<PAGE>
File No. 33-57959
40 Act File No. 811-2271
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-6
For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2
A. Exact name of Trust: NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 792
B. Name of Depositor: JOHN NUVEEN & CO. INCORPORATED
C. Complete address of Depositor's principal executive offices:
333 West Wacker Drive
Chicago, Illinois 60606
D. Name and complete address of agents for service:
JOHN NUVEEN & CO. INCORPORATED
Attn: James J. Wesolowski
333 West Wacker Drive
Chicago, Illinois 60606
CHAPMAN AND CUTLER
Attn: Daniel C. Bird, Jr.
111 West Monroe Street
Chicago, Illinois 60603
It is proposed that this filing will become effective (check appropriate box)
-----
----- immediately upon filing pursuant to paragraph (b)
-----
----- on (date) pursuant to paragraph (b)
-----
----- 60 days after filing pursuant to paragraph (a)
-----
----- on (date) pursuant to paragraph (a) of rule 485 or 486
E. Title and amount of securities being registered: An indefinite number of
Units as permitted by Rule 24f-2.
F. Proposed maximum offering price to the public of the securities being
registered: Not presently determinable.
G. Amount of filing fee: $500 in accordance with Rule 24f-2.
H. Approximate date of proposed sale to the public:
As soon as practicable after the effective date of the Registration
Statement.
______
Check box if it is proposed that this filing will become effective
X on 3/24/95 at 1:30 p.m. pursuant to Rule 487.
______
<PAGE>
MARCH 24, 1995
SUBJECT TO COMPLETION
NUVEEN Tax-Exempt Unit Trusts
PROSPECTUS
Series 792
March 24, 1995
INTEREST INCOME TO THE TRUSTS AND TO UNITHOLDERS, IN THE OPINION OF COUNSEL,
UNDER EXISTING LAW IS EXEMPT FROM FEDERAL INCOME TAX. CAPITAL GAINS, IF ANY, ARE
SUBJECT TO TAX. IN ADDITION, INTEREST INCOME OF STATE TRUSTS IS, IN THE OPINION
OF COUNSEL, EXEMPT, TO THE EXTENT INDICATED, FROM STATE AND LOCAL TAXES.
INTEREST INCOME OF ANY TRUST OTHER THAN A STATE TRUST MAY BE SUBJECT TO STATE
AND LOCAL TAXES.
CURRENTLY OFFERED AT PUBLIC OFFERING PRICE PLUS INTEREST ACCRUED TO THE DATE OF
SETTLEMENT. MINIMUM PURCHASE--EITHER $5,000 OR 50 UNITS, WHICHEVER IS LESS.
THE NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 792 consists of three underlying
separate unit investment trusts designated as Maryland Traditional Trust 305,
North Carolina Traditional Trust 287 and Short Intermediate Insured Trust 40.
Each Trust initially consists of delivery statements relating to contracts to
purchase Bonds and, thereafter, will consist of a diversified portfolio of
obligations issued by or on behalf of states and territories of the United
States and authorities and political subdivisions thereof (see SCHEDULES OF
INVESTMENTS), the interest on which is, in the opinion of bond counsel to the
issuers, exempt from Federal income tax under existing law. In addition, the
interest on Bonds in each State Trust is, in the opinion of bond counsel to the
issuers of the obligations, exempt from such State's income taxes, if any. All
obligations in each Traditional Trust are rated in the category "A" or better by
Standard & Poor's Corporation or Moody's Investors Service, Inc. on the Date of
Deposit. All obligations in each Insured Trust are covered by policies of
insurance obtained from the Municipal Bond Investors Assurance Corporation
guaranteeing payment of principal and interest when due. All such policies of
insurance remain effective so long as the obligations are outstanding. As a
result of such insurance, the Bonds in each portfolio of the Insured Trusts have
received a rating of "Aaa" by Moody's Investors Service, Inc. and the Bonds in
the Insured Trusts and the Units of each such Trust have received a rating of
"AAA" by Standard & Poor's Corporation. INSURANCE RELATES ONLY TO THE BONDS IN
THE INSURED TRUSTS AND NOT TO THE UNITS OFFERED HEREBY OR TO THEIR MARKET VALUE.
(See Section 5.)
THE OBJECTIVES of the Trusts are tax-exempt income and conservation of capital
through a diversified investment in tax-exempt Bonds. (SEE SECTIONS 2, 3 AND
11.) The payment of interest and the preservation of principal are, of course,
dependent upon the continuing ability of the issuers of Bonds and of any insurer
thereof to meet their obligations thereunder. There is no guarantee that the
Trusts' objectives will be achieved. (SEE PAGE A-1.)
DISTRIBUTIONS of interest received by each Trust will be made semi-annually
unless the Unitholder elects to receive them monthly or quarterly. (SEE SECTION
13.) Distribution of funds in the Principal Account, if any, will ordinarily be
made semi-annually.
FOR ESTIMATED LONG TERM RETURNS AND ESTIMATED CURRENT RETURNS to Unitholders in
each Trust on the business day prior to the Date of Deposit. (SEE PAGE 3 AND
SECTION 9.) For Estimated Cash Flow Tables for Short Intermediate Insured Trust
40, see page 22.
THE PUBLIC OFFERING PRICE per Unit of each Trust during the initial offering
period is equal to a pro rata share of the OFFERING prices of the Bonds in such
Trust's portfolio plus a sales charge of up to 4.90% of the Public Offering
Price (equivalent to 5.152% of the net amount invested); the sales charge is
somewhat lower on Trusts with lesser average maturities. (SEE SECTION 6.) The
Secondary Market Public Offering Price per Unit for each Trust will be equal to
a pro rata share of the sum of BID prices of the Bonds in such Trust plus the
sales charges determined based on the number of years remaining to the maturity
of each Bond. Accrued interest from the preceding Record Date to, but not
including, the settlement date (normally five business days after purchase) is
added to the Public Offering Price. The sales charge is reduced on a graduated
scale for sales involving at least $50,000 or 500 Units and will be applied on
whichever basis is more favorable to the purchaser. (SEE SECTION 6.)
A UNITHOLDER MAY REDEEM UNITS at the office of the Trustee, United States Trust
Company of New York, at prices based upon the BID prices of the Bonds. The price
received upon redemption may be more or less than the amount paid by
Unitholders, depending upon the value of the Bonds on the date of tender for
redemption. (SEE SECTION 19.) The Sponsor, although not required to do so,
intends to make a secondary market for the Units of the Trusts at prices based
upon the BID prices of the Bonds in the respective Trusts. (SEE SECTION 7.)
RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
UNITS OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK AND ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY AND
INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
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.
<PAGE>
NUVEEN Tax-Exempt Unit Trusts
<TABLE>
<CAPTION>
INDEX SECTION PAGE
<C> <S> <C> <C>
SPECIFIC TRUST MATTERS
Maryland Traditional Trust 305 3 8-14
North Carolina Traditional Trust 287 3 15-20
Short Intermediate Insured Trust 40 3 21-26
GENERAL MATTERS
Accrued Interest 8 A-17
Accumulation Plan 14 A-25
Bonds, How Selected 3 7
Bonds, Initial Determination of Offering Price 10 A-19
Bonds, Limited Right of Substitution 4 A-7
Bond Ratings 3 8-26
Bonds, Removal from Trust 21 A-34
Call Provisions of Portfolio Bonds 3, 4 8-26,A-8
Capital Gains Taxability 11 A-20
Dealer Discount 17 A-29
Description of Units of Trust 1 5
Distributions to Unitholders 13 A-24
Distribution Payment Dates 3, 13 8-26, A-24
Distribution of Units to the Public 17 A-29
Essential Information Regarding the Trusts -- 4
Estimated Long Term Return and Estimated Current
Return 9 3, A-18
Evaluation 16 A-29
Expenses to Fund 12 A-23
Insurance on Bonds in the Insured Trusts 5 A-10
Insurance on Certain Bonds in the Traditional
Trusts 5 A-12
Interest Income to Trust 3 8-26
Investments, Schedules of 3 8-26
Legality of Units 24 A-38
Limitations on Liabilities of Sponsor and Trustee 22 A-35
Market for Units 7 A-17
Minimum Transaction 17 A-31
Objectives of the Trusts 2 6
Optional Distribution Plan 13 A-24
Other Information 24 A-37
Ownership and Transfer of Units 18 A-31
Public Offering Price of Units 6 A-13
Quantity Purchases 6 A-13
Record Dates 13 A-24
Ratings, Description of 24 A-39
Redemption of Units by Trustee 19 A-32,A-34
Reports to Unitholders 15 A-28
Repurchase of Units by Sponsor 20 A-33
Risk Factors 3 A-1
Sales Charge 6 A-13
Sponsor, Information About 23 A-36
State Tax Status 3 8-26
Successor Trustees and Sponsors 22 A-35
Tax Status of Unitholders 11 A-19
Trustee, Information About 22 A-35
Trust Indenture, Amendment and Termination 24 A-37
Unit Value 16 A-29
</TABLE>
2
<PAGE>
ESTIMATED LONG TERM RETURNS
AND
ESTIMATED CURRENT RETURNS FOR THE TRUSTS
Following are the Estimated Long Term and Estimated Current Returns for each
Trust on the business day prior to the Date of Deposit, under the monthly,
quarterly and semi-annual plans of distribution (SEE SECTION 3):
ESTIMATED LONG TERM RETURNS
<TABLE>
<CAPTION>
PLAN OF DISTRIBUTION
----------------------------------------
TRUST MONTHLY QUARTERLY SEMI-ANNUAL
<S> <C> <C> <C>
--------------------------------------------------------------------------------------
Maryland Traditional Trust 305........... 5.53% 5.56% 5.58%
North Carolina Traditional Trust 287..... 5.52% 5.54% 5.56%
Short Intermediate Insured Trust 40...... 4.73% 4.76% 4.78%
</TABLE>
ESTIMATED CURRENT RETURNS
<TABLE>
<CAPTION>
PLAN OF DISTRIBUTION
----------------------------------------
TRUST MONTHLY QUARTERLY SEMI-ANNUAL
<S> <C> <C> <C>
--------------------------------------------------------------------------------------
Maryland Traditional Trust 305........... 5.46% 5.49% 5.51%
North Carolina Traditional Trust 287..... 5.44% 5.47% 5.49%
Short Intermediate Insured Trust 40...... 4.42% 4.45% 4.47%
</TABLE>
The Estimated Long Term Return for each Trust is a measure of the return to
the investor earned over the estimated life of the Trust. The Estimated Long
Term Return represents an average of the yields to maturity (or call) of the
Bonds in the Trust's portfolio calculated in accordance with accepted bond
practice and adjusted to reflect expenses and sales charges. Under accepted bond
practice, tax-exempt bonds are customarily offered to investors on a "yield
price" basis, which involves computation of yield to maturity or to an earlier
call date (whichever produces the lower yield), and which takes into account not
only the interest payable on the bonds but also the amortization or accretion to
a specified date of any premium over or discount from the par (maturity) value
in the bond's purchase price. In calculating Estimated Long Term Return, the
average yield for the Trust's portfolio is derived by weighting each Bond's
yield by the market value of the Bond and by the amount of time remaining to the
date to which the Bond is priced. Once the average portfolio yield is computed,
this figure is then reduced to reflect estimated expenses and the effect of the
maximum sales charge paid by investors. The Estimated Long Term Return and
Estimated Current Return calculations do not take into account the effect of a
first distribution which may be less than a regular distribution or may be paid
at some point after 30 days (or a second distribution which may be less than a
normal distribution for Unitholders who choose quarterly or semi-annual plans of
distribution), and it also does not take into account the difference in timing
of payments to Unitholders who choose quarterly or semi-annual plans of
distribution, each of which will reduce the return.
Estimated Current Return is computed by dividing the Net Annual Interest
Income per Unit by the Public Offering Price. In contrast to Estimated Long Term
Return, Estimated Current Return does not reflect the amortization of premium or
accretion of discount, if any, on the Bonds in the Trust's portfolio. Net Annual
Interest Income per Unit is calculated by dividing the annual interest income to
the Trust, less estimated expenses, by the number of Units outstanding.
Net Annual Interest Income per Unit, used to calculate Estimated Current
Return, will vary with changes in fees and expenses of the Trustee and the
Evaluator and with the redemption, maturity, exchange or sale of Bonds. A Trust
may experience expenses and portfolio changes different from those assumed in
the calculation of Estimated Long Term Return. There thus can be no assurance
that the Estimated Current Returns or the Estimated Long Term Returns quoted
herein will be realized in the future. Both the Estimated Current Return and the
Estimated Long Term Return quoted herein are based on the market value of the
underlying Bonds on the business day prior to the Date of Deposit; subsequent
calculations of these performance measures will reflect the then current market
value of the underlying Bonds and may be higher or lower. For more information,
see Section 9. The Sponsor will provide estimated cash flow information relating
to a Trust without charge to each potential investor in a Trust who receives
this prospectus and makes an oral or written request to the Sponsor for such
information.
3
<PAGE>
ESSENTIAL INFORMATION REGARDING THE TRUSTS ON
MARCH 23, 1995+
Sponsor and Evaluator...... John Nuveen & Co. Incorporated
Trustee........... United States Trust Company of New York
-------------------------------------------
The income, expense and distribution data set forth below have been calculated
for Unitholders receiving MONTHLY distributions. Unitholders choosing
distributions quarterly or semi-annually will receive slightly higher returns
because of the lower Trustee's fees and expenses under such plans. (SEE SECTION
3 FOR DATA RELATING TO THESE PLANS.)
<TABLE>
<CAPTION>
SHORT
MARYLAND NORTH CAROLINA INTERMEDIATE
TRADITIONAL TRADITIONAL INSURED
TRUST 305 TRUST 287 TRUST 40
<S> <C> <C> <C>
--------------- --------------- ---------------
Principal Amount of Bonds in Trust................ $ 3,500,000 $ 3,500,000 $ 7,500,000
Number of Units................................... 35,000 35,000 75,000
Fractional Undivided Interest in Trust Per Unit... 1/35,000 1/35,000 1/75,000
Public Offering Price--Less than 500 Units
Aggregate Offering Price of Bonds in Trust.... $ 3,310,679 $ 3,352,645 $ 7,401,885
Divided by Number of Units.................... $ 94.59 $ 95.79 $ 98.69
Plus Sales Charge*............................ $ 4.87 $ 4.94 $ 3.05
Public Offering Price Per Unit(1)............. $ 99.46 $ 100.73 $ 101.74
Redemption Price Per Unit (exclusive of accrued
interest)....................................... $ 94.11 $ 95.29 $ 98.44
Sponsor's Initial Repurchase Price Per Unit
(exclusive of accrued interest)................. $ 94.59 $ 95.79 $ 98.69
Excess of Public Offering Price Per Unit over
Redemption Price Per Unit....................... $ 5.35 $ 5.44 $ 3.30
Excess of Public Offering Price Per Unit over
Sponsor's Repurchase Price Per Unit............. $ 4.87 $ 4.94 $ 3.05
Calculation of Estimated Net Annual Interest
Income Per Unit
Annual Interest Income(2)..................... $ 5.6429 $ 5.6968 $ 4.6906
Less Estimated Annual Expense................. $ .2153 $ .2194 $ .1996
--------------- --------------- ---------------
Estimated Net Annual Interest Income(3)....... $ 5.4276 $ 5.4774 $ 4.4910
Daily Rate of Accrual Per Unit.................... $ .01507 $ .01521 $ .01247
Estimated Current Return(4)....................... 5.46% 5.44% 4.42%
Estimated Long Term Return(4)..................... 5.53% 5.52% 4.73%
BECAUSE CERTAIN OF THE BONDS IN THE TRUSTS WILL NOT BE DELIVERED TO THE TRUSTEE UNTIL AFTER THE SETTLEMENT
DATE FOR A PURCHASE OF UNITS MADE ON THE DATE OF DEPOSIT, INTEREST THAT ACCRUES ON THOSE BONDS BETWEEN THE
DATE OF DEPOSIT AND SUCH DELIVERY DATE WILL BE TREATED AS A RETURN OF PRINCIPAL RATHER THAN AS TAX-EXEMPT
INCOME. THE AMOUNT OF ANY SUCH RETURN OF PRINCIPAL IS NOT INCLUDED IN THE ANNUAL INTEREST INCOME SHOWN
ABOVE. FOR THE VARIOUS TRUSTS, THE FOLLOWING SETS FORTH THE LATEST SCHEDULED BOND DELIVERY DATE, THE AMOUNT
PER UNIT THAT WILL BE TREATED AS A RETURN OF PRINCIPAL TO UNITHOLDERS WHO PURCHASE ON THE DATE OF DEPOSIT,
AND THE ESTIMATED CURRENT RETURN AFTER THE FIRST YEAR, ASSUMING THE PORTFOLIO AND ESTIMATED ANNUAL EXPENSES
DO NOT VARY FROM THAT SET FORTH ABOVE (SEE SECTIONS 3 AND 12 AND THE "SCHEDULES OF INVESTMENTS"):
LATEST SCHEDULED PER UNIT ESTIMATED CURRENT RETURN
DELIVERY DATE RETURN OF PRINCIPAL AFTER THE FIRST YEAR
------------------ -------------------- -------------------------
NORTH CAROLINA TRADITIONAL
TRUST......................... APRIL 7, 1995 $ .01 5.45 %
SHORT INTERMEDIATE INSURED
TRUST......................... APRIL 25, 1995 $ .06 4.47 %
<FN>
----------
Evaluations for purpose of sale, purchase or redemption of Units are made as of 4 p.m. Eastern time on the business day next
following receipt of an order by the Sponsor or Trustee. (See Section 6.)
+ The business day prior to the Date of Deposit.
* National and State, 5.152%; Long Intermediate, 4.439%; Intermediate, 4.058%; Short Intermediate, 3.093%; Short Term, 2.564%
(4.9%, 4.25%, 3.9%, 3.0% and 2.5% of the Public Offering Prices, respectively.)
(1) Units are offered at the Public Offering Price plus accrued interest from the preceding Record Date to, but not including,
the date of settlement (normally five business days after purchase). The Date of Deposit of the Fund has been designated as
the First Record Date for all plans of distribution of the Trusts and, accordingly, for Units purchased on the Date of
Deposit, the following amounts of accrued interest to the Settlement Date will be added to the Public Offering Prices:
Maryland Traditional Trust--$.11, North Carolina Traditional Trust--$.11 and Short Intermediate Insured Trust--$.09. (See
Section 8.)
(2) Assumes delivery of all Bonds. (See Section 4.) Interest income does not include accretion of original issue discount on
"zero coupon" Bonds, Stripped Obligations or other original issue discount Bonds. (See "General Trust Information" in Section
3.)
(3) The amount and timing of interest distributions from each Trust under the various plans of distribution are shown in Section
3.
(4) Estimated Long Term Return for each Trust represents the average of the yields to maturity (or call) of the Bonds in the
Trust's portfolio calculated in accordance with accepted bond practices and adjusted to reflect expenses and sales charges.
Estimated Current Return is computed by dividing the Net Annual Interest Income per Unit by the Public Offering Price, and in
contrast to Estimated Long Term Return does not reflect the amortization of premium or accretion of discount, if any. For
more information see page 3 and Section 9.
</TABLE>
4
<PAGE>
ESSENTIAL INFORMATION REGARDING THE TRUSTS
(CONTINUED)
<TABLE>
<S> <C>
Record Dates............................................................See Section 13
Distribution Dates......................................................See Section 13
Minimum Principal Distribution..........................................$0.10 Per Unit
Date Trusts Established.................................................March 24, 1995
Settlement Date.........................................................March 31, 1995
Mandatory Termination Date..............................................See Section 24
Minimum Value of Each Trust.............................................See Section 24
Sponsor's Annual Evaluation Fee.............$0.17 per $1,000 principal amount of Bonds
Trustee's Annual Fees:
</TABLE>
<TABLE>
<CAPTION>
PLAN OF DISTRIBUTION
----------------------------------------------
TRUST MONTHLY QUARTERLY SEMI-ANNUAL
----------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Maryland Traditional Trust 305........... $1.5788 $1.2588 $1.0688
North Carolina Traditional Trust 287..... 1.6193 1.2993 1.1093
Short Intermediate Insured Trust 40...... 1.5441 1.2241 1.0341
------------
* Each Trustee annual fee is per $1,000 principal amount of the underlying Bonds in a Trust
for that portion of the Trust that represents a particular plan of distribution.
</TABLE>
CUSIP Numbers:
<TABLE>
<CAPTION>
TRUST MONTHLY QUARTERLY SEMI-ANNUAL
----------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Maryland Traditional Trust 305........... 67101L 852 67101L 860 67101L 878
North Carolina Traditional Trust 287..... 6710A2 318 6710A2 326 6710A2 334
Short Intermediate Insured Trust 40...... 6710A0 494 6710A0 502 6710A0 510
</TABLE>
------------------------
THE NUVEEN TAX-EXEMPT UNIT TRUST
SERIES 792
1. WHAT IS THE NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 792?
Series 792 of the Nuveen Tax-Exempt Unit Trust is one of a series of separate
but similar investment companies created by the Sponsor, each of which is
designated by a different Series number. This Series consists of three
underlying separate unit investment trusts, combined under one trust indenture
and agreement, designated Maryland Traditional Trust 305, North Carolina
Traditional Trust 287 and Short Intermediate Insured Trust 40. The various
trusts are collectively referred to herein as the "Trusts"; the trusts in which
few or none of the Bonds are insured are sometimes referred to as the
"Traditional Trusts", the trusts in which all of the Bonds are insured as
described herein are sometimes referred to as the "Insured Trusts", and the
state trusts (both Traditional and Insured) are sometimes referred to as the
"State Trusts." This Series was created under the laws of the State of New York
pursuant to a Trust Indenture and Agreement dated March 24, 1995 (the
"Indenture") between John Nuveen & Co. Incorporated (the "Sponsor") and United
States Trust Company of New York (the "Trustee").
5
<PAGE>
The Sponsor has deposited with the Trustee delivery statements relating to
contracts for the purchase of municipal debt obligations together with funds
represented by an irrevocable letter of credit issued by a major commercial bank
in the amount, including accrued interest, required for their purchase (or the
obligations themselves) in the principal amount of $14,500,000 (the "Bonds"),
which initially constitute the underlying securities of the Trusts. Bonds may
include fixed rate obligations with regularly scheduled interest payments, zero
coupon bonds and stripped obligations, which represent evidences of ownership
interests with respect to either a principal payment or a payment of interest on
a tax-exempt obligation ("Stripped Obligations"). See "SUMMARY OF PORTFOLIOS"
and "GENERAL TRUST INFORMATION" for a discussion of zero coupon bonds and
Stripped Obligations. The following principal amounts were deposited in each
Trust: $3,500,000 in the Maryland Traditional Trust, $3,500,000 in the North
Carolina Traditional Trust and $7,500,000 in the Short Intermediate Insured
Trust. Some of the delivery statements may relate to contracts for the purchase
of "when issued" or other Bonds with delivery dates after the date of settlement
for a purchase made on the Date of Deposit. See the "Schedules of Investments"
and Section 4. For a discussion of the Sponsor's obligations in the event of a
failure of any contract for the purchase of any of the Bonds and its limited
right to substitute other bonds to replace any failed contract, see Section 4.
Payment of interest on the Bonds in each Insured Trust, and of principal at
maturity, is guaranteed under policies of insurance obtained by the Sponsor or
by the issuers of the Bonds. (See Section 5.) As a general matter, neither the
issuer nor the Sponsor has obtained insurance with respect to the Bonds in any
Traditional Trust.
The Trustee has delivered to the Sponsor registered Units for 35,000 Units
of the Maryland Traditional Trust, 35,000 Units of the North Carolina
Traditional Trust and 75,000 Units of the Short Intermediate Insured Trust,
which together represent ownership of the entire Series, and which are offered
for sale by this Prospectus. Each Unit of a Trust represents a fractional
undivided interest in the principal and net income of such Trust in the ratio of
10 Units for each $1,000 principal value of Bonds initially deposited in such
Trust. Only Units of the Short Intermediate Insured Trust are offered for sale
to Virginia and Washington residents by this Prospectus.
2. WHAT ARE THE OBJECTIVES OF THE TRUSTS?
The objectives of the Trusts are income exempt from Federal income tax and, in
the case of State Trusts, where applicable, state income and intangibles taxes,
and conservation of capital, through an investment in obligations issued by or
on behalf of states and territories of the United States and authorities and
political subdivisions thereof, the interest on which is, in the opinion of
recognized bond counsel to the issuing governmental authorities, exempt from
Federal income tax under existing law. Bonds in any State Trust have been issued
primarily by or on behalf of the State for which such Trust is named and
counties, municipalities, authorities and political subdivisions thereof, the
interest on which Bonds is, in the opinion of bond counsel, exempt from Federal
and certain state income tax and intangibles taxes, if any, for purchasers who
qualify as residents of that State. Insurance guaranteeing the timely payment,
when due, of all principal and interest on the Bonds in each Insured Trust has
been obtained by the Sponsor or by the issuers of such Bonds from Municipal Bond
Investors Assurance Corporation, and as a result of such insurance the
obligations in the Insured Trusts are rated "Aaa" by Moody's Investors Service,
Inc. and "AAA" by Standard & Poor's Corporation. (SEE SECTION 5) All obligations
in each Traditional Trust are rated in the
6
<PAGE>
category "A" or better (SP-1 or MIG 2 or better in the case of short term
obligations included in a Short Term Traditional Trust) by Standard & Poor's
Corporation or Moody's Investors Service, Inc. (including provisional or
conditional ratings). In addition, certain Bonds in certain Traditional Trusts
may be covered by insurance guaranteeing the timely payment, when due, of all
principal and interest. (SEE SECTION 3.) The portfolios of National and State
Trusts consist of long-term (approximately 15 to 40 year maturities)
obligations; those of Long Intermediate Trusts consist of intermediate to long
term (approximately 11 to 19 year maturities) obligations; those of Intermediate
Trusts consist of intermediate term (approximately 5 to 15 year maturities)
obligations; those of Short Intermediate Trusts consist of short to intermediate
term (approximately 3 to 7 year maturities) obligations; and those of Short Term
Trusts consist of short term (approximately 1 to 5 year maturities) obligations.
There is, of course, no guarantee that the Trusts' objectives will be achieved.
For a comparison of net after-tax return for various tax brackets see the
"Taxable Equivalent Estimated Current Return Tables" included in this
Prospectus.
Each Trust consists of fixed-rate municipal debt obligations. Because of
this an investment in a Trust should be made with an understanding of the risks
which an investment in such debt obligations may entail, including the risk that
the value of the debt obligations and therefore of the Units will decline with
increases in interest rates. In general, the longer the period until the
maturity of a Bond, the more sensitive its value will be to fluctuations in
interest rates. During the past decade, there have been substantial fluctuations
in interest rates, and, accordingly, in the value of debt obligations. The
Sponsor cannot predict whether such fluctuations will recur.
3. SUMMARY OF PORTFOLIOS
In selecting Bonds for the respective Trusts, the following factors, among
others, were considered: (i) the Standard & Poor's Corporation rating of the
Bonds or the Moody's Investors Service, Inc. rating of the Bonds (see Section 2
for a description of minimum rating standards), (ii) the prices of the Bonds
relative to other bonds of comparable quality and maturity, (iii) the
diversification of Bonds as to purpose of issue and location of issuer, (iv) the
maturity dates of the Bonds, and (v) in the case of the Insured Trusts only, the
availability of Municipal Bond Investors Assurance Corporation insurance on such
Bonds.
In order for Bonds in the Insured Trusts to be eligible for Municipal Bond
Investors Assurance Corporation insurance, they must have credit characteristics
which, in the opinion of the insurer, would qualify them as "investment grade"
obligations. Insurance is not a substitute for the basic credit of an issuer,
but supplements the existing credit and provides additional security therefor.
(SEE SECTION 5.)
Certain bonds may carry a "mandatory put" (also referred to as a "mandatory
tender" or "mandatory repurchase") feature pursuant to which the holder of such
bonds will receive payment of the full principal amount thereof on a stated date
prior to the maturity date unless such holder affirmatively acts to retain the
bond. Under the Indenture, the Trustee does not have the authority to act to
retain Bonds with such features; accordingly, it will receive payment of the
full principal amount of any such Bonds on the stated put date and such date is
therefore treated as the maturity date of such Bonds in selecting Bonds for the
respective Trusts and for purposes of calculating the average maturity of the
Bonds in any Trust.
7
<PAGE>
MARYLAND TRADITIONAL TRUST 305
The Portfolio of Maryland Traditional Trust 305 consists of 8 obligations
issued by entities located in Maryland and one obligation issued by an entity
located in the Territory of Puerto Rico. Three Bonds in the Trust are general
obligations of the governmental entities issuing them and are backed by the
taxing powers thereof. Six Bonds in the Trust are payable as to principal and
interest from the income of a specific project or authority and are not
supported by the issuer's power to levy taxes. The sources of payment for these
Bonds are divided as follows: Health Care Facility Revenue, 2; Multi-Family
Housing Revenue, 1; Municipal Lease Revenue, 1; Water and/or Sewer Revenue, 2.
Nine issues in the Trust were rated by Standard & Poor's Corporation as follows:
5--AAA, 1--AA+, 2--AA, 1--AA-. Nine issues were rated by Moody's Investors
Service, Inc. as follows: 5--Aaa, 1-- Aa1, 3--Aa.
At the Date of Deposit, the average maturity of the Bonds in the Maryland
Traditional Trust is 24.9 years. The average maturity of the Bonds in a Trust is
calculated based upon the stated maturities of the Bonds in such Trust (or, with
respect to Bonds for which funds or securities have been placed in escrow to
redeem such Bonds on a stated call date, based upon such call date). The average
maturity of the Bonds in a Trust may increase or decrease from time to time as
Bonds mature or are called or sold.
Approximately 35.0% of the aggregate principal amount of the Bonds in the
Trust (accounting for approximately 32.5% of the aggregate offering price of the
Bonds) are original issue discount bonds. See "GENERAL TRUST
INFORMATION--ORIGINAL ISSUE DISCOUNT BONDS AND STRIPPED OBLIGATIONS" for a
discussion of the characteristics of such bonds and of the risks associated
therewith.
Approximately 29% of the aggregate principal amount of the Bonds in the
Trust are obligations of issuers whose revenues are primarily derived from
hospitals or other health care services. The source of payment for certain of
these Bonds, accounting for 14% of the Trust (included in the above percentage),
is insured by a commercial insurer. Consequently, the credit ratings of such
Bonds essentially reflect the strength of the insurance or guarantee and,
depending upon the actual structure of the bond issue, are typically rated "Aaa"
or "Aa" by Moody's or "AAA" or "AA" by Standard & Poor's.
For a discussion of the risks associated with investments in the bonds of
various issuers, see "General Trust Information" in this section.
The Sponsor entered into contracts to acquire the Bonds between March 16,
1995 and March 23, 1995. The following summarizes certain information about the
Bonds as of the business day prior to the Date of Deposit:
<TABLE>
<CAPTION>
DIFFERENCE BETWEEN TRUSTEE'S
DETERMINATION OF OFFERING PRICE AND
COST TO PROFIT (OR LOSS) ANNUAL INTEREST BID PRICE THE BID PRICE
SPONSOR TO SPONSOR INCOME TO TRUST OF BONDS (AS % OF PRINCIPAL AMOUNT)
---------- ----------------- ---------------- ---------- -----------------------------------
<S> <C> <C> <C> <C>
$3,295,158 $15,521 $197,500 $3,294,023 .48%
</TABLE>
Neither cost to Sponsor nor profit (or loss) to Sponsor reflects
underwriting profits or losses received or incurred by the Sponsor through its
participation in underwriting syndicates. An underwriter or underwriting
syndicate purchases bonds from the issuer on a negotiated or competitive bid
basis as principal with the motive of marketing such bonds to investors at a
profit. The Sponsor did not participate as either the sole underwriter or as
8
<PAGE>
a manager or member of a syndicate that acted as the original underwriter of any
of the Bonds.
Unitholders may elect to have interest distributions made on a monthly,
quarterly or semi-annual basis. The interest on the Bonds initially deposited in
the Maryland Traditional Trust, less estimated expenses, is estimated to accrue
at the rate of $.01521 per Unit per day under the semi-annual plan of
distribution, $.01516 per Unit per day under the quarterly plan of distribution
and $.01507 per Unit per day under the monthly plan of distribution. It is
anticipated that the amount of interest to be distributed per Unit in each year
under each plan of distribution will initially be substantially equal to the
Estimated Net Annual Interest Income per Unit for that plan.
Details of interest distributions per Unit of the Maryland Traditional Trust
under the various plans appear in the following table based upon estimated Net
Annual Interest Income at the Date of Deposit:
<TABLE>
<CAPTION>
NORMAL
DISTRIBUTIONS
MARYLAND TRADITIONAL TRUST 1995 1996 PER YEAR
<S> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------- --------------
Record Date*.......................... 5/1 8/1 11/1 2/1
Distribution Date..................... 5/15 8/15 11/15 2/15
--------------------------------------------------------------------------------------------------------------------
Monthly Distribution Plan............. $ .5575(1) $ 5.4276
-------- $.4521 every month --------
Quarterly Distribution Plan........... $ .5575(1) $ 1.3644(2) $ 1.3644 $ 1.3644 $ 5.4596
Semi-Annual Distribution Plan......... $ .5575(1) $ 2.7378(3) $ 5.4786
--------------------------------------------------------------------------------------------------------------------
<FN>
* Record Dates for semi-annual distributions are May 1 and November 1; for quarterly distributions, they are February 1, May 1,
August 1 and November 1. Record Dates for monthly distributions are the first day of each month.
(1) The first distribution will be paid to all Unitholders, regardless of the distribution plan selected. Such distribution may
be more or less than a regular monthly distribution.
(2) Regular 3-month distribution.
(3) Regular 6-month distribution.
</TABLE>
The accrual amounts set forth above, and in turn the amount of interest to
be distributed annually per Unit, will generally change as Bonds are redeemed,
mature or are sold or as fees and expenses increase or decrease.
TAX STATUS--MARYLAND TRADITIONAL TRUST
For a discussion of the Federal tax status of income earned on Maryland
Traditional Trust Units, see Section 11.
The assets of the Maryland Traditional Trust will consist of
interest-bearing obligations issued by or on behalf of the State of Maryland,
its political subdivisions and authorities and, provided the interest thereon is
exempt from State income taxes by the laws or treaties of the United States,
obligations issued by or on behalf of the United States' territories or
possessions, including Puerto Rico, Guam and the Virgin Islands, their political
subdivisions and authorities (the "Maryland Bonds").
In the opinion of Venable, Baetjer and Howard, special counsel for the
Series for Maryland tax matters, under existing law:
For Maryland state and local income tax purposes, the Maryland
Traditional Trust will not be taxable as an association, and the income of
the Maryland Traditional Trust will be treated as the income of the
Unitholders.
For Maryland state and local tax purposes, interest on the Maryland
Bonds which is exempt from Maryland state and local income tax when received
by the Maryland
9
<PAGE>
Traditional Trust, and which would be exempt from Maryland state and local
income tax if received directly by a Unitholder, will retain its status as
tax-exempt interest when received by the Maryland Traditional Trust and
distributed to the Unitholders.
Interest derived from the Maryland Traditional Trust by a Unitholder
with respect to the Maryland Bonds will not be subject to Maryland state or
local income taxes; provided that interest or profit derived from the
Maryland Traditional Trust by a financial institution, as defined in Section
8-101(c) of the Tax-General Article of the Annotated Code of Maryland, will
be subject to the Maryland state franchise tax on financial institutions,
except to the extent such interest is expressly exempt from the Maryland
state franchise tax by the statutes which authorize the issuance of such
Maryland Bonds (See Section 8-204 of the Tax General Article of the
Annotated Code of Maryland).
A Unitholder will not be subject to Maryland state or local income tax
with respect to gain realized when Maryland Bonds held in the Maryland
Traditional Trust are sold, redeemed, or paid at maturity, except with
respect to gain realized upon a sale, redemption or payment at maturity of
such Maryland Bonds as are issued by or on behalf of United States
territories or possessions, their political subdivisions and authorities;
such gain will equal the proceeds of sale, redemption or payment, less the
tax basis of the Maryland Bonds (adjusted to reflect (a) the amortization of
Bond premium or discount, and (b) the deposit in the Maryland Traditional
Trust after the Unitholder's settlement date of Maryland Bonds with accrued
interest).
Although the matter is not free from doubt, gain realized by a
Unitholder from the redemption, sale or other disposition of a Maryland
Traditional Trust Unit (i) will be subject to Maryland state income tax
except in the case of individual Unitholders who are not Maryland residents,
and (ii) will be subject to Maryland local income tax in the case of
individual Unitholders who are Maryland residents.
If interest on indebtedness incurred or continued by a Unitholder to
purchase Units in the Maryland Traditional Trust is not deductible for
Federal income tax purposes, it will also be nondeductible for Maryland
state income tax purposes and, if applicable, local income tax purposes.
Maryland Traditional Trust Units will be subject to Maryland inheritance
and estate tax only if held by Maryland residents. Neither the Maryland
Bonds nor the Maryland Traditional Trust Units will be subject to Maryland
personal property tax, sales tax or use tax.
ECONOMIC FACTORS--MARYLAND
Some of the significant financial considerations relating to the investments
of the Maryland Traditional Trust are summarized below. This information is
derived principally from official statements and preliminary official statements
released on or before May 13, 1992, relating to issues of Maryland obligations
and does not purport to be a complete description.
The State's total expenditures for the fiscal years ending June 30, 1990,
June 30, 1991 and June 30, 1992 were $11.019, $11.304 and $11.657 billion,
respectively. As of January 13, 1993, it was estimated that total expenditures
for fiscal 1993 would be $11.897 billion. The State's General Fund, representing
approximately 55%-60% of each year's total budget, had a surplus on a budgetary
basis of $57 million in fiscal year 1990, $55 thousand in fiscal year 1991, and
a deficit of $56 million in fiscal 1992. The Governor of Maryland reduced fiscal
10
<PAGE>
1993 appropriations by $56 million to offset the fiscal 1992 deficit. The State
Constitution mandates a balanced budget.
The 1993 fiscal year budget was enacted in April 1992 which, together with
legislation enacted in 1992, involved the transfer of certain funds, new fees
and taxes, and alteration of certain statutory State expenditure programs. When
the 1993 budget was enacted, it was estimated that the General Fund surplus at
June 30, 1993 would be approximately $10 million on a budgetary basis. During
the final months of fiscal year 1992 and the initial months of fiscal year 1993,
collections of State revenues were below the levels estimated at the time of the
adoption of the 1993 budget. The Governor proposed a cost containment plan to
address this revenue shortfall and to provide reserves to finance potential
deficiency appropriations. On September 30, 1992, the Board of Public Works
approved the Governor's proposal to reduce General Fund appropriations by $168
million. The Board of Public Works also approved the Governor's proposal to
reduce the special fund appropriations for the Department of Transportation by
$30 million. Legislation was introduced at the 1993 session of the General
Assembly to transfer this $30 million to the General Fund, as well as $10
million from various other special funds. In a special session held in November,
1992, the General Assembly enacted legislation reducing State aid to local
governments by $147 million. In addition, other elements of the governor's
original cost containment plan are in the process of being implemented or
revised.
The public indebtedness of Maryland and its instrumentalities is divided
into three basic types. The State issues general obligation bonds, to the
payment of which the State ad valorem property tax is exclusively pledged, for
capital improvements and for various State-sponsored projects. The Department of
Transportation of Maryland issues limited, special obligation bonds for
transportation purposes payable primarily from specific, fixed-rate excise taxes
and other revenues related mainly to highway use. Certain authorities issue
obligations payable solely from specific non-tax enterprise fund revenues and
for which the State has no liability and has given no moral obligation
assurance.
According to the most recent available ratings, general obligation bonds of
the State of Maryland are rated "Aaa" by Moody's and "AAA" by Standard & Poor's
Corporation, as are those of Baltimore County, a separate political entity
surrounding Baltimore City. General obligation bonds of Montgomery County,
located in the suburbs of Washington, D.C., are rated "Aaa" by Moody's and "AAA"
by Standard & Poor's Corporation. General obligation bonds of Prince George's
County, the second largest metropolitan county, which is also in the suburbs of
Washington, D.C., are rated "A1" by Moody's and "AA-" by Standard & Poor's
Corporation. The general obligation bonds of those other counties of the State
that are rated by Moody's carry an "A" rating or better except for those of
Allegany County, which are rated "Baa". The most populous municipality in
Maryland is Baltimore City, the general obligaton bonds of which are rated "A1"
by Moody's and "A" by Standard & Poor's Corporation. The majority of Maryland
Health and Higher Education Authority and State Department of Transportation
revenue bond issues have received an "A" rating or better from Moody's.
While the ratings and other factors mentioned above indicate that Maryland
and its principal subdivisions and agencies are addressing the effects of the
economic recession and, overall, are in satisfactory economic health, there can,
of course, be no assurance that this will continue or that particular bond
issues may not be adversely affected by changes in state or local economic or
political conditions.
11
<PAGE>
MARYLAND TAXABLE ESTIMATED CURRENT RETURN TABLE
The following tables show the approximate taxable estimated current returns
for individuals that are equivalent to tax-exempt estimated current returns
under combined Federal, state and local taxes, using published 1995 marginal
Federal tax rates and marginal state and local tax rates currently available and
scheduled to be in effect*. The tables incorporate increased tax rates for
higher-income taxpayers that were included in the Revenue Reconciliation Act of
1993. Except as indicated below, for cases in which more than one state bracket
falls within a Federal bracket, the highest state bracket is combined with the
Federal bracket. The combined state, local and Federal tax brackets shown
reflect the fact that state tax payments are currently deductible for Federal
tax purposes. The tables illustrate what you would have to earn on taxable
investments to equal the tax-exempt estimated current return for your income tax
bracket. A taxpayer's marginal tax rate is affected by both his taxable income
and his adjusted gross income. Locate your adjusted gross and your taxable
income (which is your adjusted gross income reduced by any deductions and
exemptions), then locate your tax bracket based on joint or single tax filing.
Read across to the equivalent taxable estimated current return you would need to
match the tax-free income.
COMBINED MARGINAL TAX RATES FOR JOINT TAXPAYERS WITH FOUR PERSONAL EXEMPTIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FEDERAL COMBINED
FEDERAL ADJUSTED STATE*,
TAXABLE GROSS LOCAL AND TAX-EXEMPT ESTIMATED CURRENT RETURN
INCOME INCOME FEDERAL --------------------------------------------------------------
(1,000'S) (1,000'S) TAX RATE1 5.00% 5.25% 5.50% 5.75% 6.00% 6.25% 6.50% 6.75%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 39.0 $ 0-114.7 21.5 % 6.37 6.69 7.01 7.32 7.64 7.96 8.28 8.60
39.0- 94.3 0-114.7 33.5 7.52 7.89 8.27 8.65 9.02 9.40 9.77 10.15
114.7-172.1 34.0 7.58 7.95 8.33 8.71 9.09 9.47 9.85 10.23
94.3-143.6 0-114.7 36.0 7.81 8.20 8.59 8.98 9.38 9.77 10.16 10.55
114.7-172.1 37.0 7.94 8.33 8.73 9.13 9.52 9.92 10.32 10.71
172.1-294.6 39.5 8.26 8.68 9.09 9.50 9.92 10.33 10.74 11.16
143.6-150.0 114.7-172.1 42.0 8.62 9.05 9.48 9.91 10.34 10.78 11.21 11.64
172.1-294.6 44.5 9.01 9.46 9.91 10.36 10.81 11.26 11.71 12.16
150.0-256.5 114.7-172.1 42.5 8.70 9.13 9.57 10.00 10.43 10.87 11.30 11.74
172.1-294.6 45.5 9.17 9.63 10.09 10.55 11.01 11.47 11.93 12.39
Over 294.6 42.5 2 8.70 9.13 9.57 10.00 10.43 10.87 11.30 11.74
Over 256.5 172.1-294.6 49.0 9.80 10.29 10.78 11.27 11.76 12.25 12.75 13.24
Over 294.6 46.0 3 9.26 9.72 10.19 10.65 11.11 11.57 12.04 12.50
COMBINED MARGINAL TAX RATES FOR SINGLE TAXPAYERS WITH ONE PERSONAL EXEMPTION
-----------------------------------------------------------------------------------------------------------
<CAPTION>
FEDERAL COMBINED
FEDERAL ADJUSTED STATE*,
TAXABLE GROSS LOCAL AND TAX-EXEMPT ESTIMATED CURRENT RETURN
INCOME INCOME FEDERAL --------------------------------------------------------------
(1,000'S) (1,000'S) TAX RATE1 5.00% 5.25% 5.50% 5.75% 6.00% 6.25% 6.50% 6.75%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 23.4 $ 0-114.7 21.5 6.37 6.69 7.01 7.32 7.64 7.96 8.28 8.60
23.4- 56.6 0-114.7 33.5 7.52 7.89 8.27 8.65 9.02 9.40 9.77 10.15
56.6-100.0 0-114.7 36.0 7.81 8.20 8.59 8.98 9.38 9.77 10.16 10.55
114.7-237.2 37.5 8.00 8.40 8.80 9.20 9.60 10.00 10.40 10.80
100.0-118.0 114.7-237.2 38.5 8.13 8.54 8.94 9.35 9.76 10.16 10.57 10.98
118.0-256.5 114.7-237.2 43.5 8.85 9.29 9.73 10.18 10.62 11.06 11.50 11.95
Over 237.2 42.5 2 8.70 9.13 9.57 10.00 10.43 10.87 11.30 11.74
Over 256.5 Over 237.2 46.0 3 9.26 9.72 10.19 10.65 11.11 11.57 12.04 12.50
</TABLE>
------------------
* These tables approximate the effect of the exemption of distributions of
tax-exempt income from the Maryland Trust from county taxes, assuming a rate
equal to 50% of the applicable Maryland state income tax rate. In general,
Maryland local income taxes imposed by various counties are equal to
approximately 50% of the state income tax liability, although Worcester County
currently imposes an income tax equal to 30% of the state income tax liability.
1 The table reflects the effect of the limitations on itemized deductions
and the deduction for personal exemptions. They were designed to phase out
certain benefits of these deductions for higher income taxpayers. These
limitations, in effect, raise the current maximum marginal Federal tax rate to
approximately 44.0 percent for taxpayers filing a joint return and entitled to
four personal exemptions and to approximately 41.0 percent for
12
<PAGE>
taxpayers filing a single return entitled to only one personal exemption. These
limitations are subject to certain maximums, which depend on the number of
exemptions claimed and the total amount of the taxpayer's itemized deductions.
For example, the limitation on itemized deductions will not cause a taxpayer to
lose more than 80% of his allowable itemized deductions, with certain
exceptions.
2 Federal tax rate reverts to 36.0% after the 80% cap on the limitation
on itemized deductions has been met.
3 Federal tax rate reverts to 39.6% after the 80% cap on the limitation
on itemized deductions has been met.
A comparison of tax-free and equivalent taxable estimated current returns
with the returns on various taxable investments is one element to consider in
making an investment decision. The Sponsor may from time to time in its
advertising and sales materials compare the then current estimated returns on
the Trust and returns over specified periods on other similar Nuveen Trusts with
returns on taxable investments such as corporate or U.S. Government bonds, bank
CD's and money market accounts or money market funds, each of which has
investment characteristics that may differ from those of the Trust. U.S.
Government bonds, for example, are backed by the full faith and credit of the
U.S. Government and bank CD's and money market accounts are insured by an agency
of the federal government. Money market accounts and money market funds provide
stability of principal, but pay interest at rates that vary with the condition
of the short-term debt market. The investment characteristics of the Trust are
described more fully elsewhere in this Prospectus.
13
<PAGE>
NUVEEN TAX-EXEMPT UNIT TRUST
SCHEDULE OF INVESTMENTS AT DATE OF DEPOSIT
MARCH 24, 1995
MARYLAND TRADITIONAL TRUST 305
(SERIES 792)
<TABLE>
<CAPTION>
Ratings(3) Trustee's
Optional --------------------- Determination
Aggregate Name of Issuer and Title of Issue Represented Redemption Standard of Offering
Principal by Sponsor's Contracts to Purchase Bonds(1) Provisions(2) & Poor's Moody's Price(4)
<C> <C> <S> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------------
$ 500,000 Maryland Health and Higher Educational 2003 at 100 AA- Aa $ 423,325
Facilities Authority, Refunding Revenue
Bonds, The Johns Hopkins Hospital Issue,
Series 1993, 5.00% Due 7/1/23. (Original
issue discount bonds delivered on or about
June 22, 1993 at a price of 88.683% of
principal amount.)
500,000 Maryland Health and Higher Educational 2004 at 102 AAA Aaa 501,250
Facilities Authority, Revenue Bonds, Maryland
General Hospital Issue, Series 1994, 6.125%
Due 7/1/19. (MBIA Insured.)
175,000 Maryland Water Quality Financing 2004 at 100 AA Aa 175,438
Administration, Revolving Loan Fund Revenue
Bonds, Series 1994 A, 6.00% Due 9/1/15.
(Original issue discount bonds delivered on
or about January 11, 1995 at a price of
93.279% of principal amount.)
500,000 Anne Arundel County, Maryland, Consolidated 2005 at 101 AA+ Aa 515,105
General Improvement Bonds, Series 1995, 6.30%
Due 8/1/24. (General Obligation Bonds.)
250,000 * Baltimore City Housing Corporation, (Maryland), 2003 at 102 AAA Aaa 250,625
Mortgage Revenue Refunding Bonds, Series
1995A (FHA Insured Mortgage Loan-Franklin
Square Section 8 Assisted Project), 6.40% Due
12/1/23. (When issued.) (MBIA Insured.)
500,000 City of Baltimore, Maryland (Mayor and City No Optional Call AAA Aaa 431,385
Council of Baltimore), Project and Refunding
Revenue Bonds (Water Projects), Series
1994-A, 5.00% Due 7/1/24. (Original issue
discount bonds delivered on or about February
24, 1994 at a price of 94.055% of principal
amount.)(FGIC Insured.)
500,000 Prince George's County, Maryland, Certificates 2004 at 102 AAA Aaa 502,045
of Participation (Real Estate Acquisition
Program II), Series 1994, 6.00% Due 9/15/14.
(MBIA Insured.)
525,000 Washington Suburban Sanitary District, Maryland 2004 at 102 AA Aa1 465,596
(Montgomery and Prince George's Counties,
Maryland), Water Supply Refunding Bonds of
1994, 5.00% Due 6/1/14. (General Obligation
Bonds.)
50,000 Commonwealth of Puerto Rico, Public Improvement 2003 at 101 1/2 AAA Aaa 45,910
Refunding Bonds, Series 1993 (General
Obligation Bonds.), 5.25% Due 7/1/18.
(Original issue discount bonds delivered on
or about July 15, 1993 at a price of 93.414%
of principal amount.)(MBIA Insured.)
----------- ---------------
$ 3,500,000 $ 3,310,679
----------- ---------------
----------- ---------------
</TABLE>
See Notes to Schedules of Investments, page 27.
* These Bonds, or a portion thereof, have delivery dates beyond the normal
settlement date. Their expected delivery date is April 3, 1995. Contracts
relating to Bonds with delivery dates after the date of settlement for
purchase made on the Date of Deposit constitute approximately 7% of the
aggregate principal amount of the Trust. (See Section 4.)
14
<PAGE>
NORTH CAROLINA TRADITIONAL TRUST 287
The Portfolio of North Carolina Traditional Trust 287 consists of 7
obligations issued by entities located in North Carolina. Seven Bonds in the
Trust are payable as to principal and interest from the income of a specific
project or authority and are not supported by the issuer's power to levy taxes.
The sources of payment for these Bonds are divided as follows: College and
University Revenue, 1; Electrical System Revenue, 1; Health Care Facility
Revenue, 2; Combination Utility Revenue, 1; Municipal Lease Revenue, 2. Seven
issues in the Trust were rated by Standard & Poor's Corporation as follows:
6--AAA, 1--AA. Seven issues were rated by Moody's Investors Service, Inc. as
follows: 6--Aaa, 1--Aa.
At the Date of Deposit, the average maturity of the Bonds in the North
Carolina Traditional Trust is 25.1 years. The average maturity of the Bonds in a
Trust is calculated based upon the stated maturities of the Bonds in such Trust
(or, with respect to Bonds for which funds or securities have been placed in
escrow to redeem such Bonds on a stated call date, based upon such call date).
The average maturity of the Bonds in a Trust may increase or decrease from time
to time as Bonds mature or are called or sold.
Approximately 28.6% of the aggregate principal amount of the Bonds in the
Trust (accounting for approximately 27.3% of the aggregate offering price of the
Bonds) are original issue discount bonds. See "GENERAL TRUST
INFORMATION--ORIGINAL ISSUE DISCOUNT BONDS AND STRIPPED OBLIGATIONS" for a
discussion of the characteristics of such bonds and of the risks associated
therewith.
Approximately 29% of the aggregate principal amount of the Bonds in the
Trust are obligations of issuers whose revenues are primarily derived from
municipal lease obligations, all of which is covered by insurance. Insurance
guaranteeing prompt payment of interest and principal on certain of the Bonds in
the Trust has been obtained by the issuer or underwriter of such Bonds from a
commercial insurer. Such Bonds are rated "Aaa" or "Aa" by Moody's or "AAA" or
"AA" by Standard & Poor's, reflecting those rating agencies' current assessment
of the creditworthiness of the insurer and its ability to pay claims on its
policies of insurance.
Approximately 29% of the aggregate principal amount of the Bonds in the
Trust are obligations of issuers whose revenues are primarily derived from
hospitals or other health care services. The source of payment for certain of
these Bonds, accounting for 14% of the Trust (included in the above percentage),
is insured by a commercial insurer. Consequently, the credit ratings of such
Bonds essentially reflect the strength of the insurance or guarantee and,
depending upon the actual structure of the bond issue, are typically rated "Aaa"
or "Aa" by Moody's or "AAA" or "AA" by Standard & Poor's.
For a discussion of the risks associated with investments in the bonds of
various issuers, see "General Trust Information" in this section.
The Sponsor entered into contracts to acquire the Bonds on March 22, 1995.
The following summarizes certain information about the Bonds as of the business
day prior to the Date of Deposit:
<TABLE>
<CAPTION>
DIFFERENCE BETWEEN TRUSTEE'S
DETERMINATION OF OFFERING PRICE AND
COST TO PROFIT (OR LOSS) ANNUAL INTEREST BID PRICE THE BID PRICE
SPONSOR TO SPONSOR INCOME TO TRUST OF BONDS (AS % OF PRINCIPAL AMOUNT)
---------- ----------------- ---------------- ---------- -----------------------------------
<S> <C> <C> <C> <C>
$3,339,685 $12,960 $199,875 $3,335,145 .50%
</TABLE>
Neither cost to Sponsor nor profit (or loss) to Sponsor reflects
underwriting profits or losses received or incurred by the Sponsor through its
participation in underwriting syndicates. An underwriter or underwriting
syndicate purchases bonds from the issuer on
15
<PAGE>
a negotiated or competitive bid basis as principal with the motive of marketing
such bonds to investors at a profit. The Sponsor did not participate as either
the sole underwriter or as a manager or member of a syndicate that acted as the
original underwriter of any of the Bonds.
Unitholders may elect to have interest distributions made on a monthly,
quarterly or semi-annual basis. The interest on the Bonds initially deposited in
the North Carolina Traditional Trust, less estimated expenses, is estimated to
accrue at the rate of $.01535 per Unit per day under the semi-annual plan of
distribution, $.01530 per Unit per day under the quarterly plan of distribution
and $.01521 per Unit per day under the monthly plan of distribution. It is
anticipated that the amount of interest to be distributed per Unit in each year
under each plan of distribution will initially be substantially equal to the
Estimated Net Annual Interest Income per Unit for that plan.
Details of interest distributions per Unit of the North Carolina Traditional
Trust under the various plans appear in the following table based upon estimated
Net Annual Interest Income at the Date of Deposit:
<TABLE>
<CAPTION>
NORMAL
DISTRIBUTIONS
NORTH CAROLINA TRADITIONAL TRUST 1995 1996 PER YEAR
<S> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------- --------------
Record Date*.......................... 5/1 8/1 11/1 2/1
Distribution Date..................... 5/15 8/15 11/15 2/15
--------------------------------------------------------------------------------------------------------------------
Monthly Distribution Plan............. $ .5642(1) $ 5.4913
-------- $.4575 every month --------
Quarterly Distribution Plan........... $ .5642(1) $ 1.3806(2) $ 1.3806 $ 1.3806 $ 5.5233
Semi-Annual Distribution Plan......... $ .5642(1) $ 2.7702(3) $ 5.5423
--------------------------------------------------------------------------------------------------------------------
<FN>
* Record Dates for semi-annual distributions are May 1 and November 1; for quarterly distributions, they are February 1, May 1,
August 1 and November 1. Record Dates for monthly distributions are the first day of each month.
(1) The first distribution will be paid to all Unitholders, regardless of the distribution plan selected. Such distribution may
be more or less than a regular monthly distribution.
(2) Regular 3-month distribution.
(3) Regular 6-month distribution.
</TABLE>
The accrual amounts set forth above, and in turn the amount of interest to
be distributed annually per Unit, will generally change as Bonds are redeemed,
mature or are sold or as fees and expenses increase or decrease.
TAX STATUS--NORTH CAROLINA TRADITIONAL TRUST
For a discussion of the Federal tax status of income earned on North
Carolina Traditional Trust Units, see Section 11.
The assets of the Trust will consist of interest-bearing obligations issued
by or on behalf of the State of North Carolina, its political subdivisions and
authorities and, provided the interest thereon is exempt from North Carolina
income taxes by the laws or treaties of the United States, by or on behalf of
the United States territories or possessions (including Puerto Rico, the Virgin
Islands, Guam and the Northern Mariana Islands), their political subdivisions
and authorities (the "North Carolina Bonds").
In the opinion of Moore & Van Allen, special North Carolina counsel for the
Series, under existing law:
The North Carolina Traditional Trust is not an association taxable as a
corporation for North Carolina income tax purposes. Interest on the North
Carolina Bonds which is exempt from North Carolina income tax when received
by the North Carolina Traditional Trust will retain its status as tax-exempt
interest when distributed to Unitholders.
16
<PAGE>
For North Carolina income tax purposes, each Unitholder will have a
taxable event when, upon redemption or sale of his Units, he receives cash
or other property. Gain or loss will be determined by computing the
difference between the proceeds of such a redemption or sale and the
Unitholder's adjusted basis for the Units.
For North Carolina income tax purposes, each Unitholder will have a
taxable event when the North Carolina Traditional Trust disposes of one of
the North Carolina Bonds (whether by sale, payment at maturity, retirement
or otherwise); provided that when any of the North Carolina Bonds held by
the North Carolina Traditional Trust have been issued under an act of the
General Assembly of North Carolina that provides that all income from such
North Carolina Bond, including a profit made from the sale thereof, shall be
free from all taxation by the State of North Carolina, any such profit
received by the Trust will retain its tax-exempt status in the hands of each
Unitholder.
Ownership of the Units representing a pro rata ownership of the North
Carolina Bonds is exempt from the North Carolina tax on intangible personal
property so long as the corpus of the Trust is composed entirely of North
Carolina obligations or is composed entirely of obligations of the United
States and its possessions and North Carolina and at least eighty percent
(80%) of the fair market value of such obligations represents North Carolina
obligations; provided that for this exemption to apply, the Trustee must
periodically provide to the North Carolina Department of Revenue such
information about the North Carolina Traditional Trust as required by
applicable law.
Interest on indebtedness paid or accrued by a Unitholder in connection
with ownership of Units in the North Carolina Traditional Trust will not be
deductible by the Unitholder for North Carolina state income tax purposes.
Amortization of North Carolina Bond premiums is mandatory for North
Carolina state income tax purposes for all North Carolina resident
Unitholders. Amortization for the taxable year is accomplished by lowering
the basis or adjusted basis of the Units, with no deduction against gross
income for the year.
Trust Units will be subject to North Carolina inheritance and estate tax
if owned by a North Carolina resident on the date of his death. Neither the
North Carolina Bonds nor the Units will be subject to the North Carolina
sales tax or use tax.
ECONOMIC FACTORS--NORTH CAROLINA
The economic profile of North Carolina consists primarily of manufacturing,
agriculture, tourism and mining. The North Carolina Employment Security
Commission's preliminary figures indicate that non-agricultural payroll
employment accounted for approximately 3,250,500 jobs in September 1993, the
largest segment of which was the approximately 852,600 in manufacturing. During
the period 1985 to 1990, per capita income in North Carolina grew from
approximately $11,669 to approximately $16,266, an increase of 39.4%.
Agriculture is a basic element in the economy of North Carolina. Gross
agricultural income in 1992 was $5.2 billion, which placed North Carolina tenth
in cash receipts in commodities. A strong agribusiness sector also supports
farmers with farm inputs (fertilizer, insecticide, pesticide and farm machinery)
and processing of commodities produced by farmers (vegetable canning and
cigarette manufacturing).
The North Carolina Department of Commerce, Division of Travel and Tourism,
has reported that in 1992 approximately $7.6 billion was spent on tourism in the
State (up 12.3% from 1989), and that approximately $8.0 billion will have been
spent by the end of fiscal year 1993. The Department also estimated that as of
the third quarter of 1993 approximately 255,000 people were employed in
tourism-related jobs.
17
<PAGE>
The North Carolina Employment Security Commission estimated the North
Carolina unemployment rate in September 1993 to be 3.7% of the labor force (not
seasonably adjusted) and 4.2% (seasonably adjusted), as compared with an
unemployment rate nationwide of 6.4% (not seasonably adjusted) and 6.7%
(seasonably adjusted).
General obligations of the State are currently rated "AAA" and "Aaa" by
Standard & Poor's and Moody's, respectively. There can be no assurance that the
economic conditions in which these ratings, or the ratings of the other bonds in
the Portfolio, are based will continue or that particular bond issues may not be
adversely affected by changes in economic or political conditions, by
uncertainties peculiar to the issuers thereof or the revenue sources from which
they are to be paid. The factual information provided above was derived from
publications of various North Carolina departments or agencies and has not been
independently verified. Investors are encouraged to consult the Schedule of
Investments at Date of Deposit for the North Carolina Traditional Trust and
their own investment advisors regarding the merits of particular bonds in the
Portfolio.
NORTH CAROLINA TAXABLE ESTIMATED CURRENT RETURN TABLE
The following tables show the approximate taxable estimated current returns
for individuals that are equivalent to tax-exempt estimated current returns
under combined Federal and state taxes, using published 1995 marginal Federal
tax rates and marginal state tax rates currently available and scheduled to be
in effect. The tables incorporate increased tax rates for higher-income
taxpayers that were included in the Revenue Reconciliation Act of 1993. For
cases in which more than one state bracket falls within a Federal bracket, the
highest state bracket is combined with the Federal bracket. The combined state
and Federal tax brackets shown reflect the fact that state tax payments are
currently deductible for Federal tax purposes. The tables illustrate what you
would have to earn on taxable investments to equal the tax-exempt estimated
current return for your income tax bracket. A taxpayer's marginal tax rate is
affected by both his taxable income and his adjusted gross income. Locate your
adjusted gross and your taxable income (which is your adjusted gross income
reduced by any deductions and exemptions), then locate your tax bracket based on
joint or single tax filing. Read across to the equivalent taxable estimated
current return you would need to match the tax-free income.
18
<PAGE>
COMBINED MARGINAL TAX RATES FOR JOINT TAXPAYERS WITH FOUR PERSONAL EXEMPTIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FEDERAL
FEDERAL ADJUSTED COMBINED
TAXABLE GROSS STATE AND TAX-EXEMPT ESTIMATED CURRENT RETURN
INCOME INCOME FEDERAL --------------------------------------------------------------
(1,000'S) (1,000'S) TAX RATE1 5.00% 5.25% 5.50% 5.75% 6.00% 6.25% 6.50% 6.75%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 39.0 $ 0-114.7 21.0 % 6.33 6.65 6.96 7.28 7.59 7.91 8.23 8.54
39.0- 94.3 0-114.7 33.0 7.46 7.84 8.21 8.58 8.96 9.33 9.70 10.07
114.7-172.1 34.0 7.58 7.95 8.33 8.71 9.09 9.47 9.85 10.23
94.3-143.6 0-114.7 36.5 7.87 8.27 8.66 9.06 9.45 9.84 10.24 10.63
114.7-172.1 37.0 7.94 8.33 8.73 9.13 9.52 9.92 10.32 10.71
172.1-294.6 39.5 8.26 8.68 9.09 9.50 9.92 10.33 10.74 11.16
143.6-256.5 114.7-172.1 42.0 8.62 9.05 9.48 9.91 10.34 10.78 11.21 11.64
172.1-294.6 44.5 9.01 9.46 9.91 10.36 10.81 11.26 11.71 12.16
Over 294.6 42.0 2 8.62 9.05 9.48 9.91 10.34 10.78 11.21 11.64
Over 256.5 172.1-294.6 48.5 9.71 10.19 10.68 11.17 11.65 12.14 12.62 13.11
Over 294.6 45.5 3 9.17 9.63 10.09 10.55 11.01 11.47 11.93 12.39
</TABLE>
COMBINED MARGINAL TAX RATES FOR SINGLE TAXPAYERS WITH ONE PERSONAL EXEMPTION
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FEDERAL
FEDERAL ADJUSTED COMBINED
TAXABLE GROSS STATE AND TAX-EXEMPT ESTIMATED CURRENT RETURN
INCOME INCOME FEDERAL --------------------------------------------------------------
(1,000'S) (1,000'S) TAX RATE1 5.00% 5.25% 5.50% 5.75% 6.00% 6.25% 6.50% 6.75%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 23.4 $ 0-114.7 21.0 % 6.33 6.65 6.96 7.28 7.59 7.91 8.23 8.54
23.4- 56.6 0-114.7 33.0 7.46 7.84 8.21 8.58 8.96 9.33 9.70 10.07
56.6-118.0 0-114.7 36.5 7.87 8.27 8.66 9.06 9.45 9.84 10.24 10.63
114.7-237.2 38.0 8.06 8.47 8.87 9.27 9.68 10.08 10.48 10.89
118.0-256.5 114.7-237.2 42.5 8.70 9.13 9.57 10.00 10.43 10.87 11.30 11.74
Over 237.2 42.0 2 8.62 9.05 9.48 9.91 10.34 10.78 11.21 11.64
Over 256.5 Over 237.2 45.5 3 9.17 9.63 10.09 10.55 11.01 11.47 11.93 12.39
<FN>
------------------
1 The table reflects the effect of the limitations on itemized deductions and the deduction for personal exemptions. They
were designed to phase out certain benefits of these deductions for higher income taxpayers. These limitations, in effect, raise
the current maximum marginal Federal tax rate to approximately 44.0 percent for taxpayers filing a joint return and entitled to
four personal exemptions and to approximately 41.0 percent for taxpayers filing a single return entitled to only one personal
exemption. These limitations are subject to certain maximums, which depend on the number of exemptions claimed and the total
amount of the taxpayer's itemized deductions. For example, the limitation on itemized deductions will not cause a taxpayer to
lose more than 80% of his allowable itemized deductions, with certain exceptions.
2 Federal tax rate reverts to 36.0% after the 80% cap on the limitation on itemized deductions has been met.
3 Federal tax rate reverts to 39.6% after the 80% cap on the limitation on itemized deductions has been met.
</TABLE>
A comparison of tax-free and equivalent taxable estimated current returns
with the returns on various taxable investments is one element to consider in
making an investment decision. The Sponsor may from time to time in its
advertising and sales materials compare the then current estimated returns on
the Trust and returns over specified periods on other similar Nuveen Trusts with
returns on taxable investments such as corporate or U.S. Government bonds, bank
CD's and money market accounts or money market funds, each of which has
investment characteristics that may differ from those of the Trust. U.S.
Government bonds, for example, are backed by the full faith and credit of the
U.S. Government and bank CD's and money market accounts are insured by an agency
of the federal government. Money market accounts and money market funds provide
stability of principal, but pay interest at rates that vary with the condition
of the short-term debt market. The investment characteristics of the Trust are
described more fully elsewhere in this Prospectus.
19
<PAGE>
NUVEEN TAX-EXEMPT UNIT TRUST
SCHEDULE OF INVESTMENTS AT DATE OF DEPOSIT
MARCH 24, 1995
NORTH CAROLINA TRADITIONAL TRUST 287
(SERIES 792)
<TABLE>
<CAPTION>
Ratings(3) Trustee's
Optional --------------------- Determination
Aggregate Name of Issuer and Title of Issue Represented Redemption Standard of Offering
Principal by Sponsor's Contracts to Purchase Bonds(1) Provisions(2) & Poor's Moody's Price(4)
<C> <C> <S> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------------
$ 500,000 North Carolina Medical Care Commission, 2003 at 102 AA Aa $ 464,465
Hospital Revenue Refunding Bonds
(Presbyterian Health Services Corp. Project),
Series 1993, 5.50% Due 10/1/20.
500,000 North Carolina Municipal Power Agency Number 1, 2003 at 100 AAA Aaa 480,815
Catawba Electric Revenue Bonds, Series 1992,
5.75% Due 1/1/20. (Original issue discount
bonds delivered on or about December 10, 1992
at a price of 92.75% of principal
amount.)(MBIA Insured.)
500,000 Appalachian State University, Utilities System 2004 at 102 AAA Aaa 505,000
Revenue Bonds, Series 1994 of the Board of
Governors of the University of North
Carolina, 6.125% Due 5/15/19. (MBIA Insured.)
500,000 * City of Charlotte, North Carolina, Refunding 2003 at 100 AAA Aaa 433,825
Certificates of Participation (Convention
Facility Project), Series 1993C, 5.00% Due
12/1/21. (Original issue discount bonds
delivered on or about August 25, 1993 at a
price of 90.737% of principal amount.)(AMBAC
Insured.)
500,000 Craven Regional Medical Authority (North 2003 at 102 AAA Aaa 466,040
Carolina), Insured Health Care Facilities
Revenue Bonds, Series 1993, 5.50% Due
10/1/23. (MBIA Insured.)
500,000 City of Gastonia, North Carolina, Combined 2004 at 102 AAA Aaa 505,000
Utilities System Revenue Bonds, Series 1994,
6.10% Due 5/1/19. (MBIA Insured.)
500,000 City of Thomasville, North Carolina, 2003 at 102 AAA Aaa 497,500
Certificates of Participation (City Hall and
Utility Improvements Projects), Series 1992,
6.00% Due 6/1/17. (FSA Insured.)
----------- ---------------
$ 3,500,000 $ 3,352,645
----------- ---------------
----------- ---------------
</TABLE>
See Notes to Schedules of Investments, page 27.
* These Bonds, or a portion thereof, have delivery dates beyond the normal
settlement date. Their expected delivery date is April 7, 1995. Contracts
relating to Bonds with delivery dates after the date of settlement for
purchase made on the Date of Deposit constitute approximately 14% of the
aggregate principal amount of the Trust. (See Section 4.)
20
<PAGE>
SHORT INTERMEDIATE INSURED TRUST 40
The Portfolio of Short Intermediate Insured Trust 40 consists of 11 short to
intermediate term (approximately 3 to 7 year maturities) obligations issued by
entities located in 9 states. Three Bonds in the Trust are general obligations
of the governmental entities issuing them and are backed by the taxing powers
thereof. Eight Bonds in the Trust are payable as to principal and interest from
the income of a specific project or authority and are not supported by the
issuer's power to levy taxes. The sources of payment for these Bonds are divided
as follows: Dedicated-Tax Supported Revenue, 1; College and University Revenue,
2; Electrical System Revenue, 1; Health Care Facility Revenue, 3; Transportation
Facility Revenue, 1. All of the Bonds in the Trust, as insured, are rated AAA by
Standard & Poor's Corporation and Aaa by Moody's Investors Service, Inc.
Twenty-one percent of the principal amount of Bonds in the Trust consists of
issues of entities located in the State of Texas; such concentration may involve
more risk than if such Bonds were issued by issuers located in several states.
At the Date of Deposit, the average maturity of the Bonds in the Short
Intermediate Insured Trust is 4.9 years. The average maturity of the Bonds in a
Trust is calculated based upon the stated maturities of the Bonds in such Trust
(or, with respect to Bonds for which funds or securities have been placed in
escrow to redeem such Bonds on a stated call date, based upon such call date).
The average maturity of the Bonds in a Trust may increase or decrease from time
to time as Bonds mature or are called or sold.
Approximately 5.4% of the aggregate principal amount of the Bonds in the
Trust (accounting for approximately 4.4% of the aggregate offering price of the
Bonds) are original issue discount obligations. All of these original issue
discount bonds are "zero coupon" bonds. See "GENERAL TRUST INFORMATION--ORIGINAL
ISSUE DISCOUNT BONDS AND STRIPPED OBLIGATIONS" for a discussion of the
characteristics of such bonds and of the risks associated therewith.
Approximately 34% of the aggregate principal amount of the Bonds in the
Trust consists of obligations of issuers whose revenues are primarily derived
from services provided by hospitals or other health care facilities.
For a discussion of the risks associated with investments in the bonds of
various issuers, see "General Trust Information" in this section.
The Sponsor entered into contracts to acquire the Bonds between February 14,
1995 and March 22, 1995. The following summarizes certain information about the
Bonds as of the business day prior to the Date of Deposit:
<TABLE>
<CAPTION>
DIFFERENCE BETWEEN TRUSTEE'S
DETERMINATION OF OFFERING PRICE AND
COST TO PROFIT (OR LOSS) ANNUAL INTEREST BID PRICE THE BID PRICE
SPONSOR TO SPONSOR INCOME TO TRUST OF BONDS (AS % OF PRINCIPAL AMOUNT)
---------- ----------------- ---------------- ---------- -----------------------------------
<S> <C> <C> <C> <C>
$7,382,103 $19,782 $355,990 $7,383,135 .25%
</TABLE>
Neither cost to Sponsor nor profit (or loss) to Sponsor reflects
underwriting profits or losses received or incurred by the Sponsor through its
participation in underwriting syndicates. An underwriter or underwriting
syndicate purchases bonds from the issuer on a negotiated or competitive bid
basis as principal with the motive of marketing such bonds to investors at a
profit. The Sponsor participated as either the sole underwriter or manager or as
a member of the syndicates which were the original underwriters of 20.0% of the
aggregate principal amount of the Bonds.
Unitholders may elect to have interest distributions made on a monthly,
quarterly or semi-annual basis. The interest on the Bonds initially deposited in
the Short Intermediate Insured Trust, less estimated expenses, is estimated to
accrue at the rate of $.01261 per Unit per day under the semi-annual plan of
distribution, $.01256 per Unit per day under
21
<PAGE>
the quarterly plan of distribution and $.01247 per Unit per day under the
monthly plan of distribution. It is anticipated that the amount of interest to
be distributed per Unit in each year under each plan of distribution will
initially be substantially equal to the Estimated Net Annual Interest Income per
Unit for that plan.
Details of interest distributions per Unit of the Short Intermediate Insured
Trust under the various plans appear in the following table based upon estimated
Net Annual Interest Income at the Date of Deposit:
<TABLE>
<CAPTION>
NORMAL
DISTRIBUTIONS
SHORT INTERMEDIATE INSURED TRUST 1995 1996 PER YEAR
<S> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------- --------------
Record Date*.......................... 5/1 8/1 11/1 2/1
Distribution Date..................... 5/15 8/15 11/15 2/15
--------------------------------------------------------------------------------------------------------------------
Monthly Distribution Plan............. $ .4673(1) $ 4.5469
-------- $.3789 every month --------
Quarterly Distribution Plan........... $ .4673(1) $ 1.1439(2) $ 1.1439 $ 1.1439 $ 4.5789
Semi-Annual Distribution Plan......... $ .4673(1) $ 2.2986(3) $ 4.5979
--------------------------------------------------------------------------------------------------------------------
<FN>
* Record Dates for semi-annual distributions are May 1 and November 1; for quarterly distributions, they are February 1, May 1,
August 1 and November 1. Record Dates for monthly distributions are the first day of each month.
(1) The first distribution will be paid to all Unitholders, regardless of the distribution plan selected. Such distribution may
be more or less than a regular monthly distribution.
(2) Regular 3-month distribution.
(3) Regular 6-month distribution.
</TABLE>
The accrual amounts set forth above, and in turn the amount of interest to
be distributed annually per Unit, will generally change as Bonds are redeemed,
mature or are sold or as fees and expenses increase or decrease.
TAX STATUS--SHORT INTERMEDIATE INSURED TRUST
For a discussion of the tax status of income earned on Short Intermediate
Insured Trust Units, See Section 11.
ESTIMATED MONTHLY CASH FLOW TABLE FOR SHORT INTERMEDIATE INSURED TRUST 40
Following is an Estimated Monthly Cash Flow Table for the above-captioned
Trust. As discussed below, the Table assumes that the Bonds will remain in the
Trust until the date to which each bond is priced under accepted bond practice.
The Table is based on data and assumptions as to maturity and redemption dates,
bond pricing dates and call dates, if any, as of the date of deposit, and is
thus subject to change. Accordingly, Unitholders should not assume that they
will in fact receive cash in the amounts and on the dates specified in the Table
and the Table cannot be used to predict the exact amount of distributions by the
Trust.
The Table shows the amount of each month's interest and principal
distributions on one Unit of the Trust if every bond in the Trust were to be
redeemed on the date to which it is priced (the " 'priced to' date"). Under
accepted bond pricing practice, tax-exempt bonds are customarily offered to
investors on a "yield price" basis, which involves computation of yield either
to maturity or to an earlier call date, whichever produces the lower yield. A
bond whose market value exceeds its par value (a "premium bond") will generally
be priced to its call date, if any; in other words, its "priced to" date is its
call date. In contrast, the "priced to" date for discount bonds will generally
be the maturity date. Because none of the Bonds in the Trust have optional call
dates, each Bond in the Trust is priced to its maturity date regardless of
whether the Bond is a discount or a premium bond, i.e. the Table assumes that
each Bond will remain in the Trust until maturity. There can be no assurance
that every Bond will in fact remain in the Trust until maturity. Some Bonds may
be sold by the Trustee before maturity, either to pay Unitholders who have
redeemed their Units or pursuant to the Sponsor's continuing program of credit
surveillance. Certain Bonds may be subject to to
22
<PAGE>
sinking fund redemptions or extraordinary redemptions, as more fully described
below at "Composition of Trusts--Sale, maturity and redemption of bonds"
The Trust's actual cash flow will depend on (1) the extent to which Bonds
are sold as a result of the Sponsor's continuing program of credit surveillence,
and (2) the extent to which Bonds are sold to pay for units redeemed. For the
reasons above, it is unlikely that interest and principal will be distributed in
the amounts and on the dates indicated in the Table.
ESTIMATED PRINCIPAL AND INTEREST DISTRIBUTIONS PER UNIT
<TABLE>
<CAPTION>
Month Monthly
/Year Option
--------- -----------
<S> <C> <C>
$
Apr 95 0.0000
May 95 0.4673
Jun 95 0.3789
Jul 95 0.3789
Aug 95 0.3789
Sep 95 0.3789
Oct 95 0.3789
Nov 95 0.3789
Dec 95 0.3789
Jan 96 0.3789
Feb 96 0.3789
Mar 96 0.3789
Apr 96 0.3789
May 96 0.3789
Jun 96 0.3789
Jul 96 0.3789
Aug 96 0.3789
Sep 96 0.3789
Oct 96 0.3789
Nov 96 0.3789
Dec 96 0.3789
Jan 97 0.3789
Feb 97 0.3789
Mar 97 0.3789
Apr 97 0.3789
May 97 0.3789
Jun 97 0.3789
Jul 97 0.3789
Aug 97 0.3789
Sep 97 0.3789
Oct 97 0.3789
Nov 97 0.3789
Dec 97 0.3789
<CAPTION>
Month Monthly
/Year Option
--------- -----------
<S> <C> <C>
$
Jan 98 0.3789
Feb 98 0.3789
Mar 98 0.3789
Apr 98 0.3789
May 98 0.3789
Jun 98 0.3789
Jul 98 0.3789
Aug 98 0.3789
Sep 98 0.3789
Oct 98 0.3789
Nov 98 0.3789
Dec 98 0.3789
Jan 99 0.3789
Feb 99 0.3789
Mar 99 0.3789
Apr 99 0.3789
May 99 0.3789
Jun 99 0.3789
Jul 99 15.7789
Aug 99 0.3373
Sep 99 0.3373
Oct 99 10.3373
Nov 99 0.2981
Dec 99 0.2981
Jan 00 10.2981
Feb 00 7.5906
Mar 00 0.2279
Apr 00 10.2279
May 00 10.1908
Jun 00 10.1496
Jul 00 13.7804
Aug 00 0.0566
Sep 00 13.6566
</TABLE>
23
<PAGE>
NATIONALLY DIVERSIFIED TRUST TAXABLE ESTIMATED CURRENT RETURN TABLE
(SHORT INTERMEDIATE INSURED TRUST)
The following tables show the approximate taxable estimated current returns
for individuals that are equivalent to tax-exempt estimated current returns
under published 1995 marginal Federal tax rates. The tables incorporate
increased tax rates for higher-income tax payers that were included in the
Revenue Reconciliation Act of 1993. The tables illustrate what you would have to
earn on taxable investments to equal the tax-exempt estimated current return for
your income tax bracket. A taxpayer's marginal tax rate is affected by both his
taxable income and his adjusted gross income. Locate your adjusted gross income
and your taxable income (which is your adjusted gross income reduced by any
deductions and exemptions), then locate your tax bracket based on joint or
single tax filing. Read across to the equivalent taxable estimated current
return you would need to match the tax-free income.
MARGINAL FEDERAL TAX RATES FOR JOINT TAXPAYERS WITH FOUR PERSONAL EXEMPTIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FEDERAL
FEDERAL ADJUSTED
TAXABLE GROSS TAX-EXEMPT ESTIMATED CURRENT RETURN
INCOME INCOME FEDERAL --------------------------------------------------------------
(1,000'S) (1,000'S) TAX RATE1 3.75% 4.00% 4.25% 4.50% 4.75% 5.00% 5.25% 5.50%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 39.0 $ 0-114.7 15.0 % 4.41 4.71 5.00 5.29 5.59 5.88 6.18 6.47
39.0- 94.3 0-114.7 28.0 5.21 5.56 5.90 6.25 6.60 6.94 7.29 7.64
114.7-172.1 29.0 5.28 5.63 5.99 6.34 6.69 7.04 7.39 7.75
94.3-143.6 0-114.7 31.0 5.43 5.80 6.16 6.52 6.88 7.25 7.61 7.97
114.7-172.1 32.0 5.51 5.88 6.25 6.62 6.99 7.35 7.72 8.09
172.1-294.6 34.5 5.73 6.11 6.49 6.87 7.25 7.63 8.02 8.40
143.6-256.5 114.7-172.1 37.0 5.95 6.35 6.75 7.14 7.54 7.94 8.33 8.73
172.1-294.6 40.0 6.25 6.67 7.08 7.50 7.92 8.33 8.75 9.17
Over 294.6 37.0 2 5.95 6.35 6.75 7.14 7.54 7.94 8.33 8.73
Over 256.5 172.1-294.6 44.0 6.70 7.14 7.59 8.04 8.48 8.93 9.38 9.82
Over 294.6 41.0 3 6.36 6.78 7.20 7.63 8.05 8.47 8.90 9.32
</TABLE>
MARGINAL FEDERAL TAX RATES FOR SINGLE TAXPAYERS WITH ONE PERSONAL EXEMPTION
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FEDERAL
FEDERAL ADJUSTED
TAXABLE GROSS TAX-EXEMPT ESTIMATED CURRENT RETURN
INCOME INCOME FEDERAL --------------------------------------------------------------
(1,000'S) (1,000'S) TAX RATE1 3.75% 4.00% 4.25% 4.50% 4.75% 5.00% 5.25% 5.50%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 23.4 $ 0-114.7 15.0 % 4.41 4.71 5.00 5.29 5.59 5.88 6.18 6.47
23.4- 56.6 0-114.7 28.0 5.21 5.56 5.90 6.25 6.60 6.94 7.29 7.64
56.6-118.0 0-114.7 31.0 5.43 5.80 6.16 6.52 6.88 7.25 7.61 7.97
114.7-237.2 32.5 5.56 5.93 6.30 6.67 7.04 7.41 7.78 8.15
118.0-256.5 114.7-237.2 38.0 6.05 6.45 6.85 7.26 7.66 8.06 8.47 8.87
Over 237.2 37.0 2 5.95 6.35 6.75 7.14 7.54 7.94 8.33 8.73
Over 256.5 Over 237.2 41.0 3 6.36 6.78 7.20 7.63 8.05 8.47 8.90 9.32
<FN>
------------------
1 The table reflects the effect of the limitations on itemized deductions and the deduction for personal exemptions. They
were designed to phase out certain benefits of these deductions for higher income taxpayers. These limitations, in effect, raise
the current maximum marginal Federal tax rate to approximately 44.0 percent for taxpayers filing a joint return and entitled to
four personal exemptions and to approximately 41.0 percent for taxpayers filing a single return entitled to only one personal
exemption. These limitations are subject to certain maximums, which depend on the number of exemptions claimed and the total
amount of the taxpayer's itemized deductions. For example, the limitation on itemized deductions will not cause a taxpayer to
lose more than 80% of his allowable itemized deductions, with certain exceptions.
2 Federal tax rate reverts to 36.0% after the 80% cap on the limitation on itemized deductions has been met.
3 Federal tax rate reverts to 39.6% after the 80% cap on the limitation on itemized deductions has been met.
</TABLE>
24
<PAGE>
A comparison of tax-free and equivalent taxable estimated current returns
with the returns on various taxable investments is one element to consider in
making an investment decision. The Sponsor may from time to time in its
advertising and sales materials compare the then current estimated returns on
the Trust and returns over specified periods on other similar Nuveen Trusts with
returns on taxable investments such as corporate or U.S. Government bonds, bank
CD's and money market accounts or money market funds, each of which has
investment characteristics that may differ from those of the Trust. U.S.
Government bonds, for example, are backed by the full faith and credit of the
U.S. Government and bank CD's and money market accounts are insured by an agency
of the federal government. Money market accounts and money market funds provide
stability of principal, but pay interest at rates that vary with the condition
of the short-term debt market. The investment characteristics of the Trust are
described more fully elsewhere in this Prospectus.
25
<PAGE>
NUVEEN TAX-EXEMPT UNIT TRUST
SCHEDULE OF INVESTMENTS AT DATE OF DEPOSIT
MARCH 24, 1995
SHORT INTERMEDIATE INSURED TRUST 40
(SERIES 792)
<TABLE>
<CAPTION>
Ratings(3) Trustee's
Optional --------------------- Determination
Aggregate Name of Issuer and Title of Issue Represented Redemption Standard of Offering
Principal by Sponsor's Contracts to Purchase Bonds(1) Provisions(2) & Poor's Moody's Price(4)
<C> <C> <S> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------------
$ 400,000 North Slope Borough, Alaska, General Obligation No Optional Call AAA Aaa $ 407,260
Bonds, Series 1992A, 5.55% Due 6/30/00.
405,000 Kyrene Elementary School District No. 28 of No Optional Call AAA Aaa 327,325
Maricopa County, Arizona, Refunding Bonds,
Second Series of 1992, 0.00% Due 7/1/99.
(Original issue discount bonds delivered on
or about September 28, 1992 at a price of
69.074% of principal amount.)(General
Obligation Bonds.)
750,000 Chicago School Finance Authority, Illinois, No Optional Call AAA Aaa 718,125
General Obligation School Financing Bonds,
Series 1994A, 4.50% Due 6/1/00.
750,000 The County of DuPage, Illinois, Motor Fuel Tax No Optional Call AAA Aaa 753,083
Revenue Bonds, Series 1995, 5.10% Due 1/1/00.
(When issued.)
750,000 * Massachusetts Health and Educational Facilities No Optional Call AAA Aaa 750,000
Authority, Revenue Bonds, Berkshire Health
Systems Issue, Series D, 4.90% Due 10/1/99.
(When issued.)
750,000 Regents of the University of Michigan, Student No Optional Call AAA Aaa 740,093
Fee Refunding Bonds, Series 1993, 4.65% Due
4/1/00.
750,000 * Mississippi Hospital Equipment and Facilities No Optional Call AAA Aaa 748,298
Authority, Revenue Refunding Bonds, Series
1995 (Mississippi Baptist Medical Center),
5.15% Due 5/1/00. (When issued.)
750,000 Clark County, Nevada, Las Vegas-McCarran No Optional Call AAA Aaa 761,370
International Airport Passenger Facility
Charge Revenue Bonds, 1992 Series A, 5.30%
Due 7/1/99.
1,020,000 * Abilene (Texas), Health Facilities Development No Optional Call AAA Aaa 1,024,743
Corporation, Hospital Revenue Refunding and
Improvement Bonds (Hendrick Medical Center
Project), Series 1995A, 5.20% Due 9/1/00.
(When issued.)
550,000 * Board of Regents of Texas Tech University, No Optional Call AAA Aaa 552,338
Revenue Financing System Bonds, Second Series
(1995), 5.00% Due 2/15/00. (When issued.)
625,000 Washington Public Power Supply System, Nuclear No Optional Call AAA Aaa 619,250
Project No. 2 Refunding Revenue Bonds, Series
1993B, 5.00% Due 7/1/00.
----------- ---------------
$ 7,500,000 $ 7,401,885
----------- ---------------
----------- ---------------
</TABLE>
See Notes to Schedules of Investments, page 27.
* These Bonds, or a portion thereof, have delivery dates beyond the normal
settlement date. Their expected delivery dates range from April 4, 1995 to
April 25, 1995. Contracts relating to Bonds with delivery dates after the date
of settlement for purchase made on the Date of Deposit constitute
approximately 41% of the aggregate principal amount of the Trust. (See Section
4.)
26
<PAGE>
NOTES TO SCHEDULES OF INVESTMENTS
(1) Contracts, which are "when-issued" or "regular way" contracts or
contracts having delivery dates beyond the normal settlement date, have
been deposited with the Trustee on the Date of Deposit. The performance
of such contracts is secured by an irrevocable letter of credit, issued
by a major commercial bank, which has been deposited with the Trustee.
At the Date of Deposit, Bonds may have been delivered to the Sponsor
pursuant to certain of these contracts; the Sponsor has assigned to the
Trustee all of its right, title and interest in and to such Bonds.
(2) The Bonds are first subject to optional redemption in the years, and at
the prices, shown. Unless otherwise indicated, the Bonds, except for
Bonds issued at a substantial original issue discount, are redeemable at
declining prices (but not below par value) in subsequent years. Original
issue discount bonds, including zero coupon bonds, are generally
redeemable at prices based on the issue price plus the amount of
original issue discount accreted to redemption plus, if applicable, some
premium, the amount of which will decline in subsequent years. The Bonds
may also be subject to sinking fund redemption without premium prior to
the dates shown.
Certain Bonds may be subject to redemption without premium prior to the
date shown pursuant to special or mandatory call provisions; for
example, if bond proceeds are not able to be used as contemplated, the
project is condemned or sold, or the project is destroyed and insurance
proceeds are used to redeem the bonds. Single family mortgage revenue
bonds and housing authority bonds are most likely to be called subject
to such provisions, but other bonds may have similar call features. See
Section 4 and "General Trust Information" in this Section.
The Trustee's determination of the offering prices of Bonds in the Fund
may be greater or less than the amounts that may be received upon
redemption or maturity of such Bonds. Subject to rules concerning
amortization of bond premium and of original issue discount, gain or
loss realized by the Trustee on disposition of any Bonds will be
recognized as taxable capital gain or loss by Unitholders. (See Section
4.)
(3) See "Description of Ratings" herein. All the Bonds in the Insured
Trusts, as insured by the Insurer, are rated AAA by Standard & Poor's
Corporation and Aaa by Moody's Investors Service, Inc. (See Section 5.)
(4) As determined by Kenny S&P Evaluation Services, a division of J. J.
Kenny Co., Inc., on behalf of the Trustee as of the close of business on
the business day preceding the Date of Deposit. The prices as determined
by Kenny S&P Evaluation Services, a division of J. J. Kenny Co., Inc.,
have been rounded to the nearest dollar.
27
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE BOARD OF DIRECTORS OF JOHN NUVEEN & CO. INCORPORATED AND
UNITHOLDERS OF NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 792:
We have audited the accompanying statements of condition and the
related schedules of investments at date of deposit (included in the
prospectus herein) of Nuveen Tax-Exempt Unit Trust, Series 792
(comprising Maryland Traditional Trust 305, North Carolina Traditional
Trust 287 and Short Intermediate Insured Trust 40), as of March 24,
1995. These financial statements are the responsibility of the
Sponsor. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of the irrevocable letter of credit arrangement for the
purchase of securities, described in Note (1) to the statements of
condition, 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 that our audits provide a
reasonable basis for our opinion.
In our opinion, the statements of condition and the related
schedules of investments at date of deposit referred to above present
fairly, in all material
respects, the financial position of each of the trusts constituting
the Nuveen Tax-Exempt Unit Trust, Series 792 as of March 24, 1995, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
March 24, 1995.
28
<PAGE>
Statements of Condition
NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 792
(Maryland Traditional Trust 305, North Carolina Traditional Trust 287 and Short
Intermediate Insured Trust 40)
AS OF MARCH 24, 1995
<TABLE>
<CAPTION>
SHORT
MARYLAND NORTH CAROLINA INTERMEDIATE
TRADITIONAL TRADITIONAL INSURED
TRUST PROPERTY TRUST 305 TRUST 287 TRUST 40
<S> <C> <C> <C>
--------------- --------------- ---------------
Sponsor's contracts to purchase
Tax-Exempt Bonds, backed by an
irrevocable letter of credit(1)(2)..... $ 3,310,679 $ 3,352,645 $ 7,401,885
Accrued interest to March 24, 1995 on
underlying Bonds(1)................... 36,731 73,412 59,599
--------------- --------------- ---------------
Total....................... $ 3,347,410 $ 3,426,057 $ 7,461,484
--------------- --------------- ---------------
--------------- --------------- ---------------
LIABILITY AND INTEREST OF UNITHOLDERS
LIABILITY:
Accrued interest to March 24, 1995
on underlying Bonds(3)............ $ 36,731 $ 73,412 $ 59,599
--------------- --------------- ---------------
INTEREST OF UNITHOLDERS:
Units of fractional undivided
interest outstanding (Maryland
Traditional Trust 305 --35,000;
North Carolina Traditional Trust
287--35,000; Short Intermediate
Insured Trust 40--75,000)
Cost to investors(4).............. $ 3,481,245 $ 3,525,373 $ 7,630,825
Less: Gross underwriting
commission(5)................. (170,566) (172,728) (228,940)
--------------- --------------- ---------------
Net amount applicable to
investors......................... $ 3,310,679 $ 3,352,645 $ 7,401,885
--------------- --------------- ---------------
Total....................... $ 3,347,410 $ 3,426,057 $ 7,461,484
--------------- --------------- ---------------
--------------- --------------- ---------------
<FN>
(1) Represented by contracts to purchase Tax-Exempt Bonds which include "when issued" or "regular way" or "delayed delivery"
contracts for which an irrevocable letter of credit issued by a major commercial bank has been deposited with the Trustee.
The amount of such letter of credit and any cash deposited exceeds the amount necessary for the purchase of the Bonds plus
accrued interest to the Date of Deposit. At the Date of Deposit, Bonds may have been delivered to the Sponsor pursuant to
certain of these contracts; the Sponsor has assigned to the Trustee all of its rights, title and interest in and to such
Bonds.
(2) Aggregate value (at offering prices) as of the Date of Deposit of the Bonds listed under "Schedules of Investments" herein,
and their aggregate cost to the Trusts are the same. Such offering prices were determined by Kenny S&P Evaluation Services as
of the close of business on the business day prior to the Date of Deposit. (See Section 10.) Insurance coverage providing for
the timely payment, when due, of all principal of and interest on the Bonds in the Insured Trusts has been obtained by the
Sponsor or by the issuers of such Bonds. Such insurance does not guarantee the market value of the Bonds or the value of the
Units. Both the bid and the offering prices of the underlying Bonds and of the Units may include value attributable to such
policies of insurance.
(3) Representing, as set forth in Section 8, advancement by the Trustee of an amount equal to the accrued Bond interest as of the
Date of Deposit from the later of the last payment date on the Bonds or the date of issuance thereof.
(4) Aggregate Public Offering Price (exclusive of accrued interest) computed as set forth under Section 6.
(5) The gross underwriting commission has been calculated on the assumption that the Units offered by this prospectus are sold in
single transactions involving less than $50,000 or 500 Units. At this level, the sales charge is 4.90% of the Public Offering
Price in the case of National and State Trusts, 4.25% thereof in the case of Long Intermediate Trusts, 3.90% in the case of
Intermediate Trusts, 3.00% in the case of Short Intermediate Trusts and 2.50% in the case of Short Term Trusts. In single
transactions involving 500 Units or more, the sales charge is reduced. (See Section 6.)
</TABLE>
29
<PAGE>
GENERAL TRUST INFORMATION
RISK FACTORS.
An investment in Units of any Trust should be made with an understanding of
the risks that such an investment may entail. These include the ability of the
issuer, or, if applicable, an insurer, to make payments of interest and
principal when due, the effects of changes in interest rates generally, early
call provisions and the potential for changes in the tax status of the Bonds. As
set forth in the portfolio summaries above, the Trusts may contain or be
concentrated in one or more of the types of bonds discussed below. The following
paragraphs discuss certain circumstances which may adversely affect the ability
of issuers of Bonds held in the portfolio of a Trust to make payment of
principal and interest thereon or which may adversely affect the ratings of such
Bonds; with respect to Insured Trusts, however, because of the insurance
obtained by the Sponsor or by the issuers of the Bonds, such changes should not
adversely affect an Insured Trust's receipt of principal and interest, the
Standard & Poor's AAA or Moody's Aaa ratings of the Bonds in the Insured Trust
portfolio, or the Standard & Poor's AAA rating of the Units of each such Insured
Trust. For economic risks specific to the individual Trusts, see "Economic
Factors" for each Trust.
HEALTH FACILITY OBLIGATIONS. Some of the Bonds in a Trust may be
obligations of issuers whose revenues are derived from services provided by
hospitals or other health care facilities, including nursing homes. Ratings of
bonds issued for health care facilities are sometimes based on feasibility
studies that contain projections of occupancy levels, revenues and expenses. A
facility's gross receipts and net income available for debt service may be
affected by future events and conditions including, among other things, demand
for services, the ability of the facility to provide the services required, an
increasing shortage of qualified nurses or a dramatic rise in nursing salaries,
physicians' confidence in the facility, management capabilities, economic
developments in the service area, competition from other similar providers,
efforts by insurers and governmental agencies to limit rates, legislation
establishing state rate-setting agencies, expenses, government regulation, the
cost and possible unavailability of malpractice insurance, and the termination
or restriction of governmental financial assistance, including that associated
with Medicare, Medicaid and other similar third party payor programs. Medicare
reimbursements are currently calculated on a prospective basis and are not based
on a provider's actual costs. Such method of reimbursement may adversely affect
reimbursements to hospitals and other facilities for services provided under the
Medicare program and thereby may have an adverse effect on the ability of such
institutions to satisfy debt service requirements. In the event of a default
upon a bond secured by hospital facilities, the limited alternative uses for
such facilities may result in the recovery upon such collateral not providing
sufficient funds to fully repay the bonds.
Certain hospital bonds provide for redemption at par upon the damage,
destruction or condemnation of the hospital facilities or in other special
circumstances.
HOUSING OBLIGATIONS. Some of the Bonds in a Trust may be obligations of
issuers whose revenues are primarily derived from mortgage loans to housing
projects for low to moderate income families. Such issues are generally
characterized by mandatory redemption at par or, in the case of original issue
discount bonds, accreted value in the event of economic defaults and in the
event of a failure of the operator of a project to comply with certain covenants
as to the operation of the project. The failure of such operator to comply
A-1
<PAGE>
with certain covenants related to the tax-exempt status of interest on the
Bonds, such as provisions requiring that a specified percentage of units be
rented or available for rental to low or moderate income families, potentially
could cause interest on such Bonds to be subject to Federal income taxation from
the date of issuance of the Bonds. The ability of such issuers to make debt
service payments will be affected by events and conditions affecting financed
projects, including, among other things, the achievement and maintenance of
sufficient occupancy levels and adequate rental income, employment and income
conditions prevailing in local labor markets, increases in taxes, utility costs
and other operating expenses, the managerial ability of project managers,
changes in laws and governmental regulations, the appropriation of subsidies,
and social and economic trends affecting the localities in which the projects
are located. Occupancy of such housing projects may be adversely affected by
high rent levels and income limitations imposed under Federal and state
programs.
SINGLE FAMILY MORTGAGE REVENUE BONDS. Some of the Bonds in a Trust may be
single family mortgage revenue bonds, which are issued for the purpose of
acquiring from originating financial institutions notes secured by mortgages on
residences located within the issuer's boundaries and owned by persons of low or
moderate income. Mortgage loans are generally partially or completely prepaid
prior to their final maturities as a result of events such as sale of the
mortgaged premises, default, condemnation or casualty loss. Because these bonds
are subject to extraordinary mandatory redemption in whole or in part from such
prepayments of mortgage loans, a substantial portion of such bonds will probably
be redeemed prior to their scheduled maturities or even prior to their ordinary
call dates. Extraordinary mandatory redemption without premium could also result
from the failure of the originating financial institutions to make mortgage
loans in sufficient amounts within a specified time period. The redemption price
of such issues may be more or less than the offering price of such bonds.
Additionally, unusually high rates of default on the underlying mortgage loans
may reduce revenues available for the payment of principal of or interest on
such mortgage revenue bonds. Single family mortgage revenue bonds issued after
December 31, 1980 were issued under Section 103A of the Internal Revenue Code of
1954, as amended, or Section 143 of the Internal Revenue Code of 1986, which
Sections contain certain requirements relating to the use of the proceeds of
such bonds in order for the interest on such bonds to retain its tax-exempt
status. In each case, the issuer of the bonds has covenanted to comply with
applicable requirements and bond counsel to such issuer has issued an opinion
that the interest on the bonds is exempt from Federal income tax under existing
laws and regulations. There can be no assurance that such continuing
requirements will be satisfied; the failure to meet such requirements could
cause interest on the Bonds to be subject to Federal income taxation, possibly
from the date of issuance of the Bonds.
FEDERALLY ENHANCED OBLIGATIONS. Some of the mortgages which secure the
various health care or housing projects which underlie the previously discussed
Health Facility, Housing, and Single Family Mortgage Revenue Obligations (the
"Obligations") in a Trust may be insured by the Federal Housing Administration
("FHA"). Under FHA regulations, the maximum insurable mortgage amount cannot
exceed 90% of the FHA's estimated value of the project. The FHA mortgage
insurance does not constitute a guarantee of timely payment of the principal of
and interest on the Obligations. Payment of mortgage insurance benefits may be
(1) less than the principal amount of Obligations outstanding or (2) delayed if
disputes arise as to the amount of the payment or if certain notices are not
given
A-2
<PAGE>
to the FHA within the prescribed time periods. In addition, some of the
previously discussed Obligations may be secured by mortgage-backed certificates
guaranteed by the Government National Mortgage Association ("GNMA"), a wholly
owned corporate instrumentality of the United States, and/or the Federal
National Mortgage Association ("Fannie Mae") a federally chartered and
stockholder-owed corporation. GNMA and Fannie Mae guarantee timely payment of
principal and interest on the mortgage-backed certificates, even where the
underlying mortgage payments are not made. While such mortgage-backed
certificates are often pledged to secure payment of principal and interest on
the Obligations, timely payment of interest and principal on the Obligations is
not insured or guaranteed by the United States, GNMA, Fannie Mae or any other
governmental agency or instrumentality. The GNMA mortgage-backed certificates
constitute a general obligation of the United States backed by its full faith
and credit. The obligations of Fannie Mae, including its obligations under the
Fannie Mae mortgage-backed securities, are obligations solely of Fannie Mae and
are not backed by, or entitled to, the full faith and credit of the United
States.
INDUSTRIAL REVENUE OBLIGATIONS. Certain of the Bonds in a Trust may be
industrial revenue bonds ("IRBs"), including pollution control revenue bonds,
which are tax-exempt securities issued by states, municipalities, public
authorities or similar entities to finance the cost of acquiring, constructing
or improving various industrial projects. These projects are usually operated by
corporate entities. Issuers are obligated only to pay amounts due on the IRBs to
the extent that funds are available from the unexpended proceeds of the IRBs or
receipts or revenues of the issuer under an arrangement between the issuer and
the corporate operator of a project. The arrangement may be in the form of a
lease, installment sale agreement, conditional sale agreement or loan agreement,
but in each case the payments to the issuer are designed to be sufficient to
meet the payments of amounts due on the IRBs. Regardless of the structure,
payment of IRBs is solely dependent upon the creditworthiness of the corporate
operator of the project and, if applicable, corporate guarantor. Corporate
operators or guarantors may be affected by many factors which may have an
adverse impact on the credit quality of the particular company or industry.
These include cyclicality of revenues and earnings, regulatory and environmental
restrictions, litigation resulting from accidents or environmentally-caused
illnesses, extensive competition and financial deterioration resulting from a
corporate restructuring pursuant to a leveraged buy-out, takeover or otherwise.
Such a restructuring may result in the operator of a project becoming highly
leveraged which may have an impact on such operator's creditworthiness which in
turn would have an adverse impact on the rating and/or market value of such
Bonds. Further, the possibility of such a restructuring may have an adverse
impact on the market for and consequently the value of such Bonds, even though
no actual takeover or other action is ever contemplated or effected. The IRBs in
a Trust may be subject to special or extraordinary redemption provisions which
may provide for redemption at par or, in the case of original issue discount
bonds, accreted value. The Sponsor cannot predict the causes or likelihood of
the redemption of IRBs in a Trust prior to the stated maturity of such Bonds.
ELECTRIC UTILITY OBLIGATIONS. Some of the Bonds in a Trust may be
obligations of issuers whose revenues are primarily derived from the sale of
electric energy. The problems faced by such issuers include the difficulty in
obtaining approval for timely and adequate rate increases from the applicable
public utility commissions, the difficulty of financing large construction
programs, increased competition, reductions in estimates of
A-3
<PAGE>
future demand for electricity in certain areas of the country, the limitations
on operations and increased costs and delays attributable to environmental
considerations, the difficulty of the capital market in absorbing utility debt,
the difficulty in obtaining fuel at reasonable prices and the effect of energy
conservation. All of such issuers have been experiencing certain of these
problems in varying degrees. In addition, Federal, state and municipal
governmental authorities may from time to time review existing, and impose
additional, regulations governing the licensing, construction and operation of
nuclear power plants, which may adversely affect the ability of the issuers of
certain of the Bonds in a Trust to make payments of principal and/or interest on
such Bonds.
TRANSPORTATION FACILITY REVENUE BONDS. Some of the Bonds in a Trust may be
obligations of issuers which are payable from and secured by revenues derived
from the ownership and operation of airports, public transit systems and ports.
The major portion of an airport's gross operating income is generally derived
from fees received from airlines pursuant to use agreements which consist of
annual payments for airport use, occupancy of certain terminal space, service
fees and leases. Airport operating income may therefore be affected by the
ability of the airlines to meet their obligations under the use agreements. The
air transport industry is experiencing significant variations in earnings and
traffic, due to increased competition, excess capacity, increased costs,
deregulation, traffic constraints and other factors, and several airlines are
experiencing severe financial difficulties. In particular, facilities with use
agreements involving airlines experiencing financial difficulty may experience a
reduction in revenue due to the possible inability of these airlines to meet
their use agreement obligations because of such financial difficulties and
possible bankruptcy. The Sponsor cannot predict what effect these industry
conditions may have on airport revenues which are dependent for payment on the
financial condition of the airlines and their usage of the particular airport
facility. Bonds that are secured primarily by the revenue collected by a public
transit system typically are additionally secured by a pledge of sales tax
receipts collected at the state or local level, or of other governmental
financial assistance. Transit system net revenues will be affected by variations
in utilization, which in turn may be affected by the degree of local
governmental subsidization, demographic and population shifts, and competition
from other forms of transportation; and by increased costs, including costs
resulting from previous deferrals of maintenance. Port authorities derive their
revenues primarily from fees imposed on ships using the facilities. The rate of
utilization of such facilities may fluctuate depending on the local economy and
on competition from competing forms of transportation such as air, rail and
trucks.
WATER AND/OR SEWERAGE OBLIGATIONS. Some of the Bonds in a Trust may be
obligations of issuers whose revenues are derived from the sale of water and/or
sewerage services. Such Bonds are generally payable from user fees. The problems
of such issuers include the ability to obtain timely and adequate rate
increases, population decline resulting in decreased user fees, the difficulty
of financing large construction programs, the limitations on operations and
increased costs and delays attributable to environmental considerations, the
increasing difficulty of obtaining or discovering new supplies of fresh water,
the effect of conservation programs and the impact of "no-growth" zoning
ordinances. All of such issuers have been experiencing certain of these problems
in varying degrees.
UNIVERSITY AND COLLEGE REVENUE OBLIGATIONS. Some of the Bonds in a Trust
may be obligations of issuers which are, or which govern the operation of,
colleges and universities and whose revenues are derived mainly from tuition,
dormitory revenues, grants and
A-4
<PAGE>
endowments. General problems of such issuers include the prospect of a declining
percentage of the population consisting of "college" age individuals, possible
inability to raise tuitions and fees sufficiently to cover increased operating
costs, the uncertainty of continued receipt of Federal grants and state funding,
and government legislation or regulations which may adversely affect the
revenues or costs of such issuers. All of such issuers have been experiencing
certain of these problems in varying degrees.
BRIDGE AUTHORITY AND TOLLROAD OBLIGATIONS. Some of the Bonds in a Trust may
be obligations of issuers which derive their payments from bridge, road or
tunnel toll revenues. The revenues of such an issuer could be adversely affected
by competition from toll-free vehicular bridges and roads and alternative modes
of transportation. Such revenues could also be adversely affected by a reduction
in the availability of fuel to motorists or significant increases in the costs
thereof. Specifically, governmental regulations restricting the use of vehicles
in the New York City metropolitan area may adversely affect revenues of the
Triborough Bridge and Tunnel Authority.
DEDICATED-TAX SUPPORTED BONDS. Some of the Bonds in a Trust may be
obligations of issuers which are payable from and secured by tax revenues from a
designated source, which revenues are pledged to secure the bonds. The various
types of Bonds described below differ in structure and with respect to the
rights of the bondholders to the underlying property. Each type of dedicated-tax
supported Bond has distinct risks, only some of which are set forth below. One
type of dedicated-tax supported Bond is secured by the incremental tax received
on either real property or on sales within a specifically defined geographical
area; such tax generally will not provide bondholders with a lien on the
underlying property or revenues. Another type of dedicated-tax supported Bond is
secured by a special tax levied on real property within a defined geographical
area in such a manner that the tax is levied on those who benefit from the
project; such bonds typically provide for a statutory lien on the underlying
property for unpaid taxes. A third type of dedicated-tax supported Bond may be
secured by a tax levied upon the manufacture, sale or consumption of commodities
or upon the license to pursue certain occupations or upon corporate privileges
within a taxing jurisdiction. As to any of these types of Bonds, the ability of
the designated revenues to satisfy the interest and principal payments on such
bonds may be affected by changes in the local economy, the financial success of
the enterprise responsible for the payment of the taxes, the value of any
property on which taxes may be assessed and the ability to collect such taxes in
a timely fashion. Each of these factors will have a different affect on each
distinct type of dedicated-tax supported bonds.
MUNICIPAL LEASE BONDS. Some of the Bonds in a Trust may be obligations that
are secured by lease payments of a governmental entity. Such payments are
normally subject to annual budget appropriations of the leasing governmental
entity. A governmental entity that enters into such a lease agreement cannot
obligate future governments to appropriate for and make lease payments but
covenants to take such action as is necessary to include any lease payments due
in its budgets and to make the appropriations therefor. A governmental entity's
failure to appropriate for and to make payments under its lease obligation could
result in insufficient funds available for payment of the obligations secured
thereby.
ORIGINAL ISSUE DISCOUNT BONDS AND STRIPPED OBLIGATIONS. Certain of the
Bonds in a Trust may be original issue discount bonds. These Bonds were issued
with nominal interest rates less than the rates then offered by comparable
securities and as a consequence were
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<PAGE>
originally sold at a discount from their face, or par, values. This original
issue discount, the difference between the initial purchase price and face
value, is deemed under current law to accrue on a daily basis and the accrued
portion is treated as tax-exempt interest income for federal income tax
purposes. On sale or redemption, gain, if any, realized in excess of the earned
portion of original issue discount will be taxable as capital gain. See "What is
the Tax Status of Unitholders". The current value of an original issue discount
bond reflects the present value of its face amount at maturity. In a stable
interest rate environment, the market value of an original issue discount bond
would tend to increase more slowly in early years and in greater increments as
the bond approached maturity.
Certain of the original issue discount bonds in a Trust may be zero coupon
bonds. Zero coupon bonds do not provide for the payment of any current interest;
the buyer receives only the right to receive a final payment of the face amount
of the bond at its maturity. The effect of owning a zero coupon bond is that a
fixed yield is earned not only on the original investment but also, in effect,
on all discount earned during the life of the obligation. This implicit
reinvestment of earnings at the same rate eliminates the risk of being unable to
reinvest the income on such obligation at a rate as high as the implicit yield,
but at the same time also eliminates the holder's ability to reinvest at higher
rates in the future. For this reason, zero coupon bonds are subject to
substantially greater price fluctuations during periods of changing market
interest rates than are securities of comparable quality that pay interest
currently.
Original issue discount bonds, including zero coupon bonds, may be subject
to redemption at prices based on the issue price plus the amount of original
issue discount accreted to redemption (the "accreted value") plus, if
applicable, some premium. Pursuant to such call provisions an original issue
discount bond may be called prior to its maturity date at a price less than its
face value. See the "Schedules of Investments" for more information about the
call provisions of portfolio Bonds.
Certain of the Bonds in a Trust may be Stripped Obligations, which represent
evidences of ownership with respect to either the principal amount of or a
payment of interest on a tax-exempt obligation. An obligation is "stripped" by
depositing it with a custodian, which then effects a separation in ownership
between the bond and any interest payment which has not yet become payable, and
issues evidences of ownership with respect to such constituent parts. A Stripped
Obligation therefore has economic characteristics similar to zero coupon bonds,
as described above.
Each Stripped Obligation has been purchased at a discount from the amount
payable at maturity. With respect to each Unitholder, the Internal Revenue Code
treats as "original issue discount" that portion of the discount which produces
a yield to maturity (as of the date of purchase of the Unitholder's Units) equal
to the lower of the coupon rate of interest on the underlying obligation or the
yield to maturity on the basis of the purchase price of the Unitholder's Units
which is allocable to each Stripped Obligation. Original issue discount which
accrues with respect to a Stripped Obligation will be exempt from Federal income
taxation to the same extent as interest on the underlying obligations. (See
Section 11, " What Is The Tax Status of Unitholders".)
Unitholders should consult their own tax advisers with respect to the state
and local tax consequences of owning original issue discount bonds or Stripped
Obligations. Under applicable provisions governing determination of state and
local taxes, interest on original
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<PAGE>
issue discount bonds or Stripped Obligations may be deemed to be received in the
year of accrual even though there is no corresponding cash payment.
4. COMPOSITION OF TRUSTS
Each Trust initially consists of delivery statements relating to contracts to
purchase Bonds (or of such Bonds) as are listed under "Schedules of Investments"
and, thereafter, of such Bonds as may continue to be held from time to time
(including certain securities deposited in the Trust in substitution for Bonds
not delivered to the Trust or in exchange or substitution for Bonds upon certain
refundings), together with accrued and undistributed interest thereon and
undistributed cash realized from the disposition of Bonds.
"WHEN-ISSUED" AND "DELAYED DELIVERY" TRANSACTIONS. The contracts to
purchase Bonds delivered to the Trustee represent an obligation by issuers or
dealers to deliver Bonds to the Sponsor for deposit in the Trusts. Normally,
"regular way" contracts are settled and the Bonds delivered to the Trustee
within a relatively short period of time. However, certain of the contracts
relate to Bonds which have not been issued as of the Date of Deposit and which
are commonly referred to as "when issued" or "when, as and if issued" Bonds.
Although the Sponsor does not believe it is likely, one or more of the issuers
of such Bonds might decide not to proceed with such offerings. If such Bonds, or
replacement bonds described below, are not acquired by a Trust or if their
delivery is delayed, the Estimated Current Returns and Estimated Long Term
Returns shown herein may be reduced. Certain of the contracts for the purchase
of Bonds provide for delivery dates after the date of settlement for purchases
made on the Date of Deposit. Interest on such "when issued" and "delayed
delivery" Bonds accrues to the benefit of Unitholders commencing with the first
settlement date for the Units. However, in the opinion of counsel, Unitholders
who purchase their Units prior to the date such Bonds are actually delivered to
the Trustee must reduce the tax basis of their Units for interest accruing on
such Bonds during the interval between their purchase of Units and the delivery
of the Bonds because such amounts constitute a return of principal. As a result
of such adjustment, the Estimated Current Returns set forth herein (which are
based on the Public Offering Price as of the business day prior to the Date of
Deposit) may be slightly lower than Unitholders will receive after the first
year, assuming the Portfolio does not change and estimated annual expense does
not vary from that set forth under "Essential Information Regarding the Trusts."
Those Bonds in each Trust purchased with delivery dates after the date of
settlement for purchases made on the Date of Deposit are so noted in the
Schedules of Investments.
LIMITED REPLACEMENT OF CERTAIN BONDS. Neither the Sponsor nor the Trustee
shall be liable in any way for any default, failure or defect in any Bond. In
the event of a failure to deliver any Bond that has been purchased for a Trust
under a contract, including those Bonds purchased on a when, as and if issued
basis ("Failed Bonds"), the Sponsor is authorized under the Indenture to direct
the Trustee to acquire other specified Bonds ("Replacement Bonds") to make up
the original corpus of the Trust. The Replacement Bonds must be purchased within
20 days after delivery of notice of the failed contract and the cost to the
Trust (exclusive of accrued interest) may not exceed the amount of funds
reserved for the purchase of the Failed Bonds. The Replacement Bonds (i) must
satisfy the criteria previously described for Bonds originally included in the
Trust and, with respect to Bonds purchased for a State Trust, shall have the
benefit of an exemption from state taxation of interest to an extent equal to or
greater than that of the Bonds they replace, (ii) must have a fixed maturity
date after the date of purchase of not less than approximately 15 years in the
case of National or State Trusts, approximately 11 years in the case of a Long
Intermediate Trust, approximately 5 years in the case of Intermediate or State
Intermediate Trusts, approximately 3 years in the case of a Short Intermediate
Trust and
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<PAGE>
approximately 1 year in the case of a Short Term Trust, but not later than the
maturity date of the Failed Bonds, (iii) must be acquired at a cost to the Trust
equal to the cost of the same principal amount of Bonds provided in the failed
contract and have a current return and yield to maturity not less than the
current return and yield to maturity of the Failed Bonds and (iv) shall not be
"when, as and if issued" Bonds. Whenever a Replacement Bond has been acquired
for a Trust, the Trustee shall, within five days after the delivery thereof,
mail or deliver a notice of such acquisition to all Unitholders of the Trust
involved. Once the original corpus of the Trust is acquired, the Trustee will
have no power to vary the investment of the Trust; i.e., the Trust will have no
managerial power to take advantage of market variation to improve a Unitholder's
investment.
To the extent the right of limited substitution described in the preceding
paragraph shall not be utilized to acquire Replacement Bonds for the entire
principal amount of Failed Bonds, the Sponsor shall refund to all Unitholders of
the Trust involved the sales charge attributable to such Failed Bonds not
replaced, and the principal and accrued interest attributable to such Bonds
shall be distributed not more than 30 days after the determination of such
failure or at such earlier time as the Trustee in its sole discretion deems to
be in the interest of the Unitholders. Any such accrued interest paid to
Unitholders will be paid by the Sponsor and, accordingly, will not be treated as
tax-exempt income. In the event Failed Bonds in a Trust could not be replaced,
the Net Annual Interest Income per Unit for such Trust would be reduced and the
Estimated Current Return thereon might be lowered.
SALE, MATURITY AND REDEMPTION OF BONDS. Certain of the Bonds may from time
to time under certain circumstances be sold or redeemed or will mature in
accordance with their terms. The proceeds from such events will be used to pay
for Units redeemed or distributed to Unitholders and not reinvested;
accordingly, no assurance can be given that a Trust will retain for any length
of time its present size and composition.
All of the Bonds in each Trust are subject to being called or redeemed in
whole or in part prior to their stated maturities pursuant to the optional
redemption provisions described in the "Schedules of Investments" and in most
cases pursuant to sinking fund, special or extraordinary redemption provisions.
A bond subject to optional call is one which is subject to redemption or
refunding prior to maturity at the option of the issuer. A refunding is a method
by which a bond issue is redeemed, at or before maturity, by the proceeds of a
new bond issue. A bond subject to sinking fund redemption is one which is
subject to partial call from time to time from a fund accumulated for the
scheduled retirement of a portion of an issue prior to maturity. Special or
extraordinary redemption provisions may provide for redemption of all or a
portion of an issue upon the occurrence of certain circumstances related to
defaults or unanticipated changes in circumstances. Events that may permit or
require the special or extraordinary redemption of bonds include, among others:
substantial damage to or destruction of the project for which the proceeds of
the bonds were used; exercise by a local, state or federal governmental unit of
its power of eminent domain to take all or substantially all of the project for
which the proceeds of the bonds were used; a final determination that the
interest on the bonds is taxable; changes in the economic availability of raw
materials, operating supplies or facilities or technological or other changes
which render the operation of the project for which the proceeds of the bonds
were used uneconomical; changes in law or an administrative or judicial decree
which render the performance of the agreement under which the proceeds of the
bonds were made available to finance the project impossible or which create
unreasonable burdens or which impose excessive liabilities, such as taxes, not
imposed on the date the bonds are issued on the issuer of the bonds or the user
of the proceeds of the bonds; an administrative or judicial decree which
requires the cessation of a substantial part of the operations of the project
financed with the proceeds of the bonds;
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an overestimate of the costs of the project to be financed with the proceeds of
the bonds resulting in excess proceeds which may be applied to redeem bonds; or
an underestimate of a source of funds securing the bonds resulting in excess
funds which may be applied to redeem bonds. The Sponsor is unable to predict all
of the circumstances which may result in such redemption of an issue of Bonds.
See the discussion of the various types of bond issues, above, for information
on the call provisions of such bonds, particularly single family mortgage
revenue bonds.
The exercise of redemption or call provisions will (except to the extent the
proceeds of the called Bonds are used to pay for Unit redemptions) result in the
distribution of
principal and may result in a reduction in the amount of subsequent interest
distributions; it may also affect the current return on Units of the Trust
involved. Redemption pursuant to optional call provisions is more likely to
occur, and redemption pursuant to sinking fund or special or extraordinary
redemption provisions may occur, when the Bonds have an offering side evaluation
which represents a premium over par. Redemption pursuant to optional call
provisions may be, and redemption pursuant to sinking fund or special or
extraordinary redemption provisions is likely to be, at a price equal to the par
value of the bonds without any premium (in the case of original issue discount
bonds, such redemption is generally to be made at the issue price plus the
amount of original issue discount accreted to the date of redemption; such price
is referred to herein as "accreted value"). Because Bonds may have been valued
at prices above or below par value or the then current accreted value at the
time Units were purchased, Unitholders may realize gain or loss upon the
redemption of portfolio Bonds. (See Sections 11 and 13 and the "Schedules of
Investments.")
CERTAIN TAX MATTERS; LITIGATION. Certain of the Bonds in each Trust
portfolio may be subject to continuing requirements such as the actual use of
bond proceeds, manner of operation of the project financed from bond proceeds or
rebate of excess earnings on bond proceeds that may affect the exemption of
interest on such Bonds from Federal income taxation. Although at the time of
issuance of each of the Bonds in each Trust an opinion of bond counsel was
rendered as to the exemption of interest on such obligations from Federal income
taxation, and the issuers covenanted to comply with all requirements necessary
to retain the tax-exempt status of the Bonds, there can be no assurance that the
respective issuers or other obligors on such obligations will fulfill the
various continuing requirements established upon issuance of the Bonds. A
failure to comply with such requirements may cause a determination that interest
on such obligations is subject to Federal income taxation, perhaps even
retroactively from the date of issuance of such Bonds, thereby reducing the
value of the Bonds and subjecting Unitholders to unanticipated tax liabilities.
To the best knowledge of the Sponsor, there is no litigation pending as of
the Date of Deposit in respect of any Bonds which might reasonably be expected
to have a material adverse effect on any of the Trusts. It is possible that
after the Date of Deposit, litigation may be initiated with respect to Bonds in
any Trust. Any such litigation may affect the validity of such Bonds or the
tax-exempt nature of the interest thereon, but while the outcome of litigation
of such nature can never be entirely predicted, the opinions of bond counsel to
the issuer of each Bond on the date of issuance state that such Bonds were
validly issued and that the interest thereon is, to the extent indicated, exempt
from Federal income tax.
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<PAGE>
5. WHY AND HOW ARE THE BONDS INSURED?
INSURANCE ON BONDS IN INSURED TRUSTS
Insurance guaranteeing the timely payment, when due, of all principal and
interest on the Bonds in each Insured Trust has been obtained by the Sponsor or
by the issuers or underwriters of Bonds from the Municipal Bond Investors
Assurance Corporation (the "Insurer"). Some of the Bonds in each Insured Trust
may be covered by a policy or policies of insurance obtained by the issuers or
underwriters of the Bonds from Municipal Bond Insurance Association (the
"Association") or Bond Investors Guaranty Insurance Company ("BIG"). The Insurer
has issued a policy or policies of insurance covering each of the Bonds in the
Insured Trusts, each policy to remain in force until the payment in full of such
Bonds and whether or not the Bonds continue to be held by an Insured Trust. By
the terms of each policy the Insurer will unconditionally guarantee to the
holders or owners of the Bonds the payment, when due, required of the issuer of
the Bonds of an amount equal to the principal of and interest on the Bonds as
such payments shall become due but not be paid (except that in the event of any
acceleration of the due date of principal by reason of mandatory or optional
redemption, default or otherwise, the payments guaranteed will be made in such
amounts and at such times as would have been due had there not been an
acceleration). The Insurer will be responsible for such payments, less any
amounts received by the holders or owners of the Bonds from any trustee for the
bond issuers or from any other sources other than the Insurer. The Insurer's
policies relating to small industrial development bonds and pollution control
revenue bonds also guarantee the full and complete payments required to be made
by or on behalf of an issuer of Bonds pursuant to the terms of the Bonds if
there occurs an event which results in the loss of the tax-exempt status of the
interest on such Bonds, including principal, interest or premium payments, if
any, as and when thereby required. The Insurer has indicated that its insurance
policies do not insure the payment of principal or interest on bonds which are
not required to be paid by the issuer thereof because the bonds were not validly
issued; as indicated under "What is the Tax Status of Unitholders?" the
respective issuing authorities have received opinions of bond counsel relating
to the valid issuance of each of the Bonds in the Insured Trusts. The Insurer's
policy also does not insure against non-payment of principal of or interest on
the Bonds resulting from the insolvency, negligence or any other act or omission
of the trustee or other paying agent for the Bonds. The policy is not covered by
the Property/ Casualty Insurance Security Fund specified in Article 76 of the
New York Insurance Law. The policies are non-cancellable and the insurance
premiums have been fully paid on or prior to the Date of Deposit, either by the
Sponsor or, if a policy has been obtained by a Bond issuer, by such issuer.
Upon notification from the trustee for any bond issuer or any holder or
owner of the Bonds or coupons that such trustee or paying agent has insufficient
funds to pay any principal or interest in full when due, the Insurer will be
obligated to deposit funds promptly with State Street Bank and Trust Company,
N.A., New York, New York, as fiscal agent for the Insurer, sufficient to fully
cover the deficit. If notice of nonpayment is received on or after the due date,
the Insurer will provide for payment within one business day following receipt
of the notice. Upon payment by the Insurer of any Bonds, coupons, or interest
payments, the Insurer shall succeed to the rights of the owner of such Bonds,
coupons or interest payments with respect thereto.
The Insurer is the principal operating subsidiary of MBIA, Inc., a New York
Stock Exchange listed company. MBIA, Inc. is not obligated to pay the debts of
or claims against the Insurer. The Insurer is a limited liability corporation
rather than a several liability association. The Insurer is domiciled in the
State of New York and licensed to do business in all 50 states, the District of
Columbia and the Commonwealth of Puerto Rico.
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As of December 31, 1993 the Insurer had admitted assets of $3.1 billion
(audited), total liabilities of $2.1 billion (audited), and total capital and
surplus of $978 million (audited) determined in accordance with statutory
accounting practices prescribed or permitted by insurance regulatory
authorities. As of September 30, 1994, the Insurer had admitted assets of $3.3
billion (unaudited), total liabilities of $2.2 billion (unaudited), and total
capital and surplus of $1.1 billion (unaudited) determined in accordance with
statutory accounting practices prescribed or permitted by insurance regulatory
authorities. Copies of the Insurer's year end financial statements prepared in
accordance with statutory accounting practices are available from the Insurer.
The address of the Insurer is 113 King Street, Armonk, New York 10504.
Each insurance company comprising the Association will be severally and not
jointly obligated under the Association policy in the following respective
percentages: The AEtna Casualty and Surety Company, 33%; Fireman's Fund
Insurance Company, 30%; The Travelers Indemnity Company, 15%; AEtna Insurance
Company (now known as CIGNA Property and Casualty Company), 12%; and The
Continental Insurance Company, 10%. As a several obligor, each such insurance
company will be obligated only to the extent of its percentage of any claim
under the Association policy and will not be obligated to pay any unpaid
obligation of any other member of the Association. Each insurance company's
participation is backed by all of its assets. However, each insurance company is
a multiline insurer involved in several lines of insurance other than municipal
bond insurance, and the assets of each insurance company also secure all of its
other insurance policy and surety bond obligations.
The following table sets forth certain unaudited financial information with
respect to the five insurance companies comprising the Association. The
statistics, which have been furnished by the Association, are as reported by the
insurance companies to the New York State Insurance Department and are
determined in accordance with statutory accounting principles. No representation
is made herein as to the accuracy or adequacy of such information or as to the
absence of material adverse changes in such information subsequent to the date
thereof. In addition, these numbers are subject to revision by the New York
State Insurance Department which, if revised, could either increase or decrease
the amounts.
MUNICIPAL BOND INSURANCE ASSOCIATION
FIVE MEMBER COMPANIES ASSETS AND POLICYHOLDERS' SURPLUS (UNAUDITED)
AS OF SEPTEMBER 30, 1994.
(000'S OMITTED)
<TABLE>
<CAPTION>
NEW YORK NEW YORK NEW YORK
STATUTORY STATUTORY POLICYHOLDERS
ASSETS LIABILITIES SURPLUS
--------------- --------------- --------------
<S> <C> <C> <C>
The AEtna Casualty & Surety Company...................... $ 10,030,200 $ 8,275,300 $ 1,754,900
Fireman's Fund Insurance Company......................... 6,815,775 4,904,534 1,911,241
The Travelers Indemnity Company.......................... 10,295,359 8,515,392 1,779,967
CIGNA Property and Casualty Company (formerly AEtna
Insurance Company)..................................... 5,112,251 4,842,235 270,016
The Continental Insurance Company........................ 2,794,536 2,449,805 344,731
--------------- --------------- --------------
Total............................................ $ 35,048,121 $ 28,987,266 $ 6,060,855
--------------- --------------- --------------
--------------- --------------- --------------
</TABLE>
Standard & Poor's Corporation rates all new issues insured by the
Association "AAA" Prime Grade.
Moody's Investors Service rates all bond issues insured by the Association
"Aaa" and short term loans "MIG 1", both designated to be of the highest
quality.
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Each such rating should be evaluated independently of any other rating. No
application has been made to any other rating agency in order to obtain
additional ratings on the Bonds. The ratings reflect the respective rating
agency's current assessment of the creditworthiness of the Association and its
ability to pay claims on its policies of insurance. Any further explanation as
to the significance of the above ratings may be obtained only from the
applicable rating agency.
Moody's Investors Service rates all bond issues insured by the Insurer "Aaa"
and short-term loans "MIG 1," both designated to be of the highest quality.
Standard & Poor's Ratings Group, a division of McGraw Hill ("Standard &
Poor's") rates all new issues insured by the Insurer "AAA" Prime Grade."
The Moody's Investors Service rating of the Insurer should be evaluated
independently of the Standard & Poor's Corporation rating of the Insurer. No
application has been made to any other rating agency in order to obtain
additional ratings on the Bonds. The ratings reflect the respective rating
agency's current assessment of the creditworthiness of the Insurer and its
ability to pay claims on its policies of insurance (See "Description of
Ratings.") Any further explanation as to the significance of the above ratings
may be obtained only from the applicable rating agency.
The above ratings are not recommendations to buy, sell or hold the Bonds,
and such ratings may be subject to revision or withdrawal at any time by the
rating agencies. Any downward revision or withdrawal of either or both ratings
may have an adverse effect on the market price of the Bonds.
Because the insurance on the Bonds will be effective so long as the Bonds
are outstanding, such insurance will be taken into account in determining the
market value of the Bonds and therefore some value attributable to such
insurance will be included in the value of the Units of the Insured Trusts. The
insurance does not, however, guarantee the market value of the Bonds or of the
Units.
INSURANCE ON CERTAIN BONDS IN TRADITIONAL TRUSTS
Insurance guaranteeing the timely payment, when due, of all principal and
interest on certain Bonds in a Traditional Trust may have been obtained by the
Sponsor, issuer or underwriter of the particular Bonds involved or by another
party. Such insurance, which provides coverage substantially the same as that
obtained with respect to Bonds in Insured Trusts as described above, is
effective so long as the insured Bond is outstanding and the insurer remains in
business. Insurance relates only to the particular Bond and not to the Units
offered hereby or to their market value. Insured Bonds have received a rating of
"Aaa" by Moody's Investors Service, Inc. and/or "AAA" by Standard & Poor's
Corporation in recognition of such insurance.
If a Bond in a Traditional Trust is insured, the Schedule of Investments
will identify the insurer. Such insurance will be provided by Financial Guaranty
Insurance Company ("FGIC"), AMBAC Indemnity Corporation ("AMBAC"), Bond
Investors Guaranty Insurance Company, now known as MBIA Corp. of Illinois
("BIG"), Capital Guaranty Insurance Company ("CGIC"), Financial Security
Assurance, Inc. ("FSA"), Municipal Bond Insurance Association (the
"Association"), Municipal Bond Investors Assurance Corporation ("MBIA") or
Connie Lee Insurance Company ("ConnieLee"). The Sponsor to date has purchased
and presently intends to purchase insurance for Bonds in Traditional Trusts
exclusively from MBIA (see the preceding disclosure regarding MBIA). There can
be no assurance that any insurer listed therein will be able to satisfy its
commitments in the
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event claims are made in the future. However, Standard & Poor's Corporation has
rated the claims-paying ability of each insurer "AAA," and Moody's Investors
Service has rated all bonds insured by each such insurer, except ConnieLee,
"Aaa." Moody's Investor's Service gives no ratings for bonds insured by
ConnieLee.
Because any such insurance will be effective so long as the insured Bonds
are outstanding, such insurance will be taken into account in determining the
market value of such Bonds and therefore some value attributable to such
insurance will be included in the value of the Units of the Trust that includes
such Bonds. The insurance does not, however, guarantee the market value of the
Bonds or of the Units.
6. HOW IS THE PUBLIC OFFERING PRICE DETERMINED?
The Public Offering Price of the Units of each Trust is equal to the Trustee's
determination of the aggregate OFFERING prices of the Bonds deposited therein
(minus any advancement to the principal account of the Trust made by the
Trustee) plus a sales charge of 5.152% of the aggregate offering prices in the
case of National and State Trusts, 4.439% of the aggregate offering prices in
the case of Long Intermediate Trusts, 4.058% of the aggregate offering prices in
the case of Intermediate Trusts, 3.093% of the aggregate offering prices in the
case of Short Intermediate Trusts and 2.564% of the aggregate offering prices in
the case of Short Term Trusts, in each case adding to the total thereof cash
held by the Trust, if any, and dividing the sum so obtained by the number of
Units outstanding in the Trust. This computation produces a gross underwriting
profit equal to 4.90% of the Public Offering Price in the case of National and
State Trusts, 4.25% of the Public Offering Price in the case of Long
Intermediate Trusts, 3.90% of the Public Offering Price in the case of
Intermediate Trusts, 3.00% of the Public Offering Price in the case of Short
Intermediate Trusts and 2.50% of the Public Offering Price in the case of Short
Term Trusts.
The sales charge applicable to quantity purchases is reduced on a graduated
scale for sales to any purchaser of at least $50,000 or 500 Units and will be
applied on whichever basis is more favorable to the purchaser. For purposes of
calculating the applicable sales charge, purchasers who have indicated their
intent to purchase a specified amount of Units of any Trust described herein in
the primary or secondary offering period or units of any other series of Nuveen
Tax-Exempt Unit Trusts in the primary or secondary offering period by executing
and delivering a letter of intent to the Sponsor, which letter of intent must be
in a form acceptable to the Sponsor and shall have a maximum duration of
thirteen months, will be eligible to receive a reduced sales charge according to
the following tables based on the amount of intended aggregate purchases as
expressed in the letter of intent. Due to administrative limitations and in
order to permit adequate tracking, the only secondary market purchases that will
be permitted to be applied toward the intended specified amount and that will
receive the corresponding reduced sales charge are those Units that are acquired
through or from the Sponsor. By establishing a letter of intent, a Unitholder
agrees that the first purchase of Units following the execution of such letter
of intent will be at least 5% of the total amount of the intended aggregate
purchases expressed in such Unitholder's letter of intent. Further, through the
establishment of the letter of intent, such Unitholder agrees that units
representing 5% of the total amount of the intended purchases will be held in
escrow by United States Trust Company of New York pending completion of these
purchases. All distributions on units held in escrow will be credited to such
Unitholder's account. If total purchases prior to the expiration of the letter
of intent period equal or exceed the amount specified in a Unitholder's letter
of intent, the units held in escrow will be transferred to such Unitholder's
account. If the total purchases are less than the amount specified, the
Unitholder involved must pay the Sponsor an amount equal to the difference
between the amounts paid for these purchases and the amounts which would have
been paid if the higher sales charge had been applied. If such
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Unitholder does not pay the additional amount within 20 days after written
request by the Sponsor or the Unitholder's securities representative, the
Sponsor will instruct the Trustee to redeem an appropriate number of the
escrowed units to meet the required payment. By establishing a letter of intent,
a Unitholder irrevocably appoints the Sponsor as attorney to give instructions
to redeem any or all of such Unitholder's escrowed units, with full power of
substitution in the premises. A Unitholder or his securities representative must
notify the Sponsor whenever such Unitholder makes a purchase of Units that he
wishes to be counted towards the intended amount. Sales charges during the
primary offering period are as follows:
<TABLE>
<CAPTION>
NATIONAL AND STATE LONG INTERMEDIATE
TRUSTS TRUSTS INTERMEDIATE TRUSTS
---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
PERCENT PERCENT PERCENT PERCENT PERCENT PERCENT
OF OF NET OF OF NET OF OF NET
OFFERING AMOUNT OFFERING AMOUNT OFFERING AMOUNT
NUMBER OF UNITS* PRICE INVESTED PRICE INVESTED PRICE INVESTED
----------------------------------------------------- ----------- --------- ----------- --------- ----------- ---------
Less than 500........................................ 4.90% 5.152% 4.25% 4.439% 3.90% 4.058%
500 but less than 1,000.............................. 4.75 4.987 4.15 4.330 3.70 3.842
1,000 but less than 2,500............................ 4.50 4.712 3.85 4.004 3.50 3.627
2,500 but less than 5,000............................ 4.25 4.439 3.60 3.734 3.25 3.359
5,000 but less than 10,000........................... 3.50 3.627 3.35 3.466 3.00 3.093
10,000 but less than 25,000.......................... 3.00 3.093 3.00 3.093 2.75 2.828
25,000 but less than 50,000.......................... 2.50 2.564 2.50 2.564 2.50 2.564
50,000 or more....................................... 2.00 2.041 2.00 2.041 2.00 2.041
</TABLE>
<TABLE>
<CAPTION>
SHORT INTERMEDIATE
TRUSTS SHORT TERM TRUSTS
---------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
PERCENT PERCENT PERCENT PERCENT
OF OF NET OF OF NET
OFFERING AMOUNT OFFERING AMOUNT
NUMBER OF UNITS* PRICE INVESTED PRICE INVESTED
----------------------------------------------------- ----------- --------- ----------- ---------
Less than 500........................................ 3.00% 3.093% 2.50% 2.564%
500 but less than 1,000.............................. 2.80 2.881 2.30 2.354
1,000 but less than 2,500............................ 2.60 2.670 2.10 2.145
2,500 but less than 5,000............................ 2.35 2.407 1.85 1.885
5,000 but less than 10,000........................... 2.10 2.145 1.60 1.626
10,000 but less than 25,000.......................... 1.85 1.885 1.35 1.368
25,000 but less than 50,000.......................... 1.80 1.833 1.25 1.266
50,000 or more....................................... 1.50 1.523 1.15 1.163
</TABLE>
*Breakpoint sales charges are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 500 Units to $50,000,
2,500 Units to $250,000 etc., and will be applied on that basis which is more
favorable to the purchaser.
For "secondary market" sales the Public Offering Price per Unit of each
Trust is determined by adding to the Trustee's determination of the BID price of
each Bond in the Trust a sales charge determined in accordance with the table
set forth below based upon the number of years remaining to the maturity of each
such Bond, adjusting the total to reflect the amount of any cash held in or
advanced to the principal account of the Trust and dividing the result by the
number of Units then outstanding. For purposes of this calculation, Bonds will
be deemed to mature on their stated maturity dates unless: (a) the Bonds have
been called for redemption or funds or securities have been placed in escrow to
redeem them on an earlier call date, in which case such call date shall be
deemed to be the date upon which they mature; or (b) such Bonds are subject to a
"mandatory put," in which case such mandatory put date shall be deemed to be the
date upon which they mature. Any assumptions regarding maturity made for
purposes of determining the appropriate sales charge in no way predict or
guarantee the actual remaining life of a given Trust.
Pursuant to the terms of the Indenture, the Trustee may terminate a Trust if
the net asset value of such Trust, as shown by any evaluation, is less than 20%
of the original principal amount of the Trust. In the course of regularly
appraising the value of Bonds in
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<PAGE>
each Trust, the Sponsor will attempt to estimate the date on which a Trust's
value will fall below the 20% level based on anticipated bond events over a five
year period, including maturities, escrow calls and current calls or refundings,
assuming certain market rates. The Sponsor intends from time to time to
recommend that certain Trusts whose values have fallen or are anticipated to
fall below the 20% level be terminated based on certain criteria which could
adversely affect the Trust's diversification. Once the Sponsor has determined
that a Trust's value has or may fall below the 20% level within a five-year
period, for purposes of computing the sales charge using the table set forth
below, the maturity of each bond in such Trust will be deemed to be the earlier
of the estimated termination date of the Trust, or the actual date used when
pricing the bond under Municipal Securities Rulemaking Board rules and
interpretations issued thereunder.
The effect of this method of sales charge calculation will be that different
sales charge rates will be applied to the various Bonds in a Trust portfolio
based upon the maturities of such Bonds, in accordance with the following
schedule. As shown, the sales charge on Bonds in each maturity range (and
therefore the aggregate sales charge on the purchase) is reduced with respect to
purchases of at least $50,000 or 500 Units:
<TABLE>
<CAPTION>
AMOUNT OF PURCHASE*
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$50,000 $100,000 $250,000 $500,000 $1,000,000 $2,500,000
UNDER TO TO TO TO TO TO
YEARS TO MATURITY $50,000 $99,999 $249,999 $499,999 $999,999 $2,499,999 $4,999,999
--------------------------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
Less than 1................ 0 0 0 0 0 0 0
1 but less than 2.......... 1.523% 1.446% 1.369% 1.317% 1.215% 1.061% .900%
2 but less than 3.......... 2.041 1.937 1.833 1.729 1.626 1.420 1.225
3 but less than 4.......... 2.564 2.433 2.302 2.175 2.041 1.781 1.546
4 but less than 5.......... 3.093 2.961 2.828 2.617 2.459 2.175 1.883
5 but less than 7.......... 3.627 3.433 3.239 3.093 2.881 2.460 2.165
7 but less than 10......... 4.167 3.951 3.734 3.520 3.239 2.828 2.489
10 but less than 13........ 4.712 4.467 4.221 4.004 3.788 3.253 2.842
13 but less than 16........ 5.263 4.988 4.712 4.439 4.167 3.627 3.169
16 or more................. 5.820 5.542 5.263 4.987 4.603 4.004 3.500
<CAPTION>
<S> <C>
$5,000,000
YEARS TO MATURITY OR MORE
--------------------------- -------------
Less than 1................ 0
1 but less than 2.......... .750%
2 but less than 3.......... 1.030
3 but less than 4.......... 1.310
4 but less than 5.......... 1.590
5 but less than 7.......... 1.870
7 but less than 10......... 2.150
10 but less than 13........ 2.430
13 but less than 16........ 2.710
16 or more................. 3.000
</TABLE>
*Breakpoint sales charges are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 500 Units to
$50,000, 2,500 Units to $250,000, etc., and will be applied on that basis
which is more favorable to the purchaser.
The secondary market sales charges above are expressed as a percent of the
net amount invested; expressed as a percent of the Public Offering Price, the
maximum sales charge on any Trust, including one consisting entirely of Bonds
with 16 years or more to maturity, would be 5.50% (5.820% of the net amount
invested). For purposes of illustration, the sales charge on a Trust consisting
entirely of Bonds maturing in 13 to 16 years would be 5% (5.263% of the net
amount invested); that on a Trust consisting entirely of Bonds maturing in five
to seven years would be 3.5% (3.627% of the net amount invested); and that on a
Trust consisting entirely of Bonds maturing in three to four years would be 2.5%
(2.564% of the net amount invested). The actual secondary market sales charge
included in the Public Offering Price of any particular Trust will depend on the
maturities of the Bonds in the portfolio of such Trust.
At all times while Units are being offered for sale, the Sponsor will
appraise or cause to be appraised daily the value of the underlying Bonds in
each Trust as of 4:00 p.m. eastern time on each day on which the New York Stock
Exchange (the "Exchange") is normally open and will adjust the Public Offering
Price of the Units commensurate with such appraisal. Such Public Offering Price
will be effective for all orders received by a dealer or the Sponsor at or prior
to 4:00 p.m. eastern time on each such day. Orders received after that time, or
on a day when the Exchange is closed for a scheduled holiday or weekend, will be
held until the next determination of price.
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<PAGE>
As more fully set forth in Section 8, accrued interest from the preceding
Record Date to, but not including, the settlement date of the transaction (five
business days after purchase) will be added to the Public Offering Price to
determine the purchase price of Units.
The above graduated sales charges will apply on all applicable purchases of
Nuveen investment company securities on any one day by the same purchaser in the
amounts stated, and for this purpose purchases of this Series will be aggregated
with concurrent purchases of any other Series or of shares of any open-end
management investment company of which the Sponsor is principal underwriter and
with respect to the purchase of which a sales charge is imposed.
Purchases by or for the account of an individual and his or her spouse and
children under 21 years of age will be aggregated to determine the applicable
sales charge. The graduated sales charges are also applicable to a trustee or
other fiduciary purchasing securities for a single trust estate or single
fiduciary account.
Units may be purchased at the Public Offering Price without a sales charge
by officers or directors and by bona fide, full-time employees of Nuveen, Nuveen
Advisory Corp., Nuveen Institutional Advisory Corp. and The John Nuveen Company,
including in each case these individuals and their immediate family members (as
defined above).
Units may be purchased in the primary or secondary market at the Public
Offering Price for non-breakpoint purchases minus the concession the Sponsor
typically allows to brokers and dealers for non-breakpoint purchases (see
Section 17) by (1) investors who purchase Units through registered investment
advisers, certified financial planners and registered broker-dealers who in each
case either charge periodic fees for financial planning, investment advisory or
asset management services, or provide such services in connection with the
establishment of an investment account for which a comprehensive "wrap fee"
charge is imposed, (2) bank trust departments investing funds over which they
exercise exclusive discretionary investment authority and that are held in a
fiduciary, agency, custodial or similar capacity, (3) any person who for at
least 90 days, has been an officer, director or bona fide employee of any firm
offering Units for sale to investors or their immediate family members (as
defined above) and (4) officers and directors of bank holding companies that
make Units available directly or through subsidiaries or bank affiliates.
Notwithstanding anything to the contrary in this Prospectus, such investors,
bank trust departments, firm employees and bank holding company officers and
directors who purchase Units through this program will not receive sales charge
reductions for quantity purchases.
The initial or primary Public Offering Price of the Units in each Trust is
based upon a pro rata share of the OFFERING prices per Unit of the Bonds in such
Trust plus the applicable sales charge. The secondary market Public Offering
Price of each Trust is based upon a pro rata share of the BID prices per Unit of
the Bonds in such Trust plus the applicable sales charge. The OFFERING prices of
Bonds in a Trust may be expected to average approximately 1% to 2% more than the
BID prices of such Bonds in the case of National, Long Intermediate and State
Trusts, 3/4% to 1 1/2% in the case of Intermediate and Short Intermediate
Trusts, and 1/2% to 3/4% in the case of Short Term Trusts. The difference
between the bid side evaluation and the offering side evaluation of the Bonds in
each Trust on the business day prior to the Date of Deposit is shown in the
discussion of each Trust portfolio.
Whether or not Units are being offered for sale, the Sponsor will determine
the aggregate value of each Trust as of 4:00 p.m. eastern time: (i) on each June
30 or December 31 (or, if such date is not a business day, the last business day
prior thereto), (ii) on any day on which a Unit is tendered for redemption (or
the next succeeding business day if the date of tender is a non-business day)
and (iii) at such other times as may be necessary. For
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<PAGE>
this purpose, a "business day" shall be any day on which the Exchange is
normally open. (See Section 16.)
7. MARKET FOR UNITS
During the initial public offering period, the Sponsor intends to offer to
purchase Units of each Trust at a price equivalent to the pro rata share per
Unit of the OFFERING prices of the Bonds in such Trust (plus accrued interest).
Afterward, although it is not obligated to do so, the Sponsor intends to
maintain a secondary market for Units of each Trust at its own expense and
continuously to offer to purchase Units of each Trust at prices, subject to
change at any time, which are based upon the BID prices of Bonds in the
respective portfolios of the Trusts. If the supply of Units of any of the Trusts
of this Series exceeds demand, or for some other business reason, the Sponsor
may discontinue purchases of Units of such Trust at such prices. UNITHOLDERS WHO
WISH TO DISPOSE OF THEIR UNITS SHOULD INQUIRE OF THE TRUSTEE OR THEIR BROKER AS
TO THE CURRENT REDEMPTION PRICE (SEE SECTION 19). In connection with its
secondary marketmaking activities, the Sponsor may from time to time enter into
secondary market joint account agreements with other brokers and dealers.
Pursuant to such an agreement the Sponsor will purchase Units from the broker or
dealer at the bid price and will place the Units into a joint account managed by
the Sponsor; sales from the account will be made in accordance with the then
current prospectus and the Sponsor and the broker or dealer will share profits
and losses in the joint account in accordance with the terms of their joint
account agreement.
Certificates, if any, for Units are delivered to the purchaser as promptly
after the date of settlement (five business days after purchase) as the Trustee
can complete the mechanics of registration. Normally, Certificates, if any, are
mailed by the Trustee within 48 hours after registration instructions are
received. Purchasers of Units to whom Certificates are issued will be unable to
exercise any right of redemption until they have received their Certificates as
tender of the Certificate, properly endorsed for transfer. (See Section 19.)
Each Unit of each respective Trust initially offered by this Prospectus
represents that fractional undivided interest in such Trust as is set forth
under "Essential Information Regarding the Trusts." To the extent that any Units
of any Trust are redeemed by the Trustee, the aggregate value of the Trust's
assets will decrease by the amount paid to the redeeming Unitholder, but the
fractional undivided interest of each unredeemed Unit in such Trust will
increase proportionately. The Sponsor will initially, and from time to time
thereafter, hold Units in connection with their offering.
8. WHAT IS ACCRUED INTEREST?
Accrued interest is the accumulation of unpaid interest on a bond from the last
day on which interest thereon was paid. Interest on Bonds in each Trust is
accounted for daily on an accrual basis. For this reason, the purchase price of
Units of a Trust will include not only the Public Offering Price but also the
proportionate share of accrued interest to the date of settlement. Interest
accrues to the benefit of Unitholders commencing with the settlement date of
their purchase transaction.
Accrued interest does not include accrual of original issue discount on zero
coupon bonds, Stripped Obligations or other original issue discount bonds. (See
"Summary of Portfolios--General Trust Information" and "What Is The Tax Status
of Unitholders.")
In an effort to reduce the amount of accrued interest that investors would
have to pay in addition to the Public Offering Price, the Trustee has agreed to
advance to each Trust the amount of accrued interest due on the Bonds as of the
Date of Deposit (which has been designated the first Record Date for all plans
of distribution). This accrued interest will be paid to the Sponsor as the
holder of record of all Units on the Date of Deposit. Consequently, when the
Sponsor sells Units of a Trust, the amount of accrued interest to be added to
A-17
<PAGE>
the Public Offering Price to determine the purchase price of the Units of such
Trust purchased by an investor will include only accrued interest from the Date
of Deposit to, but not including, the date of settlement of the investor's
purchase (five business days after purchase), less any distributions from the
related Interest Account. The Trustee will recover its advancements (without
interest or other cost to the Trusts) from interest received on the Bonds
deposited in each Trust.
The Trustee has no cash for distribution to Unitholders until it receives
interest payments on the Bonds in the Trusts. Since municipal bond interest is
accrued daily but paid only semi-annually, during the initial months of the
Trusts, the Interest Accounts, consisting of accrued but uncollected interest
and collected interest (cash), will be predominantly the uncollected accrued
interest that is not available for distribution. However, due to advances by the
Trustee, the Trustee will provide a first distribution between approximately 30
and 60 days after the Date of Deposit. Assuming each Trust retains its original
size and composition and expenses and fees remain the same, annual interest
collected and distributed will approximate the estimated Net Annual Interest
Income stated herein. However, the amount of accrued interest at any point in
time will be greater than the amount that the Trustee will have actually
received and distributed to the Unitholders. Therefore, there will always remain
an item of accrued interest that is included in the Purchase Price and the
redemption price of the Units.
Interest is accounted for daily and a proportionate share of accrued and
undistributed interest computed from the preceding Record Date is added to the
daily valuation of each Unit of each Trust. (See Sections 3 and 13.) As Bonds
mature, or are redeemed or sold, the accrued interest applicable to such bonds
is collected and subsequently distributed to Unitholders. Unitholders who sell
or redeem all or a portion of their Units will be paid their proportionate share
of the remaining accrued interest to, but not including, the fifth business day
following the date of sale or tender.
9. WHAT ARE ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN?
The Estimated Long Term Return for each Trust is a measure of the return to the
investor earned over the estimated life of the Trust. The Estimated Long Term
Return represents an average of the yields to maturity (or call) of the Bonds in
the Trust's portfolio calculated in accordance with accepted bond practice and
adjusted to reflect expenses and sales charges. Under accepted bond practice,
tax-exempt bonds are customarily offered to investors on a "yield price" basis,
which involves computation of yield to maturity or to an earlier call date
(whichever produces the lower yield), and which takes into account not only the
interest payable on the bonds but also the amortization or accretion to a
specified date of any premium over or discount from the par (maturity) value in
the bond's purchase price. In calculating Estimated Long Term Return, the
average yield for the Trust's portfolio is derived by weighting each Bond's
yield by the market value of the Bond and by the amount of time remaining to the
date to which the Bond is priced. Once the average portfolio yield is computed,
this figure is then reduced to reflect estimated expenses and the effect of the
maximum sales charge paid by investors. The Estimated Long Term Return
calculation does not take into account the effect of a first distribution which
may be less than a regular distribution or may be paid at some point after 30
days (or a second distribution which may be less than a normal distribution for
Unitholders who choose quarterly or semi-annual plans of distribution), and it
also does not take into account the difference in timing of payments to
Unitholders who choose quarterly or semi-annual plans of distribution, each of
which will reduce the return.
Estimated Current Return is computed by dividing the Net Annual Interest
Income per Unit by the Public Offering Price. In contrast to Estimated Long Term
Return, Estimated
A-18
<PAGE>
Current Return does not reflect the amortization of premium or accretion of
discount, if any, on the Bonds in the Trust's portfolio. Net Annual Interest
Income per Unit is calculated by dividing the annual interest income to the
Trust, less estimated expenses, by the number of Units outstanding.
Net Annual Interest Income per Unit, used to calculate Estimated Current
Return, will vary with changes in fees and expenses of the Trustee and the
Evaluator and with the redemption, maturity, exchange or sale of Bonds. A Trust
may experience expenses and portfolio changes different from those assumed in
the calculation of Estimated Long Term Return. There thus can be no assurance
that the Estimated Current Returns or Estimated Long Term Returns quoted herein
will be realized in the future. A Unitholder's actual return may vary
significantly from the Estimated Long-Term Return, based on their holding
period, market interest rate changes, other factors affecting the prices of
individual bonds in the portfolio, and differences between the expected
remaining life of portfolio bonds and the actual length of time that they remain
in the Trust; such actual holding periods may be reduced by termination of the
Trust, as described in "AMENDMENT AND TERMINATION OF INDENTURE." Since both the
Estimated Current Return and the Estimated Long Term Return quoted herein are
based on the market value of the underlying Bonds on the business day prior to
the Date of Deposit, subsequent calculations of these performance measures will
reflect the then current market value of the underlying Bonds and may be higher
or lower.
A portion of the monies received by a Trust may be treated, in the first
year only, as a return of principal due to the inclusion in the Trust portfolio
of "when-issued" or other Bonds having delivery dates after the date of
settlement for purchases made on the Date of Deposit. A consequence of this
treatment is that in the computation of Estimated Current Return for the first
year, such monies are excluded from Net Annual Interest Income and treated as an
adjustment to the Public Offering Price. (See "Essential Information Regarding
the Trusts" and Sections 4 and 11.)
For a statement of the Net Annual Interest Income per Unit under the monthly
plan of distribution, and Estimated Long Term Yield and Estimated Current
Returns based on the Public Offering Prices of the Trusts in this Series, all as
of the day prior to the Date of Deposit, see "Essential Information Regarding
the Trusts."
10. HOW WAS THE PRICE OF THE BONDS DETERMINED AT THE DATE OF DEPOSIT?
The prices at which the Bonds deposited in the Trusts would have been offered to
the public on the business day prior to the Date of Deposit were determined by
the Trustee on the basis of an evaluation of such Bonds prepared by Kenny S&P
Evaluation Services, a division of J. J. Kenny Co., Inc., a firm regularly
engaged in the business of evaluating, quoting or appraising comparable bonds.
With respect to Bonds in Insured Trusts and insured Bonds in Traditional Trusts,
Kenny S&P Evaluation Services, a division of J. J. Kenny Co., Inc., evaluated
the Bonds as so insured. (See Section 5).
The amount by which the Trustee's determination of the OFFERING PRICES of
the Bonds deposited in the Trusts was greater or less than the cost of such
Bonds to the Sponsor was PROFIT OR LOSS to the Sponsor exclusive of any
underwriting profit. (See Section 3.) The Sponsor also may realize FURTHER
PROFIT OR SUSTAIN FURTHER LOSS as a result of fluctuations in the Public
Offering Price of the Units. Cash, if any, made available to the Sponsor prior
to the settlement date for a purchase of Units, or prior to the acquisition of
all Portfolio securities by a Trust, may be available for use in the Sponsor's
business, and may be of benefit to the Sponsor.
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<PAGE>
11. WHAT IS THE TAX STATUS OF UNITHOLDERS?
At the respective times of issuance of the Bonds opinions relating to the
validity thereof and to the exemption of interest thereon from Federal income
tax were rendered by bond counsel to the respective issuing authorities. In
addition, with respect to State Trusts, where applicable, bond counsel to the
issuing authorities rendered opinions as to the exemption of interest on such
Bonds, when held by residents of the state in which the issuers of such Bonds
are located, from state income taxes and certain state or local intangibles and
local income taxes. For a discussion of the tax status of State Trusts see
"Summary of Portfolios-- Tax Status" for the respective State Trust. (See
Sections 2 and 3.) Neither the Sponsor nor its counsel have made any special
review for the Trusts of the proceedings relating to the issuance of the Bonds
or of the basis for the opinions rendered in connection therewith.
Taxpayers must disclose on their Federal tax returns the amount of
tax-exempt interest earned during the year. Federally tax-exempt income,
including income on Units of the Trusts, will be taken into consideration in
computing the portion, if any, of social security benefits received that will be
included in a taxpayer's gross income subject to the Federal income tax.
Gain realized on the sale or redemption of the Bonds by the Trustee or of a
Unit by a Unitholder is includable in gross income for Federal income tax
purposes, and may be includable in gross income for state tax purposes. (Such
gain does not include any amounts received in respect of accrued interest or
accrued original issue discount, if any.) A portion of a Unitholder's gain, to
the extent of accreted market discount, may be treated as ordinary income rather
than capital gain if the Bonds were purchased by a Trust at a market discount or
if the Unitholder purchased his or her Units at a market discount on or after
April 30, 1993. Market discount can arise based on the price the Trust pays for
the Bonds or the price a Unitholder pays for his or her Units.
In the opinion of Chapman and Cutler, Counsel to the Sponsor, under existing
law:
(1) the Trusts are not associations taxable as corporations for Federal
income tax purposes. Tax-exempt interest received by each of the Trusts
on Bonds deposited therein will retain its status as tax-exempt
interest, for Federal income tax purposes, when received by the Trusts
and when distributed to the Unitholders, except that the alternative
minimum tax and environmental tax (the "Superfund Tax") applicable to
corporate Unitholders may, in certain circumstances, include in the
amount on which such taxes are calculated a portion of the interest
income received by the Trust. See "Certain Tax Matters Applicable to
Corporate Unitholders", below;
(2) each Unitholder of a Trust is considered to be the owner of a pro rata
portion of such Trust under Subpart E, subchapter J of Chapter 1 of the
Internal Revenue Code of 1986 (the "Code") and will have a taxable event
when the Trust disposes of a Bond or when the Unitholder redeems or
sells Units. Unitholders must reduce the tax basis of their Units for
their share of accrued interest received by the Trust, if any, on Bonds
delivered after the date the Unitholders pay for their Units and,
consequently, such Unitholders may have an increase in taxable gain or
reduction in capital loss upon the disposition of such Units. Gain or
loss upon the sale or redemption of Units is measured by comparing the
proceeds of such sale or redemption with the adjusted basis of the
Units. If the Trustee disposes of Bonds (whether by sale, payment at
maturity, redemption or otherwise), gain or loss is recognized to the
Unitholder. The amount of any such gain or loss is measured by comparing
the Unitholder's pro rata share of the total proceeds from such
disposition with the Unitholder's basis for his or her fractional
interest in the asset disposed of. In the case of a Unitholder who
purchases Units, such basis (before adjustment for earned
A-20
<PAGE>
original issue discount and amortized bond premium, if any) is
determined by apportioning the cost of the Units among each of the Trust
assets ratably according to value as of the date of acquisition of the
Units. The tax cost reduction requirements of said Code relating to
amortization of bond premium may, under some circumstances, result in
the Unitholder realizing a taxable gain when his or her Units are sold
or redeemed for an amount equal to their original cost; and
(3) any amounts paid on defaulted Bonds held by the Trustee under policies
of insurance issued with respect to such Bonds will be excludable from
Federal gross income if, and to the same extent as, such interest would
have been so excludable if paid by the respective issuer provided that,
at the time such policies are purchased, the amounts paid for such
policies are reasonable, customary and consistent with the reasonable
expectation that the issuer of the bonds, rather than the insurer, will
pay debt service on the bonds. Paragraph (2) of this opinion is
accordingly applicable to policy proceeds representing maturing
interest.
In the opinion of Carter, Ledyard & Milburn, counsel to the Trustee, and, in the
absence of a New York Trust from the Series, special counsel for the Series for
New York tax matters, under existing law:
Under the income tax laws of the State and City of New York, each Trust
is not an association taxable as a corporation and the income of each Trust
will be treated as the income of the Unitholders.
For a summary of each opinion of special counsel to the respective State
Trusts for state tax matters, see Section 3.
ALL STATEMENTS IN THE PROSPECTUS CONCERNING EXEMPTION FROM FEDERAL, STATE OR
OTHER TAXES ARE THE OPINION OF COUNSEL AND ARE TO BE SO CONSTRUED.
The redemption of Units in a Trust by a Unitholder would result in each of
the remaining Unitholders of said Trust owning a greater proportionate interest
in the remaining assets of said Trust. Although present law does not directly
address this matter, it would appear reasonable that a remaining Unitholder's
tax basis in his Units would include his proportionate share of any proceeds
received by the Trust on the sale of bonds which were not distributed to him but
were instead used by the Trust to redeem Units and that his tax basis in the
remaining assets of the Trust would accordingly be increased by such share of
proceeds, based on the relative fair market value of the remaining assets of the
Trust as of the date of such redemption.
Sections 1288 and 1272 of the Code provide a complex set of rules governing
the accrual of original issue discount. These rules provide that original issue
discount accrues either on the basis of a constant compound interest rate or
ratably over the term of the Bond, depending on the date the Bond was issued. In
addition, special rules apply if the purchase price of a Bond exceeds the
original issue price plus the amount of original issue discount which would have
previously accrued based upon its issue price (its "adjusted issue price"). The
application of these rules will also vary depending on the value of the Bond on
the date a Unitholder acquires his Units, and the price the Unitholder pays for
his Units. The accrual of tax-exempt original issue discount on zero coupon
bonds and other original issue discount bonds will result in an increase in the
Unitholder's basis in such obligations and, accordingly, in his basis in his
Units.
The Tax Act subjects tax-exempt bonds to the market discount rules of the
Code effective for bonds purchased after April 30, 1993. In general, market
discount is the amount (if any) by which the stated redemption price at maturity
exceeds an investor's purchase price (except to the extent that such difference,
if any, is attributable to original issue discount not yet accrued). Under the
Tax Act, accretion of market discount is taxable as ORDINARY
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INCOME; under prior law, the accretion had been treated as capital gain. Market
discount that accretes while the Trust holds a Bond would be recognized as
ordinary income by the Unitholders when principal payments are received on the
Bond, upon sale or at redemption (including early redemption), or upon the sale
or redemption of his or her Units, unless a Unitholder elects to include market
discount in taxable income as it accrues. The market discount rules are complex
and Unitholders should consult their tax advisors regarding these rules and
their application.
The Internal Revenue Code provides that interest on indebtedness incurred or
continued to purchase or carry obligations, the interest on which is wholly
exempt from Federal income taxes, is not deductible. Because each Unitholder is
treated for Federal income tax purposes as the owner of a pro rata share of the
Bonds owned by the applicable Trust, interest on borrowed funds used to purchase
or carry Units of such Trust will not be deductible for Federal income tax
purposes. Under rules used by the Internal Revenue Service for determining when
borrowed funds are considered used for the purpose of purchasing or carrying
particular assets, the purchase of Units may be considered to have been made
with borrowed funds even though the borrowed funds are not directly traceable to
the purchase of Units (however, these rules generally do not apply to interest
paid on indebtedness incurred to purchase or improve a personal residence).
Similar rules are generally applicable for state tax purposes. Special rules
apply in the case of certain financial institutions that acquire Units.
Investors with questions regarding these issues should consult with their tax
advisers.
In general, each issue of bonds in the Trusts is subject to certain
post-issuance requirements which must be met in order for the interest on the
Bonds to be and remain exempt from Federal income taxation. Bond counsel to each
issuer generally has opined that, assuming continuing compliance by such issuers
with certain covenants, interest on such Bonds will continue to be exempt from
Federal income taxation (other than with respect to the application to corporate
Unitholders of the alternative minimum tax or the Superfund Tax, as discussed
below).
For purposes of computing the alternative minimum tax for individuals and
corporations, interest on certain specified tax-exempt private activity bonds is
included as a preference item. The Trusts do not include any such bonds.
For taxpayers other than corporations, net capital gains are presently
subject to a maximum tax rate of 28 percent. 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.
CERTAIN TAX MATTERS APPLICABLE TO CORPORATE UNITHOLDERS. In the case of
certain corporations, the alternative minimum tax and the Superfund Tax depend
upon the corporation's alternative minimum taxable income ("AMTI"), which is the
corporation's taxable income with certain adjustments. One of the adjustment
items used in computing AMTI and the Superfund Tax of a corporation (other than
an S corporation, Regulated Investment Company, Real Estate Investment Trust, or
REMIC) is an amount equal to 75% of the excess of such corporation's "adjusted
current earnings" over an amount equal to its AMTI (before such adjustment item
and the alternative tax net operation loss deduction). Although tax-exempt
interest received by each of the Trusts on Bonds deposited therein will not be
included in the gross income of corporations for Federal income tax purposes,
"adjusted current earnings" includes all tax-exempt interest, including interest
on all Bonds in the Trust and tax-exempt original issue discount.
Corporate Unitholders are urged to consult their own tax advisers with
respect to the particular tax consequences to them resulting under the Federal
tax law, including the
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<PAGE>
corporate alternative minimum tax, the Superfund Tax and the branch profits tax
imposed by Section 884 of the Code.
EXCEPT AS NOTED ABOVE AND IN SECTION 3, THE EXEMPTION OF INTEREST ON STATE
AND LOCAL OBLIGATIONS FOR FEDERAL INCOME TAX PURPOSES DOES NOT NECESSARILY
RESULT IN EXEMPTION UNDER THE INCOME OR OTHER TAX LAWS OF ANY STATE OR CITY. THE
LAWS OF THE SEVERAL STATES VARY WITH RESPECT TO THE TAXATION OF SUCH
OBLIGATIONS.
12. WHAT ARE NORMAL TRUST OPERATING EXPENSES?
No annual advisory fee is charged the Trusts by the Sponsor. The Sponsor does,
however, receive a fee of $0.17 per annum per $1,000 principal amount of the
underlying Bonds in each Trust for regularly evaluating the Bonds and for
maintaining surveillance over the portfolio. (See Section 16.)
The Trustee receives for ordinary recurring services an annual fee for each
plan of distribution for each Trust as set forth in "Essential Information
Regarding the Trusts." Each annual fee is per $1,000 principal amount of the
underlying Bonds in a Trust for that portion of the Trust that represents a
particular plan of distribution. The Trustee's fee may be periodically adjusted
in response to fluctuations in short-term interest rates (reflecting the cost to
the Trustee of advancing funds to a Trust to meet scheduled distributions) and
may be further adjusted in accordance with the cumulative percentage increase of
the United States Department of Labor's Consumer Price Index entitled "All
Services Less Rent" since the establishment of the Trusts. The Trustee has the
use of funds, if any, being
held in the Interest and Principal Accounts of each Trust for future
distributions, payment of expenses and redemptions. These Accounts are
non-interest bearing to Unitholders. Pursuant to normal banking procedures, the
Trustee benefits from the use of funds held therein. Part of the Trustee's
compensation for its services to the Fund is expected to result from such use of
these funds.
Premiums for the policies of insurance obtained by the Sponsor or by the
Bond issuers with respect to the Bonds in the Insured Trusts and with respect to
insured Bonds in Traditional Trusts have been paid in full prior to the deposit
of the Bonds in the Trusts, and the value of such insurance has been included in
the evaluation of the Bonds in each Trust and accordingly in the Public Offering
Price of Units of each Trust. There are no annual continuing premiums for such
insurance.
The Sponsor has borne all costs of creating and establishing the Trusts. The
following are expenses of the Trusts and, when paid by or are owed to the
Trustee, are secured by a lien on the assets of the Trust or Trusts to which
such expenses are allocable: (1) the expenses and costs of any action undertaken
by the Trustee to protect the Trusts and the rights and interests of the
Unitholders; (2) all taxes and other governmental charges upon the Bonds or any
part of the Trusts (no such taxes or charges are being levied or made or, to the
knowledge of the Sponsor, contemplated); (3) amounts payable to the Trustee as
fees for ordinary recurring services and for extraordinary non-recurring
services rendered pursuant to the Indenture, all disbursements and expenses
including counsel fees (including fees of bond counsel which the Trustee may
retain) sustained or incurred by the Trustee in connection therewith; and (4)
any losses or liabilities accruing to the Trustee without negligence, bad faith
or willful misconduct on its part. The Trustee is empowered to sell Bonds in
order to pay these amounts if funds are not otherwise available in the
applicable Interest and Principal Accounts.
The Indenture requires each Trust to be audited on an annual basis at the
expense of the Trust by independent public accountants selected by the Sponsor.
The Trustee shall not be required, however, to cause such an audit to be
performed if its cost to a Trust shall exceed
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$.05 per Unit on an annual basis. Unitholders of a Trust covered by an audit may
obtain a copy of the audited financial statements upon request.
13. WHEN ARE DISTRIBUTIONS MADE TO UNITHOLDERS?
Interest received by the Trustee on the Bonds in each Trust, including that part
of the proceeds of any disposition of Bonds which represents accrued interest
and including any insurance proceeds representing interest due on defaulted
Bonds, shall be credited to the "Interest Account" of such Trust and all other
moneys received by the Trustee shall be credited to the "Principal Account" of
such Trust.
The pro rata share of cash in the Principal Account in each Trust will be
computed as of each semi-annual Record Date and distributions to the Unitholders
as of such Record Date will be made on or shortly after the fifteenth day of the
month. Proceeds received from the disposition, including sale, call or maturity,
of any of the Bonds and all amounts paid with respect to zero coupon bonds and
Stripped Obligations will be held in the Principal Account and either used to
pay for Units redeemed or distributed on the Distribution Date following the
next semi-annual Record Date. The Trustee is not required to make a distribution
from the Principal Account of any Trust unless the amount available for
distribution in such account equals at least ten cents per Unit.
The pro rata share of the Interest Account in each Trust will be computed by
the Trustee each month as of each Record Date and distributions will be made on
or shortly after the fifteenth day of the month to Unitholders of such Trust as
of the Record Date who are entitled to distributions at that time under the plan
of distribution chosen. Persons who purchase Units between a Record Date and a
Distribution Date will receive their first distribution on the Distribution Date
following the next Record Date under the applicable plan of distribution.
Purchasers of Units who desire to receive interest distributions on a
monthly or quarterly basis may elect to do so at the time of purchase during the
initial public offering period. Those indicating no choice will be deemed to
have chosen the semi-annual distribution plan. All Unitholders, however, who
purchase Units during the initial public offering period and who hold them of
record on the first Record Date will receive the first distribution of interest.
Thereafter, Record Dates for monthly distributions will be the first day of each
month; Record Dates for quarterly distributions will be the first day of
February, May, August and November; and Record Dates for semi-annual
distributions will be the first day of May and November.
Details of distributions per Unit of each Trust under the various plans
based upon estimated Net Annual Interest Income at the Date of Deposit are shown
in the tables appearing in Section 3. The amount of the regular distributions
will remain the same so long as each Trust portfolio remains the same and fees
and expenses remain the same, and will generally change when Bonds are redeemed,
mature or are sold or when fees and expenses increase or decrease.
The plan of distribution selected by a Unitholder will remain in effect
until changed. Unitholders purchasing Units in the secondary market will
initially receive distributions in accordance with the election of the prior
owner. Unitholders desiring to change their plan of distribution may do so by
sending a written notice requesting the change, together with any
Certificate(s), to the Trustee. The notice and any Certificate(s) must be
received by the Trustee not later than the semi-annual Record Date to be
effective as of the semi-annual distribution following the subsequent
semi-annual Record Date. Unitholders are requested to make any such changes
within 45 days prior to the applicable Record Date. Certificates should only be
sent by registered or certified mail to minimize the possibility of their being
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<PAGE>
lost or stolen. (See Section 18.) If no notice is received in proper form by the
Trustee, the Unitholder will be deemed to have elected to continue the same
plan.
As of the first day of each month the Trustee will deduct from the Interest
Account of a Trust or, to the extent funds are not sufficient therein, from the
Principal Account of a Trust, amounts needed for payment of expenses of such
Trust. The Trustee also may withdraw from said accounts such amount, if any, as
it deems necessary to establish a reserve for any governmental charges payable
out of such 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 account.
For the purpose of minimizing fluctuations in the distributions from the
Interest Account of a Trust, the Trustee is authorized to advance such amounts
as may be necessary to provide for interest distributions of approximately equal
amounts. The Trustee shall be reimbursed, without interest, for any such
advances from funds in the Interest Account of such Trust. The Trustee's fee
takes into account the costs attributable to the outlay of capital needed to
make such advances.
The Trustee shall withdraw from the Interest Account and the Principal
Account of a Trust such amounts as may be necessary to cover redemptions of
Units of such Trust by the Trustee. (See Section 19.)
Funds which are available for future distributions, redemptions and payment
of expenses are held in accounts which are non-interest bearing to Unitholders
and are available for use by the Trustee pursuant to normal banking procedures.
14. ACCUMULATION PLAN
The Sponsor, John Nuveen & Co. Incorporated, is also the principal underwriter
of the Nuveen Municipal Bond Fund, Inc. (the "Bond Fund"), Nuveen Tax-Free
Reserves, Inc. ("Tax-Free Reserves"), Nuveen California Tax-Free Fund, Inc. (the
"California Fund"), Nuveen Tax-Free Bond Fund, Inc. ("Tax-Free Bond Fund"),
Nuveen Insured Tax-Free Bond Fund, Inc. (the "Insured Bond Fund") and Nuveen
Tax-Free Money Market Fund, Inc. (the "Money Market Fund") and the Nuveen
Multistate Tax-Free Trust (the "Multistate Trust"). Each of these funds
(together, the "Accumulation Funds") is an open-end, diversified management
investment company into which Unitholders may choose to reinvest Trust
distributions automatically, without any sales charge. (Reinvestment in the
California Fund is available only to Unitholders who are California residents.
Reinvestment in the State Portfolios of the Tax-Free Bond Fund, the Insured Bond
Fund, the Money Market Fund and the Multistate Trust is available only to
Unitholders who are residents of the states for which such portfolios are
named.) Unitholders may reinvest both interest and principal distributions or
principal distributions only. Each Accumulation Fund has investment objectives
which differ in certain respects from those of the Trusts and may invest in
securities which would not be eligible for deposit in the Trusts. The investment
adviser to each Accumulation Fund is Nuveen Advisory Corp., a wholly-owned
subsidiary of the Sponsor. The following is a general description of the
investment objectives and policies of each Accumulation Fund. For a more
detailed description, Unitholders should read the prospectus of the Accumulation
Fund in which they are interested.
THE BOND FUND
The Bond Fund has the objective of providing, through investment in a
professionally managed portfolio of long-term municipal bonds, as high a level
of current interest income exempt from Federal income tax as is consistent with
preservation of capital. The Bond Fund may include in its portfolio tax-exempt
bonds rated Baa or BBB or better by Moody's or Standard & Poor's, unrated bonds
which, in the opinion of the investment adviser, have credit characteristics
equivalent to bonds rated Baa or BBB or better, and certain temporary
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<PAGE>
investments, including securities the interest income from which may be subject
to Federal income tax.
TAX-FREE RESERVES
Tax-Free Reserves is a "money market" fund that includes in its portfolio
only obligations maturing within one year from the date of acquisition,
maintains an average maturity of all investments of 120 days or less, values its
portfolio at amortized cost and seeks to maintain a net asset value of $1.00 per
share. It provides checkwriting and expedited wire redemption privileges for its
shareholders. Tax-Free Reserves has the objective of providing, through
investment in a professionally managed portfolio of high quality short-term
municipal obligations, as high a level of current interest income exempt from
Federal income tax as is consistent with preservation of capital and the
maintenance of liquidity. Tax-Free Reserves may include in its portfolio
municipal obligations rated Aaa, Aa, MIG-1, VMIG-1 or Prime-1 by Moody's or AAA,
AA, SP-1 or A-1 by Standard & Poor's, unrated municipal obligations that, in the
opinion of the investment adviser, have credit characteristics equivalent to
obligations rated as above, tax-exempt obligations backed by the U.S.
Government, and temporary investments that may be subject to Federal income tax.
THE CALIFORNIA FUND
The California Fund has the objective of providing, through investment in
professionally managed portfolios of California municipal obligations, as high a
level of current interest income exempt from both Federal and California income
taxes as is consistent with the investment policies of each of the portfolios of
the California Fund and with preservation of capital. Each portfolio of the
California Fund may include temporary investments that may be subject to tax.
California Unitholders may reinvest in one of three portfolios of the California
Fund: The Nuveen California Tax-Free Value Fund, the Nuveen California Insured
Tax-Free Value Fund and the Nuveen California Tax-Free Money Market Fund.
The Nuveen California Tax-Free Value Fund invests primarily in long-term
investment grade California tax-exempt bonds (I.E., bonds rated in the four
highest categories by Moody's or Standard & Poor's or, if unrated, that have
equivalent credit characteristics). The Nuveen California Insured Tax-Free Value
Fund invests primarily in the same type of investments as the Special Bond
Portfolio, each of which is covered by insurance guaranteeing the timely payment
of principal and interest or is backed by a deposit of U.S. Government
securities.
The Nuveen California Tax-Free Money Market Fund invests primarily in
high-quality short term California tax-exempt money market instruments (I.E.,
obligations rated in the two highest categories by Moody's or Standard & Poor's
or, if unrated, that have equivalent credit characteristics). This portfolio
will include only obligations maturing within one year from the date of
acquisition, will maintain an average maturity of all investments of 120 days or
less, will value its portfolio at amortized cost and will seek to maintain a net
asset value of $1.00 per share. The Nuveen California Tax-Free Money Market Fund
provides for an expedited wire redemption privilege.
THE TAX-FREE BOND FUND
The Tax-Free Bond Fund consists of the Nuveen Massachusetts Tax-Free Value
Fund, the Nuveen New York Tax-Free Value Fund, the Nuveen Ohio Tax-Free Value
Fund, and the Nuveen New Jersey Tax-Free Value Fund, which are each available
for reinvestment to Unitholders who are residents of the state for which such
portfolio is named. The Tax-Free Bond Fund has the objective of providing,
through investment in a professionally managed portfolio of municipal bonds, as
high a level of current interest income exempt both from Federal income tax and
from the income tax imposed by each portfolio's designated state as
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<PAGE>
is consistent with preservation of capital. The Tax-Free Bond Fund may include
in each of its portfolios tax-exempt bonds rated Baa or BBB or better; unrated
bonds which, in the opinion of the investment adviser, have credit
characteristics equivalent to bonds rated Baa or BBB or better; and certain
temporary investments, including securities the interest income from which may
be subject to Federal and state income tax.
THE INSURED BOND FUND
The Insured Bond Fund consists of the Nuveen Insured Municipal Bond Fund,
the Nuveen Massachusetts Insured Tax-Free Value Fund and the Nuveen New York
Insured Tax-Free Value Fund, which are each available for reinvestment to
Unitholders. (The Massachusetts and New York Portfolios are available only to
those Unitholders who are residents of the state for which the portfolio is
named.) The Insured Bond Fund has the objective of providing, through investment
in professionally managed portfolios of municipal bonds, as high a level of
current interest income exempt from both Federal income tax and, in the case of
designated state portfolios, from the income tax imposed by each portfolio's
designated state, as is consistent with preservation of capital. The Insured
Bond Fund may include in each of its portfolios the same type of investments as
the Tax-Free Bond Fund, each of which is covered by insurance guaranteeing the
timely payment of principal and interest or is backed by a deposit of U.S.
Government securities.
THE MONEY MARKET FUND
The Money Market Fund consists of the Nuveen Massachusetts Tax-Free Money
Market Fund and the Nuveen New York Tax-Free Money Market Fund, which are each
available for reinvestment to Unitholders who are residents of the state for
which such portfolio is named. The Money Market Fund includes in its portfolios
only obligations maturing within one year from the date of acquisition,
maintains an average maturity of 120 days or less, values its portfolios at
amortized cost and seeks to maintain a net asset value of $1.00 per share. The
Money Market Fund has the objective of providing, through investment in
professionally managed portfolios of high quality short-term municipal
obligations, as high a level of current interest income exempt both from Federal
income tax and from the income tax imposed by each portfolio's designated state
as is consistent with stability of principal and the maintenance of liquidity.
The Money Market Fund may include in each of its portfolios municipal
obligations rated Aaa, Aa, MIG-1, MIG-2, VMIG-1, VMIG-2, Prime 1 or Prime 2 by
Moody's or AAA, AA, SP-1, SP-2, A-1 or A-2 by Standard & Poor's; unrated
municipal obligations that, in the opinion of the investment adviser, have
credit characteristics equivalent to obligations rated as above; and temporary
investments that may be subject to Federal and state income tax.
THE MULTISTATE TRUST
The Multistate Trust consists of the Nuveen Arizona Tax-Free Value Fund, the
Nuveen Florida Tax-Free Value Fund, the Nuveen Maryland Tax-Free Value Fund, the
Nuveen Michigan Tax-Free Value Fund, the Nuveen New Jersey Tax-Free Value Fund,
the Nuveen Pennsylvania Tax-Free Value Fund and the Nuveen Virginia Tax Free
Value Fund, which are each available for reinvestment to Unitholders who are
residents of the state for which such portfolio is named. The Multistate Trust
has the objective of providing, through investment in a professionally managed
portfolio of municipal bonds, as high a level of current interest income exempt
from both regular Federal income tax and the applicable state personal income
tax as is consistent with preservation of capital. The Multistate Trust may
include in each of its portfolios tax-exempt bonds rated "Baa" or "BBB" or
better, unrated bonds which, in the opinion of the investment advisor, have
credit characteristics equivalent to bonds rated "baa" or "BBB" or better,
limited to no more than 20% of the Multistate Trust's
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assets, and certain temporary investments that may be subject to Federal and
state income tax.
Each person who purchases Units of a Trust may become a participant in the
Accumulation Plan and elect to have his or her distributions on Units of the
Trust invested directly in shares of one of the Accumulation Funds. Reinvesting
Unitholders may select any interest distribution plan. Thereafter, each
distribution of interest income or principal on the participant's Units
(principal only in the case of a Unitholder who has chosen to reinvest only
principal distributions) will, on the applicable distribution date, or the next
day on which the New York Stock Exchange is normally open ("business day") if
the distribution date is not a business day, automatically be received by
Shareholder Services, Inc., transfer agent for each of the Accumulation Funds,
on behalf of such participant and applied on that date to purchase shares (or
fractions thereof) of the Accumulation Fund chosen at net asset value as
computed as of 4:00 p.m. eastern time on each such date. All distributions will
be reinvested in the Accumulation Fund chosen and no part thereof will be
retained in a separate account. These purchases will be made without a sales
charge.
Shareholder Services, Inc. will mail to each participant in the Accumulation
Plan a quarterly statement containing a record of all transactions involving
purchases of Accumulation Fund shares (or fractions thereof) with Trust interest
distributions or as a result of reinvestment of Accumulation Fund dividends. Any
distribution of principal used to purchase shares of an Accumulation Fund will
be separately confirmed by Shareholder Services, Inc. Unitholders will also
receive distribution statements from the Trustee detailing the amounts
transferred to their Accumulation Fund accounts.
Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, to change from principal only reinvestment to reinvestment of both
principal and interest or vice versa, or to terminate their participation in the
Accumulation Plan altogether and receive future distributions on their Units in
cash. There will be no charge or other penalty for such change of election or
termination.
The character of Trust distributions for income tax purposes will remain
unchanged even if they are reinvested in an Accumulation Fund.
15. HOW DETAILED ARE REPORTS TO UNITHOLDERS?
The Trustee shall furnish Unitholders of a Trust in connection with each
distribution, a statement of the amount of interest and, if any, the amount of
other receipts (received since the preceding distribution) being distributed,
expressed in each case as a dollar amount representing the pro rata share of
each Unit of a Trust outstanding and a year to date summary of all distributions
paid on said Units. 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 registered Unitholder of a Trust a statement with
respect to such Trust (i) as to the Interest Account: interest received
(including amounts representing interest received upon any disposition of
Bonds), and, except for any State Trust, the percentage of such interest by
states in which the issuers of the Bonds are located, deductions for fees and
expenses of such Trust, redemption of Units and the balance remaining after such
distributions and deductions, expressed in each case both as a total dollar
amount and as a dollar amount representing the pro rata share of each Unit
outstanding on the last business day of such calendar year; (ii) as to the
Principal Account: the dates of disposition of any Bonds and the net proceeds
received therefrom (excluding any portion representing accrued interest), the
amount paid for purchase of Replacement Bonds, the amount paid upon redemption
of Units, deductions for payment of applicable taxes and fees and expenses of
the Trustee, and 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
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Unit outstanding on the last business day of such calendar year; (iii) a list of
the Bonds held and the number of Units outstanding on the last business day of
such calendar year; (iv) the Unit Value based upon the last computation thereof
made during such calendar year; and (v) amounts actually distributed during such
calendar year from the Interest Account and from the Principal Account,
separately stated, expressed both as total dollar amounts and as dollar amounts
representing the pro rata share of each Unit outstanding.
Each annual statement will reflect pertinent information in respect of all
plans of distribution so that Unitholders may be informed regarding the results
of other plans of distribution.
16. UNIT VALUE AND EVALUATION
The value of each Trust is determined by the Sponsor on the basis of (1) the
cash on hand in the Trust or moneys in the process of being collected, (2) the
value of the Bonds in the Trust based on the BID prices of the Bonds and (3)
interest accrued thereon not subject to collection, LESS (1) amounts
representing taxes or governmental charges payable out of the Trust and (2) the
accrued expenses of the Trust. The result of such computation is divided by the
number of Units of such Trust outstanding as of the date thereof to determine
the per Unit value ("Unit Value") of such Trust. The Sponsor may determine the
value of the Bonds in each Trust (1) on the basis of current BID prices of the
Bonds obtained from dealers or brokers who customarily deal in bonds comparable
to those held by the Trust, (2) if bid prices are not available for any of the
Bonds, on the basis of bid prices for comparable bonds, (3) by causing the value
of the Bonds to be determined by others engaged in the practice of evaluating,
quoting or appraising comparable bonds or (4) by any combination of the above.
Although the Unit Value of each Trust is based on the BID prices of the Bonds,
the Units are sold initially to the public at the Public Offering Price based on
the OFFERING prices of the Bonds.
Because the insurance obtained by the Sponsor or by the issuers of Bonds
with respect to the Bonds in the Insured Trusts and with respect to insured
Bonds in Traditional Trusts is effective so long as such Bonds are outstanding,
such insurance will be taken into account in determining the bid and offering
prices of such Bonds and therefore some value attributable to such insurance
will be included in the value of Units of Trusts that include such Bonds.
17. HOW UNITS OF THE TRUSTS ARE DISTRIBUTED TO THE PUBLIC
John Nuveen & Co. Incorporated is the Sponsor and sole Underwriter of the Units.
It is the intention of the Sponsor to qualify Units of National, Long
Intermediate, Intermediate, Short Intermediate and Short Term Trusts for sale
under the laws of substantially all of the states, and Units of State Trusts
only in the state for which the Trust is named and selected other states.
Promptly following the deposit of Bonds in exchange for Units of the Trusts,
it is the practice of the Sponsor to place all of the Units as collateral for a
letter or letters of credit from one or more commercial banks under an agreement
to release such Units from time to time as needed for distribution. Under such
an arrangement the Sponsor pays such banks compensation based on the then
current interest rate. This is a normal warehousing arrangement during the
period of distribution of the Units to public investors.
The Sponsor plans to allow a discount to brokers and dealers in connection
with the primary distribution of Units and also in secondary market
transactions. The primary market discounts are as follows:
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<PAGE>
<TABLE>
<CAPTION>
DISCOUNT PER UNIT
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NATIONAL LONG INTER- SHORT INTER-
AND STATE MEDIATE INTERMEDIATE MEDIATE SHORT TERM
NUMBER OF UNITS* TRUSTS TRUSTS TRUSTS TRUSTS TRUSTS
------------------------------ ---------- ------------- ------------- ------------- -----------
Less than 500................. $3.20 $2.90 $2.70 $2.00 $1.50
500 but less than 1,000....... 3.20 2.90 2.70 2.00 1.50
1,000 but less than 2,500..... 3.20 2.70 2.50 1.80 1.30
2,500 but less than 5,000..... 3.20 2.45 2.25 1.55 1.05
5,000 but less than 10,000.... 2.50 2.45 2.25 1.55 1.05
10,000 but less than 25,000... 2.00 2.00 2.00 1.30 .80
25,000 but less than 50,000... 1.75 1.75 1.75 1.30 .60
50,000 or more................ 1.75 1.50 1.50 1.00 .60
</TABLE>
*Breakpoint sales charges and related dealer concessions are computed both on a
dollar basis and on the basis of the number of Units purchased, using the
equivalent of 500 Units to $50,000, 2,500 Units to $250,000 etc. and will be
applied on that basis which is more favorable to the purchaser.
The Sponsor currently intends to maintain a secondary market for Units of
each Trust. See Section 7. The amount of the dealer concession on secondary
market purchases of Trust Units through the Sponsor will be computed based upon
the value of the Bonds in the Trust portfolio, including the sales charge
computed as described in Section 6, and adjusted to reflect the cash position of
the Trust principal account, and will vary with the size of the purchase as
shown in the following table:
<TABLE>
<CAPTION>
AMOUNT OF PURCHASE*
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$50,000 $100,000 $250,000 $500,000 $1,000,000 $2,500,000
UNDER TO TO TO TO TO TO $5,000,000
YEARS TO MATURITY $50,000 $99,999 $249,999 $499,999 $999,999 $2,499,999 $4,999,999 OR MORE
-------------------------- --------- --------- --------- --------- --------- ---------- ---------- ----------
Less than 1............... 0 0 0 0 0 0 0 0
1 but less than 2......... 1.00% .90% .85% .80% .70% .55% .467% .389%
2 but less than 3......... 1.30% 1.20% 1.10% 1.00% .90% .73% .634% .538%
3 but less than 4......... 1.60% 1.45% 1.35% 1.25% 1.10% .90% .781% .662%
4 but less than 5......... 2.00% 1.85% 1.75% 1.55% 1.40% 1.25% 1.082% .914%
5 but less than 7......... 2.30% 2.15% 1.95% 1.80% 1.65% 1.50% 1.320% 1.140%
7 but less than 10........ 2.60% 2.45% 2.25% 2.10% 1.95% 1.70% 1.496% 1.292%
10 but less than 13....... 3.00% 2.80% 2.60% 2.45% 2.30% 2.00% 1.747% 1.494%
13 but less than 16....... 3.25% 3.15% 3.00% 2.75% 2.50% 2.15% 1.878% 1.606%
16 or more................ 3.50% 3.50% 3.40% 3.35% 3.00% 2.50% 2.185% 1.873%
</TABLE>
*Breakpoint sales charges and related dealer concessions are computed both on a
dollar basis and on the basis of the number of Units purchased, using the
equivalent of 500 Units to $50,000, 2,500 Units to $250,000, etc., and will be
applied on that basis which is more favorable to the purchaser.
The Sponsor reserves the right to change the foregoing dealer concessions
from time to time.
Registered investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for financial
planning, investment advisory or asset management services, or provide such
services in connection with the establishment of an investment account for which
a comprehensive "wrap fee" charge is imposed, and bank trust departments
investing funds over which they exercise exclusive discretionary investment
authority and that are held in a fiduciary, agency, custodial or similar
capacity, are not entitled to receive any dealer concession for primary or
secondary market purchases in which an investor purchases any number of Units at
the Public Offering Price for non-breakpoint purchases minus the concession the
sponsor typically allows to brokers and dealers for non-breakpoint purchases
(see Section 6).
Certain commercial banks are making Units of the Trusts available to their
customers on an agency basis. A portion of the sales charge paid by these
customers is retained by or remitted to the banks in the amounts shown in the
above table. The Glass-Steagall Act
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prohibits banks from underwriting Trust Units; the Act does, however, permit
certain agency transactions and banking regulators have not indicated that these
particular agency
transactions are not permitted under the Act. In Texas and in certain other
states, any bank making Units available must be registered as a broker-dealer
under state law.
To facilitate the handling of transactions, sales of Units shall be limited
to transactions involving a minimum of either $5,000 or 50 Units, whichever is
less. The Sponsor reserves the right to reject, in whole or in part, any order
for the purchase of Units.
18. OWNERSHIP AND TRANSFER OF UNITS
The ownership of Units is evidenced by book entry positions recorded on the
books and records of the Trustee unless the Unitholder expressly requests that
the purchased Units be evidenced in Certificate form. The Trustee is authorized
to treat as the owner of Units that person who at the time is registered as such
on the books of the Trustee. Any Unitholder who holds a Certificate may change
to book entry ownership by submitting to the Trustee the Certificate along with
a written request that the Units represented by such Certificate be held in book
entry form. Likewise, a Unitholder who holds Units in book entry form may obtain
a Certificate for such Units by written request to the Trustee. Units may be
held in denominations of one Unit or any multiple or fraction thereof. Fractions
of Units are computed to three decimal places. Any Certificates issued will be
numbered serially for identification, and are issued in fully registered form,
transferable only on the books of the Trustee. Book entry Unitholders will
receive a Book Entry Position Confirmation reflecting their ownership.
Certificates for Units will bear an appropriate notation on their face
indicating which plan of distribution has been selected. When a change is made,
the existing Certificates must be surrendered to the Trustee and new
Certificates issued to reflect the currently effective plan of distribution.
There will be no charge for this service. Holders of book entry Units can change
their plan of distribution by making a written request to the Trustee, which
will issue a new Book Entry Position Confirmation to reflect such change.
Units are transferable by making a written request to the Trustee and, in
the case of Units evidenced by Certificate(s), by presenting and surrendering
such Certificate(s) to the Trustee, at its corporate trust office in New York
City, properly endorsed or accompanied by a written instrument or instruments of
transfer. The Certificate(s) should be sent registered or certified mail for the
protection of the Unitholder. Each Unitholder must sign such written request,
and such Certificate(s) or transfer instrument, exactly as his name appears on
(a) the face of the Certificate(s) representing the Units to be transferred, or
(b) the Book Entry Position Confirmation(s) relating to the Units to be
transferred. Such signature(s) must be guaranteed by a guarantor acceptable to
the Trustee. In certain instances the Trustee may require additional documents
such as, but not limited to, trust instruments, certificates of death,
appointments as executor or administrator or certificates of corporate
authority. Mutilated Certificates must be surrendered to the Trustee in order
for a replacement Certificate to be issued.
Although at the date hereof no charge is made and none is contemplated, a
Unitholder may be required to pay $2.00 to the Trustee for each Certificate
reissued or transfer of Units requested and to pay any governmental charge which
may be imposed in connection therewith.
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES.
To obtain a new Certificate replacing one that has been lost, stolen, or
destroyed, the Unitholder must furnish the Trustee with sufficient
indemnification and pay such expenses as the Trustee may incur.
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The indemnification protects the Trustee, Sponsor, and Trust from risk if
the original Certificate is presented for transfer or redemption by a person who
purchased it in good faith, for value and without notice of any fraud or
irregularity.
This indemnification must be in the form of an Open Penalty Bond of
Indemnification. The premium for such an indemnity bond may vary from time to
time, but currently amounts to 1% of the market value of the Units represented
by the Certificate. In the case however, of a Trust as to which notice of
termination has been given, the premium currently amounts to 0.5% of the market
value of the Units represented by such Certificate.
19. HOW UNITS MAY BE REDEEMED WITHOUT CHARGE
Unitholders may redeem all or a portion of their Units by (1) making a written
request for such redemption (book entry Unitholders may use the redemption form
on the reverse side of their Book Entry Position Confirmation) to the Trustee at
its corporate trust office in New York City (redemptions of 1,000 Units or more
will require a signature guarantee), (2) in the case of Units evidenced by a
Certificate, by also tendering such Certificate to the Trustee, duly endorsed or
accompanied by proper instruments of transfer with signatures guaranteed as
explained in Section 18 above, and (3) payment of applicable governmental
charges, if any. Certificates should be sent only by registered or certified
mail to minimize the possibility of their being lost or stolen. In order to
effect a redemption of Units evidenced by a Certificate, a Unitholder must
tender the Certificate to the Trustee or provide satisfactory indemnity required
in connection with lost, stolen or destroyed Certificates (See Section 18). No
redemption fee will be charged. A Unitholder may authorize the Trustee to honor
telephone instructions for the redemption of Units held in book entry form.
Units represented by Certificates may not be redeemed by telephone. The proceeds
of Units redeemed by telephone will be sent by check either to the Unitholder at
the address specified on his account or to a financial institution specified by
the Unitholder for credit to the account of the Unitholder. A Unitholder wishing
to use this method of redemption must complete a Telephone Redemption
Authorization Form and furnish the Form to the Trustee. Telephone
Redemption Authorization Forms can be obtained from a Unitholder's registered
representative or by calling the Trustee. Once the completed Form is on file,
the Trustee will honor telephone redemption requests by any person. If the
telephone redemption request is received prior to 4:00 p.m. eastern time, the
Unitholder will be entitled to receive for each Unit tendered the Redemption
Price as determined above. A telephone redemption request received after 4:00
p.m. eastern time will be treated as having been received the following business
day. The redemption proceeds will be mailed within seven calendar days following
the telephone redemption request. Telephone redemptions are limited to 1,000
Units or less. Only Units held in the name of individuals may be redeemed by
telephone; accounts registered in broker name, or accounts of corporations or
fiduciaries (including among others, trustees, guardians, executors and
administrators) may not use the telephone redemption privilege.
On the seventh calendar day following the date of tender, or if the seventh
calendar day is not a business day, on the first business day prior thereto, the
Unitholder will be entitled to receive in cash for each Unit tendered an amount
equal to the Unit Value of such Trust determined by the Trustee, as of 4:00 p.m.
eastern time on the date of tender as defined hereafter, plus accrued interest
to, but not including, the fifth business day after the date of tender
("Redemption Price"). The price received upon redemption may be more or less
than the amount paid by the Unitholder depending on the value of the Bonds on
the date of tender. Such value will vary with market and credit conditions,
including changes in interest rate levels. Unitholders should check with the
Trustee or their broker to determine the Redemption Price before tendering
Units.
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While the Trustee has the power to determine Redemption Price when Units are
tendered, the authority has by practice been delegated by the Trustee to John
Nuveen & Co. Incorporated, which determines the Redemption Price on a daily
basis.
The "date of tender" is deemed to be the date on which the request for
redemption of Units is received in proper form by the Trustee, except that as
regards a redemption request received after 4:00 p.m. eastern time or on any day
on which the New York Stock Exchange (the "Exchange") is normally closed, the
date of tender is the next day on which such Exchange is normally open for
trading and such request will be deemed to have been made on such day and the
redemption will be effected at the Redemption Price computed on that day.
Accrued interest paid on redemption shall be withdrawn from the Interest
Account of the appropriate Trust or, if the balance therein is insufficient,
from the Principal Account of such Trust. All other amounts paid on redemption
shall be withdrawn from the Principal Account. The Trustee is empowered to sell
underlying Bonds of a Trust in order to make funds available for redemption.
(See Section 21.) Units so redeemed shall be cancelled.
To the extent that Bonds are sold from a Trust, the size and diversity of
such Trust will be reduced. Such sales may be required at a time when Bonds
would not otherwise be sold and might result in lower prices than might
otherwise be realized.
The Redemption Price is determined on the basis of the BID prices of the
Bonds in each Trust, while the initial Public Offering Price of Units will be
determined on the basis of the OFFERING prices of the Bonds as of 4:00 p.m.
eastern time on any day on which the Exchange is normally open for trading and
such determination is made. As of any given time, the difference between the bid
and offering prices of such Bonds may be expected to average 1% to 2% of
principal amount in the case of Bonds in National, Long Intermediate and State
Trusts, 3/4% to 1 1/2% in the case of Bonds in Intermediate, and Short
Intermediate Trusts and 1/2% to 3/4% in the case of Bonds in Short Term Trusts.
In the case of actively traded Bonds, the difference may be as little as 1/4 to
1/2 of 1%, and in the case of inactively traded Bonds such difference usually
will not exceed 3%. The difference between the aggregate offering prices of the
Bonds in each Trust and the aggregate bid prices thereof on the business day
prior to the Date of Deposit is shown in the discussion of specific trust
matters.
The right of redemption may be suspended and payment postponed for any
period during which the Securities and Exchange Commission determines that
trading in the municipal bond market is restricted or an emergency exists, as a
result of which disposal or evaluation of the Bonds is not reasonably
practicable, or for such other periods as the Securities and Exchange Commission
may by order permit.
Under regulations issued by the Internal Revenue Service, the Trustee will
be required to withhold 31% 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 his or her tax return. Under normal circumstances
the Trustee obtains the Unitholder's tax identification number from the selling
broker at the time the Certificate or Book Entry Return Confirmation is issued,
and this number is printed on the Certificate or Book Entry Return Confirmation
and on distribution statements. If a Unitholder's tax identification number does
not appear as described above, or if it is incorrect, the Unitholder should
contact the Trustee before redeeming Units to determine what action, if any, is
required to avoid this "back-up withholding."
20. HOW UNITS MAY BE PURCHASED BY THE SPONSOR
The Trustee will notify the Sponsor of any tender of Units for redemption. If
the Sponsor's bid in the secondary market at that time equals or exceeds the
Redemption Price it may
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purchase such Units by notifying the Trustee before the close of business on the
second succeeding business day and by making payment therefor to the Unitholder
not later than the day on which payment would otherwise have been made by the
Trustee. (See Section 19.) The Sponsor's current practice is to bid at the
Redemption Price in the secondary market. Units held by the Sponsor may be
tendered to the Trustee for redemption as any other Units.
The Public Offering Price upon resale of any Units thus acquired by the
Sponsor will be calculated in accordance with the procedure described in the
then currently effective prospectus relating to such Units. Any profit resulting
from the resale of such Units will belong to the Sponsor which likewise will
bear any loss resulting from a lower Public Offering Price or Redemption Price
subsequent to its acquisition of such Units.
21. HOW BONDS MAY BE REMOVED FROM THE TRUSTS
Bonds will be removed from a Trust as they mature or are redeemed by the issuers
thereof. See the "Schedules of Investments" and "General Trust Information"
under Section 3 for a discussion of call provisions of portfolio Bonds.
The Indenture also empowers the Trustee to sell Bonds for the purpose of
redeeming Units tendered by any Unitholder, and for the payment of expenses for
which income may not be available. Under the Indenture the Sponsor is obligated
to provide the Trustee with a current list of Bonds in each Trust to be sold in
such circumstances. In deciding which Bonds should be sold the Sponsor intends
to consider, among other things, such factors as: (1) market conditions; (2)
market prices of the Bonds; (3) the effect on income distributions to
Unitholders of the sale of various Bonds; (4) the effect on principal amount of
underlying Bonds per Unit of the sale of various Bonds; (5) the financial
condition of the issuers; and (6) the effect of the sale of various Bonds on the
investment character of the Trust. Such sales, if required, could result in the
sale of Bonds by the Trustee at prices less than original cost to the Trust. To
the extent Bonds are sold, the size and diversity of such Trust will be reduced.
In addition, the Sponsor is empowered to direct the Trustee to liquidate
Bonds upon the happening of certain other events, such as default in the payment
of principal and/or interest, an action of the issuer that will adversely affect
its ability to continue payment of the principal of and interest on its Bonds,
or an adverse change in market, revenue or credit factors affecting the
investment character of the Bonds. If a default in the payment of the principal
of and/or interest on any of the Bonds occurs, and if the Sponsor fails to
instruct the Trustee whether to sell or continue to hold such Bonds within 30
days after notification by the Trustee to the Sponsor of such default, the
Indenture provides that the Trustee shall liquidate said Bonds forthwith and
shall not be liable for any loss so incurred.
In connection with its determination as to the sale or liquidation of any
Bonds, the Sponsor will consider the Bond's then current rating, but because
such ratings are the opinions of the rating agencies as to the quality of Bonds
they undertake to rate and not absolute standards of quality, the Sponsor will
exercise its independent judgment as to Bond creditworthiness.
The Sponsor may also direct the Trustee to liquidate Bonds in a Trust if the
Bonds in the Trust are the subject of an advanced refunding, generally
considered to be when refunding bonds are issued and the proceeds thereof are
deposited in irrevocable trust to retire the refunded Bonds on their redemption
date.
Except as stated in Section 4 regarding the limited right of substitution of
Replacement Bonds for Failed Bonds, and except for refunding securities that may
be exchanged for Bonds under certain conditions specified in the Indenture, the
Indenture does not permit
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<PAGE>
either the Sponsor or the Trustee to acquire or deposit bonds either in addition
to, or in substitution for, any of the Bonds initially deposited in a Trust.
22. INFORMATION ABOUT THE TRUSTEE
The Trustee is United States Trust Company of New York, with its principal place
of business at 114 West 47th Street, New York, New York 10036 and its corporate
trust office at 770 Broadway, New York, New York 10003. United States Trust
Company of New York, established in 1853, has, since its organization, engaged
primarily in the management of trust and agency accounts for individuals and
corporations. The Trustee is a member of the New York Clearing House Association
and is subject to supervision and examination by the Superintendent of Banks of
the State of New York, the Federal Deposit Insurance Corporation and the Board
of Governors of the Federal Reserve System. In connection with the storage and
handling of certain Bonds deposited in the Trusts, the Trustee may use the
services of The Depository Trust Company. These services would include
safekeeping of the Bonds and coupon-clipping, computer book-entry transfer and
institutional delivery services. The Depository Trust Company is a limited
purpose trust company organized under the Banking Law of the State of New York,
a member of the Federal Reserve System and a clearing agency registered under
the Securities Exchange Act of 1934.
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE
The Sponsor and the Trustee shall be under no liability to Unitholders for
taking any action or for refraining from any action in good faith pursuant to
the Indenture, or for errors in judgment, but shall be liable only for their own
negligence, lack of good faith or willful misconduct. The Trustee shall not be
liable for depreciation or loss incurred by reason of the sale by the Trustee of
any of the Bonds. In the event of the failure of the Sponsor to act under the
Indenture, the Trustee may act thereunder and shall not be liable for any action
taken by it in good faith under the Indenture.
The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Bonds or upon the interest thereon or upon it
as Trustee under the Indenture or upon or in respect of any Trust which the
Trustee may be required to pay under any present or future law of the United
States of America or of any other taxing authority having jurisdiction. In
addition, the Indenture contains other customary provisions limiting the
liability of the Trustee.
SUCCESSOR TRUSTEES AND SPONSORS
The Trustee or any successor trustee may resign by executing an instrument
of resignation in writing and filing same with the Sponsor and mailing a copy of
a notice of resignation to all Unitholders then of record. Upon receiving such
notice, the Sponsor is required to promptly appoint a successor trustee. If the
Trustee becomes incapable of acting or is adjudged a bankrupt or insolvent, or a
receiver or other public officer shall take charge of its property or affairs,
the Sponsor may remove the Trustee and appoint a successor by written
instrument. The resignation or removal of a trustee and the appointment of a
successor trustee shall become effective only when the successor trustee accepts
its appointment as such. Any successor trustee shall be a corporation authorized
to exercise corporate trust powers, having capital, surplus and undivided
profits of not less than $5,000,000. Any corporation into which a trustee may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which a trustee shall be a party, shall be the
successor trustee.
If upon resignation of a trustee no successor has been appointed and has
accepted the appointment within 30 days after notification, the retiring trustee
may apply to a court of competent jurisdiction for the appointment of a
successor.
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If the Sponsor fails to undertake any of its duties under the Indenture, and
no express provision is made for action by the Trustee in such event, the
Trustee may, in addition to its other powers under the Indenture (1) appoint a
successor sponsor or (2) terminate the Indenture and liquidate the Trusts.
23. INFORMATION ABOUT THE SPONSOR
John Nuveen & Co. Incorporated, the Sponsor and Underwriter, was founded in 1898
and is the oldest and largest investment banking firm specializing in the
underwriting and distribution of tax-exempt securities and maintains the largest
research department in the investment banking community devoted exclusively to
the analysis of municipal securities. In 1961 the Sponsor began sponsoring the
Nuveen Tax-Exempt Unit Trust and, since this time, it has issued more than $30
billion in tax-exempt unit trusts, including over $8 billion in insured trusts.
The Sponsor is also principal underwriter of the Nuveen Municipal Bond Fund,
Inc., the Nuveen Tax-Exempt Money Market Fund, Inc., Nuveen Tax-Free Reserves,
Inc., Nuveen California Tax-Free Fund, Inc., Nuveen Tax-Free Bond Fund, Inc.,
Nuveen Insured Tax-Free Bond Fund, Inc. and Nuveen Tax-Free Money Market Fund,
Inc., all registered open-end management investment companies, and acted as
co-managing underwriter of Nuveen Municipal Value Fund, Inc., Nuveen California
Municipal Value Fund, Inc., Nuveen New York Municipal Value Fund, Inc., Nuveen
Municipal Income Fund, Inc., Nuveen California Municipal Income Fund, Inc.,
Nuveen New York Municipal Income Fund, Inc., Nuveen Premium Income Municipal
Fund, Inc., Nuveen Performance Plus Municipal Fund, Inc., Nuveen California
Performance Plus Municipal Fund, Inc., Nuveen New York Performance Plus
Municipal Fund, Inc., Nuveen Municipal Advantage Fund, Inc., Nuveen Municipal
Market Opportunity Fund, Inc., Nuveen California Municipal Market Opportunity
Fund, Inc., Nuveen New York Municipal Market Opportunity Fund, Inc., Nuveen
Investment Quality Municipal Fund, Inc., Nuveen California Investment Quality
Municipal Fund, Inc., Nuveen New York Investment Quality Municipal Fund, Inc.,
Nuveen Insured Quality Municipal Fund, Inc., Nuveen Florida Investment Quality
Municipal Fund, Nuveen Pennsylvania Investment Quality Municipal Fund, Nuveen
New Jersey Investment Quality Municipal Fund, Inc., and the Nuveen Select
Quality Municipal Fund, Inc., Nuveen California Quality Municipal Fund, Inc.,
Nuveen New York Select Quality Municipal Fund, Inc., Nuveen Quality Income
Municipal Fund, Inc., Nuveen Insured Municipal Opportunity Fund, Inc., Nuveen
Florida Quality Income Municipal Fund, Nuveen Michigan Quality Income Municipal
Fund, Inc., Nuveen New Jersey Quality Income Municipal Fund, Inc., Nuveen Ohio
Quality Income Municipal Fund, Inc., Nuveen Pennsylvania Quality Income
Municipal Fund, Nuveen Texas Quality Income Municipal Fund, Nuveen California
Quality Income Municipal Fund, Inc., Nuveen New York Quality Income Municipal
Fund, Inc., Nuveen Premier Insured Municipal Income Fund, Inc., Nuveen Select
Tax Free Income Portfolio, Nuveen Select Tax Free Income Portfolio 2, Nuveen
Insured California Select Tax-Free Income Portfolio, Nuveen Insured New York
Select Tax-Free Income Portfolio, Nuveen Premium Income Municipal Fund 2, Inc.,
Nuveen Select Tax Free Income Portfolio 3, Nuveen Select Maturities Municipal
Fund, Nuveen Insured California Premium Income Municipal Fund, Inc., Nuveen
Arizona Premium Income Municipal Fund, Inc., Nuveen Insured Premium Income
Municipal Fund, Inc., Nuveen Insured Florida Premium Income Municipal Fund,
Nuveen Michigan Premium Income Municipal Fund, Inc., Nuveen New Jersey Premium
Income Municipal Fund, Inc., Nuveen Insured New York Premium Income Municipal
Fund, Inc., Nuveen Ohio Premium Income Municipal Fund, Inc., Nuveen Pennsylvania
Premium Income Municipal Fund, Nuveen Texas Premium Income Municipal Fund,
Nuveen Premium Income Municipal Fund 4, Inc., Nuveen Pennsylvania Premium Income
Municipal Fund 2, Nuveen Insured Florida Premium Income Municipal Fund 2, Nuveen
Maryland Premium Income Municipal Fund, Nuveen Virginia Premium Income Municipal
Fund, Nuveen Massachusetts Premium Income Municipal Fund, Nuveen Insured
California Premium Income Municipal Fund 2, Inc., Nuveen Insured New York
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<PAGE>
Premium Income Municipal Fund 2, Nuveen New Jersey Premium Income Municipal Fund
2, Nuveen Washington Premium Income Municipal Fund, Nuveen Michigan Premium
Income Municipal Fund 2, Nuveen Georgia Premium Income Municipal Fund, Nuveen
Missouri Premium Income Municipal Fund, Nuveen Connecticut Premium Income
Municipal Fund, Nuveen North Carolina Premium Income Municipal Fund, Nuveen New
Jersey Premium Income Municipal Fund 3, Nuveen Florida Premium Income Municipal
Fund, Nuveen New York Premium Income Municipal Fund, Nuveen California Premium
Income Municipal Fund, Nuveen Pennsylvania Premium Income Municipal Fund 3,
Nuveen Maryland Income Municipal Fund 2, Nuveen Virginia Premium Income
Municipal Fund 2, Nuveen Ohio Premium Income Municipal Fund 2, Nuveen Insured
Premium Income Municipal Fund 2, Nuveen California Premium Income Municipal Fund
2, all registered closed-end management investment companies. These registered
open-end and closed-end investment companies currently have approximately $32.8
billion in tax-exempt securities under management. Nationwide, more than
1,000,000 individual investors have purchased Nuveen's tax exempt trusts and
funds. The present corporation was organized in 1967 as a wholly-owned
subsidiary of Nuveen Corporation, successor to the original John Nuveen & Co.
founded in 1898 as a sole proprietorship and incorporated in 1953. In 1974, John
Nuveen & Co. Incorporated became a wholly-owned subsidiary of The St. Paul
Companies, Inc., a financial services management company located in St. Paul,
Minnesota. On May 19, 1992, common shares comprising a minority interest in The
John Nuveen Company ("JNC"), a newly organized corporation which holds all of
the shares of Nuveen, were sold to the general public in an initial public
offering. St. Paul retains a controlling interest in JNC with over 70% of JNC's
shares. The Sponsor is a member of the National Association of Securities
Dealers, Inc. and the Securities Industry Association and has its principal
offices located in Chicago (333 W. Wacker Drive) and New York (Swiss Bank Tower,
10 East 50th Street). It maintains 14 regional offices.
To help advisers and investors better understand and more efficiently use an
investment in the Trust to reach their investment goals, the Trust's sponsor,
John Nuveen & Co. Incorporated, may advertise and create specific investment
programs and systems. For example, such activities may include presenting
information on how to use an investment in the Trust, alone or in combination
with an investment in other mutual funds or unit investment trusts sponsored by
Nuveen, to accumulate assets for future education needs or periodic payments
such as insurance premiums. The Trust's sponsor may produce software or
additional sales literature to promote the advantages of using the Trust to meet
these and other specific investor needs.
24. OTHER INFORMATION
AMENDMENT OF INDENTURE
The Indenture 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 thereof which may be defective or inconsistent, or (2)
to make such other provisions as shall not adversely affect the Unitholders,
provided, however, that the Indenture may not be amended to increase the number
of Units in any Trust or to permit the deposit or acquisition of bonds either in
addition to, or in substitution for any of the Bonds initially deposited in any
Trust except as stated in Section 4 regarding the limited right of substitution
of Replacement Bonds and except for the substitution of refunding bonds under
certain circumstances. The Trustee shall advise the Unitholders of any amendment
promptly after execution thereof.
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TERMINATION OF INDENTURE
Each Trust may be liquidated at any time by written consent of 100% of the
Unitholders or by the Trustee when the value of such Trust, as shown by any
evaluation, is less than 20% of the original principal amount of such Trust and
will be liquidated by the Trustee in the event that Units not yet sold
aggregating more than 60% of the Units originally created are tendered for
redemption by the Sponsor thereby reducing the net worth of such Trust to less
than 40% of the principal amount of the Bonds originally deposited in the
portfolio. (See "Essential Information Regarding the Trusts.") The sale of Bonds
from the Trusts upon termination may result in realization of a lesser amount
than might otherwise be realized if such sale were not required at such time.
For this reason, among others, the amount realized by a Unitholder upon
termination may be less than the principal amount of Bonds originally
represented by the Units held by such Unitholder. The Indenture will terminate
upon the redemption, sale or other disposition of the last Bond held thereunder,
but in no event shall it continue beyond the end of the calendar year preceding
the fiftieth anniversary of its execution for National and State Trusts, beyond
the end of the calendar year preceding the twentieth anniversary of its
execution for Long Intermediate, and Intermediate Trusts or beyond the end of
the calendar year preceding the tenth anniversary of its execution for Short
Intermediate and Short Term Trusts.
Written notice of any termination specifying the time or times at which
Unitholders may surrender their Certificates, if any, for cancellation shall be
given by the Trustee to each Unitholder at the address appearing on the
registration books of the Trust maintained by the Trustee. Within a reasonable
time thereafter the Trustee shall liquidate any Bonds in the Trust then held and
shall deduct from the assets of the Trust any accrued costs, expenses or
indemnities provided by the Indenture which are allocable to such Trust,
including estimated compensation of the Trustee and costs of liquidation and any
amounts required as a reserve to provide for payment of any applicable taxes or
other governmental charges. The Trustee shall then distribute to Unitholders of
such Trust their pro rata share of the balance of the Interest and Principal
Accounts. With such distribution the Unitholders shall be furnished a final
distribution statement, in substantially the same form as the annual
distribution statement, of the amount distributable. At such time as the Trustee
in its sole discretion shall determine that any amounts held in reserve are no
longer necessary, it shall make distribution thereof to Unitholders in the same
manner.
LEGAL OPINION
The legality of the Units offered hereby has been passed upon by Chapman and
Cutler, 111 West Monroe Street, Chicago, Illinois 60603. Special counsel for the
Trusts for respective state tax matters are named in "Tax Status" for each Trust
under Section 3. Carter, Ledyard & Milburn, 2 Wall Street, New York, New York
10005, has acted as counsel for the Trustee with respect to the Series, and, in
the absence of a New York Trust from the Series, as special New York tax counsel
for the Series.
AUDITORS
The Statements of Condition and Schedules of Investments at Date of Deposit
included in this Prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report in this Prospectus,
and are included herein in reliance upon the authority of said firm as experts
in giving said report.
A-38
<PAGE>
DESCRIPTION OF RATINGS*
STANDARD & POOR'S CORPORATION. A description of the applicable Standard &
Poor's Corporation rating symbols and their meanings follows:
A Standard & Poor's rating is a current assessment of the creditworthiness
of an obligor with respect to a specific debt obligation. This assessment may
take into consideration obligors such as guarantors, insurers or lessees.
The rating is not a recommendation to purchase, sell or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.
The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable. Standard
& Poor's does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended or withdrawn as a result of changes in, or unavailability of, such
information, or for other circumstances.
The ratings are based, in varying degrees, on the following considerations:
I. Likelihood of default--capacity and willingness of the obligor as to
the timely payment of interest and repayment of principal in accordance
with the terms of the obligation;
II. Nature of and provisions of the obligation;
III. Protection afforded by, and relative position of, the obligation in
the event of bankruptcy, reorganization or other arrangements under
the laws of bankruptcy and other laws affecting creditors' rights.
AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.
AA--Bonds rated AA have a very strong capacity to pay interest and repay
principal, and differ from the highest rated issues only in small degree.
A--Bonds rated A have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in the higher rated categories.
PLUS (+) OR MINUS (-): The ratings from "AA" to "BB" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
PROVISIONAL RATINGS: The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the issuance of the bonds being rated and indicates
that payment of debt service requirements is largely or entirely dependent upon
the successful and timely completion of the project. This rating, however, while
addressing credit quality subsequent to completion of the project, makes no
comment on the likelihood of, or the risk of default upon failure of, such
completion. Accordingly, the investor should exercise his own judgment with
respect to such likelihood and risk.
----------
*As published by the rating companies.
A-39
<PAGE>
NOTE RATINGS: A Standard & Poor's note rating reflects the liquidity
concerns and market access risks unique to notes. Notes due in 3 years or less
will likely receive a note rating. Notes maturing beyond 3 years will most
likely receive a long-term debt rating.
Note rating symbols are as follows:
SP-1 Very strong or strong capacity to pay principal and interest.
Those issues determined to possess overwhelming safety
characteristics will be given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest.
RATINGS OF INSURED TRUST UNITS.
A Standard & Poor's Corporation's rating on the units of an insured
investment trust (hereinafter referred to collectively as "units" and "trusts")
is a current assessment of creditworthiness with respect to the investment held
by such trust. This assessment takes into consideration the financial capacity
of the issuers and of any guarantors, insurers, lessees or mortgagors with
respect to such investments. The assessment, however, does not take into account
the extent to which trust expenses or portfolio asset sales for less than the
trust purchase price will reduce payment to the unitholder of the interest and
principal required to be paid on the portfolio assets. In addition, the rating
is not a recommendation to purchase, sell or hold units, inasmuch as the rating
does not comment as to market price of the units or suitability for a particular
investor.
Units rated "AAA" are composed exclusively of assets that are rated "AAA" by
Standard & Poor's and/or certain short-term investments. Standard & Poor's
defines its AAA rating for such assets as the highest rating assigned by
Standard & Poor's to a debt obligation. Capacity to pay interest and repay
principal is very strong. However, unit ratings may be subject to revision or
withdrawal at any time by Standard & Poor's and each rating should be evaluated
independently of any other rating.
MOODY'S INVESTORS SERVICE, INC. A brief description of the applicable
Moody's Investors Service, Inc. rating symbols and their meanings follows:
Aaa--Bonds which are rated Aaa are judged to be the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues. Their safety is so absolute that,
with the occasional exception of oversupply in a few specific instances,
characteristically, their market value is affected solely by money market
fluctuations.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities. Their market value is virtually immune to all but money market
influences, with the occasional exception of oversupply in a few specific
instances.
A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future. The market
value of A-rated bonds may be influenced to some degree by economic performance
during a sustained period of depressed business conditions, but, during periods
of normalcy, A-rated bonds frequently move in
A-40
<PAGE>
parallel with Aaa and Aa obligations, with the occasional exception of
oversupply in a few specific instances.
Moody's bond rating symbols may contain numerical modifiers of a generic
rating classification. The modifier 1 indicates that the bond ranks at the high
end of its category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic rating
category.
Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well. The market value of Baa-rated
bonds is more sensitive to changes in economic circumstances, and aside from
occasional speculative factors applying to some bonds of this class, Baa market
valuations move in parallel with Aaa, Aa and A obligations during periods of
economic normalcy, except in instances of oversupply.
Con. (--)--Bonds for which the security depends upon the completion of some
act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operation experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. Parenthetical rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.
NOTE RATINGS:
MIG 1-- This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.
MIG 2-- This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.
A-41
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK)
A-42
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK)
A-43
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK)
A-44
<PAGE>
<TABLE>
<C> <S> <C>
NUVEEN Tax-Exempt Unit Trusts
PROSPECTUS
145,000 Units
Maryland Traditional Trust
305
North Carolina Traditional
Trust 287
Short Intermediate Insured
Trust 40
</TABLE>
<PAGE>
<TABLE>
<C> <S> <C>
NUVEEN Tax-Exempt Unit Trusts
SPONSOR John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286
Telephone: 312.917.7700
Swiss Bank Tower
10 East 50th Street
New York, NY 10022
212.207.2000
TRUSTEE United States Trust Company
of New York
770 Broadway
New York, NY 10003
800.257.8787
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR 111 West Monroe Street
Chicago, IL 60603
INDEPENDENT Arthur Andersen LLP
PUBLIC 33 West Monroe Street
ACCOUNTANTS Chicago, IL 60603
FOR THE TRUSTS
</TABLE>
Except as to statements made herein furnished by the Trustee, the Trustee has
assumed no responsibility for the accuracy, adequacy and completeness of the
information contained in this Prospectus.
This Prospectus does not contain all of the information set
forth in the registration statement and exhibits relating thereto, filed with
the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933, and to which reference is made.
No person is authorized to give any information or to make
representations not contained in this Prospectus or in supplementary sales
literature prepared by the Sponsor, and any information or representation not
contained therein must not be relied upon as having been authorized by either
the Trusts, the Trustee or the Sponsor. 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. The Trusts are registered as a Unit Investment Trust under the
Investment Company Act of 1940. Such registration does not imply that the
Trusts or any of their Units has been guaranteed, sponsored, recommended or
approved by the United States or any State or agency or officer thereof.
792
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Maryland
Traditional Trust 305 which is incorporated in the Prospectus dated March 24,
1995 and is qualified in its entirety by reference to such prospectus.
</LEGEND>
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> Feb-29-1996
<PERIOD-END> Feb-29-1996
<INVESTMENTS-AT-COST> 3,295,158
<INVESTMENTS-AT-VALUE> 3,310,679
<RECEIVABLES> 36,731
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,347,410
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36,731
<TOTAL-LIABILITIES> 36,731
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 35,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3,310,679
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 94.59
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the North
Carolina Traditional Trust 287 which is incorporated in the Prospectus dated
March 24, 1995 and is qualified in its entirety by reference to such
prospectus.
</LEGEND>
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> Feb-29-1996
<PERIOD-END> Feb-29-1996
<INVESTMENTS-AT-COST> 3,339,685
<INVESTMENTS-AT-VALUE> 3,352,645
<RECEIVABLES> 73,412
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,426,057
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 73,412
<TOTAL-LIABILITIES> 73,412
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 35,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3,352,645
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 95.79
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Short
Intermediate Insured Trust 40 which is incorporated in the Prospectus dated
March 24, 1995 and is qualified in its entirety by reference to such
prospectus.
</LEGEND>
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> Feb-29-1996
<PERIOD-END> Feb-29-1996
<INVESTMENTS-AT-COST> 7,382,103
<INVESTMENTS-AT-VALUE> 7,401,885
<RECEIVABLES> 59,599
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 7,461,484
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 59,599
<TOTAL-LIABILITIES> 59,599
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 75,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 7,401,885
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 98.69
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
Statement of differences between electronic filing and printed document.
Pursuant to Rule 499(c) (7) under the Securities Act of 1933 and Rule
20-11 under the Investment Company Act of 1940, Registrant hereby identifies
those differences in the foregoing document between the electronic format in
which it is filed and the printed form in which it will be circulated:
(1) The printed and distributed prospectus may be paged differently
because the printed document may contain a different amount of information on
each page from that contained in the electronic transmission.
(2) On the cover page, in the index and on the last page of the printed
document, solid vertical bars will appear.
(3) In the printed document, footnote symbols may include a "dagger" or
multiple "dagger". The "dagger" symbol is represented as # in the electronic
document.
(4) The printed and distributed prospectus will not contain the
preliminary prospectus legend included at the beginning of the first
prospectus page.
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
A. BONDING ARRANGEMENTS OF DEPOSITOR:
The Depositor has obtained the following Stockbrokers Blanket Bonds
for its officers, directors and employees:
INSURER/POLICY NO. AMOUNT
United Pacific Insurance Co. $10,000,000
Reliance Insurance Company
B 74 92 20
Aetna Casualty and Surety $10,000,000
08 F10618BCA
St. Paul Insurance Co. $ 6,000,000
400 HC 1051
B. This amendment of Registration Statement comprises the following papers
and documents:
The facing sheet
The Prospectus
The signatures
Consents of Independent Public
Accountants and Counsel as indicated
Exhibits as listed on page S-5
<PAGE>
SIGNATURES
The Registrant, Nuveen Tax-Exempt Unit Trust, Series 792 hereby
identifies Series 401, 507, 512, 515, 517, 519 and 723 of the Nuveen
Tax-Exempt Unit 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, Nuveen Tax-Exempt Unit Trust, Series 792 has duly caused this
Amendment of Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized in the City of Chicago and State of
Illinois on 3/24/95.
NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 792
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By: Larry Woods Martin
_________________________________
Vice President
Attest: Morrison C. Warren
__________________________________
Assistant Secretary
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
of Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
SIGNATURE TITLE* DATE
Richard J. Franke Chairman, Board of Directors )
Chief Executive Officer and )
Director )
)
Donald E. Sveen President, Chief Operating )
Officer and Director )
)
Anthony T. Dean Executive Vice President ) Larry Woods Martin
and Director ) Attorney-In-Fact**
)
Timothy T. Schwertfeger Executive Vice President )
and Director )
O. Walter Renfftlen Vice President and Controller )
(Principal Accounting Officer))
)
)3/24/95
___________________
*The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.
**The powers of attorney were filed on Form SE for Messrs. Franke,
Sveen, Renfftlen, Dean and Schwertfeger with the Amendment to the
Registration Statement on Form S-6 of Nuveen Tax-Exempt Unit Trust,
Series 671 (File No. 33-49175).
<PAGE>
792
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report and to all references to our Firm included in or made a part of this
Registration Statement.
Arthur Andersen LLP
Chicago, Illinois
3/24/95
CONSENT OF CHAPMAN AND CUTLER
The consent of Chapman and Cutler to the use of its name in the Prospectus
included in the Registration Statement is contained in its opinions filed by
this amendment as Exhibits 3.1 and 3.2 to the Registration Statement.
CONSENT OF STATE COUNSEL
The consents of special counsel to the Fund for state tax matters to the
use of their names in the Prospectus included in the Registration Statement
are contained in their opinions filed by this amendment as Exhibit 3.3 to the
Registration Statement.
CONSENT OF STANDARD + POOR'S CORPORATION
The consent of Standard + Poor's Corporation to the use of its name in
the Prospectus included in the Registration Statement is filed by this
amendment as Exhibit 4.1 to the Registration Statement.
CONSENT OF KENNY S+P EVALUATION SERVICES
The consent of Kenny S+P Evaluation Services to the use of its name in the
Prospectus included in the Registration Statement is filed by this amendment
as Exhibit 4.2 to the Registration Statement.
CONSENT OF CARTER, LEDYARD & MILBURN
The consent of Carter, Ledyard & Milburn to the use of its name in the
Prospectus included in the Registration Statement is filed by this amendment
as Exhibit 4.3 to the Registration Statement.
<PAGE>
LIST OF EXHIBITS
1.1 (a) Copy of Trust Indenture and Agreement between John Nuveen &
Co. Incorporated, Depositor, and United States Trust Company of
New York, Trustee (as Exibit 1.1 (a) to the Sponsor's Registration
Statement on Form S-6 relating to Series 723 of the Fund (file No.
33-52527) and incorporated herein by reference).
1.1 (b) Schedules to the Trust Indenture and Agreement.
2.1 Copy of Certificate of Ownership (Included in Exhibit 1.1(a) on
pages 2 to 8, inclusive, and incorporated herein by reference).
3.1 Opinion of counsel as to legality of securities being registered.
3.2 Opinion of counsel as to Federal income tax status of securities
being registered.
3.3 Opinions of special state counsel to the Fund for state tax matters
as to income tax status to residents of the respective states of the
units of the respective trusts and consents to the use of their names
in the Prospectus.
4.1 Consent of Standard + Poor's Corporation.
4.2 Consent of Kenny S+P Evaluation Services.
4.3 Consent of Carter, Ledyard & Milburn.
<PAGE>
Exhibit 1.1(b)
SCHEDULE A
Series 792 March 24, 1995
Item 1. This Indenture relates to the Nuveen Tax-Exempt Unit Trust
Series 792.
Item 2. The date of this Indenture is March 24, 1995.
Item 3. Series 792 shall initially contain Trusts as follows:
(a) Maryland Traditional Trust 305
(b) North Carolina Traditional Trust 287
(c) Short Intermediate Insured Trust 40
Item 4. Each Trust shall initially consist of the following number of Units:
(a) Maryland Traditional Trust 35,000 Units
(b) North Carolina Traditional Trust 35,000 Units
(c) Short Intermediate Insured Trust 75,000 Units
Item 5. (a) The amount of the second distribution from the Interest
Account of the respective Trusts will be as follows:
( 1) Maryland Traditional Trust $ .5575 per Unit
( 2) North Carolina Traditional Trust $ .5642 per Unit
( 3) Short Intermediate Insured Trust $ .4673 per Unit
(b) The date of the second distribution from the Interest Account
of the respective Trusts will be as follows:
( 1) Maryland Traditional Trust May 15, 1995
( 2) North Carolina Traditional Trust May 15, 1995
( 3) Short Intermediate Insured Trust May 15, 1995
(c) The record date for the second distribution from the
Interest Account of the respective Trusts will be as
follows:
( 1) Maryland Traditional Trust May 1, 1995
( 2) North Carolina Traditional Trust May 1, 1995
( 3) Short Intermediate Insured Trust May 1, 1995
PAGE 2
Item 6. Record dates for subsequent semi-annual distributions from the
Interest Account for each of the respective Trusts will be the 1st
day of May and November of each year.
Item 7. (a) Record date for distibution from the Principal Account of each
of the respective Trusts will be the first day of May and
November of each year.
(b) The first record date for distributions from the Principal
Account of each of the respective Trusts will be
May 1, 1995.
Item 8. The Trust shall in no event continue beyond the end of the calendar
year preceding the fiftieth anniversary of the execution of this
Indenture for National and State Trusts, beyond the end of the
calendar year preceding the twentieth anniversary of its execution
for Long Intermediate and Intermediate Trusts and beyond the end of
the calendar year preceding the tenth anniversary of its execution
for Short Intermediate and Short Term Trusts.
Item 9. Quarterly distributions from the Interest Account of the respective
Trusts will be computed as of the 1st day of February, May, August,
and November.
Item 10. Certain deductions from the Interest Account by the Trustee
will commence as follows:
(a) Maryland Traditional Trust May 1, 1995
(b) North Carolina Traditional Trust May 1, 1995
(c) Short Intermediate Insured Trust May 1, 1995
Item 11. (a) For services performed prior to the date indicated in
Item 5(c) of this Schedule A, the Trustee shall be paid at
the following annual rates per $1,000 of principal amount
of Bonds:
( 1) Maryland Traditional Trust $1.5788
( 2) North Carolina Traditional Trust $1.6193
( 3) Short Intermediate Insured Trust $1.5441
(b) For services performed on or after the date indicated in
Item 5(c) of this Schedule A, the Trustee shall be paid at
the following annual rates per $1,000 of principal amount
of Bonds:
( 1) Maryland Traditional Trust
Monthly Plan of Distribution $1.5788
Quarterly Plan of Distribution $1.2588
Semi-Annual Plan of Distribution $1.0688
( 2) North Carolina Traditional Trust
Monthly Plan of Distribution $1.6193
Quarterly Plan of Distribution $1.2993
Semi-Annual Plan of Distribution $1.1093
( 3) Short Intermediate Insured Trust
Monthly Plan of Distribution $1.5441
Quarterly Plan of Distribution $1.2241
Semi-Annual Plan of Distribution $1.0341
ADDITIONAL SCHEDULES
BONDS INITIALLY DEPOSITED
NUVEEN TAX-EXEMPT UNIT TRUST SERIES 792
Incorporated herein and made a part hereof as indicated below are the
following annual rates per $1,000 of principal amount of Bonds:
corresponding portions of the 'Schedules of Investments at Date of Deposit'
contained in the Prospectus dated the Date of Deposit and relating to the
above-named Series:
Schedule B: Maryland Traditional Trust 305
Schedule C: North Carolina Traditional Trust 287
Schedule D: Short Intermediate Insured Trust 40
<PAGE>
EXHIBIT 3.1
(ON CHAPMAN AND CUTLER LETTERHEAD)
3/24/95
John Nuveen & Co. Incorporated
333 W. Wacker Drive
Chicago, Illinois 60606
RE: Nuveen Tax-Exempt Unit Trust, Series 792
Gentlemen:
We have served as counsel for you, as depositor of Nuveen Tax-Exempt Unit
Trust, Series 792 (hereinafter referred to as the "Fund"), in connection
with the issuance under the Trust Indenture and Agreement dated the date
hereof between John Nuveen & Co. Incorporated, as Depositor, and United
States Trust Company of New York, as Trustee, of Units of fractional
undivided interest in the one or more Trusts of said Fund (hereinafter
referred to as the "Units").
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 Indenture and Agreement and
the establishment of book entry positions and the execution and issuance of
certificates evidencing the Units in the Trusts of the Fund have been duly
authorized; and
2. The book entry positions and certificates positions evidencing the
Units in the Trusts of the Fund when duly executed and delivered or duly
established by the Depositor and the Trustee in accordance with the
aforementioned Trust Indenture and Agreement, will constitute valid and
binding obligations of such Trusts and the Depositor in accordance with the
terms thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 33-57959) 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>
EXHIBIT 3.2
(ON CHAPMAN AND CUTLER LETTERHEAD)
3/24/95
John Nuveen & Co. Incorporated
333 W. Wacker Drive
Chicago, Illinois 60606
RE: Nuveen Tax-Exempt Unit Trust, Series 792
Gentlemen:
We have served as counsel for you, as Depositor of Nuveen Tax-Exempt Unit
Trust, Series 792 (the "Fund") in connection with the issuance under the
Trust Indenture and Agreement, dated the date hereof between John Nuveen & Co.
Incorporated, as Depositor, and United States Trust Company of New York, as
Trustee, of Units of fractional undivided interest (the "Units"), as evidenced
by a book entry position or certificate, if requested by the purchaser of
Units, in the one or more Trusts of said Fund.
We have also served as counsel for you in connection with all previous
Series of the Nuveen Tax-Exempt Unit Trust and as such have previously
examined such pertinent records and documents and matters of law as we have
deemed necessary, including (but not limited to) the Trust Indenture and
Agreements with respect to those series. We have also examined such
pertinent records and documents and matters of law as we have deemed
necessary including (but not limited to) the Trust Indenture and Agreement
relating to Nuveen Tax-Exempt Unit Trust, Series 792.
We have concluded that the Trust Indenture and Agreement for the Fund and
its counterpart in each of the prior issues of Nuveen Tax-Exempt Unit Trust
are in all material respects substantially identical.
Based upon the foregoing, and upon such matters of law as we consider
to be applicable we are of the opinion that, under existing federal income
law:
(i) For Federal income tax purposes, each of the Trusts will not be
taxable as an association 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 respective Trust of the Fund in the proportion
that the number of Units of such Trust held by him bears to the total number
of outstanding Units of such Trust. Under Subpart E, Subchapter J of Chapter
1 of the Code, income of each Trust will be treated as income of each
Unitholder thereof in the proportion described and an item of Fund income
will have the same character in the hands of a Unitholder as it would have in
the hands of the Trustee. Accordingly, to the extent that the income of a
Trust consists of interest and original issue discount excludable from gross
income under Section 103 of the Code, such income will be excludable from
federal gross income of the Unitholder, except in the case of a Unitholder
who is a substantial user (or a person related to such user) of a facility
financed through issuance of any industrial development bonds or certain
private activity bonds held by the Trust. In the case of such Unitholder who
is a substantial user (and no other) interest received and original issue
discount with respect to his Units attributable to such industrial
development bonds or such private activity bonds is includable in his gross
income. In the case of certain corporations, interest on the Bonds is included
in computing the alternative minimum tax pursuant to Sections 56(f) and 56(g)
of the Code, the enviromental tax (the "Superfund Tax") imposed by Sections
59A of the Code, and the branch profits tax imposed by Section 884 of the Code
with repect to U.S. branches of foreign corporations.
(iii) Gain or loss will be recognized to a Unitholder upon
redemption or sale of his Units. Such gain or loss is measured by comparing
the proceeds of such redemption or sale with the adjusted basis of such Units.
Before adjustment, such basis would normally be cost if the Unitholder had
acquired his Units by purchase, plus his aliquot share of advances by the
Trustee to the Trust to pay interest on Bonds delivered after the Unitholder's
settlement date to the extent that such interest accrued on the Bonds during
the period from the Unitholder's settlement date to the date such Bonds are
delivered to the Trust, but only to the extent that such advances are to be
repaid to the Trustee out of interest received by the Fund with respect to
such Bonds. In addition, such basis will be increased by both the
Unitholder's aliquot share of the accrued original issued discount with
respect to each Bond held by the Trust with respect to which there was an
original issue discount and reduced by the annual amortization of bond
premium, if any, on Bonds held by the Trust.
<PAGE>
(iv) If the Trustee disposes of a Trust asset (whether by sale, payment on
maturity, redemption or otherwise), gain or loss is recognized to the
Unitholder and the amount thereof is 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 among each
of the Trust assets (as of the date on which his Units were acquired) 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 by the amount of his
aliquot share of interest received by the Fund, if any, on Bonds delivered
after the Unitholder's settlement date to the extent that such
interest accrued on the Bonds during the period from the Unitholder's
settlement date to the date such Bonds are delivered to the Trust, must be
reduced by the annual amortization of bond premium, if any, on Bonds held by
the Trust and must be increased by the Unitholder's share of accrued
original issue discount with respect to each Bond which, at the time
the Bond was issued, had original issue discount.
(v) In the case of any Bond held by the Trust where the "stated
redemption price at maturity" exceeds the "issue price," such excess shall
be original issue discount. With respect to each Unitholder, upon the
purchase of his Units subsequent to the original issuance of Bonds held by the
Trust Section 1272(a)(7) of the Code provides for a reduction in the accrued
"daily portion" of such original issue discount upon the purchase of a Bond
subsequent to the Bond's original issue, under certain circumstances. In the
case of any Bond held by the Trust the interest on which is excludable from
gross income under Section 103 of the Code, any original issue discount which
accrues with respect thereto will be treated as interest which is excludable
from gross income under Section 103 of the Code.
(vi) In the case of any Bond which matures within one year of the date
issued, the accrual of tax-exempt original issue discount will generally be
computed daily on a ratable basis unless the Unitholder elects to accrue such
discount under a constant yield method, compounded daily.
(vii) In the case of any Bond which does not mature within one year
after the date issued, tax-exempt original issue discount will accrue
daily, computed generally under a constant yield method, compounded
semiannually (with straight line interpolation between compounding dates).
(viii) In the case of Trusts for which Municipal Bond Investors Assurance
Corporation ("MBIA") insurance with respect to each of the Bonds deposited
therein has been obtained by the Depositor or the issuer or underwriter of the
Bonds, we have examined the form of MBIA's policy or several policies of
insurance (the "Policies") which have been delivered to the Trustee. Assuming
issuance of Policies in such form, in our opinion, any amounts paid under said
Policies representing maturing interest on defaulted obligations held by the
Trustee will be excludable from Federal gross income if, and to the same
extent as, such interest would have been so excludable if paid by the
respective issuer, provided that, at the time such policies are purchased,
the amounts paid for such policies are reasonable, customary and consistent
with the reasonable expectation that the issuer of the bonds, rather than
the insurer, will pay debt service on the bonds. Paragraph (ii) of this
opinion is accordingly applicable to Policy proceeds representing maturing
interest.
<PAGE>
Because the Trusts do not include any "specified private activity bonds"
within the meaning of Section 57(a)(5) of the Code issued on or after August
8, 1986, none of the Trust Fund's interest income shall be treated as an item
of tax preference when computing the alternative minimum tax. In the case of
corporations, for taxable years beginning after December 31, 1986, the alter-
native minimum tax and the Superfund Tax depend upon the corporation's
alternative minimum taxable income ("AMTI"), which is the corporation's
taxable income with certain adjustments.
Pursuant to Section 56(c) of the Code, one of the adjustment
items used in computing AMTI and the Superfund Tax of a corporation
(other than an S Corporation, Regulated Investment Company, Real Estate
Investment Trust or REMIC) is an amount equal to 50% of the excess of such
corporation's "adjusted net book income" over an amount equal to its AMTI
(before such adjustment item and the alternative tax net operating
loss deduction). For taxable years beginning after 1989, such adjustment item
will be 75% of the excess of such corporation's "adjusted current earnings"
over an amount equal to its AMTI (before such adjustment item and the
alternative tax net operating net operating loss deduction) pursuant to
Section 56(g) of the Code. Both "adjusted net book income" and "adjusted
current earnings" include all tax-exempt interest, including interest on all
Bonds in the Trust, and tax-exempt original issue discount.
Effective for tax returns filed after December 31, 1987, all taxpayers
are required to disclose to the Internal Revenue Service the amount of
tax-exempt interest earned during the year.
Section 265 of the Code generally provides for a reduction
in each taxable year of 100% of the otherwise deductible interest on
indebtedness incurred or continued by financial institutions, to which either
Section 585 or Section 593 of the Code applies, to purchase or carry
obligations acquired after August 7, 1986, the interest on which is exempt
from federal income taxes for such taxable year. Under rules prescribed by
Section 265, the amount of interest otherwise deductible by such financial
institutions in any taxable year which is deemed to be attributable to
tax-exempt obligations acquired after August 7, 1986 will be the amount
that bears the same ratio to the interest deduction otherwise allowable
(determined without regard to Section 265) to the taxpayer for the taxable
year as the taxpayer's average adjusted basis (within the meaning of Section
1016) of tax-exempt obligations acquired after August 7, 1986, bears to
such average adjusted basis for all assets of the taxpayer, unless such
financial institution can otherwise establish under regulations to be
prescribed by the Secretary of the Treasury, the amount of interest on
indebtedness incurred or continued to purchase or carry such obligations.
<PAGE>
We also call attention to the fact that, under Section 265 of the
Code, interest on indebtedness incurred or continued to purchase or carry
Units by taxpayers other than certain financial institutions, as referred to
above, is not deductible for Federal income tax purposes. Under rules used by
the Internal Revenue Service for determining when borrowed funds are con-
sidered used for the purpose of purchasing or carrying particular assets, the
purchase of Units may be considered to have been made with borrowed funds even
though the borrowed funds are not directly traceable to the purchase of Units.
However, these rules generally do not apply to interest paid on indebtedness
incurred for expenditures of a personal nature such as a mortgage incurred to
purchase or improve a personal residence.
"The Revenue Reconciliation Act of 1993" (the "Tax Act") subjects tax-exempt
bonds to the market discount rules of the Code effective for bonds purchased
after April 30, 1993. In general, market discount is the amount (if any) by
which the stated redemption price at maturity exceeds an investor's purchase
price (except to the extent that such difference, if any, is attributable to
original issue discount not yet accrued) subject to a statutory de minimis rule.
Market discount can arise based on the price a Trust pays for Bonds or the price
a Unitholder pays for his or her Units. Under the Tax Act, accretion of market
discount is taxable as ordinary income; under prior law, the accretion had been
treated as capital gain. Market discount that accretes while a Trust holds a
Bond would be recognized as ordinary income by the Unitholders when principal
payments are received on the Bond, upon sale or at redemption (including early
redemption), or upon the sale or redemption of his or her Units, unless a
Unitholder elects to include market discount in taxable income as it accrues.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 33-57959) 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>
EXHIBIT 3.3
(ON VENABLE, BAETJER AND HOWARD LETTERHEAD)
3/24/95
Nuveen Tax-Exempt Unit Trust --
Series 792, Maryland Traditional Trust 305
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
Attn: James J. Wesolowski, Esquire
Vice President, General Counsel
and Secretary
United States Trust Company of New York,
as Trustee of Nuveen Tax-Exempt Unit Trust --
Series 792, Maryland Traditional Trust 305
770 Broadway
New York, New York 10003
Gentlemen:
We have acted as special Maryland counsel to the Nuveen Tax-Exempt Unit
Trust-- Series 792 (the "Fund") with respect to the issuance by the Fund
of units of fractional undivided interest in the Fund (the "Units") as
described in a certain Registration Statement (No. 33-57959) on Form S-6
under the Securities Act of 1933, as amended (the "Registration Statement").
The Fund has been organized under a Trust Indenture and Agreement dated
as of the date hereof between John Nuveen & Co. Incorporated (the "Depositor")
and United States Trust Company of New York (the "Trustee"). The Fund will
issue the Units in several Trusts, one of which is the Maryland Traditional
Trust 305 (the "Trust"). The Units will be purchased by various
investors (the "Unitholders"). Each Unit of the Trust represents a fractional
undivided interest in the principal and net income of the Trust in the ratio
of ten Units for each $1,000 principal amount of the obligations initially
acquired by the Trust. Each trust will be administered as a distinct entity
with seperate certificates, investments, expenses, books and records.
The assets of the Trust will consist of interest-bearing obligations
issued by or on behalf of the State of Maryland, its political subdivisions
and authorities and, provided the interest thereon is exempt from State
income tax under the laws or treaties of the United States, obligations
issued by or on behalf of the territories or possessions of the United
States, including Puerto Rico, the Virgin Islands and Guam, and their
political subdivisions and authorities (the "Bonds").(N.1) Distributions
of the interest received by the Trust will be made semi-annually unless the
Unitholder elects otherwise.
You have requested our opinion as to the application of Maryland state and
local taxes to the Trust and the Unitholders. In rendering our
opinion, we have assumed (i) that the interest on all Bonds in the Trust will
be exempt from Federal income tax (N.2) and (ii) that the Bonds have been
issued in strict compliance with all requirements of Maryland law and, where
applicable, Federal or territorial law. Furthermore, in rendering our
opinion, we have relied on the opinion of Messrs. Chapman and Cutler, of even
date herewith, that:
(i) The Trust will not be taxable as an association but will be governed
by the provisions of Subchapter J (relating to trusts) of Chapter 1 of the
Internal Revenue Code of 1986 (the "Code");
(ii) Each Unitholder will be considered the owner of a pro rata
portion of the Trust and will be subject to Federal income tax on the income
therefrom under the provisions of Subpart E of Subchapter J of Chapter 1 of
the Code;
(iii) The Trust, itself, will not be subject to Federal income taxes;
(iv) For Federal income tax purposes, each 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. Accordingly, to the extent that the income of the
Trust consists of interest excludable from Federal gross income, such income
will be excludable from Federal gross income of the Unitholder;
<PAGE>
(v) For Federal income tax purposes, each Unitholder will have a
taxable event upon the redemption or sale of his Unit. Gain or loss will
be determined by comparing the proceeds of such a redemption or sale with
the Unitholder's adjusted basis for the Unit. Before adjustment, this basis
would be cost, if the Unitholder had purchased his Units. For Federal
income tax purposes, if the Trustee disposes of a Trust asset (whether
by sale, payment on maturity, retirement or otherwise), gain or loss will
result to each Unitholder; such gain or loss is to be computed by measuring
the Unitholder's aliquot share of the total proceeds from the transaction
against his basis for his fractional interest in the asset disposed of (such
basis being determined by apportioning the basis for his Units among all of
the Trust's assets ratably according to their values as of the valuation
date nearest the date on which he purchased his Units). A
Unitholder's basis in his Units and the basis for his fractional
interest in each Trust asset must be reduced by the amount of his aliquot
share of interest received, if any, on Bonds delivered after the
Unitholder's settlement date to the extent that such interest accrued
on the Bonds during the period from the Unitholder's settlement date
to the date such Bonds are delivered to the Trust and must be reduced
annually for amortization of premiums, if any, on obligations held by the
Trust.
Based upon the foregoing, we are of the opinion, for Maryland State
and local tax purposes, that:
(1) The Trust will not be recognized as an association taxable as a
corporation, and the income of the Trust will be treated as the income of
the Unitholders.
(2) Interest received by the Trust on obligations of the State of
Maryland or its political subdivisions and authorities, or of territories
and possessions of the United States (to the extent federal law exempts
interest on obligations of territories or possessions of the United States
from state taxation) will be exempt from Maryland state and local income
taxes when allocated to an individual Unitholder of the Trust.
(3) Interest or profit realized from a sale or exchange of bonds
issued by the State of Maryland or one of its political subdivisions
derived from the Trust by a financial institution, as defined in Section
8-101(c) of the Tax-General Article of the Annotated Code of Maryland,
will be subject to the Maryland state franchise tax on financial institutions,
except to the extent such interest is expressly exempt from the Maryland state
franchise tax by the statutes which authorize the isuance of such Bonds
(See Section 8-204 of the Tax-General Article of the Annotated Code of
Maryland).
(4) A Unitholder will not be subject to Maryland state or local
income tax with respect to gain realized when Bonds held in the Trust are
sold, redeemed or paid at maturity, except with respect to gain realized upon
a sale, redemption, or payment at maturity of such Bonds as are issued by or
on behalf of the United States' territories or possessions, their political
subdivisions and authorities; such gain will equal the proceeds of sale,
redemption or payment, less the tax basis of the Bond (adjusted to reflect
(a) the amortization of Bond premium or discount, and (b) the deposit in the
Trust after the Unitholder's settlement date of Bonds with accrued
interest).
(5) Gain realized by a Unitholder from the redemption, sale or
other disposition of a Unit will be subject to Maryland state income tax
and Maryland local income tax except in the case of individual Unitholders
who are not Maryland residents.
(6) Maryland presently imposes an income tax on items of tax preference
with reference to such items as defined in the Code. For taxable years
beginning after December 31, 1986, interest paid on certain private activity
bonds constitutes a tax preference pursuant to Section 57 (a) (5) of the
Code. Accordingly, if the Maryland Series holds such bonds, 50% of the
interest would be taxable by Maryland under the provisions of Section
10-205(f) of the Tax-General Article of the Annotated Code of Maryland,
subject to a threshold amount.
(7) Interest on indebtedness incurred or continued (directly or
indirectly) by a Unitholder to purchase or carry Units in the Trust
will not be deductible for Maryland State or local income tax purposes.
(8) Trust Units will be subject to Maryland inheritance and estate tax
only if held by Maryland residents.
(9) Neither the Bonds nor the Units will be subject to the Maryland
personal property tax, sales tax or use tax.
This letter is not to be construed as a prediction of a favorable outcome
with respect to any issue for which no favorable prediction is made herein, or
as a guaranty of any tax result, or as offering an assurance or guaranty that
a Maryland state or local taxing authority might not differ with our
conclusions, or raise other questions or issues upon audit, or that such
action may not be judicially sustained.
We have not examined any of the Bonds to be deposited in the Fund and held
by the Trust, and express no opinion as to whether the interest on any such
Bonds would in fact be tax-exempt if directly received by a Unitholder;
nor have we made any review of the proceedings relating to the issuance of the
Bonds or the basis for the bond counsel opinions or the opinions of Messrs.
Chapman and Cutler referred to herein.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in such Registration
Statement and the Preliminary Prospectus included therein. In giving
such consent, we do not thereby admit that we are within the category of
persons whose consent is required by Section 7 of the Securities Act of 1933,
as amended, and the rules and regulations thereunder.
_______________________
(N.1)It is understood that, from time to time, some uninvested cash may be
held in the Trust.
(N.2)Section 2.01 of the Indenture provides that the Depositor may deposit
delivery statements relating to contracts for the purchase of Bonds (rather
than actual Bonds) into the Trust. We understand that, should any such
contract to purchase Bonds fail, the Depositor intends to pay to all
Unitholders an amount equivalent to the interest that would have been
paid to such Unitholders had the contract not failed. Such amount
will constitute taxable income for Federal income tax purposes.
Very truly yours,
VENABLE, BAETJER AND HOWARD
<PAGE>
EXHIBIT 3.3
(ON MOORE & VAN ALLEN LETTERHEAD)
3/24/95
Nuveen Tax-Exempt Unit Trust,
Series 792 - North Carolina Traditional 287
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
Attn: James J. Wesolowski, Esq.
Vice President, General Counsel
and Corporate Secretary
United States Trust Company of New York,
as Trustee of Nuveen Tax-Exempt Unit Trust,
Series 792 - North Carolina Traditional Trust 287
770 Broadway
New York, New York 10003
Gentlemen:
We have acted as special North Carolina counsel to Nuveen Tax-Exempt Unit
Trust, Series 792 (the "Fund") concerning a Registration Statement (No.
33-57959) on Form S-6 under the Securities Act of 1933, as amended (the
"Registration Statement"), in connection with the issuance by the Fund of
units of fractional undivided interests in the Fund (the "Units"). The Fund
has been organized under a Trust Indenture and Agreement, dated of even date
hereof, between John Nuveen & Co., Incorporated (the "Depositor") and United
States Trust Company of New York (the "Trustee"). The Fund will issue the
Units in several unit investment trusts for designated states, one of which
will be North Carolina Traditional Trust 287 (the "Trust"). The Units
will be purchased by various investors (the "Unitholders"). Each Unit of the
Trust represents a fractional undivided interest in the principal and net
income of the Trust in the ratio of 10 Units for each $1,000 principal amount
of the obligations initially acquired by the Trust. Each Trust will be
administered as a distinct entity with separate certificates, investments,
expenses, books and records.
The assets of the Trust will consist of interest-bearing obligations
issued by or on behalf of the State of North Carolina, its political
subdivisions authorities and provided the interest thereon is exempt
from North Carolina income taxes by the laws or treaties of the United States,
by or on behalf of the United States territories or possessions (including
Puerto Rico, the Virgin Islands, Guam and the Northern Mariana Islands), their
political subdivisions and authorities (the "Bonds"). Distributions of the
interest received by the Trust will be made semiannually unless the
Unitholder elects otherwise.
You have requested our opinion as to the application of North Carolina
state and local taxes to the Trust and the Unitholders. In rendering
our opinion, we have assumed (i) that the interest on all Bonds in the Trust
will be exempt from Federal income tax and (ii) that the Bonds have been
issued in strict compliance with all requirements of North Carolina law or,
where applicable, Federal or territorial law. Furthermore, in rendering our
opinion, we have relied on the opinion of Messrs. Chapman and Cutler, of even
date herewith, that:
(i) The Trust will not be taxable as an association but will be governed
by the provisions of Subchapter J (relating to trusts) of Chapter 1 of the
Internal Revenue Code of 1986, as amended (the "Code");
(ii) Each Unitholder will be considered the owner of a pro rata
portion of the Trust and will be subject to federal income tax on the income
therefrom under the provisions of Subpart E of Subchapter J of Chapter 1 of
the Code;
(iii) The Trust, itself, will not be subject to federal income taxes;
(iv) Each 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. Accord-
ingly, to the extent that the income of the Trust consists of interest exclud-
able from federal gross income, such income will be excludable from the
federal gross income of the Unitholder; and
(v) Gain or loss will be recognized by a Unitholder upon the
redemption or sale of his Units or upon the maturity, redemption, sale, or
other disposition of a Bond held by the Trust.
<PAGE>
Based upon the foregoing and under existing law, we are of the opinion
that:
(1) The Trust is not an association taxable as a corporation for North
Carolina income tax purposes.
(2) Interest on the Bonds which is exempt from North Carolina income tax
when received by the Trust will retain its status as tax-exempt interest when
distributed to Unitholders.
(3) For North Carolina income tax purposes, each Unitholder will
have a taxable event when, upon redemption or sale of his Unit, he receives
cash or other property. Gain or loss will be determined by computing the
difference between the proceeds of such a redemption or sale and the
Unitholder's adjusted basis for the Unit.
(4) For North Carolina income tax purposes, each Unitholder will
have a taxable event when the Trust disposes of one of the Bonds (whether by
sale, payment at maturity, retirement or otherwise); provided that when any of
the Bonds held by the Trust have been issued under an act of the General
Assembly of North Carolina that provides that all income from such Bond,
including a profit made from the sale thereof, shall be free from all taxation
by the State of North Carolina, any such profit received by the Trust will
retain its tax-exempt status in the hands of each Unitholder.
(5) Ownership of the Units representing a pro rata ownership of the Bonds
is exempt from the North Carolina tax on intangible personal property so long
as the corpus of the Trust is composed entirely of North Carolina obligations
or is composed entirely of obligations of the United States and its
possessions and North Carolina and at least eighty percent (80%) of the fair
market value of such obligations represents North Carolina obligations;
provided that for this exemption to apply, the Trustee must periodically
provide to the North Carolina Department of Revenue such information about
the Trust as required by applicable law.
(6) Interest on indebtedness paid or accrued by a Unitholder in connect-
ion with ownership of Units in the Trust will not be deductible by the
Unitholder for North Carolina income tax purposes.
(7) Amortization of Bond premiums is mandatory for North Carolina state
income tax purposes for all North Carolina resident Unitholders.
Amortization for the taxable year is accomplished by lowering the basis or
adjusted basis of the Units, with no deduction against gross income for the
year.
(8) Trust Units will be subject to North Carolina inheritance and estate
tax if owned by a North Carolina resident on the date of his death.
(9) Neither the Bonds nor the Units in the Trust will be subject to the
North Carolina sales tax or use tax.
The foregoing opinion, which is based on the applicable law at the date of
this letter and on information provided to us by the Depositor, is an opinion
of counsel only and cannot be relied upon as binding on the State of North
Carolina or its taxing authorities. This opinion is dependent upon laws,
regulations and administrative and judicial decisions that are subject to
change. This opinion is being rendered to you and the Unitholders solely
for their benefit in connection with the purchase of the Units and may not
be relied upon by any other person or for any other purpose without our
prior written consent.
This letter is not to be construed as a prediction of a favorable outcome
with respect to any issue for which no favorable prediction is made herein, or
as a guaranty of any tax result, or as offering an assurance or guaranty that
a North Carolina state taxing authority might not differ with our
conclusions, or raise other questions or issues upon audit.
We have not examined any of the Bonds to be deposited in the Fund and held
by the Trust, and express no opinion as to whether the interest on any such
Bonds would in fact be tax-exempt if directly received by a Unitholder;
nor have we made any review of the proceedings relating to the issuance of the
Bonds or the basis for the bond counsel opinions or the opinions of Messrs.
Chapman and Cutler referred to herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in such Registration
Statement and the Prospectus included therein. In giving
such consent, we do not thereby admit that we are within the category of
persons whose consent is required by Section 7 of the Securities Act of 1933,
as amended, and the rules and regulations thereunder.
Very truly yours,
MOORE & VAN ALLEN
By Ernest Riegel
<PAGE>
EXHIBIT 4.1
(ON STANDARD & POOR'S CORPORATION LETTERHEAD)
3/24/95
John Nuveen & Company
333 West Wacker Drive
Chicago, Illinois 60606
Re: NUVEEN TAX EXEMPT UNIT TRUST, SERIES 792
This is in response to your requests regarding the above-captioned
fund which consists of separate underlying insured and traditional unit
investment trusts, SEC file # 33-57959.
INSURED TRUSTS.
With respect to the insured trusts we have reviewed the information
presented to us and have assigned a 'AAA' rating to the units of each insured
trust and a 'AAA' rating to the securities contained in each insured trust.
The ratings are direct reflections of the portfolio of each insured trust,
which will be composed soley of securities covered by bond insurance policies
that insure against default in the payment of principal and interest on the
securities contained in each insured trust for as long as they remain
outstanding. We understand that the bonds described in the prospectus are the
same as those in the attatched list. Since such policies have been issued by
MBIA which has been assigned a 'AAA' claims paying ability rating by S&P, S&P
has assigned a 'AAA' to the units of each insured trust and a 'AAA' rating to
the securities contained in each trust.
You have permission to use the name of Standard & Poor's Corporation
and the above-assigned rating in connection with your dissemination of
information relating to the insured trusts provided that it is understood
that the ratings are not 'market' ratings nor recommendations to buy, hold or
sell the units of the insured trusts or the securities contained in the
insured trusts. Further, it should be understood the rating on the units of
each insured trust does not take into account the extent to which the trust's
expenses or portfolio asset sales for less than the principal required to be
paid on the portfolio assets. S&P reserves the right to advise its own
clients, subscribers, and the public of the ratings. S&P relies on the
sponsor and its counsel, accountants, and other experts for the accuracy and
completeness of the information submitted in connection with the ratings. S&P
does not independently verify the truth or accuracy of any such information.
This letter evidences our consent to the use of the name of Standard &
Poor's Corporation in connection with the rating assigned to the units of each
insured trust in the registration statement or prospectus relating to the
units and the trusts. However, this letter should not be construed as a
consent by us, within the meaning of section 7 of the Securities Act of 1933,
to the use of Standard and Poor's Corporation in connection with the ratings
assigned to the securities contained in the insured trusts. You are hereby
authorized to file a copy of this letter with the Securities and Exchange
Commission.
Please be certain to send us three copies of your final prospectus as
soon as it becomes available. Should we not receive them within a reasonable
time after the closing or should they not conform to certification received by
us, we reserve the right to nullify the ratings.
<PAGE>
TRADITIONAL TRUSTS.
With respect to the traditional unit investment trusts within the
above-captioned fund, we have reviewed the information presented to us and we
hereby confirm that the ratings indicated in the prospectus as being assigned
by Standard & Poor's Corporation to the securities contained in each
traditional trust of such fund are, according to our records, the ratings
currently assigned by Standard & Poor's Corporation to such securities. You
understand that Standard & Poor's Corporation has not consented to, and will
not consent to, being named as "expert" under the federal securities laws,
including and without limitation, Section 7 of the Securities Act of 1933,
with respect to the ratings on any securities contained in any of the
traditional trusts.
Please note that the 'AAA' rating assigned to the units of each
insured trust does not apply to the units of any of the traditional trusts.
STANDARD & POOR'S CORPORATION
Sanford Bragg
<PAGE>
EXHIBIT 4.2
(On J. J. Kenny Co., Inc. Letterhead)
3/24/95
John Nuveen & Company
333 West Wacker Drive
Chicago, IL 60606
Re: Nuveen Tax Exempt Unit Trust, Series 792
Gentlemen:
We have examined the registration statement File No. 33-57959
for the above-captioned trust. We hereby acknowledge that
Kenny S&P Evaluation Services, a division of J. J. Kenny Co., Inc.
is currently acting as the evaluator for the trust. We hereby
consent to the use in the Registration Statement of the reference
to Kenny S&P Evaluation Services, a division of J. J. Kenny Co., Inc.
as evaluator.
In addition, we hereby confirm that the ratings indicated in the
Registration Statement for the respective bonds comprising the trust
portfolio are the ratings currently indicated in our KENNYBASE database.
You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
<PAGE>
MEMORANDUM
Nuveen Tax-Exempt Unit Trust, Series 792
File No. 33-57959
The Prospectus and the Indenture filed with Amendment No. 1 of the
Registration Statement on Form S-6 have been revised to reflect information
regarding the execution of the Indenture and the deposit of bonds on 3/24/95,
and to set forth certain statistical data based thereon. In addition, there
are a number of other changes from the Prospectus as originally filed to which
reference is made, including the increase in the size of the Fund, a
corresponding increase in the number of Units and a change in the individual
trusts constituting the Fund. All references to the Units, prices and related
statistical data will apply to each trust of the Fund and the Units thereof
individually.
Except for such updating, an effort has been made to set forth below each
of the changes and also to reflect the same by marking the Prospectus
transmitted with the Amendment. Also, differences between the Final
Prospectus relating to the previous series of the Nuveen Tax-Exempt Unit
Trust and the subject Prospectus have been indicated.
FORM S-6
FACING SHEET. The file number is now shown.
THE PROSPECTUS
PAGE 3. The "Estimated Long-Term Return" and "Estimated Current
Return" to Unitholders under each Trust under each of the distribution
plans are stated.
PAGES 4 - 5. Essential information for each of the Trusts, including
applicable footnotes, has been completed for this Series.
PAGES 5 - 6. The date of the Indenture has been inserted in Section 1
along with the size and number of Units of each of the Trusts.
PAGE 8 et seq. The following information for each Trust appears on the
pages relating to such trust:
The estimated daily accrual of interest under the plans of
distribution for each of the Trusts
Data regarding the composition of the portfolio of each
Trust
Disclosure regarding the states' economic and legislative
matters relevant to investors of state trusts
Concentrations of issues by purpose in each Trust
The approximate percentage of the bonds in the
portfolio of each Trust acquired in distributions where
the Sponsor was either the sole underwriter or manager
or member of the underwriting syndicate
The percentage of "when issued" bonds in the portfolio
of each Trust
The schedule of investments for each Trust, including
the notes thereto
Descriptions of the opinions of the special tax
counsel for state trusts
The Record Dates and Distribution Dates for
interest distributions for each Trust
The distribution table for each Trust
Taxable Equivalent Estimated Current Return Tables for residents
of the respective jurisdictions
The statements of condition for each Trust
and the accountant's report with regard thereto.
The amount of the Trustee's Fee
THE INDENTURE
The Schedules to the Indenture have been completed.
CHAPMAN AND CUTLER
Chicago, Illinois
3/24/95
