be replaced upon delivery to the Trustee of satisfactory
indemnity (generally amounting to 3% of the market value of the Units),
affidavit of loss, evidence of ownership and payment of expenses incurred.
DISTRIBUTIONS TO UNITHOLDERS. Income received by the Trust is credited by the
Trustee to the Income Account of the Trust. Other receipts are credited to the
Capital Account of the Trust. Income received by the Trust will be distributed
on or shortly after the 15th day of January, April, July and October of each
year on a pro rata basis to Unitholders of record as of the preceding record
date (which will be the first day of the related month). All distributions will
be net of applicable expenses. There is no assurance that any actual
distributions will be made since all dividends received may be used to pay
expenses. In addition, amounts from the Capital Account of the Trust, if any,
will be distributed at least annually in December to the Unitholders then of
record. Proceeds received from the disposition of any of the Securities after a
record date and prior to the following distribution date will be held in the
Capital Account and not distributed until the next distribution date applicable
to the Capital Account. The Trustee shall not be required to make a distribution
from the Capital Account unless the
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cash balance on deposit therein available for distribution shall be sufficient
to distribute at least $1.00 per 100 Units. The Trustee is not required to pay
interest on funds held in the Capital or Income Accounts (but may itself earn
interest thereon and therefore benefits from the use of such funds). The Trustee
is authorized to reinvest any funds held in the Capital or Income Accounts,
pending distribution, in U.S. Treasury obligations which mature on or before the
next applicable distribution date. Any obligations so acquired must be held
until they mature and proceeds therefrom may not be reinvested.
The distribution to the Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of an amount
substantially equal to such portion of the Unitholders' pro rata share of the
dividend distributions then held in the Income Account after deducting estimated
expenses. Because dividends are not received by the Trust at a constant rate
throughout the year, such distributions to Unitholders are expected to
fluctuate. Persons who purchase Units will commence receiving distributions only
after such person becomes a record owner. Notification to the Trustee of the
transfer of Units is the responsibility of the purchaser, but in the normal
course of business such notice is provided by the selling broker-dealer.
As of the first day of each month, the Trustee will deduct from the Income
Account of the Trust and, to the extent funds are not sufficient therein, from
the Capital Account of the Trust amounts necessary to pay the expenses of the
Trust (as determined on the basis set forth under "Expenses of the Trust"). The
Trustee also may withdraw from said accounts such amounts, if any, as it deems
necessary to establish a reserve for any governmental charges payable out of the
Trust. Amounts so withdrawn shall not be considered a part of the Trust's assets
until such time as the Trustee shall return all or any part of such amounts to
the appropriate accounts. In addition, the Trustee may withdraw from the Income
and Capital Accounts of the Trust such amounts as may be necessary to cover
redemptions of Units.
DISTRIBUTION REINVESTMENT. Kemper Financial Services, Inc. ("KFS"), an affiliate
of the Sponsor, is the investment manager and principal underwriter of several
front-end load mutual funds. Each Unitholder of the Trust Fund may elect to have
distributions of capital (including capital gains, if any) or dividends or both
automatically invested without charge in shares of any one of these funds, other
than those Kemper-advised mutual funds sold with a contingent deferred sales
charge. Since the portfolio securities and investment objectives of such
Kemper-advised mutual funds generally will differ significantly from those of
the Trust Fund, Unitholders should carefully consider the consequences before
selecting such mutual funds for reinvestment. Detailed information with respect
to the investment objectives and the management of such mutual funds is
contained in their respective prospectuses, which can be obtained from the
Sponsor upon request. An investor should read the prospectus of the reinvestment
fund selected prior to making the election to reinvest. Unitholders who desire
to have such distributions automatically reinvested should inform their broker
at the time of purchase or should file with the Program Agent referred to below
a written notice of election.
Unitholders who are receiving distributions in cash may elect to participate in
distribution reinvestment by filing with the Program Agent an election to have
such distributions reinvested without charge. Such election must be received by
the Program Agent at least ten days prior to the Record Date applicable to any
distribution in order to be in effect for such Record Date. Any such election
shall remain in effect until a subsequent notice is received by the Program
Agent. See "Unitholders--Distributions to Unitholders."
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The Program Agent is Investors Fiduciary Trust Company. All inquiries concerning
participation in distribution reinvestment should be directed to the Kemper
Service Company, service agent for the Program Agent at P.O. Box 419430, Kansas
City, Missouri 64141-6430, telephone (800) 422-2848.
STATEMENTS TO UNITHOLDERS. With each distribution, the Trustee will furnish or
cause to be furnished to each Unitholder 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.
The accounts of the Trust Fund are required to be audited annually, at the Trust
Fund's expense, by independent public accountants designated by such Sponsor,
unless the Sponsor determines that such an audit would not be in the best
interest of the Unitholders of the Trust Fund. The accountants' report will be
furnished by the Trustee to any Unitholder of the Trust Fund upon written
request. Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish to each person who at any time during the calendar
year was a Unitholder of the Trust Fund a statement, covering the calendar year,
setting forth for the Trust Fund:
A. As to the Income Account:
1. Income received;
2. Deductions for applicable taxes and for fees and expenses of the Trust and
for redemptions of Units, if any; and
3. The balance remaining after such distributions and deductions, expressed in
each case both as a total dollar amount and as a dollar amount representing the
pro rata share of each Unit outstanding on the last business day of such
calendar year; and
B. As to the Capital Account:
1. The dates of disposition of any Securities (other than pursuant to
Distribution In Kind) and the net proceeds received therefrom;
2. The results of Distributions In Kind in connection with redemptions of Units,
if any;
3. Deductions for payment of applicable taxes and fees and expenses of the Trust
held for distribution to Unitholders of record as of a date prior to the
determination; and
4. The balance remaining after such distributions and deductions expressed both
as a total dollar amount and as a dollar amount representing the pro rata share
of each Unit outstanding on the last business day of such calendar year; and
C. The following information:
1. A list of the Securities as of the last business day of such calendar year;
2. The number of Units outstanding on the last business day of such calendar
year;
3. The Redemption Price based on the last evaluation made during such calendar
year;
4. The amount actually distributed during such calendar year from the Income and
Capital Accounts separately stated, expressed both as total dollar amounts and
as dollar amounts per Unit outstanding on the Record Dates for each such
distribution.
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RIGHTS OF UNITHOLDERS. A Unitholder may at any time tender Units to the Trustee
for redemption. The death or incapacity of any Unitholder will not operate to
terminate the Trust Fund nor entitle legal representatives or heirs to claim an
accounting or to bring any action or proceeding in any court for partition or
winding up of the Trust Fund.
No Unitholder shall have the right to control the operation and management of
the Trust Fund in any manner, except to vote with respect to the amendment of
the Trust Agreement or termination of the Trust Fund.
INVESTMENT SUPERVISION
The Trust Fund is a unit investment trust and is not an "actively managed" fund.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analyses. The portfolio of the Trust Fund, 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, the Sponsor may direct the Trustee to dispose of Securities
upon default in payment of amounts due on debt obligations of the issuer of the
Securities or upon a decline in price or the occurrence of other market or
credit factors that in the opinion of the Sponsor would make the retention of
such Securities in the Trust Fund detrimental to the interest of the
Unitholders. The Trustee may sell any securities or other properties acquired in
exchange for Securities such as those acquired in connection with a merger or
other transaction. If offered such new or exchanged securities or property, the
Trustee shall reject the offer. However, in the event such securities or
property are nonetheless acquired by the Trust, they may be accepted for deposit
in the Trust and either sold by the Trustee or held in the Trust pursuant to the
direction of the Sponsor. Proceeds from the sale of Securities (or any
securities or other property received by the Trust in exchange for Securities)
are credited to the Capital Account for distribution to Unitholders or to meet
redemptions. Except as stated under "The Trust Fund" for failed securities and
as provided in this paragraph, the acquisition by the Trust of any securities
other than the Securities is prohibited.
The Trustee may sell Securities, designated by the Sponsor, from the Trust Fund
for the purpose of redeeming Units of the Trust Fund tendered for redemption and
the payment of expenses.
ADMINISTRATION OF THE TRUST
THE TRUSTEE. The Trustee, Investors Fiduciary Trust Company, is a trust company
specializing in investment related services, organized and existing under the
laws of Missouri, having its trust office at 127 West 10th Street, Kansas City,
Missouri 64105. The Trustee is subject to supervision and examination by the
Division of Finance of the State of Missouri and the Federal Deposit Insurance
Corporation. Investors Fiduciary Trust Company is jointly owned by DST Systems,
Inc. and Kemper Financial Services, Inc., an affiliate of the Sponsor.
The Trustee, whose duties are ministerial in nature, has not participated in
selecting the portfolio of the Trust Fund. For information relating to the
responsibilities of the Trustee under the Trust Agreement, reference is made to
the material set forth under "Unitholders."
In accordance with the Trust Agreement, the Trustee shall keep records of all
transactions at its office. Such records shall include the name and address of,
and the number of Units held by, every Unitholder of the Trust Fund. Such books
and records shall be open to inspection by any Unitholder
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<PAGE> 28
of the Trust Fund at all reasonable times during usual business hours. The
Trustee shall make such annual or other reports as may from time to time be
required under any applicable state or Federal statute, rule or regulation. The
Trustee shall keep a certified copy or duplicate original of the Trust Agreement
on file in its office available for inspection at all reasonable times during
usual business hours by any Unitholder, together with a current list of the
Securities held in the Trust Fund. Pursuant to the Trust Agreement, the Trustee
may employ one or more agents for the purpose of custody and safeguarding of
Securities comprising the Trust Fund.
Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of the trust created by the Trust Agreement by executing an
instrument in writing and filing the same with the Sponsor.
The Trustee or successor trustee must mail a copy of the notice of resignation
to all Unitholders then of record, not less than sixty days before the date
specified in such notice when such resignation is to take effect. The Sponsor
upon receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. In case the Trustee becomes
incapable of acting or is adjudged a bankrupt or is taken over by public
authorities, the Sponsor may remove the Trustee and appoint a successor trustee
as provided in the Trust Agreement. Notice of such removal and appointment shall
be mailed to each Unitholder by the Sponsor. Upon execution of a written
acceptance of such appointment by such successor trustee, all the rights,
powers, duties and obligations of the original Trustee shall vest in the
successor. The Trustee must be a corporation organized under the laws of the
United States, or any state thereof, be authorized under such laws to exercise
trust powers and have at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
THE SPONSOR. The Sponsor, Kemper Unit Investment Trusts, with an office at 77
West Wacker Drive, 29th Floor, Chicago, Illinois 60601, (800) 621-5024, is a
service of Kemper Securities, Inc. which is a wholly-owned subsidiary of Kemper
Financial Companies, Inc. which, in turn, is a wholly-owned subsidiary of Kemper
Corporation. The Sponsor acts as underwriter of a number of other Kemper unit
investment trusts and will act as underwriter of any other unit investment trust
products developed by the Sponsor in the future. As of January 31, 1994, the
total stockholder's equity of Kemper Securities, Inc. was $261,673,436
(unaudited).
If at any time the Sponsor shall fail to perform any of its duties under the
Trust Agreement or shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or shall have its affairs taken over by public
authorities, then the Trustee may (a) appoint a successor sponsor at rates of
compensation deemed by the Trustee to be reasonable and not exceeding such
reasonable amounts as may be prescribed by the Securities and Exchange
Commission, or (b) terminate the Trust Agreement and liquidate the Trust Fund as
provided therein, or (c) continue to act as Trustee without terminating the
Trust Agreement.
The foregoing financial information with regard to the Sponsor relates to the
Sponsor only and not to the Trust Fund. Such information is included in this
Prospectus only for the purpose of informing investors as to the financial
responsibility of the Sponsor and its ability to carry out its contractual
obligations with respect to the Trust Fund. More comprehensive financial
information can be obtained upon request from the Sponsor.
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THE EVALUATOR. Kemper Unit Investment Trusts, the Sponsor, also serves as
Evaluator. The Evaluator may resign or be removed by the Trustee in which even
the Trustee is to use its best efforts to appoint a satisfactory successor. Such
resignation or removal shall become effective upon acceptance of appointment by
the successor evaluator. If upon resignation of the Evaluator no successor has
accepted appointment within thirty days after notice of resignation, the
Evaluator may apply to a court of competent jurisdiction for the appointment of
a successor. Notice of such resignation or removal and appointment shall be
mailed by the Trustee to each Unitholder.
AMENDMENT AND TERMINATION. The Trust Agreement may be amended by the Trustee and
the Sponsor without the consent of any of the Unitholders: (1) to cure any
ambiguity or to correct or supplement any provision which may be defective or
inconsistent; (2) to change any provision thereof as may be required by the
Securities and Exchange Commission or any successor governmental agency; or (3)
to make such provisions as shall not adversely affect the interests of the
Unitholders. The Trust Agreement with respect to the Trust Fund 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 Units representing
66 2/3% of the Units then outstanding of the Trust Fund, provided that no such
amendment or waiver will reduce the interest of any Unitholder thereof without
the consent of such Unitholder or reduce the percentage of Units required to
consent to any such amendment or waiver without the consent of all Unitholders
of the Trust Fund. In no event shall the Trust Agreement be amended to increase
the number of Units of the Trust Fund issuable thereunder or to permit the
acquisition of any Securities in addition to or in substitution for those
initially deposited in the Trust Fund, except in accordance with the provisions
of the Trust Agreement. The Trustee shall promptly notify Unitholders of the
substance of any such amendment.
The Trust Agreement provides that the Trust Fund shall terminate upon the
liquidation, redemption or other disposition of the last of the Securities held
in the Trust Fund but in no event is it to continue beyond the Mandatory
Termination Date set forth under "Essential Information." If the value of the
Trust Fund shall be less than the applicable minimum value stated under
"Essential Information" (40% of the aggregate value of the Securities--based on
the value at the date of deposit of such Securities into the Trust Fund), the
Trustee may, in its discretion, and shall, when so directed by the Sponsor,
terminate the Trust Fund. The Trust Fund may be terminated at any time by the
holders of Units representing 66 2/3% of the Units thereof then outstanding.
No later than the date specified under "Liquidation Period" set forth under
"Essential Information," the Trustee will begin to sell all of the underlying
Securities on behalf of Unitholders in connection with the termination of the
Trust Fund. The Sponsor has agreed to assist the Trustee in these sales. The
sale proceeds will be net of any incidental expenses involved in the sales.
The Sponsor will attempt to sell the Securities as quickly as it can during the
Liquidation Period without in its judgment materially adversely affecting the
market price of the Securities, but it is expected that all of the Securities
will in any event be disposed of by the end of the Liquidation Period. The
Sponsor does not anticipate that the period will be longer than one month, and
it could be as short as one day, depending on the liquidity of the Securities
being sold. The liquidity of any Security depends on the daily trading volume of
the Security and the amount that the Sponsor has available for sale on any
particular day.
It is expected (but not required) that the Sponsor will generally follow the
following guidelines in selling the Securities: for highly liquid Securities,
the Sponsor will generally sell Securities on the first
25
<PAGE> 30
day of the Liquidation Period; for less liquid Securities, on each of the first
two days of the Liquidation Period, the Sponsor will generally sell any amount
of any underlying Securities at a price no less than 1/2 of one point under the
last closing sale price of those Securities. Thereafter, the price limit will
increase to one point under the last closing sale price. After four days, the
Sponsor currently intends to sell at least a fraction of the remaining
underlying Securities, the numerator of which is one and the denominator of
which is the total number of days remaining (including that day) in the
Liquidation Period without any price restrictions. Of course, no assurances can
be given that the market value of the Securities will not be adversely affected
during the Liquidation Period.
Any Unitholder who wishes to receive a Distribution In Kind at the termination
of the Trust and who otherwise qualifies for such a distribution (see
"Redemption") must notify the Trustee no later than the date indicated under
"Redemption In Kind" on page 3 of this Prospectus.
In the event of termination of the Trust Fund, written notice thereof will be
sent by the Trustee to all Unitholders of the Trust Fund. Within a reasonable
period after termination, the Trustee will sell any Securities remaining in the
Trust Fund and, after paying all expenses and charges incurred by the Trust
Fund, will distribute to Unitholders thereof (upon surrender for cancellation of
certificates for Units, if issued) their pro rata share of the balances
remaining in the Income and Capital Accounts of the Trust Fund.
LIMITATIONS ON LIABILITY. The Sponsor: The Sponsor is liable for the performance
of its obligations arising from its responsibilities under the Trust Agreement,
but will be under no liability to the Unitholders for taking any action or
refraining from any action in good faith pursuant to the Trust Agreement or for
errors in judgment, except in cases of its own gross negligence, bad faith or
willful misconduct or its reckless disregard for its duties thereunder. The
Sponsor shall not be liable or responsible in any way for depreciation or loss
incurred by reason of the sale of any Securities.
The Trustee: The Trust Agreement provides that the Trustee shall be under no
liability for any action taken in good faith in reliance upon prima facie
properly executed documents or for the disposition of monies, Securities or
certificates except by reason of its own gross negligence, bad faith or willful
misconduct, or its reckless disregard for its duties under the Trust Agreement,
nor shall the Trustee be liable or responsible in any way for depreciation or
loss incurred by reason of the sale by the Trustee of any Securities. In the
event that the Sponsor shall fail to act, the Trustee may act and shall not be
liable for any such action taken by it 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 thereof. In addition, the Trust
Agreement contains other customary provisions limiting the liability of the
Trustee.
The Evaluator: The Trustee and Unitholders may rely on any evaluation furnished
by the Evaluator and shall have no responsibility for the accuracy thereof. The
Trust Agreement provides that the determinations made by the Evaluator shall be
made in good faith upon the basis of the best information available to it,
provided, however, that the Evaluator shall be under no liability to the Trustee
or Unitholders for errors in judgment, but shall be liable only for its gross
negligence, bad faith or willful misconduct or its reckless disregard for its
obligations under the Trust Agreement.
EXPENSES OF THE TRUST
The Sponsor will not charge the Trust any fees for services performed as
Sponsor. The Sponsor will receive a portion of the sale commissions paid in
connection with the purchase of Units and will share
26
<PAGE> 31
in profits, if any, related to the deposit of Securities in the Trust Fund. The
Sponsor has borne all the expenses of creating and establishing the Trust
including the cost of the initial preparation, printing and execution of the
Prospectus, Trust Agreement and certificates, legal and accounting expenses,
advertising and selling expenses, payment of closing fees, the expenses of the
Trustee and other out-of-pocket expenses.
The Trustee receives for its services that fee set forth under "Essential
Information." The Trustee's fee which is calculated monthly is based on the
largest number of Units outstanding during the calendar year for which such
compensation relates. The Trustee's fees are payable monthly on or before the
fifteenth day of the month from the Income Account to the extent funds are
available and then from the Capital Account. The Trustee benefits to the extent
there are funds for future distributions, payment of expenses and redemptions in
the Capital and Income Accounts since these Accounts are non-interest bearing
and the amounts earned by the Trustee are retained by the Trustee. Part of the
Trustee's compensation for its services to the Trust Fund is expected to result
from the use of these funds.
For evaluation of Securities in the Trust Fund, the Evaluator shall receive that
fee set forth under "Essential Information", payable monthly, based upon the
largest number of Units outstanding during the calendar year for which such
compensation relates.
The Trustee's fees and the Evaluator's fees are deducted from the Income Account
of the Trust Fund to the extent funds are available and then from the Capital
Account. Each such fee may be increased without approval of Unitholders by
amounts not exceeding a proportionate increase in the Consumer Price Index or
any equivalent index substituted therefor.
The following additional charges are or may be incurred by the Trust Fund: (a)
fees for the Trustee's extraordinary services; (b) expenses of the Trustee
(including legal and auditing expenses, but not including any fees and expenses
charged by an agent for custody and safeguarding of Securities) and of counsel,
if any; (c) various governmental charges; (d) expenses and costs of any action
taken by the Trustee to protect the Trust or the rights and interests of the
Unitholders; (e) indemnification of the Trustee for any loss, liability or
expense incurred by it in the administration of the Trust not resulting from
gross negligence, bad faith or willful misconduct on its part or its reckless
disregard for its obligations under the Trust Agreement; (f) indemnification of
the Sponsor for any loss, liability or expense incurred in acting in that
capacity without gross negligence, bad faith or willful misconduct or its
reckless disregard for its obligations under the Trust Agreement; and (g)
expenditures incurred in contacting Unitholders upon termination of the Trust
Fund. The fees and expenses set forth herein are payable out of the Trust Fund
and, when owing to the Trustee, are secured by a lien on the Trust Fund. Since
the Securities are all common stocks, and the income stream produced by dividend
payments, if any, is unpredictable, the Sponsor cannot provide any assurance
that dividends will be sufficient to meet any or all expenses of the Trust Fund.
If the balances in the Income and Capital Accounts are insufficient to provide
for amounts payable by the Trust, the Trustee has the power to sell Securities
to pay such amounts. These sales may result in capital gains or losses to
Unitholders. See "Federal Tax Status."
27
<PAGE> 32
LEGAL OPINIONS
The legality of the Units offered hereby and certain matters relating to Federal
tax law have been passed upon by Chapman and Cutler, 111 West Monroe Street,
Chicago, Illinois 60603, as counsel for the Sponsor.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The statement of condition and the related portfolio at the Initial Date of
Deposit included in this Prospectus have been audited by Grant Thornton,
independent certified public accountants, as set forth in their report in the
Prospectus, and are included herein in reliance upon the authority of said firm
as experts in accounting and auditing.
------------------
28
<PAGE> 33
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
UNITHOLDERS
KEMPER EQUITY PORTFOLIO TRUSTS,
SERIES 8 (BANKING INSTITUTIONS)
We have audited the accompanying statement of condition and the related
portfolio of Kemper Equity Portfolio Trusts, Series 8 (Banking Institutions), as
of May 19, 1994. The statement of condition and portfolio are the responsibility
of the Sponsor. Our responsibility is to express an opinion on such financial
statements 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 statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of a letter of credit deposited to purchase Securities by
correspondence with the Trustee. An audit also includes assessing the accounting
principles used and significant estimates made by the Sponsor, as well as
evaluating the overall financial statement presentation. We believe our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Kemper Equity Portfolio Trusts,
Series 8 (Banking Institutions) as of May 19, 1994, in conformity with generally
accepted accounting principles.
GRANT THORNTON
Chicago, Illinois
May 19, 1994
29
<PAGE> 34
KEMPER EQUITY PORTFOLIO TRUSTS,
SERIES 8 (BANKING INSTITUTIONS)
STATEMENT OF CONDITION
AT THE OPENING OF BUSINESS ON MAY 19, 1994, THE INITIAL DATE OF DEPOSIT
TRUST PROPERTY
<TABLE>
<S> <C>
Contracts to purchase Securities (1)(2)......................................... $ 1,001,550
-----------
Total........................................................................... $ 1,001,550
-----------
-----------
NUMBER OF UNITS................................................................. 104,328
-----------
-----------
INTEREST OF UNITHOLDERS
Cost to investors (3)........................................................... $ 1,043,280
Less: Gross underwriting commission (3)......................................... 41,730
-----------
Net interest to unitholders (1)(2)(3)........................................... $ 1,001,550
-----------
-----------
</TABLE>
- ---------------
NOTES:
(1) Aggregate cost of the Securities listed in the Portfolio is based on
offering side evaluations as determined by the Trustee.
(2) An irrevocable letter of credit issued by Chemical Bank has been deposited
with the Trustee covering the funds (aggregating $1,001,550) necessary for
the purchase of the Securities in the Trust Fund represented by purchase
contracts.
(3) The aggregate cost to investors includes a sales charge computed at the rate
of 4.0% of the Public Offering Price (equivalent to 4.167% of the net
amount invested) assuming no reduction of sales charges for quantity
purchases.
30
<PAGE> 35
KEMPER EQUITY PORTFOLIO TRUSTS,
SERIES 8 (BANKING INSTITUTIONS)
PORTFOLIO AS OF THE INITIAL DATE OF DEPOSIT:
MAY 19, 1994
<TABLE>
<CAPTION>
ANNUALIZED
AGGREGATE FOUR-YEAR HISTORY CURRENT
NAME OF ISSUER PERCENTAGE NUMBER PRICE COST OF OF DIVIDENDS PAID DIVIDEND CURRENT
OF SECURITIES DEPOSITED OF OF PER SECURITIES ------------------------------ PER DIVIDEND
OR CONTRACTED FOR(1) PORTFOLIO(1) SYMBOL SHARES SHARE TO TRUST(2) 1990 1991 1992 1993 SHARE(3) YIELD(3)
- ----------------------- ------------ ------ ------ ------- ----------- ------ ------ ------ ------ ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AmSouth
Bancorporation....... 5.00% ASO 1,600 $31.250 $ 50,000 $0.940 $0.980 $1.070 $1.220 $ 1.40 4.48%
Associated Banc-Corp... 4.90 ASBC 1,400 35.000 49,000 0.625 0.709 0.764 0.932 1.08 3.09%
Barnett Banks, Inc. ... 4.74 BBI 1,000 47.500 47,500 1.290 1.320 1.320 1.410 1.44 3.03%
Central Fidelity Banks,
Inc. ................ 4.91 CFBS 1,600 30.750 49,200 0.618 0.729 0.807 1.000 1.12 3.64%
FirsTier Financial,
Inc. ................ 5.05 FRST 1,100 46.000 50,600 0.600 0.630 0.705 0.990 1.56 3.39%
First Bancorporation of
Ohio................. 5.14 FBOH 2,100 24.500 51,450 0.763 0.803 0.823 0.900 0.94 3.84%
First of America Bank
Corporation.......... 5.11 FOA 1,300 39.375 51,188 1.150 1.240 0.990 1.500 1.60 4.06%
First Tennessee
National
Corporation.......... 4.97 FTEN 1,200 41.500 49,800 1.080 1.140 1.260 1.500 1.68 4.05%
First Virginia
Banks, Inc. ......... 4.96 FVB 1,300 38.250 49,725 0.853 0.907 0.990 1.130 1.24 3.24%
Fort Wayne National
Corporation.......... 5.06 FWNC 1,300 39.000 50,700 0.970 1.060 1.140 1.220 1.32 3.38%
Fourth Financial
Corporation.......... 5.12 FRTH 1,800 28.500 51,300 0.880 0.880 0.880 0.980 1.04 3.65%
Hawkeye
Bancorporation....... 4.84 HWKB 2,600 18.625 48,425 0.000 0.150 0.330 0.420 0.48 2.58%
Huntington Bancshares,
Inc. ................ 4.93 HBAN 1,900 26.000 49,400 0.510 0.568 0.618 0.745 0.80 3.08%
Mercantile
Bancorporation....... 5.12 MTL 1,400 36.625 51,275 0.933 0.933 0.933 0.987 1.12 3.06%
Magna Group, Inc. ..... 5.07 MAGI 2,800 18.125 50,750 0.648 0.680 0.680 0.720 0.76 4.19%
Old Kent Financial
Corporation.......... 4.98 OKEN 1,400 35.625 49,875 0.723 0.787 0.903 1.070 1.16 3.26%
Southtrust
Corporation.......... 5.16 SOTR 2,700 19.125 51,637 0.462 0.480 0.520 0.597 0.68 3.56%
Star Banc
Corporation.......... 5.31 STB 1,400 38.000 53,200 0.960 1.000 1.040 1.160 1.40 3.68%
US Bancorp............. 4.88 USBC 1,900 25.750 48,925 0.611 0.713 0.760 0.850 0.88 3.42%
West One Bancorp....... 4.75 WEST 1,600 29.750 47,600 0.440 0.480 0.520 0.645 0.72 2.42%
------------ -----------
100.00% $ 1,001,550
------------ -----------
------------ -----------
</TABLE>
NOTES TO PORTFOLIO
(1) All or a portion of the Securities may have been deposited in the Trust. Any
undelivered Securities are represented by "regular way" contracts for the
performance of which an irrevocable letter of credit has been deposited with
the Trustee. At the Initial Date of Deposit, the Sponsor has assigned to the
Trustee all of its rights, title and interest in and to such undelivered
Securities. Contracts to purchase Securities were entered into on May 11,
1994 through May 18, 1994 and all have expected settlement dates of May 18,
1994 through May 25, 1994 (see "The Trust Fund"). Percentages are based on
the cost of Securities to the Trust Fund.
(2) The market value of each Security is based on the closing offer price on a
national securities exchange if the Security is listed thereon or, if not so
listed, then on the over-the-counter market, in each case, on the day prior
to the Initial Date of Deposit. As of the Initial Date of Deposit the
aggregate cost of the Securities to the Sponsor was $992,738 and its gross
profit (loss) was $8,812.
(3) The Annualized Current Dividend per Share for each Security was calculated
by annualizing the latest quarterly or semi-annual common stock dividend
declaration on that Security. The Current Dividend Yield for each Security
was calculated by dividing the Annualized Current Dividend per Share by that
Security's market value as of the close of trading on the day prior to the
Initial Date of Deposit. There can be no assurance that the future dividend
payments, if any, will be maintained in an amount equal to the dividend
listed above.
31
<PAGE> 36
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CONTENTS
SUMMARY........................................ 2
ESSENTIAL INFORMATION.......................... 4
THE TRUST FUND................................. 5
THE TRUST PORTFOLIO............................ 5
RISK FACTORS................................... 8
FEDERAL TAX STATUS............................. 10
PUBLIC OFFERING OF UNITS....................... 13
Public Offering Price........................ 13
Public Distribution of Units................. 14
Sponsor Profits.............................. 16
MARKET FOR UNITS............................... 16
REDEMPTION..................................... 16
General...................................... 16
Computation of Redemption Price.............. 18
RETIREMENT PLANS............................... 18
UNITHOLDERS.................................... 20
Ownership of Units........................... 20
Distributions to Unitholders................. 20
Distribution Reinvestment.................... 21
Statements to Unitholders.................... 22
Rights of Unitholders........................ 23
INVESTMENT SUPERVISION......................... 23
ADMINISTRATION OF THE TRUST.................... 23
The Trustee.................................. 23
The Sponsor.................................. 24
The Evaluator................................ 25
Amendment and Termination.................... 25
Limitations on Liability..................... 26
EXPENSES OF THE TRUST.......................... 26
LEGAL OPINIONS................................. 28
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS....... 28
REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS.................................. 29
STATEMENT OF CONDITION......................... 30
PORTFOLIO...................................... 31
</TABLE>
- --------------------------------------------------------------
This Prospectus does not contain all
of the information with respect to
the investment company set forth in
its registration statement 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.
- --------------------------------------------------------------
No person is authorized to give any
information or to make any
representations with respect to this
investment company not contained in
this Prospectus; and any information
or representation not contained
herein must not be relied upon as
having been authorized by the Trust,
the Trustee, or the Sponsor. Such
registration does not imply that the
Trust or the Units have been
guaranteed, sponsored, recommended
or approved by the United States or
any state or any agency or officer
thereof.
- --------------------------------------------------------------
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 or country.
Kemper Unit Investment Trusts
77 West Wacker Drive, 29th Floor
Chicago, IL 60601-1994
01-RED-6-1.94
<PAGE> 37
- -----------------------------------------------------------------------
- ---------------------------------------------------------------------
KEMPER
EQUITY
PORTFOLIO
TRUSTS.
- ---------------------------------------------------------------------
- -----------------------------------------------------------------------
----------------------------------------------------------------------
--------------------------------------------------------------------
PROSPECTUS
--------------------------------------------------------------------
----------------------------------------------------------------------
BANKING INSTITUTIONS
SERIES 8
MAY 19, 1994
------------------------------------------------------------------------------
KEMPER UNIT INVESTMENT TRUSTS
------------------------------------------------------------------------------
<PAGE> 38
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
The following exhibits:
<TABLE>
<CAPTION>
<S> <C>
1.1 Form of Trust Indenture and Agreement for Kemper Equity Portfolio Trusts,
Series 8.
1.1.1 Standard Terms and Conditions of Trust for Kemper Equity Portfolio
Trusts, Series 8. Reference is made to Exhibit 1.1.1 to the Registration
Statement on Form S-6, with respect to Kemper Equity Portfolio Trust,
Series 5 (Registration No. 33-51203) as filed on December 8, 1993.
1.2 Certificate of Incorporation of Kemper Unit Investment Trusts. Reference
is made to Exhibit 1.2 to the Registration Statement on Form S-6, with
respect to Kemper Government Securities Trust (Registration No. 33-26754)
as filed on February 14, 1989 and Kemper Defined Funds Series 9
(Registration No. 33-56012) as filed on November 3, 1993.
1.3 By-laws of Kemper Unit Investment Trusts. Reference is made to Exhibit
1.3 to the Registration Statement on Form S-6, with respect to Kemper
Government Securities Trust (Registration No. 33-26754) as filed on
February 14, 1989 and Kemper Defined Funds Series 9 (Registration No.
33-56012) as filed on November 3, 1993.
2.1 Form of Certificate of Ownership (pages three to four, inclusive, of the
Standard Terms and Conditions of Trust included as Exhibit 1.1.1.)
3.1 Opinion of counsel to the Sponsor as to legality of the securities being
registered including a consent to the use of its name under the headings
"Tax Status" and "Legal Opinions" in the Prospectus and opinion of
counsel as to Federal income tax status of the securities being
registered and certain Missouri tax matters.
4.1 Consent of Grant Thornton.
</TABLE>
S-1
<PAGE> 39
SIGNATURES
The Registrant, Kemper Equity Portfolio Trusts, Series 8 hereby identifies
Series 1 of the Kemper Equity Portfolio 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 quality 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 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 it has complied with Rule 460 under the Securities Act of
1933.
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Kemper Equity Portfolio Trusts, Series 8 has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Chicago, and State of Illinois, on the 18th day of
May, 1994.
KEMPER EQUITY PORTFOLIO TRUSTS,
SERIES 8
Registrant
By: KEMPER UNIT INVESTMENT TRUSTS
Depositor
By: /s/ MICHAEL J. THOMS
------------------------------------
Michael J. Thoms
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON MAY 18, 1994 BY THE FOLLOWING
PERSONS, WHO CONSTITUTE A MAJORITY OF THE BOARD OF DIRECTORS OF KEMPER
SECURITIES, INC.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
JAMES R. BORIS Chairman and Chief Executive Officer
- ---------------------------------------------
James R. Boris
DONALD F. ELLER Senior Executive Vice President and Director
- ---------------------------------------------
Donald F. Eller
STANLEY R. FALLIS Senior Executive Vice President, Chief
- --------------------------------------------- Financial Officer and Director
Stanley R. Fallis
FRANK V. GEREMIA Senior Executive Vice President and Director
- ---------------------------------------------
Frank V. Geremia
DAVID B. MATHIS Director
- ---------------------------------------------
David B. Mathis
</TABLE>
S-2
<PAGE> 40
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
ROBERT T. JACKSON Director
- ---------------------------------------------
Robert T. Jackson
JAY B. WALTERS Senior Executive Vice President and Director
- ---------------------------------------------
Jay B. Walters
CHARLES M. KIERSCHT Director
- ---------------------------------------------
Charles M. Kierscht
ARTHUR J. MCGIVERN Director
- ---------------------------------------------
Arthur J. McGivern
</TABLE>
/s/ MICHAEL J. THOMS
------------------------------------
Michael J. Thoms
MICHAEL J. THOMS SIGNS THIS DOCUMENT PURSUANT TO POWER OF ATTORNEY FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION WITH (A) AMENDMENT NO. 1 TO THE
REGISTRATION STATEMENT ON FORM S-6 FOR KEMPER TAX-EXEMPT INSURED INCOME TRUST,
SERIES A-70 AND MULTI-STATE SERIES 28 AND KEMPER TAX-EXEMPT INCOME TRUST,
MULTI-STATE SERIES 42 (REGISTRATION NO. 33-35425), AND (B) AMENDMENT NO. 1 TO
THE REGISTRATION STATEMENT ON FORM S-6 FOR KEMPER TAX-EXEMPT INSURED INCOME
TRUST, SERIES A-72 AND MULTI-STATE SERIES 30 (REGISTRATION NO. 33-37178), AND
(C) AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-6 FOR KEMPER
TAX-EXEMPT INSURED INCOME TRUST, MULTI-STATE SERIES 51 (REGISTRATION NO.
33-48398).
S-3
<PAGE> 1
EXHIBIT 99
MEMORANDUM OF CHANGES
KEMPER EQUITY PORTFOLIO TRUSTS
SERIES 8
The Prospectus filed with Amendment No. 1 of the Registration
Statement on Form S-6 has been revised to reflect information regarding the
deposit of securities on May 19, 1994 and to set forth certain statistical data
based thereon. An effort has been made to set forth below each of the changes
and also to reflect such changes by blacklining the marked counterparts of the
Prospectus submitted with the Amendment.
The primary changes in the document from the document originally filed
with the Commission involve: (A) the deposit of the securities, (B) completion
of the Portfolio and related information and (C) minor additions, corrections
and completions.
THE PROSPECTUS
S-6 Cover Page. The date has been set forth.
Cover Page. The date of the Prospectus has been completed.
Page 4. The fractional undivided interest per Unit has been
completed.
Page 4. "Essential Information" - Income, expense and distribution
data has been supplied for the Trust.
Page 4. The number of Units has been added.
Pages 6 and 7. Information about each of the Securities has been added.
Pages 10 - 13. The tax section has been revised.
Page 29. The "Statement of Condition" has been completed.
Page 30. The "Portfolio" and related notes have been completed.
Pages S-1 - S-3. The list of exhibits, signature page and auditor's consent
have been completed.
<PAGE> 1
EXHIBIT 1.1
KEMPER EQUITY PORTFOLIO TRUSTS,
SERIES 8
TRUST AGREEMENT
This Trust Agreement dated as of May 19, 1994 between Kemper Unit
Investment Trusts, a service of Kemper Securities, Inc., as Depositor, and
Investors Fiduciary Trust Company, as Trustee, sets forth certain provisions in
full and incorporates other provisions by reference to the document entitled
"Kemper Equity Portfolio Trusts, Series 5 and Subsequent Series, Standard Terms
and Conditions of Trust, Effective December 8, 1993" (herein called the
"Standard Terms and Conditions of Trust"), and such provisions as are set forth
in full and such provisions as are incorporated by reference constitute a
single instrument.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions
contained in the Standard Terms and Conditions of Trust are herein incorporated
by reference in their entirety and shall be deemed to be a part of this
instrument as fully and to the same extent as though said provisions had been
set forth in this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(a) The equity securities listed in the Schedule hereto have
been deposited in trust under this Trust Agreement as indicated
in each Trust named on the attached Schedule.
(b) For the purposes of the definition of the terms
"Depositor" and "Evaluator" in Article I, it is hereby specified
that such term shall mean Kemper Unit Investment Trusts, a service of
Kemper Securities, Inc. or its successors or any successor Depositor or
Evaluator appointed.
(c) For the purposes of the definition of the term "Unit" in
Article I, it is hereby specified that the fractional undivided
interest in and ownership of a Trust is the
<PAGE> 2
amount set forth in the section captioned "Essential Information"
in the final Prospectus of the Trust (the "Prospectus")
contained in Amendment No. 1 to the Trust's Registration Statement
(Registration No. 33-53479) as filed with the Securities and Exchange
Commission on May 19, 1994. The fractional undivided interest may
increase by the number of any additional Units issued pursuant to
Section 2.03, or decrease by the number of Units redeemed pursuant to
Section 5.02.
(d) For purposes of the definition of the term "Fund" and
"Trust Fund" in Article I, it is hereby specified that such term
shall mean the term "Trusts" as defined on page 2 of the Prospectus.
(e) The term "Record Date" shall mean the "Record Dates" set
forth under "Unitholders - Distributions to Unitholders" of the
Prospectus.
(f) The terms "Income Distribution Date" and "Capital
Distribution Date" shall mean the "Income Distribution Dates"
and "Capital Distribution Dates" set forth under "Unitholders -
Distributions to Unitholders" in the Prospectus.
(g) The term "Initial Date of Deposit" shall mean May 19, 1994.
(h) The term "Mandatory Termination Date" shall mean the
"Mandatory Termination Date" set forth in the section captioned
"Essential Information in the Prospectus.
(i) The number of Units of a Trust referred to in Section 2.03
is as set forth in the section captioned "Essential Information"
in the Prospectus.
(j) For the purposes of Section 4.03, the Evaluator shall
receive for evaluation of the Bonds in a Trust that fee set
forth in the section captioned "Essential Information" in the
Prospectus.
(k) For the purposes of Section 8.01(g), the liquidation
amount is hereby specified as the amount set forth under
"Essential Information - Minimum Value of Trust under which Trust
Agreement may be Terminated" in the Prospectus.
(l) For the purposes of Section 8.05, the compensation for the
Trustee shall be that fee set forth in the section captioned
"Essential Information" in the Prospectus.
(m) For the purposes on In Kind Distributions in Section 5.02,
the last date for which requests for In Kind Distributions can
be made to a Trust is that date stated in the Prospectus.
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed.
KEMPER SECURITIES, INC.
through its Kemper Unit Investment Trusts
service
Depositor
By C. Perry Moore
-----------------------------
Senior Vice President
INVESTORS FIDUCIARY TRUST
COMPANY
By Ron Puett
-----------------------------
Operations Officer
<PAGE> 4
SCHEDULE A
SECURITIES INITIALLY DEPOSITED
KEMPER EQUITY PORTFOLIO TRUSTS,
SERIES 8
(Note: Incorporated herein and made a part hereof is the "Portfolio"
as set forth in the Prospectus.)
<PAGE> 1
EXHIBIT 3.1
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
May 19, 1994
Kemper Unit Investment Trusts,
a service of Kemper Securities, Inc.
77 West Wacker Drive, 29th Floor
Chicago, Illinois 60601
Re: Kemper Equity Portfolio Trusts, Series 8
Gentlemen:
We have served as counsel for Kemper Unit Investment Trusts, a service
of Kemper Securities, Inc., as Sponsor and Depositor of Kemper Equity Portfolio
Trusts, Series 8 (the "Fund"), in connection with the preparation, execution
and delivery of the Trust Agreement dated the date of this opinion between
Kemper Unit Investment Trusts, a service of Kemper Securities, Inc., as
Depositor, and Investors Fiduciary Trust Company, as Trustee, pursuant to which
the Depositor has delivered to and deposited the Securities listed in the
Schedule to the Trust Agreement with the Trustee and pursuant to which the
Trustee has issued to or on the order of the Depositor a certificate or
certificates representing all the Units of fractional undivided interest in,
and ownership of, the Fund, created under said Trust Agreement.
In connection therewith we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Trust Agreement and the
execution and issuance of certificates evidencing the Units of the
Fund have been duly authorized; and
2. The certificates evidencing the Units of the Fund, when
duly executed and delivered by the Depositor and the Trustee in
accordance with the aforementioned Trust Agreement, will constitute
valid and binding obligations of the Fund and the Depositor in
accordance with the terms thereof.
<PAGE> 2
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 33-53479) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
<PAGE> 3
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
May 19, 1994
Kemper Unit Investment Trusts,
a service of Kemper Securities, Inc.
77 West Wacker Drive, 29th Floor
Chicago, Illinois 60601
Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, Missouri 64105
Re: Kemper Equity Portfolio Trusts, Series 8 (the "Trust")
Gentlemen:
We have acted as counsel for Kemper Unit Investment Trusts, a service
of Kemper Securities, Inc. as Sponsor and Depositor of Kemper Equity Portfolio
Trusts, Series 8 (the "Trust"), in connection with the issuance of Units of
fractional undivided interest in the Trust, under a Trust Agreement dated May
19, 1994 (the "Indenture") between Kemper Unit Investment Trusts, a service of
Kemper Securities, Inc., as Depositor and Evaluator, and Investors Fiduciary
Trust Company as Trustee.
In this connection, we have examined the Registration Statement, the
Prospectus, the Indenture, and such other instruments and documents as we have
deemed pertinent.
The assets of the Trust will consist of a portfolio of equity
securities (the "Securities") as set forth in the Prospectus.
Based upon the foregoing and upon an investigation of such matters of
law as we consider to be applicable, we are of the opinion that, under existing
Federal income tax law:
(i) The Trust is not an association taxable as a corporation
but will be governed by the provisions of subchapter J (relating to
trusts) of chapter 1, Internal Revenue Code of 1986 (the "Code").
(ii) Each Unitholder will be considered as owning a pro rata
share of each asset of the Trust in the proportion that the number of
Units held by him bears to the total number of Units outstanding.
Under subpart E, subchapter J of chapter 1 of the Code, the income of
the Trust will be treated as income of each Unitholder in the
proportion
<PAGE> 4
-2-
described, and an item of Trust income will have the same
character in the hands of a Unitholder as it would have in the hands
of the Trustee. Each Unitholder will be considered to have received
his pro rata share of income derived from each Trust asset when such
income is received by the Trust. A Unitholder's pro rata portion of
distributions of cash or property by a corporation with respect to a
Security ("dividends" as defined by Section 316 of the Code ) are
taxable as ordinary income to the extent of such corporation's current
and accumulated "earnings and profits". A Unitholder's pro rata
portion of dividends which exceed such current and accumulated
earnings and profits will first reduce the Unitholder's tax basis in
such Security, and to the extent that such dividends exceed a
Unitholder's tax basis in such Security, shall be treated as gain from
the sale or exchange of property. In addition, Unitholders may
recognize taxable income in an amount equal to their pro rata share of
any interest from U.S. Treasury obligations in which the Trustee is
authorized to invest between distribution dates as such interest
accrues.
(iii) The price a Unitholder pays for his Units, including sales
charges, is allocated among his pro rata portion of each
Security held by the Trust (in proportion to the fair market values
thereof on the date the Unitholder purchases his Units), in order to
determine his initial cost for his pro rata portion of each Security
held by the Trust.
(iv) Gain or loss will be recognized to a Unitholder upon
redemption or sale of his Units, except to the extent an in kind
distribution of stock is received by such Unitholder from the Trust as
discussed below. Such gain or loss is measured by comparing the
proceeds of such redemption or sale with the adjusted basis of his
Units. Before adjustment, such basis would normally be cost if the
Unitholder had acquired his units by purchase. Such basis will be
reduced, but not below zero, by the Unitholder's pro rata portion of
dividends with respect to each Security which are not taxable as
ordinary income.
(v) If the Trustee disposes of a Trust asset (whether by sale,
exchange, redemption, or otherwise) gain or loss will be
recognized to the Unitholder and the amount thereof will be measured
by comparing the Unitholder's aliquot share of the total proceeds from
the transaction with his basis for his fractional interest in the
asset disposed of. Such basis is ascertained by apportioning the tax
basis for his Units (as of the date on which his Units were acquired)
among each of the Trust's assets ratably according to their values as
of the valuation date nearest the date on which he purchased such
Units. A Unitholder's basis in his Units and of his fractional
interest in each Trust asset must be reduced, but not below zero, by
the Unitholder's pro rata portion of dividends with respect to each
Security which are not taxable as ordinary income.
(vi) Under the Indenture, under certain circumstances, a
Unitholder tendering Units for redemption may request an in kind
distribution of Securities upon the
<PAGE> 5
-3-
redemption of Units. As previously discussed, prior to the
redemption of Units, a Unitholder is considered as owning a pro rata
portion of each of the Trust's assets. The receipt of an in kind
distribution would be deemed an exchange of such Unitholder's pro rata
portion of each of the shares of stock and other assets held by the
Trust in exchange for an undivided interest in whole shares of stock
and possibly cash. In general, there are three different potential
federal income tax consequences which may occur under an in kind
distribution with respect to each Security owned by the Trust. A
"Security" for this purpose is a particular class of stock issued by a
particular corporation. If the Unitholder receives only whole shares
of a Security in exchange for his pro rata portion in each share of
such Security held by a Trust, there is no taxable gain or loss
recognized upon such deemed exchange pursuant to Section 1036 of the
Code. If the Unitholder receives whole shares of a particular
Security plus cash in lieu of a fractional share of such Security, and
if the fair market value of the Unitholder's pro rata portion of the
shares of such Security plus the cash received exceeds his tax basis
in his pro rata portion of such Security, taxable gain would be
recognized in an amount not to exceed the amount of such cash
received, pursuant to Section 1031(b) of the Code. No taxable loss
would be recognized upon such an exchange pursuant to Section 1031(c)
of the Code, whether or not cash is received in lieu of a fractional
share. Under either of these circumstances, special rules will be
applied under Section 1031(d) of the Code to determine the
Unitholder's tax basis in the shares of such particular Security which
he receives as part of the in kind distribution. Finally, if a
Unitholder's pro rata interest in a Security does not equal a whole
share, he may receive entirely cash in exchange for his pro rata
portion of a particular Security. In such case, taxable gain or loss
is measured by comparing the amount of cash received by the Unitholder
with his tax basis in such Security. The total amount of taxable
gains (or losses) recognized upon such redemption will generally equal
the sum of the gain (or loss) recognized under the rules described
above by the redeeming Unitholder with respect to each Security owned
by the Trust.
Dividends received by the Trust which are attributable to a
corporation owning Units in the Trust and which are taxable as ordinary income
may be eligible for the 70% dividends received deduction pursuant to Section
243(a) of the Code, subject to the limitations imposed by Sections 246 and 246A
of the Code. It should be noted that various legislative proposals that would
affect the dividends received deduction have been introduced.
Section 67 of the Code provides that certain itemized deductions, such
as investment expenses, tax return preparation fees and employee business
expenses will be deductible by individuals only to the extent they exceed 2% of
such individual's adjusted gross income. Temporary regulations have been
issued which require Unitholders to treat certain expenses of the Trust as
miscellaneous itemized deductions subject to this limitation.
A Unitholder will recognize taxable gain (or loss) when all or part of
the pro rata interest in a Security is either sold by the Trust or redeemed or
when a Unitholder disposes
<PAGE> 6
-4-
of his Units in a taxable transaction, in each case for an amount greater (or
less) than his tax basis therefor.
Any gain recognized on a sale or exchange will, under current law,
generally be capital gain or loss. The scope of this opinion is expressly
limited to the matters set forth herein, and, except as expressly set forth
above, we express no opinion with respect to any other taxes, including state
or local taxes or collateral tax consequences with respect to the purchase,
ownership and disposition of Units.
Very truly yours
CHAPMAN AND CUTLER
<PAGE> 1
EXHIBIT 99.4.1
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT
We have issued our report dated May 19, 1994 on the statement of condition
and related portfolio of Kemper Equity Portfolio Trusts, Series 8 as of May 19,
1994 contained in the Registration Statement on Form S-6 and in the Prospectus.
We consent to the use of our report in the Registration Statement and in the
Prospectus and to the use of our name as it appears under the caption
"Independent Certified Public Accountants".
GRANT THORNTON
Chicago, Illinois
May 19, 1994
