SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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: OPPENHEIMER GLOBAL GROWTH &
TREASURY SECURITIES TRUST,
SERIES 1
B. Name of Depositor: NIKE SECURITIES L.P.
C. Complete Address of Depositor's 1001 Warrenville Road
Principal Executive Offices: Lisle, Illinois 60532
D. Name and Complete Address of NIKE SECURITIES L.P.
Agents for Service: Attention: James A. Bowen
1001 Warrenville Road
Lisle, Illinois 60532
CHAPMAN AND CUTLER
Attention: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603
E. Title and Amount of
Securities Being Registered: An indefinite number of
Units pursuant to Rule
24f-2 promulgated under the
Investment Company Act of
1940, as amended.
F. Proposed Maximum Offering
Price to the Public of the
Securities Being Registered: Indefinite.
G. Amount of Filing Fee
(as required by Rule 24f-2): $500.00
H. Approximate Date of Proposed
Sale to the Public: ____ Check if it is proposed
that this filing will
become effective on _____
at ____ p.m. pursuant to
Rule 487.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
Cross-Reference Sheet
(Form N-8B-2 Items required by Instructions as
to the Prospectus in Form S-6)
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust Prospectus front cover
(b) Title of securities issued Summary of Essential
Information
2. Name and address of each Information as to
depositor Sponsor, Trustee and
Evaluator
3. Name and address of Information as to
trustee Sponsor, Trustee and
Evaluator
4. Name and address of Underwriting
principal underwriters
5. State of organization Oppenheimer Global Growth
of trust & Treasury Securities
Trust
6. Execution and termination Oppenheimer Global Growth
of trust agreement & Treasury Securities
Trust; Other Information
7. Changes of name *
8. Fiscal Year *
9. Litigation *
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. (a) Registered or bearer Rights of Unit Holders
securities
(b) Cumulative or distributive Oppenheimer Global Growth
securities & Treasury Securities
Trust
(c) Redemption Rights of Unit Holders
(d) Conversion, transfer, etc. Rights of Unit Holders
(e) Periodic payment plan
certificates *
(f) Voting rights Rights of Unit Holders;
Other Information
(g) Notice of certificate- Rights of Unit Holders;
holders Other Information
(h) Consents required Rights of Unit Holders;
Other Information
(i) Other provisions Oppenheimer Global Growth
& Treasury Securities
Trust
11. Types of securities comprising Oppenheimer Global Growth
The Units & Treasury Securities
Trust
12. Certain information
regarding periodic payment
plan certificates *
13. (a) Load, fees, expenses, etc. Summary of Essential
Information; Public
Offering; Oppenheimer
Global Growth & Treasury
Securities Trust
(b) Certain information
regarding periodic payment
plan certificates *
(c) Certain percentages Summary of Essential
Information; Oppenheimer
Global Growth & Treasury
Securities Trust; Public
Offering
(d) Difference in price offered Public Offering
for any class of transactions
to any class or group of
individuals
(e) Certain other load fees, Rights of Unit Holders
expenses, etc. payable by
holders
(f) Certain profits receivable Oppenheimer Global Growth
by depositor, principal & Treasury Securities
underwriters, trustee or Trust
affiliated persons
(g) Ratio of annual charges to
income *
14. Issuance of trust's Rights of Unit Holders
securities
15. Receipt and handling of
payments from purchasers *
16. Acquisition and disposition Oppenheimer Global Growth
of underlying securities & Treasury Securities
Trust; Rights of Unit
Holders
17. Withdrawal or redemption Oppenheimer Global Growth
& Treasury Securities
Trust; Public Offering;
Rights of Unit Holders
18. (a) Receipt, custody and
disposition of income Rights of Unit Holders
(b) Reinvestment of
distributions Rights of Unit Holders
(c) Reserves or special funds Information as to
Sponsor, Trustee and
Evaluator
(d) Schedule of distributions *
19. Records, accounts and
reports Rights of Unit Holders
20. Certain miscellaneous
provisions of trust
agreement
(a) Amendment Other Information
(b) Termination Other Information
(c) and (d) Trustee, removal and
successor Information as to
Sponsor, Trustee and
Evaluator
(e) and (f) Depositor, removal Information as to
and successor Sponsor, Trustee and
Evaluator
21. Loans to security holders *
22. Limitations on liability Oppenheimer Global Growth
& Treasury Securities
Trust; Information as to
Sponsor, Trustee and
Evaluator
23. Bonding arrangements Contents of Registration
Statement
24. Other material provisions
of trust agreement *
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor Information as to
Sponsor, Trustee and
Evaluator
26. Fees received by depositor *
27. Business of depositor Information as to
Sponsor, Trustee and
Evaluator
28. Certain information as to *
officials and affiliated
persons of depositor
29. Voting securities of *
depositor
30. Persons controlling *
depositor
31. Payment by depositor for *
certain services rendered
to trust
32. Payment by depositor for *
certain other services
rendered to trust
33. Remuneration of other *
persons for certain
services rendered to trust
34. Remuneration of other *
persons for certain services
rendered to trust
IV. DISTRIBUTION AND REDEMPTION
35. Distribution of trust's
securities by states Public Offering
36. Suspension of sales of
trust's securities *
37. Revocation of authority
to distribute *
38. (a) Method of distribution Public Offering
(b) Underwriting agreements Public Offering;
Underwriting
(c) Selling agreements Public Offering
39. (a) Organization of principal Information as to
underwriters Sponsor, Trustee and
Evaluator
(b) N.A.S.D. membership of Information as to
principal underwriters Sponsor, Trustee and
Evaluator
40. Certain fee received by See Items 13(a) and 13(e)
principal underwriters
41. (a) Business of principal Information as to
underwriters Sponsor, Trustee and
Evaluator
(b) Branch offices of
principal underwriters *
(c) Salesmen of principal
underwriters *
42. Ownership of trust's
securities by certain
persons *
43. Certain brokerage
commissions received
by principal underwriters *
44. (a) Method of valuation Summary of Essential
Information; Oppenheimer
Global Growth & Treasury
Securities Trust; Public
Offering
(b) Schedule as to offering
price *
(c) Variation in offering Public Offering
price to certain persons
45. Suspension of redemption
rights *
46. (a) Redemption Valuation Rights of Unit Holders
(b) Schedule as to redemption
price *
47. Maintenance of position Public Offering; Rights
in underlying securities of Unit Holders
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation Information as to
of trustee Sponsor, Trustee and
Evaluator
49. Fees and expenses of trustee Oppenheimer Global Growth
& Treasury Securities
Trust
50. Trustee's lien Oppenheimer Global Growth
& Treasury Securities
Trust
VI. INFORMATION CONCERNING THE INSURANCE OF HOLDERS OR
SECURITIES
51. Insurance of holders of *
trust's securities
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust Oppenheimer Global Growth
agreement with respect & Treasury Securities
to selection or elimination Trust; Rights of Unit
of underlying securities Holders
(b) Transactions involving
elimination of underlying
securities *
(c) Policy regarding Oppenheimer Global Growth
substitution or elimination & Treasury Securities
of underlying securities Trust; Rights of Unit
Holders
(d) Fundamental policy not
otherwise covered *
53. Tax status of Trust Oppenheimer Global Growth
& Treasury Securities
Trust
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during
last ten years *
55. Certain information regarding
periodic payment plan
certificates
56. Certain information regarding
periodic payment plan
certificates
57. Certain information regarding *
periodic payment plan
certificates
58. Certain information regarding
periodic payment plan
certificates
59. Financial statements Report of Independent
(Instruction 1(b) to Auditors; Statement of
Form S-6) Net Assets
__________________________
* Inapplicable, answer negative or not required.
SUBJECT TO COMPLETION, DATED AUGUST 2, 1994
Oppenheimer Global Growth & Treasury Securities Trust,
Series 1
The Trust. Oppenheimer Global Growth & Treasury Securities Trust,
Series 1 (the "Trust") is a unit investment trust consisting of
a portfolio of "zero coupon" U.S. Treasury bonds and shares of
Oppenheimer Global Fund (the "Fund"). The Fund is an open-end,
diversified management investment company, commonly known as a
mutual fund.
The objective of the Trust is to protect Unit holders' capital
by investing a portion of the Trust's portfolio in "zero coupon"
U.S. Treasury bonds ("Treasury Obligations") and to provide for
potential capital appreciation by investing a portion of the Trust's
portfolio in shares of Oppenheimer Global Fund. Collectively the
Treasury Obligations and the Fund shares are referred to herein
as the "Securities." The Fund's investment objective is capital
appreciation. Current income is not an objective. In seeking its
objective, the Fund will invest a substantial portion of its invested
assets in securities of foreign issuers, "growth-type" companies,
cyclical industries and special situations which are considered
to have appreciation possibilities. The Fund's techniques may
be considered speculative investment methods and increase risks
and costs to the Fund. See "What is Oppenheimer Global Fund?-Risk
Factors." The Treasury Obligations evidence the right to receive
a fixed payment at a future date from the U.S. Government and
are backed by the full faith and credit of the U.S. Government.
The guarantee of the U.S. Government does not apply to the market
value of the Treasury Obligations or the Units of the Trust, whose
net asset value will fluctuate and, prior to maturity, may be
worth more or less than a purchaser's acquisition cost. This Trust
is intended to achieve its objective over the life of the Trust
and as such is best suited for those investors capable of holding
Units to maturity. There is, of course, no guarantee that the
objective of the Trust will be achieved. See "Portfolio."
The Trust has a mandatory termination date ("Mandatory Termination
Date" or "Trust Ending Date") as set forth under "Summary of Essential
Information."
Each Unit of the Trust represents an undivided fractional interest
in all the Securities deposited in the Trust. The Trust has been
organized so that purchasers of Units should receive, at the termination
of the Trust, an amount per Unit at least equal to $10.00 (which
is equal to the per Unit value upon maturity of the Treasury Obligations),
even if the Trust never paid a dividend and the value of the underlying
Fund shares were to decrease to zero, which the Sponsor considers
highly unlikely. This feature of the Trust provides Unit holders
who purchase Units at a price of $10.00 or less per Unit with
total principal protection, including any sales charges paid,
although they might forego any earnings on the amount invested.
To the extent that Units are purchased at a price less than $10.00
per Unit, this feature may also provide a potential for capital
appreciation. As a result of the volatile nature of the market
for zero coupon U.S. Treasury bonds, Units sold or redeemed prior
to maturity will fluctuate in price and the underlying Treasury
Obligations may be valued at a price greater or less than their
value as of the Initial Date of Deposit. UNIT HOLDERS DISPOSING
OF THEIR UNITS PRIOR TO THE MATURITY OF THE TRUST MAY RECEIVE
MORE OR LESS THAN $10.00 PER UNIT, DEPENDING ON MARKET CONDITIONS
ON THE DATE UNITS ARE SOLD OR REDEEMED.
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.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE
BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
First Trust (registered trademark)
The date of this Prospectus is , 1994
Page 1
The Treasury Obligations deposited in the Trust on the Initial
Date of Deposit will mature on (the
"Treasury Obligations Maturity Date"). The Treasury Obligations
in the Trust have a maturity value equal to or greater than the
aggregate Public Offering Price (which includes the sales charge)
of the Units of the Trust on the Initial Date of Deposit. The
Fund shares deposited in the Trust's portfolio have no fixed maturity
date and the net asset value of the shares will fluctuate. See
"Portfolio."
The Sponsor may, from time to time during a period of approximately
360 days after the Initial Date of Deposit, also deposit additional
Securities in the Trust, provided it maintains the original percentage
relationship between the Treasury Obligations and Fund shares
in the Trust's portfolio. Such deposits of additional Securities
will, therefore, be done in such a manner that the maturity value
of each Unit should always be an amount at least equal to $10.00,
plus the then current net asset value of the Fund shares represented
by each Unit. See "What is Oppenheimer Global Growth & Treasury
Securities Trust?" and "How May Securities be Removed from the
Trust?" The Trust will automatically terminate shortly after the
maturity of the Treasury Obligations deposited therein.
Public Offering Price. The Public Offering Price per Unit of the
Trust during the initial offering period is equal to a pro rata
share of the offering prices of the Treasury Obligations and the
net asset value of the Fund shares in the Trust plus or minus
a pro rata share of cash, if any, in the Capital and Income Accounts
of the Trust, plus a maximum sales charge of 5.5% (equivalent
to 5.82% of the net amount invested). The secondary market Public
Offering Price per Unit will be based upon a pro rata share of
the bid prices of the Treasury Obligations and the net asset value
of the Fund shares in the Trust plus or minus a pro rata share
of cash, if any, in the Capital and Income Accounts of the Trust
plus a maximum sales charge of 5.5% (equivalent to 5.82% of the
net amount invested). The minimum purchase is $1,000. The sales
charge is reduced on a graduated scale for sales involving at
least 10,000 Units. See "How is the Public Offering Price Determined?"
Income and Capital Gains Distributions. Distributions, if any,
of net income, other than amortized discount, will be made at
least annually. Distributions of realized capital gains, if any,
received by the Trust, will be made whenever the Fund makes such
a distribution. Any distribution of income and/or capital gains
will be net of the expenses of the Trust. INCOME WITH RESPECT
TO THE ACCRUAL OF ORIGINAL ISSUE DISCOUNT ON THE TREASURY OBLIGATIONS
WILL NOT BE DISTRIBUTED CURRENTLY, ALTHOUGH UNIT HOLDERS WILL
BE SUBJECT TO FEDERAL INCOME TAX AT ORDINARY INCOME RATES AS IF
A DISTRIBUTION HAD OCCURRED. See "What is the Federal Tax Status
of Unit Holders?" Additionally, upon termination of the Trust,
the Trustee will distribute, upon surrender of Units for redemption,
to each Unit holder his or her pro rata share of the Trust's assets,
less expenses, in the manner set forth under "Rights of Unit Holders-How
are Income and Capital Distributed?"
Reinvestment. Each Unit holder will, unless he or she elects to
receive cash payments, have distributions of principal (including,
if elected by Unit holders, the proceeds received upon the maturity
of the Treasury Obligations in the Trust at termination), capital
gains, if any, and income earned by the Trust, automatically invested
in shares of the Fund (if Units are registered in the Unit holder's
state of residence) in the name of the Unit holder. Such distributions
(including, if elected by Unit holders, the proceeds received
upon the maturity of the Treasury Obligations in the Trust at
termination) will be reinvested without a sales charge to the
Unit Holder on each applicable distribution date. See "Rights
of Unit Holders-How Can Distributions to Unit Holders be Reinvested?"
Secondary Market for Units. After the initial offering period,
while under no obligation to do so, the Sponsor may maintain a
market for Units of the Trust and offer to resell such Units at
prices which are based on the aggregate bid side evaluation of
the Treasury Obligations and the aggregate net asset value of
the Fund shares in the Trust plus or minus a pro rata share of
cash, if any, in the Capital and Income Accounts of the Trust
plus a maximum sales charge of 5.5% (equivalent to 5.82% of the
net amount invested). If a secondary market is maintained during
the initial offering period, the prices at which Units will be
repurchased will be based upon the aggregate offering side evaluation
of the Treasury Obligations and the aggregate net asset value
of the Fund shares in the Trust. If a secondary market is not
maintained, a Unit holder may redeem Units through redemption
at prices based upon the aggregate bid price of the Treasury Obligations
plus the aggregate net asset value of the Fund shares in the Trust
plus or minus a pro rata share of cash, if any, in the Capital
and Income Accounts of the Trust. See "Rights of Unit Holders-How
May Units be Redeemed?"
Page 2
Risk Factors. An investment in the Trust should be made with an
understanding of the risks associated therewith, including, among
other factors, the possible deterioration of the general condition
of the stock market, volatile interest rates, economic recession,
currency exchange fluctuations, foreign withholding, and differences
between domestic and foreign legal, auditing, brokerage and economic
standards. The Trust is not actively managed and Equity Securities
will not be sold by the Trust to take advantage of market fluctuations
or changes in anticipated rates of appreciation. See "What are
the Fund's Investment Policies? - Risk Factors."
Page 3
Summary of Essential Information
As of the Close of Business on , 1994, the
Business Day Immediately Preceding the Initial
Date of Deposit of the Securities- , 1994
Sponsor: Nike Securities L.P.
Trustee: United States Trust Company of New York
Evaluator: First Trust Advisors L.P.
<TABLE>
<CAPTION>
General Information
<S> <C>
Aggregate Maturity Value of Treasury Obligations Initially Deposited $
Aggregate Number of Shares of the Oppenheimer Global Fund Initially
Deposited
Initial Number of Units
Fractional Undivided Interest in the Trust per Unit 1/
Public Offering Price per Unit
Aggregate Offering Price Evaluation of Securities in Portfolio (1) $
Aggregate Offering Price Evaluation of Securities per Unit $
Sales Charge 5.5% (5.82% of the net amount invested) $
Public Offering Price per Unit (2) $
Sponsor's Initial Repurchase Price per Unit $
Redemption Price per Unit (based on bid price evaluation of underlying
Treasury Obligations and net asset value of the Fund shares)
$ less than Public Offering Price per Unit;
$ less than Sponsor's Initial Repurchase Price per
Unit (3) $
</TABLE>
CUSIP Number
First Settlement Date
Treasury Obligations Maturity Date
Mandatory Termination Date
Trustee's Annual Fee $0.0085 per Unit outstanding.
Evaluator's Annual Fee $0.0020 per $10.00 principal amount
of Treasury Obligations. Evaluations
for purposes of sale, purchase
or redemption of Units are made as
of the close of regular trading
(generally 4:00 p.m., Eastern time)
on the New York Stock Exchange
("NYSE") on each day on which the
NYSE is open.
Supervisory Fee Maximum of $0.0015 per Unit
outstanding annually payable to
an affiliate of the Sponsor.
Record Date As soon as practicable after the
Fund's ex-dividend date.
Distribution Date As soon as practicable after the
Fund's distribution date.
[FN]
________________
(1) The shares of the Fund are valued at their net asset value.
The Treasury Obligations are valued at their aggregate offering
side evaluation.
(2) The Public Offering Price as shown reflects the value of
the Securities at the close of business on the business day prior
to the Initial Date of Deposit and establishes the original proportionate
relationship amongst the individual securities. No sales to investors
will be executed at this price. Additional Securities will be
deposited during the day of the Initial Date of Deposit which
will be valued as of 4:00 p.m. Eastern time and sold to investors
at a Public Offering Price per Unit based on this valuation.
(3) See "How May Units be Redeemed?"
Page 4
Oppenheimer Global Growth & Treasury Securities Trust,
Series 1
What is Oppenheimer Global Growth & Treasury Securities Trust?
The Oppenheimer Global Growth & Treasury Securities Trust, Series
1 is one of a series of investment companies created by the Sponsor
under the name of Oppenheimer Global Growth & Treasury Securities
Trust, all of which are generally similar but each of which is
separate and is designated by a different series number (the "Trust").
This series was created under the laws of the State of New York
pursuant to a Trust Agreement (the "Indenture"), dated the Initial
Date of Deposit, with Nike Securities L.P., as Sponsor, United
States Trust Company of New York, as Trustee, and First Trust
Advisors L.P., as Portfolio Supervisor and Evaluator.
On the Initial Date of Deposit, the Sponsor deposited with the
Trustee confirmations of contracts for the purchase of the Securities
in the Trust together with an irrevocable letter or letters of
credit of a financial institution in an amount at least equal
to the purchase price of such Securities. In exchange for the
deposit of Securities or contracts to purchase Securities in the
Trust, the Trustee delivered to the Sponsor documents evidencing
the entire ownership of the Trust.
The objective of the Trust is to protect Unit holders' capital
by investing a portion of the Trust's portfolio in "zero coupon"
U.S. Treasury bonds ("Treasury Obligations") and to provide for
potential capital appreciation by investing a portion of the Trust's
portfolio in shares of Oppenheimer Global Fund (the "Fund"). The
Fund is a mutual fund with the investment objective of capital
appreciation. Current income is not an objective. In seeking its
objective, the Fund will invest a substantial portion of its invested
assets in securities of foreign issuers, "growth-type" companies,
cyclical industries and special situations which are considered
to have appreciation possibilities. The Fund's techniques may
be considered speculative investment methods and increase risks
and costs to the Fund. See "What is Oppenheimer Global Fund? -
Risk Factors." In the Sponsor's opinion, the trend toward integration
and interdependence of certain of the world's economies as well
as the emergence of newly industrialized countries, with higher
standards of living and increasing consumer demands has translated
into more foreign investment opportunities. Foreign markets are
assuming a dominant role in the world economy. Over the past twenty
years, the major percentage of the world stock market capitalization
has shifted dramatically from the United States to foreign markets,
which now account for approximately 66% of the world's equities.
The Treasury Obligations evidence the right to receive a fixed
payment at a future date from the U.S. Government and are backed
by the full faith and credit of the U.S. Government. The guarantee
of the U.S. Government does not apply to the market value of the
Treasury Obligations or the Units of the Trust, whose net asset
value will fluctuate and, prior to maturity, may be more or less
than a Unit holder's acquisition cost. Collectively, the Treasury
Obligations and Fund shares in the Trust are referred to herein
as the "Securities." There is, of course, no guarantee that the
objective of the Trust will be achieved.
With the deposit of the Securities on the Initial Date of Deposit,
the Sponsor established a percentage relationship between the
principal amounts of Treasury Obligations and Fund shares in the
Trust's portfolio. From time to time following the Initial Date
of Deposit the Sponsor, pursuant to the Indenture, may deposit
additional Securities in the Trust and Units may be continuously
offered for sale to the public by means of this Prospectus, resulting
in a potential increase in the outstanding number of Units of
the Trust. Any additional Securities deposited in the Trust will
maintain, as nearly as is practicable, the original percentage
relationship between the Treasury Obligations and Fund shares
initially established for the Trust. Such deposits of additional
Securities will, therefore, be done in such a manner that the
maturity value of each Unit should always be an amount at least
equal to $10.00, plus the then current net asset value of the
Fund shares represented by each Unit. Any deposit by the Sponsor
of additional Securities will duplicate, as nearly as is practicable,
the original percentage relationship and not the actual percentage
relationship on the subsequent date of deposit, since the actual
percentage relationship may be different than the original percentage
Page 5
relationship. This difference may be due to the sale, redemption
or liquidation of any of the Securities deposited in the Trust
on the Initial, or any subsequent, Date of Deposit. See "How May
Securities be Removed from the Trust?" On a cost basis to the
Trust, the original percentage relationship on the Initial Date
of Deposit was approximately % Treasury Obligations
and % Fund shares. Since the prices of the Fund shares
and Treasury Obligations will fluctuate daily, the ratio, on a
market value basis, will also change daily. The maturity value
of the Treasury Obligations and the portion of the Fund shares
represented by each Unit will not change as a result of the deposit
of additional Securities in the Trust.
On the Initial Date of Deposit, each Unit of the Trust represented
the undivided fractional interest in the Securities deposited
in the Trust set forth under "Summary of Essential Information."
The Trust has been organized so that purchasers of Units should
receive, at the termination of the Trust, an amount per Unit at
least equal to $10.00 per Unit (which is equal to the per Unit
value upon maturity of the Treasury Obligations), even if the
Fund shares never paid a dividend and the value of the Fund shares
in the Trust were to decrease to zero, which the Sponsor considers
highly unlikely. Furthermore, the Sponsor will take such steps
in connection with the deposit of additional Securities in the
Trust as are necessary to maintain a maturity value of the Units
of the Trust at least equal to $10.00 per Unit. The receipt of
only $10.00 per Unit upon the termination of the Trust (an event
which the Sponsor believes is unlikely) represents a substantial
loss on a present value basis. At current interest rates, the
present value of receiving $10.00 per Unit as of the termination
of the Trust would be approximately $ per Unit (the present
value is indicated by the amount per Unit which is invested in
Treasury Obligations). Furthermore, the $10.00 per Unit in no
respect protects investors against diminution in the purchasing
power of their investment due to inflation (although expectations
concerning inflation are a component in determining prevailing
interest rates, which in turn determine present values). If inflation
were to occur at the rate of 5% per annum during the period ending
at the termination of the Trust, the present dollar value of $10.00
per Unit at the termination of the Trust would be approximately
$ per Unit. To the extent that Units of the Trust are
redeemed, the aggregate value of the Securities in the Trust will
be reduced and the undivided fractional interest represented by
each outstanding Unit of the Trust will increase. However, if
additional Units are issued by the Trust in connection with the
deposit of additional Securities by the Sponsor, the aggregate
value of the Securities in the Trust will be increased by amounts
allocable to additional Units, and the fractional undivided interest
represented by each Unit of the Trust will be decreased proportionately.
See "How May Units be Redeemed?" The Trust has a Mandatory Termination
Date as set forth herein under "Summary of Essential Information."
What are the Expenses and Charges?
At no cost to the Trust, the Sponsor has borne all the expenses
of creating and establishing the Trust, including the cost of
the initial preparation, printing and execution of the Indenture
for the Units, legal and accounting expenses, expenses of the
Trustee and other out-of-pocket expenses. The Sponsor will not
receive any fees in connection with its activities relating to
the Trust. However, First Trust Advisors L.P., an affiliate of
the Sponsor, will receive an annual supervisory fee, which is
not to exceed the amount set forth under "Summary of Essential
Information," for providing portfolio supervisory services for
the Trust. Such fee is based on the number of Units outstanding
in the Trust on January 1 of each year except during the year
or years in which an initial offering period occurs in which case
the fee for a month is based on the number of Units outstanding
at the end of such month. The fee may exceed the actual costs
of providing such supervisory services for the Trust, but at no
time will the total amount received for portfolio supervisory
services rendered to unit investment trusts of which Nike Securities
L.P. is the Sponsor in any calendar year exceed the aggregate
cost of First Trust Advisors L.P. of supplying such services in
such year.
Subsequent to the initial offering period, the Evaluator will
receive a fee as indicated in the "Summary of Essential Information."
No fee is paid to the Evaluator with respect to the Fund shares
in the Trust. The Trustee pays certain expenses of the Trust for
which it is reimbursed by the Trust. The Trustee will receive
for its ordinary recurring services to the Trust and for all normal
expenses of the Trustee incurred by or in connection with its
responsibilities under the Indenture, an annual fee computed at
$0.0085 per annum per Unit in the Trust outstanding based upon
the number of Units outstanding in the Trust on January 1 of each
year
Page 6
except during the year or years in which an initial offering period
occurs in which case the fee for a month is based on the number
of Units outstanding at the end of such month. For a discussion
of the services performed by the Trustee pursuant to its obligations
under the Indenture, reference is made to the material set forth
under "Rights of Unit Holders." Rule 12b-1 fees imposed on shares
of the Fund held in the Trust, are rebated to the Trust, deposited
in the Income Account and are used to pay expenses of the Trust.
The Trustee's and Evaluator's fees are payable from the Income
Account of the Trust to the extent funds are available and then
from the Capital Account of the Trust. Since the Trustee has the
use of the funds being held in the Capital and Income Accounts
for payment of expenses and redemptions and since such Accounts
are non-interest bearing to Unit holders, the Trustee benefits
thereby. Part of the Trustee's compensation for its services to
the Trust is expected to result from the use of these funds. Both
fees may be increased without approval of the Unit holders by
amounts not exceeding proportionate increases under the category
"All Services Less Rent of Shelter" in the Consumer Price Index
published by the United States Department of Labor.
The following additional charges are or may be incurred by the
Trust: all legal and annual auditing expenses of the Trustee incurred
by or in connection with its responsibilities under the Indenture;
the expenses and costs of any action undertaken by the Trustee
to protect the Trust and the rights and interests of the Unit
holders; fees of the Trustee for any extraordinary services performed
under the Indenture; indemnification of the Trustee for any loss,
liability or expense incurred by it without negligence, bad faith
or willful misconduct on its part, arising out of or in connection
with its acceptance or administration of the Trust; indemnification
of the Sponsor for any loss, liability or expense incurred without
gross negligence, bad faith or willful misconduct in acting as
depositor of the Trust; all taxes and other government charges
imposed upon the Securities or any part of the Trust (no such
taxes or charges are being levied or made or, to the knowledge
of the Sponsor, contemplated). The above expenses and the Trustee's
annual fee, when paid or owing to the Trustee, are secured by
a lien on the Trust. In addition, the Trustee is empowered to
sell Securities in the Trust in order to make funds available
to pay all these amounts if funds are not otherwise available
in the Income and Capital Accounts of the Trust except that the
Trustee shall not sell Treasury Obligations to pay Trust expenses.
Since the Fund shares consist primarily of common stock and the
income stream produced by dividends is unpredictable, the Sponsor
cannot provide any assurance that dividends will be sufficient
to meet any or all expenses of the Trust. As discussed above,
if dividends are insufficient to cover expenses, it is likely
that Fund shares will have to be sold to meet Trust expenses.
These sales may result in capital gains or losses to Unit holders.
See "What is the Federal Tax Status of Unit Holders?"
The Indenture requires the Trust to be audited on an annual basis
at the expense of the Trust by independent auditors selected by
the Sponsor. So long as the Sponsor is making a secondary market
for the Units, the Sponsor is required to bear the cost of such
annual audits to the extent such cost exceeds $0.005 per Unit.
Unit holders of the Trust covered by an audit may obtain a copy
of the audited financial statements upon request.
What is the Federal Tax Status of Unit Holders?
The following is a general discussion of certain of the Federal
income tax consequences of the purchase, ownership and disposition
of the Units. The summary is limited to investors who hold the
Units as "capital assets" (generally, property held for investment)
within the meaning of Section 1221 of the Internal Revenue Code
of 1986, as amended (the "Code"). Unit holders should consult
their tax advisers in determining the Federal, state, local and
any other tax consequences of the purchase, ownership and disposition
of Units in the Trust.
In the opinion of Chapman and Cutler, counsel for the Sponsor,
under existing law:
1. The Trust is not an association taxable as a corporation for
Federal income tax purposes; each Unit holder will be treated
as the owner of a pro rata portion of the assets of the Trust
under the Code; the income of the Trust will be treated as income
of the Unit holders thereof under the Code; and each Unit
Page 7
holder will be considered to have received his or her pro rata
share of income derived from each Trust asset when such income
is received by the Trust.
2. Each Unit holder will have a taxable event when the Trust
disposes of a Security (whether by sale, exchange, redemption,
or payment at maturity) or upon the sale or redemption of Units
by such Unit holder. The price a Unit holder pays for his or her
Units, including sales charges, is allocated among his or her
pro rata portion of each Security held by the Trust (in proportion
to the fair market values thereof on the date the Unit holder
purchases his or her Units) in order to determine his or her initial
cost for his or her pro rata portion of each Security held by
the Trust. The Treasury Obligations held by the Trust are treated
as stripped bonds and will in all likelihood be treated as bonds
issued at an original issue discount as of the date a Unit holder
purchases his or her Units. Because the Treasury Obligations represent
interests in "stripped" U.S. Treasury bonds, a Unit holder's initial
cost for his or her pro rata portion of each Treasury Obligation
held by the Trust shall be treated as its "purchase price" by
the Unit holder. Original issue discount is effectively treated
as interest for Federal income tax purposes and the amount of
original issue discount in this case is generally the difference
between the bond's purchase price and its stated redemption price
at maturity. A Unit holder will be required to include in gross
income for each taxable year the sum of his or her daily portions
of original issue discount attributable to the Treasury Obligations
held by the Trust as such original issue discount accrues and
will in general be subject to Federal income tax with respect
to the total amount of such original issue discount that accrues
for such year even though the income is not distributed to the
Unit holders during such year to the extent it is not less than
a "de minimis" amount as determined under a Temporary Regulation
issued on December 28, 1992 relating to stripped bonds. To the
extent the amount of such discount is less than the respective
"de minimis" amount, such discount shall be treated as zero. In
general, original issue discount accrues daily under a constant
interest rate method which takes into account the semi-annual
compounding of accrued interest. In the case of the Treasury Obligations,
this method will generally result in an increasing amount of income
to the Unit holders each year. Unit holders should consult their
tax advisers regarding the Federal income tax consequences and
accretion of original issue discount under the stripped bond rules.
3. A Unit holder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Securities held by the
Trust will generally be considered a capital gain except in the
case of a dealer or a financial institution and, in general, will
be long-term if the Unit holder has held his or her Units for
more than one year. A Unit holder's portion of loss, if any, upon
the sale or redemption of Units or the disposition of Securities
held by the Trust will generally be considered a capital loss
except in the case of a dealer or a financial institution and
will be long-term if the Unit holder has held his or her Units
for more than one year. Unit holders should consult their tax
advisers regarding the recognition of such capital gains and losses
for Federal income tax purposes.
4. The Code provides that "miscellaneous itemized deductions"
are allowable only to the extent that they exceed two percent
of an individual taxpayer's adjusted gross income. Miscellaneous
itemized deductions subject to this limitation under present law
include a Unit holder's pro rata share of expenses paid by the
Trust, including fees of the Trustee and the Evaluator but not
including expenses incurred by the Fund, the shares of which are
held by the Trust.
Because Unit holders are deemed to directly own a pro rata portion
of the Fund shares as discussed above, Unit holders are advised
to read the discussion of tax consequences for the Fund set forth
under "Who is the Management of Oppenheimer Global Fund?-Tax Status
of the Fund." Distributions declared by the Fund on the Fund shares
in October, November or December that are held by the Trust and
paid during the following January will be treated as having been
received by Unit holders on December 31 in the year such distributions
were declared. Long-term capital gains distributions on the Fund
shares are taxable to the Unit holders as long-term capital gains
regardless of how long a person has been a Unit holder. If a Unit
holder holds his or her Units for six months or less or if the
Trust holds shares of the Fund for six months or less,
Page 8
any loss incurred by a Unit holder related to the disposition
of the Fund shares will be treated as a long-term capital loss
to the extent of any long-term capital gains distributions received
(or deemed to have been received) with respect to such shares.
For taxpayers other than corporations, net capital gains are subject
to a maximum marginal tax rate of 28 percent.
The Revenue Reconciliation Act of 1993 (the "Tax Act") raised
tax rates on ordinary income while capital gains remain subject
to a 28% maximum stated rate. Because some or all capital gains
are taxed at a comparatively lower rate under the Tax Act, the
Tax Act includes a provision that recharacterizes capital gains
as ordinary income in the case of certain financial transactions
that are "conversion transactions" effective for transactions
entered into after April 30, 1993. Unit holders and prospective
investors should consult with their tax advisers regarding the
potential effect of this provision on their investment in Units.
The Fund may elect to pass through to its shareholders the foreign
income and similar taxes paid by the Fund in order to enable such
shareholders to take a credit (or deduction) for foreign income
taxes paid by the Fund. If such an election is made, Unit holders
of the Trust, because they are deemed to own a pro rata portion
of the Fund shares held by the Trust, as described above, must
include in their gross income, for Federal income tax purposes,
both their portion of dividends received by the Trust from the
Fund, and also their portion of the amount which the Fund deems
to be the Trust's portion of foreign income taxes paid with respect
to, or withheld from, dividends, interest or other income of the
Fund from its foreign investments. Unit holders may then subtract
from their Federal income tax the amount of such taxes withheld,
or else treat such foreign taxes as deductions from gross income;
however, as in the case of investors receiving income directly
from foreign sources, the above described tax credit or deduction
is subject to certain limitations. Unit holders should consult
their tax advisers regarding this election and its consequences
to them.
General. Each Unit holder will be requested to provide its taxpayer
identification number to the Trustee and to certify that the Unit
holder has not been notified that payments to the Unit holder
are subject to back-up withholding. If the proper taxpayer identification
number and appropriate certification are not provided when requested,
distributions by the Trust to such Unit holder (including amounts
received upon the redemption of Units) will be subject to back-up
withholding. Distributions by the Trust will generally be subject
to United States income taxation and withholding in the case of
Units held by non-resident alien individuals, foreign corporations
or other non-United States persons (accrual of original issue
discount on the Treasury Obligations may not be subject to Federal
taxation or withholding provided certain requirements are met).
Such persons should consult their tax advisers.
Unit holders will be notified annually of the amounts of original
issue discount, income and long-term capital gains distributions
includable in the Unit holder's gross income and the amount of
Trust expenses which may be claimed as itemized deductions.
Distributions of income, long-term capital gains and accrual of
original issue discount may also be subject to state and local
taxes. Foreign investors may be subject to different Federal income
tax consequences than those described above. Investors should
consult their tax advisers for specific information on the tax
consequences of particular types of distributions.
Unit holders desiring to purchase Units for tax-deferred plans
and IRAs should consult their broker for details on establishing
such accounts. Units may also be purchased by persons who already
have self-directed plans established. See "Why are Investments
in the Trust Suitable for Retirement Plans?"
In the opinion of Carter, Ledyard & Milburn, Special Counsel to
the Trust for New York tax matters, under the existing income
tax laws of the State of New York, the Trust is not an association
taxable as a corporation and the income of the Trust will be treated
as the income of the Unit holders thereof.
Why are Investments in the Trust Suitable for Retirement Plans?
Units of the Trust may be well suited for purchase by Individual
Retirement Accounts, pension funds and other tax-deferred retirement
plans. Generally, the Federal income tax relating to capital gains
and income received in each of the foregoing plans is deferred
until distributions are received. Distributions from such plans
are generally treated as ordinary income but may, in some cases,
be eligible for special averaging or tax-deferred rollover treatment.
Investors considering participation in any such plan should review
specific tax
Page 9
laws related thereto and should consult their attorneys or tax
advisers with respect to the establishment and maintenance of
any such plan. Such plans are offered by brokerage firms and other
financial institutions. Fees and charges with respect to such
plans may vary.
PORTFOLIO
What are Treasury Obligations?
The Treasury Obligations deposited in the Trust consist of U.S.
Treasury bonds which have been stripped of their unmatured interest
coupons. The Treasury Obligations evidence the right to receive
a fixed payment at a future date from the U.S. Government, and
are backed by the full faith and credit of the U.S. Government.
Treasury Obligations are purchased at a deep discount because
the buyer obtains only the right to a fixed payment at a fixed
date in the future and does not receive any periodic interest
payments. The effect of owning deep discount bonds which do not
make current interest payments (such as the Treasury Obligations)
is that a fixed yield is earned not only on the original investment
but also, in effect, on all earnings during the life of the
discount obligation. This implicit reinvestment of earnings at
the same rate eliminates the risk of being unable to reinvest
the income on such obligations at a rate as high as the implicit
yield on the discount obligation, but at the same time eliminates
the holder's ability to reinvest at higher rates in the future.
For this reason, the Treasury Obligations are subject to substantially
greater price fluctuations during periods of changing interest
rates than are securities of comparable quality which make regular
interest payments. The effect of being able to acquire the Treasury
Obligations at a lower price is to permit more of the Trust's
portfolio to be invested in shares of Special Situations.
What is Oppenheimer Global Fund?
The portfolio of the Trust also contains shares of Oppenheimer
Global Fund.
Oppenheimer Global Fund (the "Fund") is a mutual fund with the
investment objective of capital appreciation. Current income is
not an objective. In seeking its objective, the Fund will invest
a substantial portion of its invested assets in securities of
foreign issuers, "growth-type" companies, cyclical industries
and special situations which are considered to have appreciation
possibilities. THE FUND'S TECHNIQUES MAY BE CONSIDERED SPECULATIVE
INVESTMENT METHODS AND INCREASE RISKS AND COSTS TO THE FUND. See
"Special Investment Methods."
The Fund offers two classes of shares ("Class A" and "Class B")
which may be purchased at a price equal to their respective net
asset value per share, plus a sales charge. The Trust has purchased
Class A shares for deposit in the Trust and any reference to Fund
shares in this prospectus shall refer to Class A shares.
This Prospectus sets forth concisely information about the Fund
that a prospective investor should know before investing. A Statement
of Additional Information about the Fund (the "Additional Statement")
has been filed with the Securities and Exchange Commission ("SEC")
and is available without charge upon written request to Oppenheimer
Shareholder Services (the "Transfer Agent"), P.O. Box 5270, Denver,
Colorado 80217, or by calling the Transfer Agent at 1-800-525-7048.
The Additional Statement (which is incorporated in its entirety
by reference in this Prospectus) contains more detailed information
about the Fund and its management, including more complete information
as to certain risk factors.
Page 10
Fund Expenses
The following table sets forth the fees that an investor in the
Fund might pay and the expenses paid by the Fund during its fiscal
year ended September 30, 1993.
<TABLE>
<CAPTION>
Shareholder Transaction Expenses
Class A
Shares
_______
<S> <C>
Maximum Sales Charge on Purchases (as a percentage of offering price) { 5.75%
Sales Charge on Reinvested Dividends None
Maximum Contingent Deferred Sales Charge on Redemptions None
Redemption Fees None
Exchange Fee $5.00
</TABLE>
<TABLE>
<CAPTION>
Annual Fund Operating Expenses
(as a percentage of average net assets)
Class A
Shares
_______
<S> <C>
Management Fees 0.67%
12b-1 (Distribution and/or Service Plan) Fees {{ 0.10%
Other Expenses 0.41%
_____
Total Fund Operating Expenses 1.18%
</TABLE>
[FN]
_________________________________________________
{ There is no sales load payable upon the purchase of the Fund
shares deposited in the Trust. However, the maximum sales charge
on the Units, and therefore indirectly on the Fund shares is 5.5%
during the initial offering period and 5.5% in the secondary market.
{{ Effectively, there are no 12b-1 fees on Fund shares held in
the Trust. However, Unit holders who acquire shares of the Fund
through reinvestment of dividends or other distributions or through
reinvestment at the Trust's termination will begin to incur 12b-1
fees at such time as shares are acquired.
The purpose of this table is to assist an investor in understanding
the various costs and expenses that an investor in shares of the
Fund will bear directly (Shareholder Transaction Expenses) or
indirectly (Annual Fund Operating Expenses). The sales charge
rate shown for Class A shares is the current maximum rate applicable
to purchases of Class A shares of the Fund. "Other Expenses" includes
such expenses as custodial and transfer agent fees, audit, legal
and other business operating expenses, but excludes extraordinary
expenses. For further details, see "Purchase, Redemption and Pricing
of Shares-Dual Class Methodology" and the Fund's financial statements,
both included in the Additional Statement.
The following examples apply the above-stated expenses and the
current maximum sales charge to a hypothetical $1,000 investment
in shares of the Fund over the time period shown below, assuming
a 5% annual rate of return on the investment. The amounts shown
below are the cumulative costs of such hypothetical $1,000 investment
for the periods shown and, except as indicated in line 2, assumes
that the shares are redeemed at the end of each stated period.
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
______ _______ _______ ________
<S> <C> <C> <C> <C>
1. Class A Shares $69 $93 $119 $192
2. Class A Shares, assuming no redemption $69 $93 $119 $192
</TABLE>
These examples should not be considered a representation of past
or future expenses or performance. Expenses are subject to change
and actual performance and expenses may be less or greater than
those illustrated above.
Page 11
Financial Highlights
Selected data for a Class A share of the Fund outstanding throughout
each period
The information in the table below has been derived from financial
statements which are covered by another certified public accountant's
report appearing in the Additional Statement.
<TABLE>
<CAPTION>
Class A
__________________________________________________________________________
Year Ended September 30,
1993 1992 1991 1990 1989
__________________________________________________________________________________________________________________________
Per Share Operating Data:
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 30.03 $ 32.05 $ 27.63 $ 30.43 $ 22.94
__________ __________ __________ __________ _________
__________________________________________________________________________________________________________________________
Income (loss) from investment operations:
Net investment income 0.26 0.17 0.05 0.02 0.20
Net realized and unrealized gain (loss) on
investments and translation of assets
and liabilities in foreign currencies 4.99 (1.50) 6.14 0.29 9.11
__________ __________ __________ __________ _________
Total income (loss)
from investment operations 5.25 (1.33) 6.19 0.31 9.31
__________ __________ __________ __________ _________
__________________________________________________________________________________________________________________________
Dividends and distributions to shareholders:
Dividends from net investment income (0.12) (0.11) (0.08) (0.11) (0.09)
Distributions from net realized gains
on investments (0.12) (0.58) (1.69) (3.00) (1.73)
__________ __________ __________ __________ _________
Total dividends and distributions
to shareholders (0.24) (0.69) (1.77) (3.11) (1.82)
__________ __________ __________ __________ _________
__________________________________________________________________________________________________________________________
Net asset value, end of period $ 35.04 $ 30.03 $ 32.05 $ 27.63 $ 30.43
========== ========== ========== ========== =========
__________________________________________________________________________________________________________________________
Total return, at Net Asset Value* 17.67% (4.23)% 23.71% 0.79% 42.87%
__________________________________________________________________________________________________________________________
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $1,388,773 $1,214,615 $1,076,336 $719,893 $ 522,866
__________________________________________________________________________________________________________________________
Average net assets (in thousands) $1,213,098 $1,193,870 $ 898,592 $672,246 $ 445,819
__________________________________________________________________________________________________________________________
Number of shares outstanding at
end of period (in thousands) 39,632 40,441 33,585 26,056 17,183
__________________________________________________________________________________________________________________________
Amount of debt outstanding at
end of period (in thousands) $ - $ 60,000 $ 60,000 $ 60,000 $ 30,000
__________________________________________________________________________________________________________________________
Average amount of debt outstanding
throughout each period
(in thousands){ $ 18,247 $ 60,000 $ 60,000 $ 42,877 $ 30,000
__________________________________________________________________________________________________________________________
Average number of shares outstanding
throughout each period
(in thousands){{ 39,853 37,437 30,607 21,982 16,968
__________________________________________________________________________________________________________________________
Average amount of debt per share
outstanding throughout each period $ 0.46 $ 1.60 $ 1.96 $ 1.95 $ 1.77
__________________________________________________________________________________________________________________________
Ratios to average net assets:
Net investment income 0.84% 0.55% 0.22% 0.16% 0.73%
Expenses 1.18% 1.36% 1.65% 1.68% 1.90%
__________________________________________________________________________________________________________________________
Portfolio turnover rate** 86.9% 18.0% 19.9% 27.2% 62.6%
</TABLE>
<TABLE>
<CAPTION>
Class A
__________________________________________________________________________
Year Ended September 30,
1988 1987 1986 1985 1984
__________________________________________________________________________________________________________________________
Per Share Operating Data:
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 38.29 $ 28.88 $ 17.36 $ 16.47 $ 22.99
__________ __________ __________ __________ __________
__________________________________________________________________________________________________________________________
Income (loss) from investment operations:
Net investment income 0.04 0.05 0.12 0.14 0.07
Net realized and unrealized gain
(loss) on investments and
translation of assets and
liabilities in foreign currencies (9.70) 13.28 11.56 1.71 (3.96)
__________ __________ __________ __________ __________
Total income (loss)
from investment operations (9.66) 13.33 11.68 1.85 (3.89)
__________ __________ __________ __________ __________
__________________________________________________________________________________________________________________________
Dividends and distributions to shareholders:
Dividends from net investment income (0.07) (0.11) (0.10) (0.04) (.12)
Distributions from net realized gains
on investments (5.62) (3.81) (0.06) (0.92) (2.51)
__________ __________ __________ __________ __________
Total dividends and distributions
to shareholders (5.69) (3.92) (0.16) (0.96) (2.63)
__________ __________ __________ __________ __________
__________________________________________________________________________________________________________________________
Net asset value, end of period $ 22.94 $ 38.29 $ 28.88 $ 17.36 $ 16.47
========== ========== ========== ========== ==========
__________________________________________________________________________________________________________________________
Total return, at Net Asset Value* (25.17)% 52.65% 67.63% 12.00% (18.65)%
__________________________________________________________________________________________________________________________
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $ 371,438 $ 601,417 $ 372,243 $ 231,645 $ 245,706
__________________________________________________________________________________________________________________________
Average net assets (in thousands) $ 398,220 $ 473,418 $ 330,827 $ 225,843 $ 262,765
__________________________________________________________________________________________________________________________
Number of shares outstanding at
end of period (in thousands) 16,191 15,708 12,891 13,347 14,920
__________________________________________________________________________________________________________________________
Amount of debt outstanding at
end of period (in thousands) $ 30,000 $ 35,000 $ 22,000 $ 14,000 $ -
__________________________________________________________________________________________________________________________
Average amount of debt outstanding
throughout each period
(in thousands){ $ 31,052 $ 26,290 $ 19,058 $ 3,877 $ 8,765
__________________________________________________________________________________________________________________________
Average number of shares outstanding
throughout each period
(in thousands){{ 17,173 15,099 13,205 14,476 14,113
__________________________________________________________________________________________________________________________
Average amount of debt per share
outstanding throughout each period $ 1.81 $ 1.74 $ 1.44 $ 0.27 $ 0.62
__________________________________________________________________________________________________________________________
Ratios to average net assets:
Net investment income 0.15% 0.16% 0.47% 0.81% 0.35%
Expenses 1.89% 1.49% 1.60% 1.21% 1.48%
__________________________________________________________________________________________________________________________
Portfolio turnover rate** 25.2% 37.0% 25.2% 29.0% 50.3%
</TABLE>
[FN]
* Assumes a hypothetical initial investment on the business day
before the first day of the fiscal period, with all dividends
and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not
reflected in the total returns.
** The lesser of purchases or sales of portfolio securities for
a period, divided by the monthly average of the market value of
portfolio securities owned during the period. Securities with
a maturity or expiration date at the time of acquisition of one
year or less are excluded from the calculation. Purchases and
sales of investment securities (excluding short-term securities)
for the year ended September 30, 1993 were $1,030,091,557.
{ Based upon daily outstanding borrowings.
{{ Based upon month-end balances.
Page 12
What are the Fund's Investment Policies?
The Fund is an open-end, diversified management investment company
presently organized as a Massachusetts business trust. It was
initially organized as a Maryland corporation in 1969. In seeking
its objective of capital appreciation, the Fund emphasizes investment
in foreign and domestic securities considered by the Fund's investment
manager, Oppenheimer Management Corporation (the "Manager"), to
have appreciation possibilities, primarily common stocks or securities
having investment characteristics of common stocks (such as convertible
securities) of "growth-type" companies. As a matter of fundamental
policy, under normal market conditions, the Fund will invest its
total assets in securities of issuers traded in markets in at
least three different countries (which may include the United
States). The portfolio may also emphasize securities of cyclical
industries and "special situations" when the Manager believes
that they present opportunities for capital growth. The remainder
of the Fund's invested assets will be invested in securities for
liquidity purposes. The Fund's investment policies and practices
are not "fundamental" policies (as defined below) unless a particular
policy is identified as fundamental. The Board of Trustees of
the Fund (the "Board") may change non-fundamental policies without
shareholder approval.
The Fund currently emphasizes investment in "foreign securities"
(as defined below), because the Manager believes that certain
foreign securities may present investment opportunities. In the
Manager's opinion, investments in foreign securities offer potential
benefits not available from investing solely in securities of
domestic issuers, such as the opportunity to invest in foreign
issuers that appear to offer growth potential, or to invest in
foreign countries with economic policies or business cycles different
from those of the U.S. or foreign stock markets that do not move
in a manner parallel to U.S. markets, thereby reducing fluctuations
in portfolio value. "Foreign securities" include securities issued
by companies organized under the laws of countries other than
the United States that are traded on foreign securities exchanges
or foreign over-the-counter markets. Securities of foreign issuers
(i) represented by American Depository Receipts, (ii) traded in
the U.S. over-the-counter markets or (iii) listed on a U.S. securities
exchange are not considered "foreign securities" because they
are not subject to many of the special considerations and risks
(discussed below) that apply to investments in foreign securities
traded and held abroad. The Fund has no restrictions on the amount
of its assets that may be invested in securities of foreign issuers,
and thus the relative amount of such investments will change from
time to time. The Fund may purchase securities issued by issuers
in any country, developed or underdeveloped. As of September 30,
1993, approximately 82% of the Fund's net assets were invested
in foreign securities, and it is currently anticipated that the
Fund may continue to invest 80% or more of its total assets in
foreign securities. Risks of investing in foreign securities may
include foreign taxation, changes in currency rates or currency
blockage, currency exchange costs, and differences between domestic
and foreign legal, auditing, brokerage and economic standards.
When more than 50% of its assets are invested in foreign securities
at the end of any fiscal year, the Fund intends to elect the application
of Section 853 of the Internal Revenue Code of 1986, as amended
(the "Internal Revenue Code"), discussed in "Dividends, Distributions
and Taxes." Securities held abroad by foreign sub-custodians for
the Fund may be held only in those countries and by those sub-custodians
approved from time to time by the Board under applicable rules.
See "Investment Objective and Policies-Foreign Securities" in
the Additional Statement for further discussion as to the possible
rewards and risks of investing in foreign securities.
The Fund invests in securities of smaller, less well-known companies
as well as those of large, well-known companies (not generally
included in the definition of "growth-type" companies). Current
income is not a consideration in the selection of portfolio securities,
whether selected for appreciation possibilities or liquidity purposes.
The Fund is intended for investors seeking capital appreciation
over the long term and who are willing to assume greater risks
in the hope of achieving greater gains, and is not meant for investors
seeking assured income and conservation of capital. The Fund's
investment policies are speculative and involve substantial risks,
and no assurance can be given that the Fund's investment objective
will be met.
Page 13
In an uncertain market or economic environment when it would be
appropriate to maintain a defensive position, the Fund may invest
in debt securities, such as rated or unrated bonds and debentures,
cash equivalents and preferred stocks. It is expected that short-term
(i.e., those maturing in one year or less from the date of purchase)
debt securities will be emphasized for defensive or liquidity
purposes, since such securities usually may be disposed of quickly
at prices not involving significant losses. When circumstances
warrant, securities may be sold without regard to the length of
time held, although short-term trading may increase brokerage
costs borne by the Fund.
Risk Factors. The Fund may use the following special investment
methods when their use appears appropriate to the Manager. Since
certain of such investment methods are speculative, they may subject
an investment in the Fund to relatively greater risks and costs
than would be the case with an investment in a fund that does
not use such methods.
Special Situations. The Fund may invest in "special situations"
that the Manager believes may present opportunities for capital
growth. A "special situation" exists when a merger, reorganization,
or other unusual development is expected to occur which, in the
opinion of the Manager, may prompt an increase in the value of
an issuer's securities, regardless of general business conditions
or the movement of the market as a whole. There is a risk that
the price of the security may decline if the anticipated development
fails to occur.
Small, Unseasoned Companies. The Fund may invest in securities
of small, unseasoned companies as well as those of large, well-known
companies. In view of the limited liquidity and volatility of
price movements of the former, the Fund will not permit a substantial
portion of its assets to be invested in securities of companies
(including their predecessors) that have operated less than three
years. See "Investment Objective and Policies-Small, Unseasoned
Companies" in the Additional Statement for a further discussion
of the risks involved in such investments.
Restricted and Illiquid Securities. The Fund will not purchase
or otherwise acquire securities that may be illiquid by virtue
of the absence of a readily available market or because their
disposition would be subject to legal restrictions ("restricted
securities") if, as a result, more than 15% of its net assets
(taken at current value) would be invested in securities that
are illiquid (including repurchase agreements maturing in more
than seven days). This policy does not limit purchases of restricted
securities eligible for resale to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"), that are determined to be liquid by the
Board, or by the Manager under Board-approved guidelines. Such
guidelines take into account trading activity for such securities
and the availability of reliable pricing information, among other
factors. If there is a lack of trading interest in particular
Rule 144A securities, the Fund's holdings of those securities
may be illiquid. The Fund currently intends to invest no more
than 10% of its net assets in illiquid and restricted securities,
excluding securities eligible for resale pursuant to Rule 144A
under the Securities Act that are determined to be liquid by the
Board or by the Manager under Board-approved guidelines. If due
to changes in relative market values of the Fund's portfolio securities,
more than 15% of the Fund's assets consisted of illiquid securities,
the Manager would consider appropriate steps to protect the Fund's
flexibility. There may be undesirable delays in selling such securities
at prices representing their fair value. See "Investment Objective
and Policies-Restricted and Illiquid Securities" in the Additional
Statement for further details.
Warrants and Rights. The Fund may invest up to 5% of its total
assets in warrants and rights (other than those that have been
acquired in units or are attached to other securities). No more
than 2% of the Fund's total assets may be invested in warrants
that are not listed on either The New York Stock Exchange or The
American Stock Exchange. Warrants are options to purchase equity
securities at specified prices valid for a specific period of
time. Rights are similar to warrants, but normally have a short
duration and are distributed directly by the issuer to its shareholders.
For further details, see "Investment Objective and Policies-Warrants
and Rights" in the Additional Statement.
Repurchase Agreements. The Fund may acquire securities subject
to repurchase agreements to generate income for liquidity purposes
to meet anticipated redemptions, or pending the investment of
proceeds from sales of Fund shares or settlement of purchases
of portfolio investments. The Fund's repurchase agreements will
be fully collateralized. However, if the seller of the securities
fails to pay the agreed-upon
Page 14
repurchase price on the delivery date, the Fund's risks may include
the costs of disposing of the collateral for the agreement and
losses that might result from any delays in foreclosing on the
collateral. The Fund's investments in repurchase agreements maturing
in more than seven days are subject to the limitation described
above on illiquid or restricted securities. There is no limit
on the amount of the Fund's net assets that may be subject to
repurchase agreements maturing in seven days or less. See "Investment
Objective and Policies-Repurchase Agreements" in the Additional
Statement for more details.
Loans of Portfolio Securities. The Fund has entered into a Securities
Lending Agreement and Guaranty (the "Securities Lending Agreement")
with The Bank of New York pursuant to which portfolio securities
of the Fund may be loaned to brokers, dealers and other financial
institutions. The Securities Lending Agreement provides, among
other things, for the division of responsibility and income between
the Fund and The Bank of New York and that loans must be adequately
collateralized and may be made only in conformity with the Fund's
Securities Lending Guidelines. The value of the securities loaned
may not exceed 25% of the value of the Fund's total assets. The
Fund presently does not intend that the value of the securities
loaned in the current fiscal year will exceed 5% of the value
of the Fund's total assets. In connection with securities lending,
the Fund might experience risks of delay in receiving additional
collateral, risks of delay in the return of the loaned securities
or loss of rights in the collateral should the borrower fail financially
(although the Fund is the beneficiary of a guaranty provided by
The Bank of New York, under certain circumstances). See "Investment
Objectives and Policies-Loans of Portfolio Securities" in the
Additional Statement for further information.
Borrowing. From time to time, the Fund may increase its ownership
of securities by borrowing up to 10% of the value of its net assets
from banks on an unsecured basis and investing the borrowed funds
(on which the Fund will pay interest), subject to the 300% asset
coverage requirement of the Investment Company Act of 1940, as
amended (the "Investment Company Act"). Purchasing securities
with borrowed funds is a speculative investment method known as
leverage. There are risks associated with leveraging purchases
of portfolio securities by borrowing, including possible reduction
of income and increased fluctuation of net asset value per share.
The Fund may be subject to relatively greater risks and costs
than a fund that does not use leverage. For further discussion
of such risks and other details, see "Financial Highlights" above
and "Investment Objective and Policies-Borrowing" in the Additional
Statement.
Covered Call Options and Hedging. The Fund may write (i.e., sell)
covered call options to generate income for liquidity or defensive
reasons. For hedging purposes it may purchase certain put and
call options, Stock Index Futures (described below) and options
on Stock Index Futures and broadly-based stock indices and enter
into interest rate swap transactions, all of which are referred
to as "Hedging Instruments." In general, the Fund may use Hedging
Instruments (i) to attempt to protect against declines in the
market value of the Fund's portfolio securities or Stock Index
Futures, and thus protect the Fund's net asset value per share
against downward market trends, or (ii) to establish a position
in the equity securities markets as a temporary substitute for
purchasing particular equity securities. The Fund will not use
Hedging Instruments for speculation. The principal risks associated
with covered calls and hedging are described below and in greater
detail under "Investment Objective and Policies-Covered Calls
and Hedging" in the Additional Statement.
Writing Covered Call Options. The Fund may sell (i.e., write)
call options ("calls") if: (i) after any sale, not more than 25%
of the Fund's total assets are subject to calls; (ii) the calls
are listed on a domestic securities exchange or quoted on the
Automated Quotation System of the National Association of Securities
Dealers, Inc. ("NASDAQ"); and (iii) the calls are "covered," i.e.,
the Fund owns the securities or Futures subject to the call (or
other securities acceptable for applicable escrow arrangements)
while the call is outstanding.
Purchasing Puts and Calls. The Fund may purchase put options ("puts")
which relate to (i) securities held by it; (ii) Stock Index Futures
(whether or not it holds such Stock Index Futures in its portfolio);
or (iii) broadly-based stock indices. The Fund may not write puts
other than those it previously purchased. The Fund may purchase
calls as to securities, broadly-based stock indices or Stock Index
Futures, or to effect a "closing purchase transaction" to terminate
its obligation on a call it has previously written. A call or
put may be
Page 15
purchased only if, after such purchase, the value of all put and
call options held by the Fund would not exceed 5% of the Fund's
total assets.
Stock Index Futures. The Fund may buy and sell futures contracts
only if they relate to broadly-based stock indices ("Stock Index
Futures" or "Futures"). A stock index is "broadly-based" if it
includes stocks that are not limited to issuers in any particular
industry or group of industries. Stock Index Futures obligate
the seller to deliver (and the purchaser to take) cash to settle
the futures transaction, or to enter into an offsetting contract.
No physical delivery of the underlying stocks in the index is
made.
Foreign Currency Options. The Fund may purchase and write puts
and calls on foreign currencies that are traded on a securities
or commodities exchange or quoted by major recognized dealers
in such options, for the purpose of protecting against declines
in the dollar value of foreign securities and against increases
in the dollar cost of foreign securities to be acquired. If a
rise is anticipated in the dollar value of a foreign currency
in which securities to be acquired are denominated, the increased
cost of such securities may be partially offset by purchasing
calls or writing puts on that foreign currency. If a decline in
the dollar value of a foreign currency is anticipated, the decline
in value of portfolio securities denominated in that currency
may be partially offset by writing calls or purchasing puts on
that foreign currency. However, in the event of currency rate
fluctuations adverse to the Fund's position, it would lose the
premium it paid and transactions costs.
Forward Contracts. The Fund may enter into foreign currency exchange
contracts ("Forward Contracts"), which obligate the seller to
deliver and the purchaser to take a specific amount of foreign
currency at a specific future date for a fixed price. The Fund
may enter into a Forward Contract in order to "lock in" the U.S.
dollar price of a security denominated in a foreign currency which
it has purchased or sold but which has not yet settled, or to
protect against a possible loss resulting from an adverse change
in the relationship between the U.S. dollar and a foreign currency.
There is a risk that the use of Forward Contracts may reduce the
gain that would otherwise result from a change in the relationship
between the U.S. dollar and a foreign currency. Forward Contracts
include standardized foreign currency futures contracts which
are traded on exchanges and are subject to procedures and regulations
applicable to other Futures. The Fund may also enter into a Forward
Contract to sell a foreign currency denominated in a currency
other than that in which the underlying security is denominated.
This is done in the expectation that there is a greater correlation
between the foreign currency of the Forward Contract and the foreign
currency of the underlying investment than between the U.S. dollar
and the foreign currency of the underlying investment. This technique
is referred to as "cross hedging." The success of cross hedging
is dependent on many factors, including the ability of the Manager
to correctly identify and monitor the correlation between foreign
currencies and the U.S. dollar. To the extent that the correlation
is not identical, the Fund may experience losses or gains on both
the underlying security and the cross currency hedge. The Fund
will not speculate in foreign currency exchange. There is no limitation
as to the percentage of the Fund's assets that may be committed
to foreign currency exchange contracts. The Fund does not enter
into such Forward Contracts or maintain a net exposure in such
contracts to the extent that the Fund would be obligated to deliver
an amount of foreign currency in excess of the value of the Fund's
assets denominated in that currency, or enter into a "cross hedge"
unless it is denominated in a currency or currencies that the
Manager believes will have price movements that tend to correlate
closely with the currency in which the investment being hedged
is denominated. See "Investment Objective and Policies-Additional
Information about Hedging Instruments and Their Use-Tax Aspects
of Covered Calls and Hedging Instruments" in the Additional Statement
for a discussion of the tax treatment of Forward Contracts.
Interest Rate Swap Transactions. The Fund may enter into interest
rate swaps. In an interest rate swap, the Fund and another party
exchange their respective commitments to pay or receive interest
on a security (e.g., an exchange of floating rate payments for
fixed rate payments). The Fund will not use interest rate swaps
for leverage. Swap transactions will be entered into only as to
security positions held by the Fund. The Fund may not enter into
swap transactions with respect to more than 50% of its total assets.
The Fund will segregate liquid assets (e.g., cash, U.S. Government
securities or other appropriate high grade debt obligations) equal
to the net excess, if any, of its obligations over its entitlements
under the swap and will mark
Page 16
to market that amount daily. The interest rate risk of a swap
is that the Fund will incur a net payment obligation as a result
of movements in interest rates. The credit risk of a swap depends
on the counterparty's ability to perform. The value of the swap
may decline if the counterparty's creditworthiness deteriorates.
If the counterparty defaults, the Fund risks the loss of the net
amount of interest payments that it is contractually entitled
to receive. The Fund may be able to reduce or eliminate its exposure
to losses under swap agreements either by assigning them to another
party, or by entering into an offsetting swap agreement with the
same counterparty or another creditworthy counterparty. See "Investment
Objective and Policies-Covered Calls and Hedging" in the Additional
Statement for further details.
Risks of Options and Futures Trading. "Investment Objective and
Policies-Covered Calls and Hedging" in the Additional Statement
contains more information about options and Futures, Forward Contracts,
options on Futures contracts and foreign currencies, interest
swap transactions, asset segregation requirements for Forward
Contracts, the payment of premiums for options trades, and on
the tax effects, risks and possible benefits to the Fund from
options trading, and information as to the Fund's other limitations
(which are not fundamental policies) on investment in Futures
and options thereon. There are certain risks in writing calls.
If a call written by the Fund is exercised, the Fund forgoes any
profit from any increase in the market price above the call price
of the underlying investment on which the call was written. The
principal risks of Futures trading are: (a) possible imperfect
correlation between the prices of the Futures and the market value
of the debt securities in the Fund's portfolio; (b) possible lack
of a liquid secondary market for closing out a Futures position;
(c) the need for additional skills and techniques beyond those
required for normal portfolio management; and (d) losses on Futures
resulting from interest rate movements not anticipated by the
Manager.
Short Sales Against-the-Box. The Fund may not sell securities
short except in transactions referred to as "short sales against-the-box."
No more than 15% of the Fund's net assets will be held as collateral
for such short sales at any one time. See "Investment Objective
and Policies-Short Sales Against-the-Box" in the Additional Statement
for further details.
Investment Restrictions. The Fund has certain investment restrictions
that, together with its investment objective, are fundamental
policies changeable only by a vote of a "majority" (as defined
in the Investment Company Act) of the Fund's outstanding voting
securities. Under some of those restrictions, the Fund cannot:
(1) buy securities issued or guaranteed by any one issuer (except
the U.S. Government or any of its agencies or instrumentalities)
if with respect to 75% of its total assets, more than 5% of the
Fund's total assets would be invested in securities of that issuer,
or the Fund would then own more than 10% of that issuer's voting
securities; (2) concentrate investments in any particular industry;
therefore the Fund will not purchase the securities of companies
in any one industry if, thereafter, more than 25% of the value
of the Fund's assets would consist of securities of companies
in that industry; or (3) deviate from the percentage requirement
listed under "Borrowing," "Warrants and Rights" and "Short Sales
Against-the-Box." The percentage restrictions described above
and in the Additional Statement apply only at the time of investment
and require no action by the Fund as a result of subsequent changes
in value of the investment or size of the Fund. A supplementary
list of investment restrictions is contained in "Investment Restrictions"
in the Additional Statement.
Who is the Management of Oppenheimer Global Fund?
The Board has overall responsibility for the management of the
Fund under the laws of Massachusetts governing the responsibilities
of trustees of business trusts. Subject to the authority of the
Board, the Manager is responsible for the day-to-day management
of the Fund's business, supervises the investment operations of
the Fund and the composition of its portfolio and furnishes the
Fund advice and recommendations with respect to investments, investment
policies and the purchase and sale of securities pursuant to an
investment advisory agreement (the "Agreement") with the Fund.
Subject to the Agreement, the Manager may consider sales of shares
of the Fund and other investment companies managed by the Manager
or its affiliates as a factor in the selection of broker-dealers
for the Fund's portfolio transactions. Under the Agreement, the
Fund pays a management fee to the Manager at the
Page 17
following annual rates, which are higher than those paid by most
other investment companies: 0.75% of the first $200 million of
aggregate net assets; 0.72% of the next $200 million; 0.69% of
the next $200 million; 0.66% of the next $200 million; 0.60% of
the next $200 million; and 0.57% of aggregate net assets in excess
of $1.0 billion. "Investment Management Services" in the Additional
Statement contains more information about the Agreement, including
a more complete description of expense reimbursement arrangements,
exculpation provisions and brokerage practices of the Fund.
William B. Wilby, a Vice President of the Manager, serves as the
Portfolio Manager and a Vice President of the Fund and has been
primarily responsible for the day-to-day management of the Fund's
portfolio since December 1992. During the past five years, Mr.
Wilby has also served as an officer and portfolio manager for
other Oppenheimer funds, prior to which he was international investment
strategist at Brown Brothers, Harriman & Co. and a Managing Director
and Portfolio Manager at AIG Global Investors. For more information
about the Fund's other officers and Trustees, see "Trustees and
Officers" in the Additional Statement.
The Manager has operated as an investment adviser since April
30, 1959. The Manager and its affiliates currently advise U.S.
investment companies with assets aggregating over $25 billion
as of September 30, 1993, and having more than 1.8 million shareholder
accounts. The Manager is owned by Oppenheimer Acquisition Corp.,
a holding company owned in part by senior management of the Manager
and ultimately controlled by Massachusetts Mutual Life Insurance
Company, a mutual life insurance company which also advises pension
plans and investment companies.
Determination of Net Asset Value. The net asset value per share
of each class is determined as of 4:00 p.m. (all references to
time in this Prospectus mean New York time) each day the New York
Stock Exchange is open (a "regular business day") by dividing
the value of the Fund's net assets attributable to that class
by the number of shares of the class outstanding. The Board has
established procedures for valuing the Fund's securities. In general,
those valuations are based on market value, with special provisions
for: (i) securities not having readily-available market quotations;
(ii) short-term debt securities; and (iii) covered calls and Hedging
Instruments. Further details are in "Purchase, Redemption and
Pricing of Shares" in the Additional Statement. The net asset
values per share of Class A and Class B shares are expected to
be substantially the same; however, from time to time the net
asset value of each class may differ, due to differences in expenses
borne by each class, as described under "Purchase, Redemption
and Pricing of Shares-Dual Class Methodology" in the Additional
Statement.
Class A Service Plan. The Fund has adopted a service plan (the
"Class A Plan") pursuant to Rule 12b-1 of the Investment Company
Act under which the Fund will reimburse the Distributor quarterly
for a portion of its costs incurred in connection with the personal
service and maintenance of accounts that hold Class A shares.
The Distributor will use such fees received from the Fund in their
entirety: (i) to compensate brokers, dealers, banks and other
institutions ("Recipients") each quarter for providing personal
service and maintenance of accounts that hold Class A shares,
and (ii) to reimburse itself (to the extent authorized by the
Board) for its other expenditures under the Class A Plan and its
direct costs for personal service and maintenance of accounts.
For the fiscal year ended September 30, 1993 the Board has not
presently authorized any reimbursement to the Distributor under
(ii) above. The services to be provided under the Class A Plan
include, but are not limited to, the following: answering routine
inquiries from the Recipient's customers concerning the Fund,
providing such customers with information on their investment
in Class A shares, assisting in the establishment and maintenance
of accounts or sub-accounts in the Fund, making the Fund's investment
plans and dividend payment options available, and providing such
other information and customer liaison services and the maintenance
of accounts as the Distributor or the Fund may reasonably request.
The Distributor will be reimbursed only for quarterly payments
made to each Recipient at a rate not to exceed 0.0625% (0.25%
annually) of the average during the calendar quarter of the aggregate
net asset value of Class A shares of the Fund, computed as of
the close of each business day, held in accounts of the Recipient
or its customers; that rate may be reduced for such assets which
are attributable to sales prior to April 1, 1991.
Page 18
The Class A Plan has the effect of increasing annual expenses
of Class A shares of the Fund by up to 0.25% of the class's average
annual net assets from what its expenses would otherwise be. In
addition, the Manager and the Distributor may, under the Class
A Plan, from time to time from their own resources (which, as
to the Manager, may include profits derived from the advisory
fee it receives from the Fund) make similar payments to Recipients
for distribution and administrative services they perform. For
further details, see "Distribution and Service Plans" in the Additional
Statement.
THE RULE 12B-1 FEES IMPOSED ON SHARES HELD IN THE TRUST ARE REBATED
TO THE TRUST AND ARE USED TO REDUCE EXPENSES OF THE TRUST RESULTING
IN INCREASED DISTRIBUTIONS TO UNIT HOLDERS. UNIT HOLDERS WHO ACQUIRE
SHARES OF SPECIAL SITUATIONS THROUGH REINVESTMENT OF DIVIDENDS
OR OTHER DISTRIBUTIONS OR THROUGH REINVESTMENT AT THE TRUST'S
TERMINATION WILL BEGIN TO INCUR RULE 12B-1 FEES AT SUCH TIME AS
SHARES ARE ACQUIRED.
Dividends, Distributions and Taxes. This discussion relates solely
to Federal tax laws and is not exhaustive; a qualified tax adviser
should be consulted. The Fund's dividends and distributions may
also be subject to state and local taxation. See "Tax Aspects
of Covered Calls and Hedging Instruments" and "Tax Status of the
Fund's Dividends and Distributions" in the Additional Statement
for more information on the tax aspects of the Fund's investments
in Hedging Instruments and other tax matters.
Dividends and Distributions. The Fund intends to declare dividends
for Class A shares from net investment income, if any, on an annual
basis in December each year, on a date set by the Board. As current
income is not an objective of the Fund, the amount of dividends,
if any, will likely be small. In addition, distributions may be
made annually in December out of any net short-term or long-term
capital gains derived from the sale of securities, premiums from
expired calls written by the Fund, and net profits from hedging
transactions realized in the twelve months ending on October 31
of that year. The Fund may make a supplemental distribution of
capital gains and ordinary income following the end of its fiscal
year. A shareholder purchasing Fund shares immediately prior to
the declaration of a dividend or capital gain distribution will
receive a distribution subject to income tax, and the distribution
will have the effect of reducing the Fund's net asset value per
share by the amount of the distribution. Any long-term capital
gains distributions and any non-taxable return of capital will
be identified separately when tax information is distributed by
the Fund. There is no fixed dividend rate and there can be no
assurance as to the payment of any dividends or the realization
of any gains.
All dividends and capital gains distributions to Fund shareholders
are automatically reinvested in shares of the same class at net
asset value, as of a date selected by the Board, unless the shareholder
notifies the Transfer Agent in writing to pay dividends or capital
gains distributions in cash, or to reinvest them in another Eligible
Fund, as described in "Performance, Dividend and Tax Information"
in the Additional Statement. That request must be received prior
to the record date for a dividend to be effective as to that dividend.
Dividends and distributions to Fund shareholders may be automatically
transferred to a designated account at a financial institution.
See the Fund's prospectus for more details.
The amount of a class's distributions may vary from time to time
depending upon market conditions, the composition of the Fund's
portfolio, expenses borne by the Fund, or borne separately by
that class as described in "Purchase, Redemption and Pricing of
Shares-Dual Class Methodology" in the Additional Statement. Dividends
are calculated in the same manner, at the same time, and on the
same day for shares of each class. However, dividends on Class
B shares are expected to be lower than on Class A shares on a
pro rata basis as a result of the asset-based sales charge on
Class B shares, and such dividends also will differ in amount
as a consequence of any difference in the net asset value between
Class A and Class B shares.
Tax Status of the Fund's Dividends and Distributions. Dividends
paid by the Fund derived from net investment income or net short-term
capital gains are taxable to shareholders as ordinary income,
whether received in cash or reinvested. Long-term capital gains
distributions, if any, are taxable as long-term capital gains,
whether received in cash or reinvested and regardless of how long
Fund shares have been held. For information as to "backup" withholding
on dividends, see "How to Redeem Shares-General Information on
Redemptions" in the Fund's Prospectus.
Page 19
The Fund currently intends to invest more than 50% of its total
assets in securities of foreign issuers, and when its assets are
so invested at the end of any fiscal year in which it qualifies
as a "regulated investment company" under the Internal Revenue
Code, it may elect the application of Section 853 of the Internal
Revenue Code to permit shareholders to take a credit (or a deduction)
for foreign income taxes paid by the Fund. The Fund elected the
application of Section 853 in its fiscal year ended September
30, 1993. Such foreign tax credit or deduction is subject to certain
limitations under the Internal Revenue Code. See "Tax Status of
the Fund's Dividends and Distributions" in the Additional Statement
for further discussion of this provision.
Tax Status of the Fund. If the Fund qualifies as a "regulated
investment company" under the Internal Revenue Code, it will not
be liable for Federal income taxes on amounts paid by it as dividends
and distributions. The Fund so qualified during its last fiscal
year, and intends to qualify in current and future years, but
reserves the right not to do so. The Internal Revenue Code contains
a number of complex tests relating to qualification which the
Fund might not meet in any particular year. For example, if the
Fund derives 30% or more of its gross income from the sale of
securities held for less than three months, it may fail to qualify
(see "Tax Aspects of Covered Calls and Hedging Instruments" in
the Additional Statement). If it did not qualify, the Fund would
be treated for tax purposes as an ordinary corporation and receive
no tax deduction for dividends and distributions paid to shareholders.
Fund Performance Information
Total Return Information. From time to time, the "average annual
total return," "total return" and "total return at net asset value"
of an investment in each class of shares of the Fund may be advertised.
The "average annual total return" of each class for a particular
period is computed by determining the average annual compounded
rate of return over the period, using the initial amount invested
at the beginning of the period and the redeemable value of the
investment at the end of the period. The "total return" of each
class for a period is a cumulative rate of return of a hypothetical
investment over the entire period, also using the initial amount
invested and the redeemable value at the end of the period. The
initial amount invested assumes the payment of the Fund's current
maximum initial sales charge applicable to Class A shares. The
Fund may also quote a "total return at net asset value" of each
class which is total return calculated without considering either
initial sales charge. The redeemable value of the investment assumes
that all dividends and capital gains distributions have been reinvested
at net asset value without sales charge. The "average annual total
return," "total return" and "total return at net asset value"
indicate the investment results an investor would have experienced
over the stated period from changes in share price and reinvestment
of dividends and distributions. All such performance information
is based on historical earnings and is not intended to indicate
future performance. "Performance, Dividend and Tax Information"
in the Additional Statement contains more information about calculating
the Fund's returns and other performance information.
Management's Discussion of Performance. During the Fund's fiscal
year ended September 30, 1993, the Fund's foreign investments
reflected a shift by the Manager toward emerging growth markets
in Asia and Latin America, and a reduction in European investments.
During this time, the Manager diversified the Fund's U.S. investments
among a broad range of industries perceived to have growth opportunities.
During the past fiscal year, the performance of the securities
markets was impacted by a number of economic factors, which as
to the European markets included slow growth rates and currency
turmoil and as to the U.S. markets included a low interest rate
environment.
Page 20
Please refer to the APPENDIX following the last page of this document
for details on the chart included at this point.
The performance graph set forth above compares the Fund's total
return (i) over a ten-year period with respect to Class A shares
against the performance of the Morgan Stanley World Index, an
unmanaged index of issuers listed on the stock exchanges of 20
foreign countries and the United States and widely recognized
as a measure of global stock market performance. The Morgan Stanley
World Index includes a factor for the reinvestment of dividends
but does not reflect expenses or taxes. The Fund's return on Class
A shares reflects the deduction of the current maximum sales charge
of 5.75%, and includes reinvestment of all dividends and capital
gains distributions, but does not consider taxes.
Additional Information
Description of the Fund and its Shares. The Board is empowered
to issue full and fractional shares of one or more series and
classes of series. Shares of one series having two classes (Class
A and Class B) have been authorized, which constitute the shares
of beneficial interest described herein. As explained in this
Prospectus, each class has different dividends, distributions
and expenses, and may have different net asset values.
Each shareholder is entitled to one vote per share held (and a
fractional vote for a fractional share) on matters submitted to
his or her vote. Only shareholders of a particular class vote
on matters affecting only that class. On all other matters submitted
to a vote of the shareholders, the holders of separate classes
vote together as a single class. Shares do not have preemptive
or subscription or cumulative voting rights. The Trustees may
divide or combine the shares of a class into a greater or lesser
number of shares without thereby changing the proportionate beneficial
interest in the Fund. The Fund does not anticipate holding annual
Page 21
meetings. Under certain circumstances, shareholders of the Fund
have the right to remove a Trustee. Although the Fund's Declaration
of Trust states that when issued, shares are fully-paid and non-assessable,
shareholders may be held personally liable as "partners" for the
Fund's obligations; however, the risk of a shareholder incurring
any financial loss is limited to the relatively remote circumstances
in which the Fund is unable to meet its obligations. See "Additional
Information" in the Additional Statement for details.
The Custodian and the Transfer Agent. The Custodian of the assets
of the Fund is The Bank of New York. The Manager and its affiliates
presently have banking relationships with the Custodian. See "Additional
Information" in the Additional Statement for further information.
The Fund's cash balances in excess of $100,000 held by the Custodian
are not protected by Federal deposit insurance. Such uninsured
balances at times may be substantial.
The Transfer Agent, a division of the Manager, acts as transfer
agent and shareholder servicing agent on an at-cost basis for
the Fund and certain of the other open-end funds advised by the
Manager, and as transfer agent for unit investment trusts for
the accumulation of shares of one of such funds. Shareholders
should direct any inquiries to the Transfer Agent at the address
or toll-free phone number listed on the back cover of the Fund's
Prospectus.
What are Some Additional Considerations for Investors?
Investors should be aware of certain other considerations before
making a decision to invest in the Trust described herein.
The Sponsor has obtained an exemptive order of the Securities
and Exchange Commission ("SEC") to enable it to deposit Oppenheimer
Global Fund shares purchased for deposit in the Trust. Under the
terms of the exemptive order, the Sponsor has agreed to take certain
steps to ensure that investment in the Fund shares is equitable
to all parties and particularly that the interests of the Unit
holders are protected. The Fund has agreed to waive any sales
charge on shares sold to the Trust. Furthermore, First Trust Advisors
L.P. has agreed to waive its usual fee for acting as Evaluator
of the Trust's portfolio with respect to that portion of the portfolio
comprised of Fund shares, since information with respect to the
price of the Fund's shares is readily available to it. In addition,
the Indenture requires the Trustee to vote all shares of the Fund
held in the Trust in the same manner and ratio on all proposals
as the vote of owners of Fund shares not held by the Trust.
The value of the Fund's shares, like the value of the Treasury
Obligations, will fluctuate over the life of the Trust and may
be more or less than the price at which they were deposited in
the Trust. The Fund's shares may appreciate or depreciate in value
(or pay dividends or other distributions) depending on the full
range of economic and market influences affecting the securities
in which it is invested and the success of the Fund's Adviser
in anticipating or taking advantage of such opportunities as they
may occur. However, the Sponsor believes that, upon termination
of the Trust, even if the Fund shares deposited in the Trust are
worthless, an event which the Sponsor considers highly unlikely,
the Treasury Obligations will provide sufficient principal to
at least equal $10.00 per Unit (which is equal to the per Unit
value upon maturity of the Treasury Obligations) for those individuals
purchasing on the Initial Date of Deposit (or any other Date when
the value of the Units is $10.00 or less). This feature of the
Trust provides Unit holders with principal protection, although
they might forego any earnings on the amount invested. To the
extent that Units are purchased at a price less than $10.00 per
Unit, this feature may also provide a potential for capital appreciation.
Unless a Unit holder purchases Units of the Trust on the Initial
Date of Deposit (or another date when the value of the Units is
$10.00 or less), total distributions, including distributions
made upon termination of the Trust, may be less than the amount
paid for a Unit.
The Sponsor, Adviser, Underwriter, Fund and the Trustee shall
not be liable in any way for any default, failure or defect in
any Security. In the event of a notice that any Treasury Obligation
will not be delivered ("Failed Treasury Obligations") to the Trust,
the Sponsor is authorized under the Indenture to direct the Trustee
to acquire other Treasury Obligations ("Replacement Treasury Obligations").
Any Replacement Treasury Obligation deposited in the Trust will
have the same maturity value and, as closely as can be reasonably
acquired by the Sponsor, the same maturity date. The Replacement
Treasury Obligations must be
Page 22
purchased within 30 days after the deposit of the Failed Treasury
Obligations and the purchase price may not exceed the amount of
funds reserved for the purchase of the Failed Treasury Obligations.
If the right of limited substitution described in the preceding
paragraphs is not utilized to acquire Replacement Treasury Obligations
in the event of a failed contract, the Sponsor will refund the
sales charge attributable to such Failed Treasury Obligations
to all Unit holders of the Trust and the Trustee will distribute
the principal cash attributable to such Failed Treasury Obligations
not more than 120 days after the date on which the Trustee received
a notice from the Sponsor that a Replacement Treasury Obligation
would not be deposited in the Trust. In addition, Unit holders
should be aware that, at the time of receipt of such principal,
they may not be able to reinvest such proceeds in other securities
at a yield equal to or in excess of the yield which such proceeds
would have earned for Unit holders of the Trust.
The Indenture also authorizes the Sponsor to increase the size
of the Trust and the number of Units thereof by the deposit of
additional Securities in the Trust and the issuance of a corresponding
number of additional Units.
The Trust consists of the Securities listed under "Schedule of
Investments" (or contracts to purchase such Securities) as may
continue to be held from time to time in the Trust and any additional
Securities acquired and held by the Trust pursuant to the provisions
of the Indenture (including provisions with respect to deposits
into the Trust of Securities in connection with the issuance of
additional Units).
Once all of the Securities in the Trust are acquired, the Trustee
will have no power to vary the investments of the Trust, i.e.,
the Trustee will have no managerial power to take advantage of
market variations to improve a Unit holder's investment but may
dispose of Securities only under limited circumstances. See "How
May Securities be Removed from the Trust?" Of course, the portfolio
of the Fund will be changing as the Adviser attempts to achieve
the Fund's objective.
To the best of the Sponsor's knowledge, there is no litigation
pending as of the Initial Date of Deposit in respect of any Security
which might reasonably be expected to have a material adverse
effect on the Trust. At any time after the Initial Date of Deposit,
litigation may be instituted on a variety of grounds with respect
to the Securities. The Sponsor is unable to predict whether any
such litigation will be instituted, or if instituted, whether
such litigation might have a material adverse effect on the Trust.
PUBLIC OFFERING
How is the Public Offering Price Determined?
Units are offered at the Public Offering Price. During the initial
offering period, the Public Offering Price is based on the aggregate
of the offering side evaluation of the Treasury Obligations in
the Trust and the net asset value of the Fund shares in the Trust,
plus or minus cash, if any, in the Capital and Income Accounts
held or owned by the Trust, plus a sales charge of 5.5% (equivalent
to 5.82% of the net amount invested) divided by the amount of
Units of the Trust outstanding.
During the initial offering period, the Sponsor's Repurchase Price
is based on the aggregate of the offering side evaluation of the
Treasury Obligations and the net asset value of the Fund shares
in the Trust divided by the amount of Units of the Trust outstanding.
For secondary market sales after the completion of the initial
offering period, the Public Offering Price is based on the aggregate
bid side evaluation of the Treasury Obligations and the net asset
value of the Fund shares in the Trust, plus or minus cash, if
any, in the Capital and Income Accounts held or owned by the Trust,
plus a maximum sales charge of 5.5% of the Public Offering Price
(equivalent to 5.82% of the net amount invested) divided by the
number of outstanding Units of the Trust.
The minimum purchase in the Trust is $1,000. The applicable sales
charge is reduced by a discount as indicated below for volume
purchases:
Page 23
<TABLE>
<CAPTION>
Sales Charge
Primary and Secondary
_______________________________
Percent of Percent of
Offering Net Amount
Number of Units Price Invested
_______________ _________ __________
<S> <C> <C>
10,000 but less than 50,000 0.60% 0.6036%
50,000 but less than 100,000 1.30% 1.3171%
100,000 or more 2.10% 2.1450%
</TABLE>
Any such reduced sales charge shall be the responsibility of the
selling Underwriter or dealer. The reduced sales charge structure
will apply on all purchases of Units in the Trust by the same
person on any one day from any one underwriter or dealer. Additionally,
Units purchased in the name of the spouse of a purchaser or in
the name of a child of such purchaser under 21 years of age will
be deemed, for the purposes of calculating the applicable sales
charge, to be additional purchases by the purchaser. The reduced
sales charges will also be applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary
account. The purchaser must inform the Underwriter or dealer of
any such combined purchase prior to the sale in order to obtain
the indicated discount. With respect to the employees, officers
and directors (including their immediate families and trustees,
custodians or a fiduciary for the benefit of such person) of the
Sponsor, Underwriter and their subsidiaries, the sales charge
is reduced by 2.0% of the Public Offering Price for purchases
of Units during the initial and secondary offering periods.
Had the Units of the Trust been available for sale on the business
day immediately prior to the Initial Date of Deposit, the Public
Offering Price would have been as indicated in "Summary of Essential
Information." The Public Offering Price of Units on the date of
this prospectus or during the initial offering period may vary
from the amount stated under "Summary of Essential Information"
in accordance with fluctuations in the prices of the underlying
Securities. During the initial offering period, the aggregate
value of the Units of the Trust shall be determined (a) on the
basis of the offering prices of the Treasury Obligations and the
net asset value of the Fund shares therein plus or minus a pro
rata share of cash, if any, in the Capital and Income Accounts
of the Trust, (b) if offering prices are not available for the
Treasury Obligations, on the basis of offering prices for comparable
securities, (c) by determining the value of the Treasury Obligations
on the offer side of the market by appraisal, or (d) by any combination
of the above.
After the completion of the initial offering period, the secondary
market Public Offering Price will be equal to the bid price per
Unit of the Treasury Obligations and the net asset value of the
Fund shares therein plus or minus a pro rata share of cash, if
any, in the Capital and Income Accounts of the Trust plus the
applicable sales charge.
The offering price of the Treasury Obligations in the Trust may
be expected to be greater than the bid price of the Treasury Obligations
by less than 2%.
Although payment is normally made five business days following
the order for purchase, payment may be made prior thereto. Cash,
if any, made available to the Sponsor prior to the date of settlement
for the purchase of Units may be used in the Sponsor's business
and may be deemed to be a benefit to the Sponsor, subject to the
limitations of the Securities Exchange Act of 1934. Delivery of
Units so ordered will be made five business days following such
order or shortly thereafter. See "Rights of Unit Holders-How May
Units be Redeemed?" for information regarding the ability to redeem
Units ordered for purchase.
How are Units Distributed?
During the initial offering period (i) for Units issued on the
Initial Date of Deposit and (ii) for additional Units issued after
such date, as additional Securities are deposited by the Sponsor,
Units will be distributed to the public at the then current Public
Offering Price. The initial offering period may be up to approximately
360 days. During such period, the Sponsor intends to deposit additional
Securities in the Trust and create additional Units. Units reacquired
by the Sponsor or the Underwriter during the initial offering
period (at prices based upon the aggregate offering price of the
Treasury Obligations and the aggregate net asset value
Page 24
of the Fund shares plus or minus a pro rata share of cash, if
any, in the Capital and Income Accounts of the Trust) may be resold
at the then current Public Offering Price. Upon the termination
of the initial offering period, unsold Units created or reacquired
during the initial offering period will be sold or resold at the
then current Public Offering Price.
Upon completion of the initial offering, Units repurchased in
the secondary market (see "Will There be a Secondary Market?")
may be offered by this prospectus at the secondary market public
offering price determined in the manner described above.
It is the intention of the Sponsor to qualify Units of the Trust
for sale in a number of states. Sales in the primary market will
be made to dealers and others at prices which represent a concession
or agency commission of 3.6% of the Public Offering Price. For
secondary market transactions, a dealer will receive from the
Sponsor a dealer concession of 65% of the total sales charge for
Units sold by such dealers. Volume concessions or agency commissions
of an additional 0.40% of the Public Offering Price will be given
to any broker/dealer or bank, who purchase from the Sponsor at
least $100,000 on the Initial Date of Deposit or $250,000 on any
day thereafter. The Sponsor reserves the right to change the amount
of the concession or agency commission from time to time. Certain
commercial banks are making Units of the Trust 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 indicated above. Under the Glass-Steagall Act, banks
are prohibited from underwriting Trust Units; however, the Glass-Steagall
Act does permit certain agency transactions and the banking regulators
have not indicated that these particular agency transactions are
not permitted under such Act. In Texas and in certain other states,
any banks making Units available must be registered as broker/dealers
under state law.
Underwriters, dealers and others who, in a single month, purchase
from the Sponsor Units of any Series of The First Trust GNMA,
The First Trust of Insured Municipal Bonds, The First Trust Combined
Series, The First Trust Special Situations Trust, Templeton Growth
and Treasury Trust, Templeton Foreign Fund & U.S. Treasury Securities
Trust, The Advantage Growth and Treasury Securities Trust or any
other unit investment trust of which Nike Securities L.P. is the
Sponsor (the "UIT Units"), which sale of UIT Units are in the
following aggregate dollar amounts, will receive additional concessions
from the Sponsor as indicated in the following table:
<TABLE>
<CAPTION>
Aggregate Monthly Amount Additional Concession
of UIT Units Sold (per $1,000 sold)
________________________ _____________________
<S> <C>
$ 1,000,000 - $2,499,999 $0.50
$ 2,500,000 - $4,999,999 $1.00
$ 5,000,000 - $7,499,999 $1.50
$ 7,500,000 - $9,999,999 $2.00
$10,000,000 or more $2.50
</TABLE>
Aggregate Monthly Dollar Amount of UIT Units Sold is based on
settled trades for a month (including sales of UIT Units to the
Sponsor in the secondary market which are resold), net of redemptions.
From time to time the Sponsor may implement programs under which
dealers of the Trust may receive nominal awards from the Sponsor
for each of their registered representatives who have sold a minimum
number of UIT Units during a specified time period. In addition,
at various times the Sponsor may implement other programs under
which the sales force of a dealer may be eligible to win other
nominal awards for certain sales efforts, or under which the Sponsor
will reallow to any such dealer that sponsors sales contests or
recognition programs conforming to criteria established by the
Sponsor, or participates in sales programs sponsored by the Sponsor,
an amount not exceeding the total applicable sales charges on
the sales generated by such person at the public offering price
during such programs. Also, the Sponsor in its discretion may
from time to time pursuant to objective criteria established by
the Sponsor pay fees to qualifying dealers for certain services
or activities which are primarily intended to result in sales
of Units of the Trust. Such payments are made by the Sponsor out
of its own assets, and not out of the assets of the Trust.
Page 25
These programs will not change the price Unit holders pay for
their Units or the amount that the Trust will receive from the
Units sold.
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 Trusts sponsored
by Nike Securities L.P. with returns on other taxable investments
such as corporate or U.S. Government bonds, bank CDs 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 CDs 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.
Trust performance may be compared to performance on the same basis
(with distributions reinvested) of the Dow Jones Industrial Average,
the S&P 500 Composite Price Stock Index, or performance data from
Lipper Analytical Services, Inc. and Morningstar Publications,
Inc. or from publications such as Money Magazine, The New York
Times, U.S. News and World Report, Business Week, Forbes Magazine
or Fortune Magazine. As with other performance data, performance
comparisons should not be considered representative of the Trust's
relative performance for any future period.
What are the Sponsor's Profits?
The Sponsor of the Trust will receive a gross sales commission
equal to 5.5% of the Public Offering Price of the Units (equivalent
to 5.82% of the net amount invested), less any reduced sales charge
for quantity purchases as described under "Public Offering-How
is the Public Offering Price Determined?" See "Public Offering-How
are Units Distributed?" for information regarding the receipt
of the excess gross sales commissions by the Sponsor from the
Underwriter and additional concessions available to the dealers
and others. In addition, the Sponsor may be considered to have
realized a profit or sustained a loss, as the case may be, in
the amount of any difference between the cost of the Treasury
Obligations to the Trust (which is based on the Evaluator's determination
of the aggregate offering price of the underlying Treasury Obligations
of such Trust on the Initial Date of Deposit) and the cost of
such Treasury Obligations to the Sponsor. See Note (2) of "Schedule
of Investments." During the initial offering period, the Underwriter
may also realize profits or sustain losses as a result of fluctuations
after the Date of Deposit in the Public Offering Price received
by the dealers and others upon the sale of Units.
The Sponsor will deposit all shares of the Fund at net asset value,
i.e., without a sales charge, and so will not receive any profit
from the deposit of Fund shares.
In maintaining a market for the Units, the Sponsor will also realize
profits or sustain losses in the amount of any difference between
the price at which Units are purchased and the price at which
Units are resold (which price includes a sales charge of 5.5%)
or redeemed. The secondary market public offering price of Units
may be greater or less than the cost of such Units to the Sponsor.
Will There be a Secondary Market?
After the initial offering period, although not obligated to do
so, the Sponsor and the Underwriter intend to maintain a market
for the Units and continuously to offer to purchase Units at prices,
subject to change at any time, based upon the aggregate bid price
of the Treasury Obligations in the portfolio of the Trust and
the net asset value of the Fund shares in the Trust plus or minus
cash, if any, in the Capital and Income Accounts of the Trust.
All expenses incurred in maintaining a secondary market, other
than the fees of the Evaluator, the supervisory and audit expenses
and the costs of the Trustee in transferring and recording the
ownership of Units, will be borne by the Sponsor. If the supply
of Units exceeds demand, or for some other business reason, the
Sponsor may discontinue purchases of Units at such prices. IF
A UNIT HOLDER WISHES TO DISPOSE OF HIS OR HER UNITS, HE OR SHE
SHOULD INQUIRE OF THE SPONSOR AS TO CURRENT MARKET PRICES PRIOR
TO MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE.
Page 26
RIGHTS OF UNIT HOLDERS
How is Evidence of Ownership Issued and Transferred?
The Trustee is authorized to treat as the record owner of Units
that person or entity who is registered as such owner on the books
of the Trustee. Unit holders will hold their Units in uncertificated
form. The Trustee will maintain an account for each such Unit
holder and will credit each such account with the number of Units
purchased by that Unit holder. Within two business days of the
issuance or transfer of Units held in uncertificated form, the
Trustee will send to the registered owner of Units a written initial
transaction statement containing a description of the Trust; the
number of Units issued or transferred; the name, address and taxpayer
identification number, if any, of the new registered owner; a
notation of any liens and restrictions of the issuer and any adverse
claims to which such Units are or may be subject or a statement
that there are no such liens, restrictions or adverse claims;
and the date the transfer was registered. Uncertificated Units
are transferable by surrender to the Trustee accompanied by a
written instrument or instruments of transfer. Units to be redeemed
must be accompanied by a written instrument or instruments of
transfer. A Unit holder must sign exactly as his or her name appears
on the books of the Trustee with the signature guaranteed by a
participant in the Securities Transfer Agents Medallion Program
("STAMP") or such other signature program in addition to, or in
substitution for, STAMP, as may be accepted by 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. Record ownership may occur before settlement.
How are Income and Capital Distributed?
The Trustee will distribute any net income (other than accreted
interest) received with respect to any of the Securities in the
Trust on or about the Distribution Dates to Unit holders of record
on the preceding Record Date. See "Summary of Essential Information."
Proceeds received from rebated Rule 12b-1 fees or on the sale
of any Securities in the Trust, to the extent not used to meet
redemptions of Units or pay expenses, will be distributed at least
annually on each Distribution Date to Unit holders of record on
the preceding Record Date. Income with respect to the original
issue discount on the Treasury Obligations in the Trust, will
not be distributed currently, although Unit holders will be subject
to Federal income tax as if a distribution had occurred. See "What
is the Federal Tax Status of Unit Holders?"
The Record Date and Distribution Date were established so as to
occur shortly after the record date and the payment dates of the
Fund. The Fund normally pays dividends on its net investment income
annually. Net realized capital gains, if any, will be distributed
at least annually.
Within a reasonable time after the Trust is terminated, each Unit
holder will, upon surrender of his or her Units for redemption,
receive: (i) the number of shares of the Fund attributable to
his or her Units, which will be distributed "in kind" directly
to his or her account, rather than redeemed, (ii) a pro rata share
of the amounts realized upon the disposition of the Treasury Obligations
and (iii) a pro rata share of any other assets of the Trust, less
expenses of the Trust, subject to the limitation that Treasury
Obligations may not be sold to pay for Trust expenses. Not less
than 60 days prior to the termination of the Trust, Unit holders
will be offered the option of having the proceeds from the disposition
of the Treasury Obligations in the Trust invested on the date
such proceeds become available to the Trust, in additional shares
of the Fund at net asset value. Such shares will not be subject
to a sales charge or a contingent deferred sales load but such
shares will incur Rule 12b-1 fees as do all other shares held
directly by investors in the Fund. Unless a Unit holder indicates
that he or she wishes to reinvest such amounts, they will be paid
in cash, as indicated above. A Unit holder may, of course, at
any time after the Fund shares are distributed to his or her account,
instruct the Fund to redeem all or a portion of the shares in
his or her account. Shares of the Fund, as more fully described
in its prospectus, will be redeemed at the then current net asset
value. If within 180 days after the termination of the Trust a
registered owner of Units has not surrendered the Units, the Trustee
shall liquidate the shares of the Fund held for such Unit holder
and hold the funds to which such Unit holder is entitled until
such Units are surrendered.
Page 27
The Trustee will credit to the Income Account of the Trust any
dividends, distributions or rebated Rule 12b-1 fees received on
the Fund shares therein. All other receipts (e.g., return of principal,
capital gains, etc.) are credited to the Capital Account of the
Trust.
The Trustee may establish reserves (the "Reserve Account") within
the Trust for state and local taxes, if any, and any governmental
charges payable out of the Trust.
How Can Distributions to Unit Holders be Reinvested?
Each Unit holder of the Trust will have distributions of principal,
capital gains, if any, or income automatically invested in Fund
shares (if Units are properly registered in the name of the Unit
holder) deposited at such share's net asset value next computed,
unless he or she indicates at the time of purchase, or subsequently
notifies the Trustee in writing, that he or she wishes to receive
cash payments. Shares of the Fund obtained through reinvestment
will not be subject to a sales charge, although such shares will
incur Rule 12b-1 fees as do all other shares held directly by
investors in the Fund. Reinvestment by the Trust in Fund shares
will normally be made as of the distribution date of the Trust
after the Trustee deducts therefrom the expenses of the Trust.
Additional information with respect to the investment objective
and policies of the Fund is contained in its Additional Statement,
which can be obtained from the Underwriter.
Unit holders who are receiving distributions in cash may elect
to participate in the automatic reinvestment feature by filing
with the Trustee an election to have such distributions reinvested
without a sales charge. Such election must be received by the
Trustee at least ten days prior to the Record Date applicable
to any distribution in order to be in effect for such Record Date.
Any such election shall remain in effect until a subsequent notice
is received by the Trustee.
Exchange Privilege. Shares of the Fund held in a Unit holder's
reinvestment account and of the Eligible Funds listed in "Right
of Accumulation" in the Fund's Prospectus may be exchanged at
net asset value per share at the time of exchange, without sales
charge, if all of the following conditions are met: (1) shares
of the fund selected for exchange are available for sale in the
shareholder's state of residence; (2) the respective prospectuses
of the funds the shares of which are to be exchanged and acquired
offer the Exchange Privilege to the investor; (3) newly-purchased
(by initial or subsequent investment) shares are held in an account
for at least seven days and all other shares at least one day
prior to the exchange; and (4) the aggregate net asset value of
shares surrendered for exchange is at least equal to the minimum
investment requirements of the fund the shares of which are to
be acquired. See "Exchange Privilege" in the Fund's prospectus
for additional information regarding the exchange procedure. THE
EXCHANGE PRIVILEGE DOES NOT APPLY TO OPPENHEIMER GLOBAL FUND SHARES
IN THE TRUST'S PORTFOLIO, ONLY TO A UNIT HOLDER'S REINVESTMENT
ACCOUNT.
General Information on Exchanges. Shares to be exchanged are redeemed
on the regular business day the Transfer Agent receives an exchange
request in proper form (the "Redemption Date"). Normally, shares
of the fund to be acquired are purchased on the Redemption Date,
but such purchases may be delayed by either fund up to five business
days, if it determines that it would be disadvantaged by an immediate
transfer of the redemption proceeds. The Fund in its discretion
reserves the right to refuse any exchange requests that will disadvantage
it, for example, if the receipt of multiple exchange requests
from a dealer might require the disposition of securities at a
time or a price disadvantageous to the Fund.
The Eligible Funds have different investment objectives and policies.
For complete information, including sales charges and expenses,
a prospectus of the fund into which the exchange is being made
should be read prior to an exchange. A $5 service charge will
be deducted from the account to which the exchange is made to
help defray administrative costs. That charge is waived for telephone
exchanges made by PhoneLink between existing accounts. Dealers
or brokers who process exchange orders on behalf of their customers
may charge for their services. Those charges may be avoided by
requesting the Fund directly to exchange shares. For Federal tax
purposes, an exchange is treated as a redemption and purchase
of shares. See "How to Redeem Shares-Reinvestment Privilege" in
the Fund's prospectus for a discussion
Page 28
of certain tax effects of exchanges. No sales commissions are
paid by the Distributor on exchanges of shares (unless a front-end
sales charge is assessed on the exchange).
Pursuant to telephone exchange agreements with the Distributor,
certain dealers, brokers and investment advisors may exchange
their client's Fund shares by telephone, subject to the terms
of the agreements and the Distributor's right to reject or suspend
such telephone exchanges at any time. Because of the restrictions
and procedures under those agreements, such exchanges may be subject
to timing limitations and other restrictions that do not apply
to exchanges requested by shareholders directly, as described
above.
What Reports Will Unit Holders Receive?
The Trustee shall furnish Unit holders in connection with each
distribution a statement of the amount of income, if any, and
the amount of other receipts, if any, which are being distributed,
expressed in each case as a dollar amount per Unit. Within a reasonable
time after the end of each calendar year, the Trustee will furnish
to each person who at any time during the calendar year was a
Unit holder of the Trust the following information in reasonable
detail: (1) a summary of transactions in the Trust for such year;
(2) any Securities sold during the year and the Securities held
at the end of such year by the Trust; (3) the redemption price
per Unit based upon a computation thereof on the 31st day of December
of such year (or the last business day prior thereto); and (4)
amounts of income and capital gains distributed during such year.
How May Units be Redeemed?
A Unit holder may redeem all or a portion of his or her Units
by tender to the Trustee at its corporate trust office in the
City of New York of a request for redemption, duly endorsed or
accompanied by proper instruments of transfer with signature guaranteed
as explained above, and payment of applicable governmental charges,
if any. No redemption fee will be charged. On the seventh calendar
day following such tender, or if the seventh calendar day is not
a business day, on the first business day prior thereto, the Unit
holder will be entitled to receive in cash an amount for each
Unit equal to the redemption price per Unit next computed after
receipt by the Trustee of such tender of Units. The day of tender
is deemed to be the date on which Units are received by the Trustee,
except that as regards Units received after 4:00 p.m. Eastern
time, the date of tender is the next day on which the NYSE is
open for trading and such Units will be deemed to have been tendered
to the Trustee on such day for redemption at the redemption price
computed on that day. Units so redeemed shall be cancelled.
Any amounts paid on redemption representing income shall be withdrawn
from the Income Account of the Trust to the extent that funds
are available for such purpose. All other amounts paid on redemption
shall be withdrawn from the Capital Account of the Trust.
The Trustee is empowered to sell Securities of the Trust in order
to make funds available for redemption. To the extent that Securities
are sold, the size and diversity of the Trust will be reduced.
Such sales may be required at a time when Securities would not
otherwise be sold and might result in lower prices than might
otherwise be realized. Shares of the Fund will be sold to meet
redemptions of Units before Treasury Obligations, although Treasury
Obligations may be sold if the Trust is assured of retaining a
sufficient principal amount of Treasury Obligations to provide
funds upon maturity of the Trust at least equal to $10.00 per
Unit.
The redemption price per Unit (as well as the secondary market
Public Offering Price) will be determined on the basis of the
bid price of the Treasury Obligations and the net asset value
of the Fund shares in the Trust, plus or minus cash, if any, in
the Capital and Income Accounts of the Trust, while the Public
Offering Price per Unit during the initial offering period will
be determined on the basis of the offering price of such Treasury
Obligations, as of the close of trading on the NYSE on the date
any such determination is made and the net asset value of the
Fund shares in the Trust, plus or minus cash, if any, in the Capital
and Income Accounts. On the Initial Date of Deposit, the Public
Offering Price per Unit (which is based on the offering prices
of the Treasury Obligations and the net asset value of the Fund
shares and includes the sales charge) exceeded the Unit value
at which Units could have been redeemed (based upon the current
bid prices of the Treasury Obligations and the net asset value
of the Fund shares in the Trust) by the
Page 29
amount shown under "Summary of Essential Information." The Redemption
Price per Unit is the pro rata share of each Unit determined by
the Trustee by adding: (1) the cash on hand in the Trust other
than cash deposited in the Trust to purchase Securities not applied
to the purchase of such Securities; (2) the aggregate value of
the Securities (including "when issued" contracts, if any) held
in the Trust, as determined by the Evaluator on the basis of bid
prices of the Treasury Obligations and the net asset value of
the Fund shares next computed; and (3) dividends or other distributions
receivable on Fund shares trading ex-dividend as of the date of
computation and amounts accrued, if any, for rebated Rule 12b-1
fees; and deducting therefrom: (1) amounts representing any applicable
taxes or governmental charges payable out of the Trust; (2) an
amount representing estimated accrued expenses of the Trust, including
but not limited to fees and expenses of the Trustee (including
legal and auditing fees), the Evaluator, the Supervisor and counsel
fees, if any; (3) cash held for distribution to Unit holders of
record of the Trust as of the business day prior to the evaluation
being made; and (4) other liabilities incurred by the Trust; and
finally dividing the results of such computation by the number
of Units of the Trust outstanding as of the date thereof.
The right of redemption may be suspended and payment postponed
for any period during which the NYSE is closed (other than for
customary weekend and holiday closings) or during which the SEC
determines that trading on the NYSE is restricted or any emergency
exists, as a result of which disposal or evaluation of the Securities
is not reasonably practicable, or for such other periods as the
SEC may by order permit. Under certain extreme circumstances,
the Sponsor may apply to the SEC for an order permitting a full
or partial suspension of the right of Unit holders to redeem their
Units. The Trustee is not liable to any person in any way for
any loss or damage which may result from any such suspension or
postponement.
How May Units be Purchased by the Sponsor?
The Trustee shall 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 per Unit, it may purchase
such Units by notifying the Trustee before 1:00 p.m. Eastern time
on the same business day and by making payment therefor to the
Unit holder not later than the day on which the Units would otherwise
have been redeemed by the Trustee. Units held by the Sponsor may
be tendered to the Trustee for redemption as any other Units.
In the event the Sponsor does not purchase Units, the Trustee
may sell Units tendered for redemption in the over-the-counter
market, if any, as long as the amount to be received by the Unit
holder is equal to the amount he or she would have received on
redemption of the Units.
The offering price of any Units acquired by the Sponsor will be
in accord with the Public Offering Price described in the then
effective prospectus describing such Units. Any profit or loss
resulting from the resale or redemption of such Units will belong
to the Sponsor.
How May Securities be Removed from the Trust?
The portfolio of the Trust is not "managed" by the Sponsor or
the Trustee; their activities described herein are governed solely
by the provisions of the Indenture. The Indenture provides that
the Sponsor may (but need not) direct the Trustee to dispose of
a Security in the unlikely event that an issuer of a Security
defaults in the payment of dividends or interest or there exist
certain other materially adverse conditions described in the Indenture.
The Trustee may also sell Securities designated by the Sponsor,
or if not so directed, in its own discretion, for the purpose
of redeeming Units of the Trust tendered for redemption and the
payment of expenses; provided, however, that in the case of Securities
sold to meet redemption requests, Treasury Obligations may only
be sold if the Trust is assured of retaining a sufficient principal
amount of Treasury Obligations to provide funds upon maturity
of the Trust at least equal to $10.00 per Unit. Treasury Obligations
may not be sold to meet Trust expenses.
INFORMATION AS TO SPONSOR, TRUSTEE AND EVALUATOR
Who is the Sponsor?
Nike Securities L.P., the Sponsor, specializes in the underwriting,
trading and distribution of unit investment trusts and other securities.
Nike Securities L.P., an Illinois limited partnership formed in
1991, acts
Page 30
as Sponsor for successive series of The First Trust Combined Series,
The First Trust Special Situations Trust, The First Trust Insured
Corporate Trust, The First Trust of Insured Municipal Bonds and
The First Trust GNMA. First Trust introduced the first insured
unit investment trust in 1974 and to date more than $8 billion
in First Trust unit investment trusts have been deposited. The
Sponsor's employees include a team of professionals with many
years of experience in the unit investment trust industry. The
Sponsor is a member of the National Association of Securities
Dealers, Inc. and Securities Investor Protection Corporation and
has its principal offices at 1001 Warrenville Road, Lisle, Illinois
60532; telephone number (708) 241-4141. As of December 31, 1993,
the total partners' capital of Nike Securities L.P. was $12,743,032
(audited). (This paragraph relates only to the Sponsor and not
to the Trust or to any series thereof or to any other Underwriter.
The information is included herein only for the purpose of informing
investors as to the financial responsibility of the Sponsor and
its ability to carry out its contractual obligations. More detailed
financial information will be made available by the Sponsor upon
request.)
Who is the Trustee?
The Trustee is United States Trust Company of New York with its
principal place of business at 45 Wall Street, New York, New York
10005 and its unit investment trust offices at 770 Broadway, New
York, New York 10003. Unit holders who have questions regarding
the Trusts, may call the Customer Service Help Line at 1-800-682-7520.
The Trustee is a member of the New York Clearing House Association
and is subject to supervision and examination by the Comptroller
of the Currency, the Federal Deposit Insurance Corporation and
the Board of Governors of the Federal Reserve System.
The Trustee, whose duties are ministerial in nature, has not participated
in the selection of the Securities. For information relating to
the responsibilities of the Trustee under the Indenture, reference
is made to the material set forth under "Rights of Unit Holders."
The Trustee and any successor Trustee may resign by executing
an instrument in writing and filing the same with the Sponsor
and mailing a copy of a notice of resignation to all Unit holders.
Upon receipt of such notice, the Sponsor is obligated to appoint
a successor Trustee promptly. If the Trustee becomes incapable
of acting or becomes bankrupt or its affairs are taken over by
public authorities, the Sponsor may remove the Trustee and appoint
a successor as provided in the Indenture. If upon resignation
of the Trustee no successor 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.
The resignation or removal of the Trustee becomes effective only
when the successor Trustee accepts its appointment as such or
when a court of competent jurisdiction appoints a successor Trustee.
Any corporation into which the 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. The Trustee must be a banking corporation
organized under the laws of the United States or any State and
having at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
Limitations on Liabilities of Sponsor and Trustee
The Sponsor and the Trustee shall be under no liability to Unit
holders for taking any action or for refraining from taking any
action in good faith pursuant to the Indenture, or for errors
in judgment, but shall be liable only for their own willful misfeasance,
bad faith, gross negligence (ordinary negligence in the case of
the Trustee) or reckless disregard of their obligations and duties.
The Trustee shall not be liable for depreciation or loss incurred
by reason of the sale by the Trustee of any of the Securities.
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 Securities or upon the
interest thereon or upon it as Trustee under the Indenture or
upon or in respect of the Trust which the Trustee may be required
to pay under any present or future law of the United States of
America or of any other taxing authority having jurisdiction.
In addition, the Indenture contains other customary provisions
limiting the liability of the Trustee.
Page 31
If the Sponsor shall fail to perform any of its duties under the
Indenture or become incapable of acting or become bankrupt or
its affairs are taken over by public authorities, then the Trustee
may (a) appoint a successor Sponsor at rates of compensation deemed
by the Trustee to be reasonable and not exceeding amounts prescribed
by the SEC, or (b) terminate the Indenture and liquidate the Trust
as provided herein, or (c) continue to act as Trustee without
terminating the Indenture.
Who is the Evaluator?
The Evaluator is First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 and an affiliate of the Sponsor. The
Evaluator's address is 1001 Warrenville Road, Lisle, Illinois
60532. The Evaluator may resign or may be removed by the Sponsor
and the Trustee, in which event the Sponsor and the Trustee are
to use their best efforts to appoint a satisfactory successor.
Such resignation or removal shall become effective upon the acceptance
of appointment by the successor Evaluator. If upon resignation
of the Evaluator no successor has accepted appointment within
30 days after notice of resignation, the Evaluator may apply to
a court of competent jurisdiction for the appointment of a successor.
The Trustee, Sponsor and Unit holders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for
the accuracy thereof. Determinations by the Evaluator under the
Indenture shall be made in good faith upon the basis of the best
information available to it, provided, however, that the Evaluator
shall be under no liability to the Trustee, Sponsor or Unit holders
for errors in judgment. This provision shall not protect the Evaluator
in any case of willful misfeasance, bad faith, gross negligence
or reckless disregard of its obligations and duties.
OTHER INFORMATION
How May the Indenture Be Amended or Terminated?
The Sponsor and the Trustee have the power to amend the Indenture
without the consent of any of the Unit holders when such an amendment
is (1) to cure any ambiguity or to correct or supplement any provision
of the Indenture which may be defective or inconsistent with any
other provision contained therein, or (2) to make such other provisions
as shall not adversely affect the interest of the Unit holders
(as determined in good faith by the Sponsor and the Trustee).
The Indenture provides that the Trust shall terminate upon the
maturity, redemption or other disposition of the last of the Treasury
Obligations held in the Trust but in no event beyond the Mandatory
Termination Date indicated herein under "Summary of Essential
Information." The Trust may be liquidated at any time by consent
of 100% of the Unit holders of the Trust or by the Trustee in
the event that Units of the Trust not yet sold aggregating more
than 60% of the Units of the Trust are tendered for redemption
by the Underwriter, including the Sponsor. If the Trust is liquidated
because of the redemption of unsold Units of the Trust by the
Underwriter, the Sponsor will refund to each purchaser of Units
of the Trust the entire sales charge paid by such purchaser. In
the event of termination, written notice thereof will be sent
by the Trustee to all Unit holders of the Trust. Within a reasonable
period after termination, the Trustee will follow the procedures
set forth under "How are Income and Principal Distributed?"
Legal Opinions
The legality of the Units offered hereby and certain matters relating
to Federal tax law have been passed upon by Chapman and Cutler,
111 West Monroe Street, Chicago, Illinois 60603, as counsel for
the Sponsor. Carter, Ledyard & Milburn will act as counsel for
the Trustee and as special New York tax counsel for the Trust.
Experts
The statement of net assets, including the Schedule of Investments,
of the Trust at the opening of business on the Initial Date of
Deposit appearing in this Prospectus and Registration Statement
has been audited by Ernst & Young, independent auditors, as set
forth in their report thereon appearing elsewhere herein and in
the Registration Statement, and is included in reliance upon such
report given upon the authority of such firm as experts in accounting
and auditing.
Page 32
REPORT OF INDEPENDENT AUDITORS
The Sponsor, Nike Securities L.P., and Unit Holders
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
We have audited the accompanying statement of net assets, including
the schedule of investments, of Oppenheimer Global Growth & Treasury
Securities Trust, Series 1 as of the opening of business on
, 1994. This statement of net assets is the
responsibility of the Trust's Sponsor. Our responsibility is to
express an opinion on this statement of net assets based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the statement
of net assets is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of net assets. Our procedures included
confirmation of the letter of credit held by the Trustee and deposited
in the Trust at the opening of business on
, 1994. An audit also includes assessing the accounting principles
used and significant estimates made by the Sponsor, as well as
evaluating the overall presentation of the statement of net assets.
We believe that our audit of the statement of net assets provides
a reasonable basis for our opinion.
In our opinion, the statement of net assets referred to above
presents fairly, in all material respects, the financial position
of Oppenheimer Global Growth & Treasury Securities Trust, Series
1 at the opening of business on , 1994, in
conformity with generally accepted accounting principles.
ERNST & YOUNG
Chicago, Illinois
, 1994
Page 33
Statement of Net Assets
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
At the Opening of Business on , 1994
the Initial Date of Deposit
<TABLE>
<CAPTION>
NET ASSETS
<S> <C>
Investment in Securities represented by purchase contracts (1) (2) $
==========
Units outstanding
==========
</TABLE>
<TABLE>
<CAPTION>
ANALYSIS OF NET ASSETS
<S> <C>
Cost to investors (3) $
Less sales charge (3)
__________
Net assets $
==========
</TABLE>
[FN]
NOTES TO STATEMENT OF NET ASSETS
(1) The aggregate cost of the Securities listed under "Schedule
of Investments" is based on the offering side evaluations of the
Treasury Obligations and the net asset value of the Special Situations
shares.
(2) An irrevocable letter of credit totaling $ ,
issued by Bankers Trust Company, has been deposited with the
Trustee which is sufficient for the purchase of the Securities
pursuant to contracts for the purchase of such Securities.
(3) The aggregate cost to investors includes a sales charge computed
at the rate of % of the Public Offering Price (equivalent
to % of the net amount invested), assuming no reduction
of sales charge for quantity purchases.
Page 34
Schedule of Investments
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
At the Opening of Business on , 1994
the Initial Date of Deposit
<TABLE>
<CAPTION>
PORTFOLIO
Percentage of Cost of
Maturity Aggregate Securities
Value Name of Issuer and Title of Security (1) Offering Price to Trust (2)
________ ________________________________________ ______________ ____________
<C> <S> <C> <C>
"Zero Coupon" U.S. Treasury bonds
$ maturing on % $
Number of
Shares
_________
Oppenheimer Global Fund %
________ ________
Total Investments 100% $
======== ========
</TABLE>
[FN]
_________________________________________________
(1) The Treasury Obligations have been purchased at a discount
from their par value because there is no stated interest income
thereon (such securities are often referred to as U.S. Treasury
zero coupon bonds). Over the life of the Treasury Obligations
the value increases, so that upon maturity the holders will receive
100% of the principal amount thereof.
Shares of Oppenheimer Global Fund (the "Fund") have been valued
at their net asset value as of the opening of business on the
Initial Date of Deposit.
All Securities are represented by regular way contracts to purchase
such Securities for the performance of which an irrevocable letter
of credit has been deposited with the Trustee. The contracts to
purchase the Securities were entered into by the Sponsor on
and , 1994.
(2) The cost of the Securities to the Trust represents the offering
side evaluation as determined by First Trust Advisors L.P., the
Evaluator, (an affiliate of the Sponsor) with respect to the Treasury
Obligations and the net asset value with respect to the Fund shares
acquired. The offering side evaluation of the Treasury Obligations
is greater than the bid side evaluation of such Treasury Obligations
which is the basis on which the Redemption Price per Unit will
be determined after the initial offering period. The aggregate
value, based on the bid side evaluation of the Treasury Obligations
and the net asset value of the Fund shares on the Initial Date
of Deposit, was $ . Cost and profit to the Sponsor relating
to the purchase of the Treasury Obligations were $ and
$ , respectively. Cost and profit to the Sponsor relating
to the Fund shares were $ and $, respectively.
Page 35
<TABLE>
<CAPTION>
CONTENTS:
<S> <C>
Summary of Essential Information 4
Oppenheimer Global Growth & Treasury Securities Trust, Series 1
What is Oppenheimer Global Growth & Treasury
Securities Trust? 5
What are the Expenses and Charges? 6
What is the Federal Tax Status of Unit Holders? 7
Why are Investments in the Trust Suitable for
Retirement Plans? 9
Portfolio:
What are Treasury Obligations? 10
What is Oppenheimer Global Fund? 10
Fund Expenses 10
What are the Fund's Investment Policies? 13
Risk Factors 14
Who is the Management of Oppenheimer
Global Fund? 17
Fund Performance Information 20
Additional Information 21
What are Some Additional Considerations
for Investors? 22
Public Offering:
How is the Public Offering Price Determined? 23
How are Units Distributed? 24
What are the Sponsor's Profits? 26
Will There be a Secondary Market? 26
Rights of Unit Holders:
How is Evidence of Ownership Issued
and Transferred? 27
How are Income and Capital Distributed? 27
How Can Distributions to Unit Holders
be Reinvested? 28
What Reports Will Unit Holders Receive? 29
How May Units be Redeemed? 29
How May Units be Purchased by the Sponsor? 30
How May Securities be Removed from the Trust? 30
Information as to Sponsor, Trustee and Evaluator:
Who is the Sponsor? 30
Who is the Trustee? 31
Limitations on Liabilities of Sponsor and Trustee 31
Who is the Evaluator? 32
Other Information:
How May the Indenture Be Amended
or Terminated? 32
Legal Opinions 32
Experts 32
Report of Independent Auditors 33
Statement of Net Assets 34
Schedule of Investments 35
</TABLE>
_______________
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION
TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET
FORTH IN THE REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO,
WHICH THE TRUST HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT
COMPANY ACT OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.
FIRST TRUST (registered trademark)
Oppenheimer Global Growth & Treasury Securities Trust
Series 1
First Trust (registered trademark)
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-708-241-4141
Trustee:
United States Trust Company
of New York
770 Broadway
New York, New York 10003
1-800-682-7520
PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE
, 1994
Page 36
-APPENDIX-
The graph which appears on page 21 of the prospectus represents
a comparison between a $10,000 investment made on September 30,
1983 in Class A shares of Oppenheimer Global Fund and the Morgan
Stanley World Index. The chart indicates that $10,000 invested
on September 30, 1983 in Class A shares of Oppenheimer Global
Fund would be worth $32,992 as of September 30, 1993 as opposed
to $42,831 had the $10,000 been invested in the Morgan Stanley
World Index.
CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
Nike Securities L.P. is covered by a Brokers'
Fidelity Bond, in the total amount of $1,000,000,
the insurer being National Union Fire Insurance
Company of Pittsburgh.
B. This Registration Statement on Form S-6 comprises the
following papers and documents:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
Exhibits
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant, Oppenheimer Global Growth & Treasury
Securities Trust, Series 1 has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Lisle and State
of Illinois on August 2, 1994
OPPENHEIMER GLOBAL GROWTH &
TREASURY SECURITIES TRUST,
SERIES 1
By: NIKE SECURITIES L.P.
Depositor
By Carlos E. Nardo
Senior Vice President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by
the following person in the capacity and on the date
indicated:
NAME TITLE* DATE
Robert D. Van Kampen Sole Director of )
Nike Securities )
Corporation, the ) August 2, 1994
General Partner of )
Nike Securities L.P. )
)
)
) Carlos E. Nardo
) Attorney-in-Fact**
* The title of the person named herein represents his
capacity in and relationship to Nike Securities L.P.,
the Depositor.
** An executed copy of the related power of attorney was
filed with the Securities and Exchange Commission in
connection with the Registration Statement on Form S-6
of The First Trust Special Situations Trust, Series 18
(File No. 33-42683) and the same is hereby incorporated
herein in this reference.
S-2
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in
the Prospectus included in this Registration Statement will
be contained in their respective opinions to be filed as
Exhibits 3.1, 3.2, 3.3 and 3.4 of the Registration
Statement.
CONSENT OF INDEPENDENT AUDITORS
The consent of Ernst & Young to the use of its Report
and to the reference to such firm in the Prospectus included
in this Registration Statement will be filed by amendment.
CONSENT OF SECURITIES EVALUATION SERVICE, INC.
The consent of Securities Evaluation Service, Inc. to
the use of its name in the Prospectus included in the
Registration Statement will be filed by amendment.
S-3
EXHIBIT INDEX
1.1.* Form of Standard Terms and Conditions of Trust for
Oppenheimer Global Growth & Treasury Securities
Trust, Series 1 and subsequent Series effective
__________________ among Nike Securities L.P., as
Depositor, United States Trust Company of New York
as Trustee, Securities Evaluation Service, Inc.,
as Evaluator, and First Trust Advisors L.P. as
Portfolio Supervisor.
1.1.1* Form of Trust Agreement for Series 1 among Nike
Securities L.P., as Depositor, United States Trust
Company of New York, as Trustee, Securities
Evaluation Service, Inc., as Evaluator, and First
Trust Advisors L.P., as Portfolio Supervisor.
1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683]
filed on behalf of The First Trust Special
Situations Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership
Agreement of Nike Securities L.P. (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
1.4 Copy of Articles of Incorporation of Nike
Securities Corporation, the general partner of
Nike Securities L.P., Depositor (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
1.5 Copy of By-Laws of Nike Securities Corporation,
the general partner of Nike Securities L.P.,
Depositor (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations
Trust, Series 18).
1.6* Underwriter Agreement.
2.1 Copy of Certificate of Ownership (included in
Exhibit 1.1 filed herewith on page 2 and
incorporated herein by reference).
3.1* Opinion of counsel as to legality of securities
being registered.
S-4
3.2* Opinion of counsel as to Federal income tax status
of securities being registered.
3.3* Opinion of counsel as to New York income tax
status of securities being registered.
3.4* Opinion of counsel as to advancement of funds by
Trustee.
4.1.* Consent of Securities Evaluation Service, Inc.
6.1 List of Directors and Officers of Depositor and
other related information (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
7.1 Power of Attorney executed by the Director listed
on page S-3 of this Registration Statement
(incorporated by reference to Amendment No. 1 to
Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series
18).
__________________
_ To be filed by amendment.
S-5
