File No. 33-54849
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-6
For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
(Exact Name of Trust)
NIKE SECURITIES L.P.
(Exact Name of Depositor)
1001 Warrenville Road
Lisle, Illinois 60532
(Complete address of Depositor's principal executive offices)
NIKE SECURITIES L.P. CHAPMAN AND CUTLER
Attn: James A. Bowen Attn: Eric F. Fess
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603
(Name and complete address of agents for service)
It is proposed that this filing will become effective (check
appropriate box)
: : immediately upon filing pursuant to paragraph (b)
: x : December 29, 2000
: : 60 days after filing pursuant to paragraph (a)
: : on (date) pursuant to paragraph (a) of rule (485 or 486)
<PAGE>
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
494,444 Units
PROSPECTUS
Part One
Dated December 27, 2000
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two.
The Trust
The Oppenheimer Global Growth & Treasury Securities Trust (the "Trust") is a
unit investment trust consisting of a portfolio of "zero coupon" U.S. Treasury
bonds (Treasury Obligations) and shares of Oppenheimer Global Fund, Inc.
("Oppenheimer"). Oppenheimer is an open-end diversified management investment
company, commonly known as a mutual fund. At November 16, 2000, each Unit
represented a 1/494,444 undivided interest in the principal and net income of
the Trust (see "The Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit is equal to the aggregate value of the
Securities in the Portfolio of the Trust, plus or minus cash, if any, in the
income and principal accounts of the Trust, divided by the number of Units
outstanding, plus a sales charge of 5.5% of the Public Offering Price (5.820%
of the amount invested, exclusive of income and principal cash). At November
16, 2000, the Public Offering Price per Unit was $15.1413(see "Public
Offering" in Part Two).
Please retain both parts of this Prospectus for future reference.
______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
SUMMARY OF ESSENTIAL INFORMATION AS OF NOVEMBER 16, 2000
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Aggregate Maturity Value of Treasury Obligations in the Trust $5,001,000
Aggregate Number of Shares of Oppenheimer in the Trust 62,895
Number of Units 494,444
Fractional Undivided Interest in the Trust per Unit 1/494,444
Public Offering Price per Unit:
Aggregate Value of Securities in the Portfolio $7,163,898
Aggregate Value of Securities per Unit $14.4888
Income and Principal cash (overdraft) in the Portfolio $(94,364)
Income and Principal cash per Unit $(.1908)
Sales Charge 5.820% (5.5% of Public Offering Price) $.8433
Public Offering Price per Unit $15.1413
Redemption Price and Sponsor's Repurchase Price per
Unit ($.8433 less than the Public Offering Price per Unit) $14.2980
</TABLE>
Date Trust Established September 22, 1994
Mandatory Termination Date May 15, 2005
Evaluator's Annual Fee: $.0020 per $10 principal amount of Treasury
Obligations outstanding. Evaluations for purposes of sale, purchase or
redemption of Units are made as of the close of trading (4:00 p.m. Eastern
time) on the New York Stock Exchange on each day on which it is open.
Supervisory fee payable to an affiliate Maximum of $.0015 per Unit
of the Sponsor outstanding annually
Bookkeeping and administrative expenses payable Maximum of $.0010 per Unit
to the Sponsor outstanding annually
Trustee's Annual Fee: $.009 per Unit outstanding.
Record Date: As soon as practicable after Oppenheimer's ex-dividend date.
Distribution Date: As soon as practicable after Oppenheimer's distribution
date.
<PAGE>
THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of Oppenheimer Global
Growth & Treasury Securities Trust, Series 1
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of Oppenheimer Global Growth & Treasury Securities
Trust, Series 1 as of August 31, 2000, and the related statements of
operations and changes in net assets for each of the three years in the period
then ended. These financial statements are the responsibility of the Trust's
Sponsor. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
August 31, 2000, by correspondence with the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Oppenheimer Global Growth &
Treasury Securities Trust, Series 1 at August 31, 2000, and the results of its
operations and changes in its net assets for each of the three years in the
period then ended in conformity with accounting principles generally accepted
in the United States.
ERNST & YOUNG LLP
Chicago, Illinois
December 11, 2000
<PAGE>
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
STATEMENT OF ASSETS AND LIABILITIES
August 31, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Securities, at market value (cost, including
accretion on the treasury obligations,
$5,770,305) (Note 1) $8,239,987
Cash 302
__________
8,240,289
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Accrued liabilities 5,096
Unit redemptions payable 1,603
__________
6,699
__________
Net assets, applicable to 500,717 outstanding
units of fractional undivided interest:
Cost of Trust assets, including accretion
on the treasury obligations (Note 1) $5,770,305
Net unrealized appreciation (Note 2) 2,469,682
Distributable funds (deficit) (6,397)
_________
$8,233,590
==========
Net asset value per unit $16.4436
==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
PORTFOLIO
August 31, 2000
<TABLE>
<CAPTION>
Maturity Market
value Name of Issuer and Title of Security value
<C> <S> <C>
Zero Coupon U.S. Treasury bonds
$5,023,000(1) maturing May 15, 2005 $3,798,342
==========
</TABLE>
<TABLE>
<CAPTION>
Shares
<C> <S> <C>
62,895 Oppenheimer Global Fund 4,441,645
====== __________
Total investments $8,239,987
==========
</TABLE>
(1) The treasury obligations have been purchased at a discount from their
par value because there is no stated interest income thereon. Over the
life of the treasury obligations the value increases, so that upon
maturity the holders will receive 100% of the principal amount thereof.
See accompanying notes to financial statements.
<PAGE>
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year ended August 31,
2000 1999 1998
<S> <C> <C> <C>
Interest income $270,407 283,712 300,022
Dividends:
Ordinary income 108,270 85,058 441,992
Capital gain 209,199 187,460 149,173
___________________________________
Total investment income 587,876 556,230 891,187
Expenses:
Trustee's fees and related expenses (9,011) (9,528) (11,233)
Evaluator's fees (1,064) (1,203) (1,374)
Supervisory fees (797) (902) (1,031)
Administrative fees (532) (602) (687)
___________________________________
Total expenses (11,404) (12,235) (14,325)
___________________________________
Investment income - net 576,472 543,995 876,862
Net gain (loss) on investments:
Net realized gain (loss) 234,800 155,408 153,305
Change in net unrealized appreciation
or depreciation 1,176,197 327,407 (317,726)
___________________________________
1,410,997 482,815 (164,421)
___________________________________
Net increase (decrease) in net
assets resulting from operations $1,987,469 1,026,810 712,441
===================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year ended August 31,
2000 1999 1998
<S> <C> <C> <C>
Net increase (decrease) in net assets
resulting from operations:
Investment income - net $576,472 543,995 876,862
Net realized gain (loss)
on investments 234,800 155,408 153,305
Change in unrealized appreciation
or depreciation on investments 1,176,197 327,407 (317,726)
___________________________________
1,987,469 1,026,810 712,441
Units redeemed (56,412, 84,858 and
82,004 in 2000, 1999 and
1998, respectively) (845,148) (1,080,186) (1,004,334)
Distributions to unit holders:
Investment income - net (302,352) (258,235) (571,236)
___________________________________
Total increase (decrease) in net assets 839,969 (311,611) (863,129)
Net assets:
At the beginning of the year 7,393,621 7,705,232 8,568,361
___________________________________
At the end of the year (including
distributable funds (deficit)
applicable to Trust units of
$(6,397), $(47,337) and $(14,424)
at August 31, 2000, 1999
and 1998, respectively) $8,233,590 7,393,621 7,705,232
===================================
Trust units outstanding at the end
of the year 500,717 557,129 641,987
</TABLE>
See accompanying notes to financial statements.
<PAGE>
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The treasury obligations are stated at values as determined by First Trust
Advisors L.P. (the Evaluator), an affiliate of the Sponsor. The values are
based on (1) current bid prices for the securities obtained from dealers or
brokers who customarily deal in securities comparable to those held by the
Trust, (2) current bid prices for comparable securities, (3) appraisal or (4)
any combination of the above.
Shares of Oppenheimer Global Fund (Oppenheimer) are stated at Oppenheimer's
published net asset value as reported by the Evaluator. Net asset value is
determined by dividing the value of Oppenheimer's securities plus any cash and
other assets (including accrued interest and dividends receivable) less all
liabilities (including accrued expenses) by the number of shares outstanding,
adjusted to the nearest whole cent.
Investment income -
Dividends from the Oppenheimer shares are recorded on Oppenheimer's ex-
dividend date. Interest income consists of amortization of original issue
discount and market discount or premium on the treasury obligations. Such
amortization is included in the cost of the treasury obligations rather than
in distributable funds because it is not currently available for distribution
to unit holders.
Security cost -
Cost of the Trust's treasury obligations is based on the offering price of the
treasury obligations on the dates the treasury obligations were deposited in
the Trust, plus amortization of original issue discount and amortization of
market discount or premium. Cost of the Oppenheimer shares is based on the
net asset value of such shares on the dates the shares were deposited in the
Trust. The cost of securities sold is determined on the average cost method.
Sales of securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank, which
is based on $.009 per annum per unit outstanding based on the largest
aggregate number of units outstanding during the calendar year. The Evaluator
receives an annual fee based on $0.002 per $10.00 principal amount of treasury
obligations outstanding. Additionally, the Trust pays recurring financial
reporting costs, an annual supervisory fee payable to an affiliate of the
Sponsor and an annual administrative fee payable to the Sponsor.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized appreciation at August 31, 2000 follows:
<TABLE>
<CAPTION>
Treasury Oppenheimer
obligations shares Total
<S> <C> <C> <C>
Unrealized appreciation $270,920 $2,198,762 2,469,682
Unrealized depreciation - - -
___________________________________
$270,920 $2,198,762 $2,469,682
===================================
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
offering price of the treasury obligations and the net asset value of the
Oppenheimer shares on the date of an investor's purchase, plus a sales charge
of 5.5% of the public offering price which is equivalent to approximately
5.820% of the net amount invested.
Distributions to unit holders -
Distributions to unit holders are made as soon as practicable after
Oppenheimer's distribution date. During the years ended August 31, 2000, 1999
and 1998, the Trust made distributions totaling $.5537, $.4118 and $.8077,
respectively, as described below.
<PAGE>
Selected data per unit of the Trust outstanding
throughout each year -
<TABLE>
<CAPTION>
Year ended August 31,
2000 1999 1998
<S> <C> <C> <C>
Investment income - interest and dividend $1.1060 .9246 1.2965
Expenses (.0214) (.0203) (.0209)
________________________________
Investment income - net 1.0846 .9043 1.2756
Distributions to unit holders:
Investment income - net (.5537) (.4118) (.8077)
Net gain (loss) on investments 2.6418 .7762 (.3006)
________________________________
Total increase (decrease) in
net assets 3.1727 1.2687 .1673
Net assets:
Beginning of the year 13.2709 12.0022 11.8349
________________________________
End of the year $16.4436 13.2709 12.0022
================================
</TABLE>
Investment income - interest and dividends, expenses and investment income -
net per unit have been calculated based on the weighted-average number of
units outstanding during each year (531,527, 601,573 and 687,387 units during
the years ended August 31, 2000, 1999 and 1998, respectively). Distributions
to unit holders of investment income - net per unit reflects the Trust's cash
distributions of approximately $.5537 per unit to 546,058 units on December
31, 1999, approximately $.4118 per unit to 627,088 units on December 31, 1998,
and approximately $.8077 per unit to 707,273 units on December 23, 1997.
<PAGE>
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
PART ONE
Must be Accompanied by Part Two
___________________
P R O S P E C T U S
___________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young, LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
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 statement 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.
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST
PROSPECTUS
Part Two NOTE: THIS PART TWO PROSPECTUS MAY
Dated February 29, 2000 ONLY BE USED WITH PART ONE
The Trust. Oppenheimer Global Growth & Treasury Securities Trust (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 by investing mainly
in common stocks of U.S. and foreign companies. See "What is Oppenheimer
Global Fund?" 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" in Part One of this Prospectus.
The Trust has a mandatory termination date ("Mandatory Termination Date"
or "Trust Ending Date") of May 15, 2005.
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.
The Fund shares deposited in the Trust's portfolio have no fixed
maturity date and the net asset value of the shares will fluctuate. The
Portfolio, essential information based thereon and financial statements,
including a report of independent auditors relating to the Trust offered
hereby, are contained in Part One for the Trust to which reference
should be made for such information.
BOTH PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Page 1
Public Offering Price. The Public Offering Price per Unit of the Trust
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 of net income, if
any, 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) and income earned by the Trust,
automatically invested in shares of the Fund (if Fund shares 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?"
Market for Units. While under no obligation to do so, the Sponsor
intends to 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).
In the absence of such a market, 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?"
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 either the Securities which make
up the Trust or 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 Securities will not be sold by the Trust to take advantage
of market fluctuations or changes in anticipated rates of appreciation.
See "What is Oppenheimer Global Fund?"
Page 2
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST
What is Oppenheimer Global Growth & Treasury Securities Trust?
The Oppenheimer Global Growth & Treasury Securities Trust 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, The Chase Manhattan Bank, as Trustee, and First Trust
Advisors L.P., as Portfolio Supervisor and Evaluator.
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. See "What is
Oppenheimer Global Fund?"
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 over 50% 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. 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. 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. See "How May Units be Redeemed?" The Trust has a Mandatory
Termination Date as set forth in Part One of the Prospectus.
What are the Expenses and Charges?
With the exception of brokerage fees and bookkeeping and other
administrative services provided to the Trust, for which the Sponsor
will be reimbursed in amounts as set forth under "Summary or Essential
Information" in Part One of this Prospectus, the Sponsor will not
receive any fees in connection with its activities relating to the
Trust. Legal, typesetting, electronic filing and regulatory filing fees
and expenses associated with annually updating a Trust's registration
statement are also now chargeable to each Trust. Historically, the
Sponsor paid these fees and expenses.
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 in
Part One 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. In providing such supervisory services, the
portfolio Supervisor may purchase research services from a variety of
sources which may include dealers of the Trust.
First Trust Advisors L.P., in its capacity as the Evaluator for the
Trust, will receive an annual evaluation fee as set forth under "Summary
of Essential Information" for providing evaluation services for the
Trust. Such fee is based on the number of Units outstanding in the Trust
on January 1 of each year, except for the year or years in which an
initial offering period occurs in which case the fee for a month is
based on the largest number of Units in the Trust outstanding during the
period for which the compensation is paid.
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 an annual fee as set forth in the
"Summary of Essential Information." Such fee will be based upon the
Page 3
largest aggregate number of Units of the Trust outstanding during the
calendar year. 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."
The Trustee's and the above described 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.
Each of the above mentioned 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. In addition,
with respect to the fees payable to the Sponsor or an affiliate of the
Sponsor for providing bookkeeping and other administrative services,
supervisory services and evaluation services, such individual fees may
exceed the actual costs of providing such services for the Trust, but at
no time will the total amount received for such services rendered to all
unit investment trusts of which Nike Securities L.P. is the Sponsor in
any calendar year exceed the actual cost to the Sponsor or its affiliate
of supplying such services in such year.
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. For
purposes of the following discussion and opinion, it is assumed that
shares in the Fund represent shares in an entity treated as a regulated
investment company for Federal income tax purposes.
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 each of the assets of the Trust under the
Page 4
Code; the income of the Trust will be treated as income of the Unit
holders thereof under the Code; and each Unit holder will be considered
to have received his or her pro rata share of income derived from each
Trust asset when such income is considered received by the Trust.
2. Each Unit holder will have a taxable event when the Trust disposes
of a Security (whether by sale, exchange, liquidation, redemption, or
otherwise) or upon the sale or redemption of Units by such Unit holder
(except to the extent an in-kind distribution of stock is received by
such Unit holder as described below). The price a Unit holder pays for
his or her Units 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 tax basis for his or her pro rata
portion of each Security held by the Trust. Unit holders should consult
their own tax advisors with regard to calculation of basis. The Treasury
Obligations held by the Trust are treated as stripped bonds and are
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 (determined at the time he or she acquires his or her
Units, in the manner described above) 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 Treasury
Regulations 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. For Federal income tax purposes, a
Unit holder's pro rata portion of dividends, as defined by Section 316
of the Code, paid with respect to a Fund share held by the Trust is
taxable as ordinary income to the extent of such Fund's current and
accumulated "earnings and profits." A Unit holder's pro rata portion of
dividends paid on such Fund share which exceed such current and
accumulated earnings and profits will first reduce a Unit holder's tax
basis in such Fund share, and to the extent that such dividends exceed a
Unit holder's tax basis in such Fund share shall generally be treated as
capital gain. In general, the holding period for such capital gain will
be determined by the period of time a Unit holder has held his or her
Units.
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. 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). Unit
holders should consult their tax advisers regarding the recognition of
gains and losses for Federal income tax purposes.
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.
Distributions of the Fund's net capital gain which the Fund properly
designates as capital gain dividends will be 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
Page 5
less or if the Trust holds shares of the Fund for six months or less,
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. The Internal Revenue Service
Restructuring and Reform Act of 1998 (the "1998 Tax Act") provides that
for taxpayers other than corporations, net capital gain (which is
defined as net long-term capital gain over net short-term capital loss
for the taxable year) realized from property (with certain exclusions)
is subject to a maximum marginal stated tax rate of 20% (10% in the case
of certain taxpayers in the lowest tax bracket). Capital gain or loss is
long-term if the holding period for the asset is more than one year, and
is short-term if the holding period for the asset is one year or less.
The date on which a Unit is acquired (i.e., the "trade date") is
excluded for purposes of determining the holding period of the Unit. The
legislation is generally effective retroactively for amounts properly
taken into account on or after January 1, 1998. Capital gains realized
from assets held for one year or less are taxed at the same rates as
ordinary income.
The Taxpayer Relief Act of 1997 (the "1997 Act") includes provisions
that treat certain transactions designed to reduce or eliminate risk of
loss and opportunities for gain (e.g., short sales, offsetting notional
principal contracts, futures or forward contracts, or similar
transactions) as constructive sales for purposes of recognition of gain
(but not loss) and for purposes of determining the holding period. Unit
holders should consult their own tax advisors with regard to any such
constructive sales rules.
In addition, it should be noted that capital gains may be
recharacterized 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. If
the Unit holder disposes of a Unit, he or she is deemed thereby to have
disposed of his or her entire pro rata interest in all assets of the
Trust involved including his or her pro rata portion of all the
Securities represented by the Unit.
Distributions on the Fund shares which are taxable as ordinary income to
the Unit holders will constitute dividends for federal income tax
purposes. To the extent dividends received by the Fund are attributable
to foreign corporations, a corporation that owns Units will not be
entitled to the dividends received deduction with respect to the pro
rata portion of such dividends, since the dividends received deduction
is generally available only with respect to dividends paid by domestic
corporations. However, to the extent dividends received by the Fund are
from United States corporations (other than real estate investment
trusts) and are designated by the Fund as being eligible for the
dividends received deduction, distributions received by corporate Unit
holders with respect to Fund shares attributable to such dividends may
qualify for the 70% dividends received deduction, subject to limitations
otherwise applicable to the availability of the deduction.
If more than 50% of the value of the total assets of the Fund consists
of stock or securities in Foreign Corporations, 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 the foreign tax credit with respect to 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.
Limitations on Deductibility of Trust Expenses by Unit Holders. Each
Unit holder's pro rata share of each expense paid by the Trust is
deductible by the Unit holder to the same extent as though the expense
had been paid directly by him or her, subject to the following
limitation. It should be noted that as a result of the Tax Reform Act of
1986, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses
will be deductible by an individual only to the extent they exceed 2% of
Page 6
such individual's adjusted gross income. Unit holders may be required to
treat some or all of the expenses of the Trust as miscellaneous itemized
deductions subject to this limitation.
Special Tax Consequences of In-Kind Distributions Upon Termination of
the Trust. As discussed in "Rights of Unit Holders-How are Income and
Capital Distributed?," under certain circumstances a Unit Holder will
receive an In-Kind Distribution upon the termination of the Trust. The
Unit Holder requesting an In-Kind Distribution will be liable for
expenses related thereto (the "Distribution Expenses") and the amount of
such In-Kind Distribution will be reduced by the amount of the
Distribution Expenses. See "Rights of Unit Holder-How are Income and
Capital Distributed?" Treasury Obligations held by the Trust will not be
distributed to a Unit holder as part of an In-Kind Distribution. The tax
consequences relating to the sale of Treasury Obligations are discussed
above. As previously discussed, prior to the termination of the Trust, a
Unit holder is considered as owning a pro rata portion of each of the
Trust assets for Federal income tax purposes. The receipt of an In-Kind
Distribution upon the termination of the Trust will result in a Unit
holder receiving an undivided interest in whole shares of the Fund plus,
possibly, cash.
The potential tax consequences that may occur under an In-Kind
Distribution will depend on whether or not a Unit holder receives cash
in addition to Securities. A "Security" for this purpose is a particular
class of stock issued by a particular corporation (and does not include
the Treasury Obligations in the Trust). A Unit holder will not recognize
gain or loss if a Unit holder only receives shares of the Fund in
exchange for his or her pro rata portion in each share of the Fund held
by the Trust. However, if a Unit holder also receives cash in exchange
for a fractional share of a Security held by the Trust, such Unit holder
will generally recognize gain or loss based upon the difference between
the amount of cash received by the Unit holder and his or her tax basis
in such fractional share of a Security held by the Trust.
Because the Fund will own many securities, a Unit holder who requests an
In-Kind Distribution will have to analyze the tax consequences with
respect to each Security owned by the Trust. The amount of taxable gain
(or loss) recognized under the rules described above by such Unit holder
with respect to each Security owned by the Trust. Unit holders who
request an In-Kind Distribution are advised to consult their tax
advisers in this regard.
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 Eligible for
Retirement Plans?"
The foregoing discussion relates only to the tax treatment of United
States Unit holders ("U.S. Unit holders") with regard to Federal and
certain aspects of New York State and City income taxes. Unit holders
may be subject to taxation in New York or in other jurisdictions and
should consult their own tax advisers in this regard. As used herein,
the term "U.S. Unit holder" means an owner of a Unit in the Trust that
(a) is (i) for United States Federal income tax purposes a citizen or
resident of the United States, (ii) a corporation, partnership or other
entity created or organized in or under the laws of the United States or
of any political subdivision thereof, or (iii) an estate or trust the
income of which is subject to United States Federal income taxation
regardless of its source or (b) does not qualify as a U.S. Unit holder
in paragraph (a) but whose income from a Unit is effectively connected
Page 7
with such Unit holder's conduct of a United States trade or business.
The term also includes certain former citizens of the United States
whose income and gain on the Units will be taxable.
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 Eligible for Retirement Plans?
Units of the Trust are eligible 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 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 the Fund.
What is Oppenheimer Global Fund?
The portfolio of the Trust also contains shares of Oppenheimer Global
Fund.
What is the Fund's Investment Objective? The Fund seeks capital
appreciation.
What does the Fund invest in? The Fund invests mainly in common stocks
of companies in the United States and foreign countries. The Fund can
invest without limit in foreign securities and can invest in any
country, including countries with developed or emerging markets.
However, the Fund currently emphasizes investments in developed markets
such as the United States, Western European countries and Japan. The
Fund does not limit its investments to companies in a particular
capitalization range, but currently focuses its investments in mid-cap
and large-cap companies.
The Fund is not required to allocate its investments in any set
percentages in any particular countries. As a fundamental policy, the
Fund normally will invest in at least three countries (one of which may
be the United States). Typically the Fund invests in a number of
different countries. These investments are more fully explained in
"About the Fund's Investments," below.
The Fund offers four classes of shares ("Class A," "Class B," "Class C,"
and "Class Y") 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.
A prospectus from Oppenheimer 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
Page 8
Statement") has been filed with the Securities and Exchange Commission
("SEC") and is available without charge upon written request to
OppenheimerFunds 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 the Fund's Prospectus) contains more detailed information about the
Fund and its management, including more complete information as to
certain risk factors.
Fund Expenses
Shareholder Fees (charges paid directly from your investment:
The Fund pays a variety of expenses directly for management of its
assets, administration, distribution of its shares and other services.
Those expenses are subtracted from the Fund's assets to calculate the
Fund's net asset values per share. All Unit holders therefore pay those
expenses indirectly. Unit holders pay other expenses directly, such as
sales charges and account transaction charges. The following tables are
meant to help you understand the fees and expenses you may pay if you
buy and hold shares of the Fund. The numbers below are based on the
Fund's expenses during its fiscal year ended September 30, 1999.
<TABLE>
<CAPTION>
Class A
Shares
_______
<S> <C>
Maximum Sales Charge (Load) on Purchases (as a percentage of offering price) + 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the original offering price or redemption proceeds) None(1)
___________
<FN>
(1) A contingent deferred sales charge may apply to redemptions of
investments of $1 million or more ($500,000 for retirement plan
accounts) of Class A shares. See "How to Buy Shares" in the Fund
prospectus for details.
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees 0.69%
12b-1 (Distribution and/or Service Plan) Fees ++ 0.21%
Other Expenses 0.26%
Total Annual Operating Expenses* 1.16%
___________
+ 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%.
++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.
* Annual Fund Operating Expenses are less annual 12b-1 fees rebated to
the Sponsor of 0.25% on Fund shares deposited in the Trust. See "Summary
of Essential Information" for a description of estimated fees and
expenses charged per Unit.
</FN>
</TABLE>
Examples
The following examples are intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in a class of shares of the
Fund for the time periods indicated and reinvest your dividends and
distributions.
The first example assumes that you redeem all of your shares at the end
of those periods. The second example assumes that you keep your shares.
Both examples also assume that your investment has a 5% return each year
and that the class's operating expenses remain the same. Your actual
costs may be higher or lower because expenses will vary over time. Based
on these assumptions, your expenses would be as follows:
If shares are redeemed: 1 year 3 years 5 years 10 years
______ _______ ________ ________
Class A Shares $686 $922 $1,177 $1,903
If shares are not redeemed: 1 year 3 years 5 years 10 years
______ _______ ________ ________
Class A Shares $686 $922 $1,177 $1,903
In both examples, expenses include the sales charge.
THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OR PERFORMANCE. EXPENSES ARE SUBJECT TO CHANGE AND
Page 9
ACTUAL PERFORMANCE AND EXPENSES MAY BE LESS OR GREATER THAN THOSE
ILLUSTRATED ABOVE.
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 the Fund 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.
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.
Financial Highlights
The Financial Highlights Table is presented to help you understand the
Fund's financial performance for the past five fiscal years. Certain
information reflects financial results for a single Fund share. The
total returns in the table represent the rate that an investor would
have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has
been audited by KPMG LLP, the Fund's independent auditors, whose report,
along with the Fund's financial statements, is included in the Statement
of Additional Information, which is available on request.
<TABLE>
<CAPTION>
Class A
Year Ended September 30,
1999 1998 1997 1996 1995
______ ______ ______ ______ _____
<S> <C> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value, beginning of period $ 38.34 $ 49.32 $ 39.00 $ 36.84 $ 37.69
Income (loss) from investment operations:
Net investment income .17 1.08 .32 .23 .31
Net realized and unrealized gain (loss) 14.37 (5.49) 11.91 4.22 2.59
Total income (loss)
from investment operations 14.54 (4.41) 12.23 4.45 2.90
Dividends and distributions to shareholders:
Dividends from net investment income (.39) (.83) (.53) (.24) -
Distributions from net realized gain (2.99) (5.74) (1.38) (2.05) (3.75)
Total dividends and distributions
to shareholders (3.38) (6.57) (1.91) (2.29) (3.75)
Net asset value, end of period $ 49.50 $ 38.34 $ 49.32 $ 39.00 $ 36.84
Total return, at Net Asset Value(1) 40.05% (9.85)% 32.85% 12.98% 9.26%
Ratios/Supplemental Data:
Net assets, end of period (in millions) $ 3,780 $ 2,905 $ 3,408 $ 2,499 $ 2,186
Average net assets (in millions) $ 3,475 $ 3,381 $ 2,869 $ 2,309 $ 1,979
Ratios to average net assets:(2)
Net investment income 0.37% 0.96% 0.74% 0.62% 0.90%
Expenses 1.16% 1.14%(3) 1.13%(3) 1.17%(3) 1.20%(3)
Portfolio turnover rate** 68% 65% 66% 103% 84%
________________
<FN>
(1) 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. Total
returns are not annualized for periods of less than one full year.
(2) Annualized for periods of less than one full year.
(3) Expense ratio reflects the effect of expenses paid indirectly by the
Fund.
**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, 1999 were $3,022,561,699 and $3,301,050,770, respectively.
</FN>
</TABLE>
What are the Fund's Investment Policies?
Fund Investment Policies and Strategies.
How does the Portfolio Manager decide what Securities to buy or sell? In
selecting securities for the Fund, the Fund's portfolio manager looks
primarily for foreign and U.S. companies with high growth potential. He
uses fundamental analysis of a company's financial statements,
management structure, operations and product development, and considers
Page 10
factors affecting the industry of which the issuer is part.
The portfolio manager considers overall and relative economic conditions
in U.S. and foreign markets, and seeks broad portfolio diversification
in different countries to help moderate the special risks of foreign
investing. The portfolio manager currently focuses on the factors below
(which may vary in particular cases and may change over time), looking
for:
- Stocks of small-, medium- and large-cap growth-oriented companies
worldwide,
- Companies that stand to benefit from global growth trends,
- Businesses with strong competitive positions and high demand for their
products or services,
- Cyclical opportunities in the business cycle and sectors or industries
that may benefit from those opportunities.
In applying these and other selection criteria, the portfolio manager
considers the effect of worldwide trends on the growth of various
business sectors. The trends, or global "themes," currently considered
include development of new technologies, corporate restructuring, the
growth of mass affluence and demographic changes.
Who is the Fund designed for? The Fund is designed primarily for
investors seeking capital growth in their investment over the long term
from a fund that invests in the United States and abroad. Those
investors should be willing to assume the risks of short-term share
price fluctuations that are typical for a fund investing in stocks and
foreign securities. The Fund does not seek current income and the income
from its investments will likely be small, so it is not designed for
investors needing current income. Because of its focus on long-term
growth opportunities, the Fund may be appropriate for a portion of a
retirement plan investment. The Fund is not a complete investment program.
The Fund's Principal Investment Policies. The allocation of the Fund's
portfolio among different investments will vary over time based upon the
Manager's evaluation of economic and market trends. The Fund's portfolio
might not always include all of the different types of investments
described below. The Statement of Additional Information contains more
detailed information about the Fund's investment policies and risks.
The Manager tries to reduce risks by carefully researching securities
before they are purchased. The Fund attempts to reduce its exposure to
market risks by diversifying its investments, that is, by not holding a
substantial percentage of the stock of any one company and by not
investing too great a percentage of the Fund's assets in any one issuer.
Also, the Fund does not concentrate 25% or more of its total assets in
investments in any one industry.
However, changes in the overall market prices of securities and the
income they pay can occur at any time. The share prices of the Fund will
change daily based on changes in market prices of securities and market
conditions and in response to other economic events.
Can the Fund's Investment Objective and Policies Change? The Fund's
Board of Trustees can change non-fundamental investment policies without
shareholder approval, although significant changes will be described in
amendments to this Prospectus. Fundamental policies cannot be changed
without the approval of a majority of the Fund's outstanding voting
shares. The Fund's investment objective is a fundamental policy. Other
investment restrictions that are fundamental policies are listed in the
Statement of Additional Information. An investment policy is not
fundamental unless this Prospectus or the Statement of Additional
Information says that it is.
Other Investment Strategies. To seek its objective, the Fund can also
use the investment techniques and strategies described below. The Fund
might not always use all of them. These techniques have risks, although
some are designed to help reduce overall investment or market risks.
Other Equity Investments. While the Fund invests mainly in common
stocks, it can buy other equity securities, such as preferred stocks,
warrants and securities convertible into common stocks (which may be
subject to credit risks and interest rate risks, as described in the
Statement of Additional Information). Currently, these are not a
principal investment of the Fund.
Illiquid and Restricted Securities. Investments may be illiquid because
they do not have an active trading market, making it difficult to value
them or dispose of them promptly at an acceptable price. A restricted
security is one that has a contractual restriction on its resale or
which cannot be sold publicly until it is registered under the
Securities Act of 1933. The Fund will not invest more than 10% of its
net assets in illiquid or restricted securities (the Board may increase
Page 11
that limit to 15%). Certain restricted securities that are eligible for
resale to qualified institutional purchasers may not be subject to that
limit. The Manager monitors holdings of illiquid securities on an
ongoing basis to determine whether to sell any holdings to maintain
adequate liquidity.
Special Risks of Emerging and Developing Markets. While the Fund
currently focuses on investing in developed markets such as the United
States, Canada, Europe, Japan, Australia and New Zealand, it can also
invest in emerging or developing markets. Securities of issuers in
emerging and developing markets may offer special investment
opportunities, but present risks not found in more mature markets. Those
securities may be more difficult to sell at an acceptable price and
their prices may be more volatile than securities of issuers in more
developed markets. Settlements of trades may be subject to greater
delays so that the Fund might not receive the proceeds of a sale of a
security on a timely basis. These investments may be very speculative.
These countries might have less developed trading markets and exchanges.
Emerging market countries may have less developed legal and accounting
systems and investments may be subject to greater risks of government
restrictions on withdrawing the sale proceeds of securities from the
country. Economics of developing countries may be more dependent on
relatively few industries that may be highly vulnerable to local and
global changes. Governments may be more unstable and present greater
risks of nationalization or restrictions on foreign ownership of stocks
of local companies.
Derivative Investments. The Fund can invest in a number of different
kinds of "derivative" investments to seek increased returns or to try to
hedge investment risks. It does not do so currently to a significant
degree. In general terms, a derivative investment is one whose value
depends on (or is derived from) the value of an underlying asset,
interest rate or index. Options, futures, and forward contracts are
examples of derivatives.
Derivatives have risks. If the issuer of the derivative does not pay the
amount due, the Fund can lose money on the investment. The underlying
security or investment on which the derivative is based, and the
derivative itself, might not perform the way the Manager expected it to
perform. If that happens, the Fund's share price could decline or the
Fund could get less income than expected. The Fund has limits on the
amount of particular types of derivatives it can hold. However, using
derivatives can cause the Fund to lose money on its investment and/or
increase the volatility of its share prices.
Hedging. The Fund can buy and sell forward contracts, futures contracts,
and put and call options. These are all referred to as "hedging
instruments." The Fund is not required to hedge to seek its objective.
The Fund has limits on its use of hedging instruments and does not use
them for speculative purposes.
The Fund could buy and sell options, futures and forward contracts for a
number of purposes. It might hedge to try to manage its exposure to
changing securities prices. Forward contracts can be used to try to
manage foreign currency risks on the Fund's foreign investments.
Hedging involves risks. If the Manager used a hedging instrument at the
wrong time or judged market conditions incorrectly, the strategy could
reduce the Fund's return. The Fund could also experience losses if the
prices of its futures and options positions were not correlated with its
other investments or if it could not close out a position because of an
illiquid market.
Temporary Defensive Investments. In times of adverse or unstable market
or economic conditions, the Fund can invest up to 100% of its assets in
temporary defensive investments. These would ordinarily be U.S.
government securities, highly-rated commercial paper, bank deposits or
repurchase agreements. For cash management purposes, the Fund can hold
cash equivalents such as commercial paper, repurchase agreements,
Treasury bills and other short-term U.S. government securities. To the
extent the Fund invests defensively in these securities, it might not
achieve its investment objective.
Main Risks of Investing in the Fund
All investments carry risks to some degree. The Fund's investments are
subject to changes in their value from a number of factors, described
below. There is also the risk that poor security selection by the Fund's
investment Manager, Oppenheimer Funds, Inc., will cause the Fund to
underperform other funds having a similar objective.
Page 12
Risks of investing in stocks. Stocks fluctuate in price, and their short-
term volatility at times may be great. Because the Fund currently
invests primarily in common stocks, the value of the Fund's portfolio
will be affected by changes in the stock markets. Market risk will
affect the Fund's net asset values per share, which will fluctuate as
the values of the Fund's portfolio securities change. A variety of
factors can affect the price of a particular stock, and the prices of
individual stocks do not all move in the same direction uniformly or at
the same time. Different stock markets may behave differently from each
other.
Other factors can affect a particular stock's price, such as poor
earnings reports by the issuer, loss of major customers, major
litigation against the issuer, or changes in government regulations
affecting the issuer. While the Fund currently invests mainly in
securities of large and medium-size companies, it also buys stocks of
small companies which may have more volatile stock prices.
- Industry Focus. At times, the Fund may increase the relative emphasis
of its investments in a particular industry. Stocks of issuers in a
particular industry are subject to changes in economic conditions,
government regulations, availability of basic resources or supplies, or
other events that affect that industry more than others. To the extent
that the Fund has greater emphasis on investments in a particular
industry, its share values may fluctuate in response to events affecting
that industry.
- Cyclical Opportunities. The Fund may also seek to take advantage of
changes in the business cycle by investing in companies that are
sensitive to those changes if the Manager believes they have growth
potential. The Fund might sometimes seek to take tactical advantage of
short-term market movements or events affecting particular issuers or
industries. There is a risk that if the event does not occur as
expected, the value of the stock could fall, which in turn could depress
the Fund's share prices.
Risks of foreign investing. The Fund normally invests a substantial
percentage of its assets in foreign securities. While foreign securities
may offer special investment opportunities, there are also special risks.
The change in value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of securities denominated in
that foreign currency. Foreign issuers are not subject to the same
accounting and disclosure requirements to which U.S. companies are
subject. The value of foreign investments may be affected by exchange
control regulations, expropriation or nationalization of a company's
assets, foreign taxes, delays in settlement of transactions, changes in
governmental economic or monetary policy in the United States or abroad,
or other political and economic factors. These risks could cause the
prices of foreign stocks to fall, and could therefore depress the Fund's
share prices.
How risky is the Fund overall? The risks described above collectively
form the overall risk profile of the Fund and can affect the value of
the Fund's investments, its investment performance and its prices per
share. Particular investments and investment strategies also have risks.
These risks mean that you can lose money by investing in the Fund. When
you redeem your shares, they may be worth more or less than what you
paid for them. There is no assurance that the Fund will achieve its
investment objective. In the short term, domestic and foreign stock
markets can be volatile, and the price of the Fund's shares can go up
and down substantially. The Fund does not seek income from debt
securities to try to reduce the volatility of its share prices. The Fund
generally may be less volatile than funds focusing on investments in
emerging markets or small-cap stocks, but the Fund has greater risks
than funds that focus solely on large-cap domestic stocks or stocks and
bonds.
How the Fund is Managed
The Manager. The Manager chooses the Fund's investments and handles its
day-to-day business. The Manager carries out its duties, subject to the
policies established by the Fund's Board of Trustees, under an
investment advisory agreement that states the Manager's
responsibilities. The agreement sets the fees the Fund pays to the
Manager and describes the expenses that the Fund is responsible to pay
to conduct its business.
The Manager has operated as an investment advisor since January, 1960.
The Manager (including subsidiaries and affiliates) managed more than
$120 billion in assets as of December 31, 1999, including other
Oppenheimer funds with more than 5 million shareholder accounts. The
Manager is located at Two World Trade Center, 34th Floor, New York, New
York 10048-0203.
Portfolio Manager. The portfolio manager of the Fund is William L.
Wilby. He is a Vice President of the Fund and a Senior Vice President of
the Manager. He has been the person principally responsible for the day-
Page 13
to-day management of the Fund's portfolio since October, 1992. Mr. Wilby
also serves as an officer and portfolio manager for other Oppenheimer
funds. He joined the Manager in 1991.
Advisory Fees. Under the investment advisory agreement, the Fund pays
the Manager an advisory fee at an annual rate that declines on
additional assets as the Fund grows: 0.80% of the first $250 million of
average annual net assets of the Fund, 0.77% of the next $250 million,
0.75% of the next $500 million, 0.69% of the next $1 billion, 0.67% on
the next $1.5 billion, 0.65% on the next $2.5 billion and 0.63% of
average annual net assets in excess of $6 billion. The Fund's management
fee for its last fiscal year ended September 30,1999 was 0.69% of
average annual net assets for each class of shares.
Fund Performance Information
The Fund's Past Performance. The table below shows one measure of the
risks of investing in the Fund, by showing changes in the Fund's
performance (for its Class A shares) from year to year for the last ten
calendar years and by showing how the average annual total returns of
the Fund's shares compare to those of a broad-based market index. The
Fund's past investment performance is not necessarily an indication of
how the Fund will perform in the future.
Annual Total Returns (Class A)*
(as of 12/31 each year)
Year Return
____ ______
1990 -0.67%
1991 27.37%
1992 -14.20%
1993 42.63%
1994 -3.11%
1995 16.59%
1996 17.52%
1997 21.82%
1998 12.71%
1999 58.48%
*Sales charges are not included in the calculations of return in this
table, and if those charges were included, the returns would be less
than those shown.
During the period shown in the table, the highest return (not
annualized) for a calendar quarter was 36.38% (4th Quarter 1999) and the
lowest return (not annualized) for a calendar quarter was -17.12% (3rd
Quarter 1998).
Average Annual Total Returns
for the year ended December 31, 1999 1 Year 5 Years 10 Years
____________________________________ ______ ______ ________
Class A Shares (inception 12/22/69) 49.36% 22.95% 15.47%
MSCI World Index 25.34% 20.25% 11.96%(1)
(1) From 12/31/89.
The Fund's average annual total returns include the applicable sales
charge for Class A, the current maximum initial sales charge of 5.75%.
The returns measure the performance of a hypothetical account and assume
that all dividends and capital gains distributions have been reinvested
in additional shares. The Fund's performance for Class A shares is
compared to the Morgan Stanley Capital International World Index, an
unmanaged index of issuers listed on the stock exchanges of 20 foreign
countries and the United States. The index performance reflects the
reinvestment of income but does not consider the effects of transaction
costs. Also, the Fund may have investments that vary from those in the
index.
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
Page 14
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.
The Trust consists of the Securities listed in Part One as may continue
to be held from time to time in the Trust.
The Trustee has 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.
Many computer systems were not designed to properly process information
and data involving dates of January 1, 2000 and thereafter. This is
commonly known as the "Year 2000 Problem." The Trust and its service
providers do not appear to have been adversely affected by computer
problems related to the transition to the year 2000. However, these
problems could arise or be discovered in the future. We are unable to
determine what impact, if any, the Year 2000 Problem has had or will
have on any of the issuers of the Securities, but you should note that
foreign issuers may have greater complications than other issuers.
To the best of the Sponsor's knowledge, there is no litigation pending
as of the date of this Prospectus in respect of any Security which might
reasonably be expected to have a material adverse effect on the Trust.
At any time after the date of this Prospectus, 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.
Legislation. At any time after the Initial Date of Deposit, legislation
may be enacted that could negatively affect the Securities in the Trust
or the issuers of the Securities. Changing approaches to regulation may
have a negative impact on certain companies represented in the Trust.
There can be no assurance that future legislation, regulation or
deregulation will not have a material adverse effect on the Trust or
will not impair the ability of the issuers of the Securities to achieve
their business goals.
PUBLIC OFFERING
How is the Public Offering Price Determined?
Units are offered at the Public Offering Price as indicated in Part One
attached hereto. 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.
Page 15
The minimum purchase in the Trust is $1,000. The applicable sales charge
is reduced by a discount as indicated below for volume purchases:
Percent of Percent of
Offering Net Amount
Number of Units Price Invested
________________ __________ __________
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%
Any such reduced sales charge shall be the responsibility of the party
making the sale. 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 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 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, dealers and
their subsidiaries, the sales charge is reduced by 2.0% of the Public
Offering Price.
The 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 three 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?
It is the intention of the Sponsor to qualify Units of the Trust for
sale in a number of states. Sales will be made to dealers and others at
prices which represent a concession or agency commission 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 $250,000 on any one day. 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.
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:
Page 16
Aggregate Monthly Amount Additional Concession
of UIT Units Sold per $1,000 sold)
_____________________________ _____________________
$ 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
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. 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 a total return basis
with the Dow Jones Industrial Average, the S&P 500 Composite Price Stock
Index, the Morgan Stanley World Index or other global indices, 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 Underwriters and additional concessions
available to the dealers and others.
In maintaining a market for the Units, the Sponsor or Underwriters 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 or
Underwriters.
Page 17
Will There be a Secondary Market?
Although it is not obligated to do so, the Sponsor intends 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.
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 who is registered as such owner on the books of the Trustee.
Ownership of Units may be evidenced by registered certificates executed
by the Trustee and the Sponsor. Delivery of certificates representing
Units ordered for purchase is normally made three business days
following such order or shortly thereafter. Certificates are
transferable by presentation and surrender to the Trustee properly
endorsed or accompanied by a written instrument or instruments of
transfer. Certificates to be redeemed must be properly endorsed or
accompanied by a written instrument or instruments of transfer. A Unit
holder must sign exactly as his or her name appears on the face of the
certificate with signature guaranteed by a participant in the Securities
Transfer Agents Medallion Program ("STAMP") or such other signature
guaranty program in addition to, or in substitution for, STAMP, as may
be accepted by the Trustee. 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.
Certificates will be issued in fully registered form, transferable only
on the books of the Trustee in denominations of one Unit or any multiple
thereof, numbered serially for purposes of identification.
Unit holders may elect to 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 through the same procedures applicable to Units evidenced
by certificates (described above), except that no certificate need be
presented to the Trustee and no certificate will be issued upon the
transfer unless requested by the Unit holder. A Unit holder may at any
time request the Trustee to issue certificates for Units.
Although no such charge is now made or contemplated, a Unit holder may
be required to pay $2.00 to the Trustee per certificate reissued or
transferred and to pay any governmental charge that may be imposed in
connection with each such transfer or exchange. For new certificates
issued to replace destroyed, stolen or lost certificates, the Unit
holder must follow procedures established by the Trustee, including
furnishing indemnity satisfactory to the Trustee and paying such
expenses as the Trustee may incur. Mutilated certificates must be
surrendered to the Trustee for replacement.
Page 18
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 Part One of the Prospectus. 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.
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?
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 THE FUNDS 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.
Each Unit holder of the Trust will have distributions of principal,
capital gains, if any, or income automatically invested in Fund shares
(if Fund shares are registered in the Unit holder's state of residence)
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 Statement of Additional
Information, which can be obtained from Oppenheimer.
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
Page 19
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 may be exchanged at net asset
value per share at the time of exchange, without sales charge. To
exchange shares, you must meet several conditions: (1) shares of the
fund selected for exchange are available for sale in your state of
residence; (2) the prospectuses of this Fund and the fund whose shares
you want to buy must offer the exchange privilege; (3) you must hold the
shares you buy when you establish your account for at least seven days
before you can exchange them; after the account is open seven days, you
can exchange shares every regular business day; and (4) you must meet
the minimum purchase requirements for the fund purchase by exchange.
Shares of a particular class of the Fund may be exchanged only for
shares of the same class in other Oppenheimer Funds. See "How to
Exchange Shares" in the Fund's prospectus and Statement of Additional
Information 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 seven 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 "market timer" 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. 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 the Fund's prospectus for a discussion 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 unit investment trust office in the City of New
York of the certificates representing the Units to be redeemed, or in
the case of uncertificated Units, delivery of a request for redemption,
duly endorsed or accompanied by proper instruments of transfer with
signature guaranteed as explained above (or by providing satisfactory
Page 20
indemnity, as in connection with lost, stolen or destroyed
certificates), and payment of applicable governmental charges, if any.
No redemption fee will be charged. On the third business day following
such tender, 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 "date
of tender" is deemed to be the date on which Units are received by the
Trustee (if such day is a day on which the New York Stock Exchange is
open for trading), except that as regards Units received after 4:00 p.m.
Eastern time (or as of any earlier closing time on a day on which the
NYSE is scheduled in advance to close at such earlier 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.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of the principal amount of a
Unit redemption if the Trustee has not been furnished the redeeming Unit
holder's tax identification number in the manner required by such
regulations. For further information regarding this withholding, see
"How are Income and Capital Distributed?" In the event the Trustee has
not been previously provided such number, one must be provided at the
time redemption is requested.
Any amounts paid on redemption representing 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, as of the close of trading on the NYSE on the date any such
determination is made. 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
Page 21
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 as Sponsor for successive series of The First Trust Combined
Series, the FT Series (formerly known as 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 $27 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 (630) 241-4141. As of December 31, 1999, the total
partners' capital of Nike Securities L.P. was $19,881,035 (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 The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th floor, New York, New
York 10004-2413. Unit holders who have questions regarding the Trusts
may call the Customer Service Help Line at 1-800-682-7520. The Trustee
is subject to supervision by the Superintendent of Banks of the State of
New York, the Federal Deposit Insurance Corporation and the Board of
Governors of the Federal Reserve System.
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
Page 22
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.
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
Page 23
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 portfolio, of the Trust
contained in Part One of this Prospectus has been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
appearing therein and is included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
Page 24
CONTENTS:
Oppenheimer Global Growth & Treasury Securities Trust
What is the Oppenheimer Global Growth & Treasury
Securities Trust? 3
What are the Expenses and Charges? 3
What is the Federal Tax Status of Unit Holders? 4
Why are Investments in the Trust Eligible for
Retirement Plans? 8
Portfolio:
What are Treasury Obligations? 8
What is Oppenheimer Global Fund? 8
Fund Expenses 9
What are the Fund's Investment Policies? 10
Fund Performance Information 14
What are Some Additional Considerations
for Investors? 14
Public Offering:
How is the Public Offering Price Determined? 16
How are Units Distributed? 16
What are the Sponsor's Profits? 17
Will There be a Secondary Market? 18
Rights of Unit Holders:
How is Evidence of Ownership Issued
and Transferred? 18
How are Income and Capital Distributed? 19
How Can Distributions to Unit Holders
be Reinvested? 19
What Reports Will Unit Holders Receive? 20
How May Units be Redeemed? 20
How May Units be Purchased by the Sponsor? 21
How May Securities be Removed
from the Trust? 22
Information as to Sponsor, Trustee and Evaluator:
Who is the Sponsor? 22
Who is the Trustee? 22
Limitations on Liabilities of Sponsor and Trustee 23
Who is the Evaluator? 23
Other Information:
How May the Indenture Be Amended
or Terminated? 23
Legal Opinions 24
Experts 24
___________
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
Prospectus
Part Two
February 29, 2000
First Trust(registered trademark)
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-630-241-4141
Trustee:
The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
THIS PART TWO MUST BE
ACCOMPANIED BY PART ONE.
PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE
Page 25
CONTENTS OF POST-EFFECTIVE AMENDMENT
OF REGISTRATION STATEMENT
This Post-Effective Amendment of Registration Statement
comprises the following papers and documents:
The facing sheet
The prospectus
The signatures
The Consent of Independent Auditors
Financial Data Schedule
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Oppenheimer Global Growth & Treasury Securities
Trust, Series 1, certifies that it meets all of the requirements
for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment of its Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized
in the Village of Lisle and State of Illinois on December 29,
2000.
OPPENHEIMER GLOBAL GROWTH & TREASURY
SECURITIES TRUST, SERIES 1
(Registrant)
By NIKE SECURITIES L.P.
(Depositor)
By Robert M. Porcellino
Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment of Registration Statement has been
signed below by the following person in the capacity and on the
date indicated:
Signature Title* Date
Robert D. Van Kampen Director of )
Nike Securities )
Corporation, ) December 29, 2000
the General Partner )
of Nike Securities L.P. )
)
) Robert M. Porcellino
) Attorney-in-Fact**
David J. Allen Director of Nike
Securities Corporation,
the General Partner of
Nike Securities L.P.
* The title of the person named herein represents his capacity
in and relationship to Nike Securities L.P., Depositor.
** An executed copy of the related power of attorney was filed
with the Securities and Exchange Commission in connection
with the Amendment No. 1 to Form S-6 of The First Trust
Special Situations Trust, Series 18 (File No. 33-42683) and
the same is hereby incorporated herein by this reference.
S-2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated December 11, 1997 in
this Post-Effective Amendment to the Registration Statement and
related Prospectus of Oppenheimer Global Growth & Treasury
Securities Trust dated December 27, 1997.
ERNST & YOUNG
Chicago, Illinois
December 26, 1997
