File No. 33-88538 CIK #927227
Securities and Exchange Commission
Washington, D. C. 20549
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
The Ranson Municipal Trust, Multi-State Series 4
Name and executive office address of Depositor:
Ranson & Associates, Inc.
250 North Rock Road, Suite 150
Wichita, Kansas 67206
Name and complete address of agent for service:
Robin Pinkerton
Ranson & Associates, Inc.
250 North Rock Road, Suite 150
Wichita, Kansas 67206
( X ) Check box if it is proposed that this filing will
become effective at 2:00 p.m. on May 29, 1998 pursuant
to paragraph (b) of Rule 485.
<PAGE>
The Nebraska Tax-Exempt Trust
Series 4
Part One
Dated May 29, 1998
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
NOTE: Part One of this Prospectus May Not Be Distributed Unless Accompanied by
Part Two.
<PAGE>
The Nebraska Tax-Exempt Trust
Series 4
Essential Information
As of January 31, 1998
Sponsor and Evaluator: Ranson & Associates, Inc.
Trustee: The Bank of New York Co.
<TABLE>
<CAPTION>
General Information
<S> <C>
Principal Amount of Municipal Bonds $2,335,000
Number of Units 2,423
Fractional Undivided Interest in the Trust per Unit 1/2,423
Principal Amount of Municipal Bonds per Unit $963.681
Public Offering Price:
Aggregate Bid Price of Municipal Bonds in the Portfolio $2,563,775
Aggregate Bid Price of Municipal Bonds per Unit $1,058.099
Cash per Unit (1) $(5.310)
Sales Charge of 5.50% of Public Offering Price (5.820%
of the net amount invested) $61.272
Public Offering Price per Unit (exclusive of accrued
interest) (2) $1,114.061
Redemption Price per Unit (exclusive of accrued interest) $1,052.789
Excess of Public Offering Price per Unit Over Redemption
Price per Unit $61.272
Minimum Value of the Trust under which Trust Agreement
may be terminated $482,000
Date of Trust January 19, 1995
Mandatory Termination Date December 31, 2044
</TABLE>
Annual Evaluation Fee: $.25 per $1,000 principal amount of Municipal Bonds.
Evaluations for purpose of sale, purchase or redemption of Units are made as of
the close of business of the Sponsor next following receipt of an order for a
sale or purchase of Units or receipt by The Bank of New York Co. of Units
tendered for redemption.
1. Units are offered at the Public Offering Price which includes interest to
the date of settlement (three business days after purchase). On January 31,
1998, there was added to the Public Offering Price of $1,114.06 accrued interest
to the settlement date of February 4, 1998, of $3.19, for a total price of
$1,117.25 per Unit.
<PAGE>
The Nebraska Tax-Exempt Trust
Series 4
Essential Information (continued)
As of January 31, 1998
Sponsor and Evaluator: Ranson & Associates, Inc.
Trustee: The Bank of New York Co.
<TABLE>
<CAPTION>
Special Information Based on Distributions
<S> <C>
Calculation of Estimated Net Annual Interest Income per Unit:
Estimated Annual Interest Income $63.165497
Less: Estimated Annual Expense 2.723731
---------
Estimated Net Annual Interest Income $60.441766
=========
Calculation of Interest Distribution per Unit:
Estimated Net Annual Interest Income $60.441766
Divided by 12 $5.036814
Estimated Daily Rate of Net Interest Accrual per Unit
$.167894
Estimated Current Return Based on Public Offering Price (3)
5.43%
Estimated Long-Term Return (3) 3.93%
</TABLE>
Trustee's Annual Fees and Expenses (including Evaluator's Fee): $2.723731
($.825279 of which represents expenses) per Unit.
Audit Fee: $.40 per Unit
Record and Computation Dates: Fifteenth day of the month.
Distribution Dates: First day of the month.
3. The Estimated Long-Term Return and Estimated Current Return will vary. For
detailed explanation, see Part Two of this prospectus.
<PAGE>
Report of Independent Auditors
Unitholders
The Nebraska Tax-Exempt Trust
Series 4
We have audited the accompanying statement of assets and liabilities of The
Nebraska Tax-Exempt Trust, Series 4, including the schedule of investments, as
of January 31, 1998, and the related statements of operations and changes in net
assets for each of the twoe 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. The
satatements of operations and changes in net assets for the period ended January
31, 1996 were audited by other auditors whose report thereon dated April 26,
1996 expressed an unqualified opinion.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of investments owned as of January 31, 1998, by
correspondence with the custodial bank. 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 The Nebraska Tax-Exempt Trust,
Series 4 at January 31, 1998, and the results of its operations and changes in
its net assets for each of two years in the period then ended in conformity with
generally accepted accounting principles.
Ernst & Young LLP
Kansas City, Missouri
May 15, 1998
<PAGE>
INDEPENDENT AUDITORS' REPORT
Unitholders
The Nebraska Tax-Exempt Trust
Series 4
We have audited the statements of operations and changes in net assets of
the Nebraska Tax-Exempt Trust, Series 79, for the year in the period ended
January 31, 1996. These financial statements are the responsibility of the
Sponsor's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, 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 results of operations and changes in net assets
for the year in the period ended January 31, 1996, in conformity with
generally accepted accounting principles.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
April 26, 1996
<PAGE>
The Nebraska Tax-Exempt Trust
Series 4
Statement of Assets and Liabilities
January 31, 1998
<TABLE>
<CAPTION>
<S> <C> <C>
Assets
Municipal Bonds, at value (cost $2,312,112) $2,563,775
Interest receivable 34,001
---------
Total assets 2,597,776
Liabilities and net assets
Cash overdraft 27,646
Accrued liabilities 1,034
---------
28,680
Net assets, applicable to 2,423 Units outstanding:
Cost of Trust assets, exclusive of interest $2,312,112
Unrealized appreciation 251,663
Distributable funds 5,321
--------- ---------
Net assets $2,569,096
=========
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
The Nebraska Tax-Exempt Trust
Series 4
Statements of Operations
<TABLE>
<CAPTION>
Year ended January 31
1998 1997 1996
<S> <C> <C> <C>
--------- --------- ---------
Investment income - interest $157,173 $157,513 $157,513
Expenses:
Trustee's fees and related expenses 6,154 6,185 6,278
Evaluator's and portfolio
surveillance fees 603 603 653
--------- --------- ---------
Total expenses 6,757 6,788 6,931
--------- --------- ---------
Net investment income 150,416 150,725 150,582
Realized and unrealized gain (loss) on
investments:
Realized gain 7,606 - -
Unrealized appreciation (depreciation)
during the year 196,728 (91,438) 128,046
--------- --------- ---------
Net gain (loss) on investments 204,334 (91,438) 128,046
--------- --------- ---------
Net increase in net assets resulting
from operations $354,750 $59,287 $278,628
========= ========= =========
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
The Nebraska Tax-Exempt Trust
Series 4
Statements of Changes in Net Assets
<TABLE>
<CAPTION>
Year ended January 31
1998 1997 1996
<S> <C> <C> <C>
--------- --------- ---------
Operations:
Net investment income $150,416 $150,725 $150,582
Realized gain on investments 7,606 - -
Unrealized appreciation (depreciation)
on investments during the year 196,728 (91,438) 128,046
--------- --------- ---------
Net increase in net assets resulting
from operations 354,750 59,287 278,628
Distributions to Unitholders:
Net investment income (150,908) (138,484) (146,120)
Capital transactions:
Redemption of Units (90,865) - -
--------- --------- ---------
Total increase (decrease) in net assets 112,977 (79,197) 132,508
Net assets:
At the beginning of the year 2,456,119 2,535,316 2,402,808
--------- --------- ---------
At the end of the year (including
distributable funds applicable to
Trust Units of $5,321, $18,679 and
$6,438 at January 31, 1998, 1997
and 1996, respectively) $2,569,096 $2,456,119 $2,535,316
========= ========= =========
Trust Units outstanding at the end
of the year 2,4230 2,510 2,510
========= ========= =========
Net asset value per Unit at the end
of the year $1,060.30 $978.53 $1,010.09
========= ========= =========
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
<TABLE>
The Nebraska Tax-Exempt Trust
Series 4
Schedule of Investments
January 31, 1998
<CAPTION>
Coupon Maturity Redemption Principal
Name of Issuer and Title of Bond (4) (5) Rate Date Provisions(2) Rating(1) Amount Value(3)
<S> <C> <C> <C> <C> <C> <C>
- --------------------- --- --- ----- --- --------- ---
+Hospital Authority No. 1 of Douglas County, 7.000% 9/01/2021 2001 @ 102 AAA $480,000 $535,512
Nebraska Hospital Revenue Bonds (Immanuel Medical
Center, Inc.), Series 1991. Insured by AMBAC. (4)
City of Lincoln, Nebraska Electric System Revenue 5.250 9/01/2015 2005 @ 100 S.F. AA 455,000 462,794
Refunding Bonds, 1993. Series A. 2003 @ 102
Nebraska Higher Education Loan Program, Inc., 6.250 6/01/2018 2013 @ 100 S.F. Aa* 400,000 440,976
1993-2 Series A-5B Senior Subordinate Term Bonds.
Nebraska Public Power District Power Supply System 6.125 1/01/2015 2005 @ 100 S.F. A1* 350,000 381,118
Revenue Bonds, 1993 Series. 2003 @ 102
Nebraska Public Power District Electric System 6.250 1/01/2012 2004 @ 100 S.F. AAA 250,000 272,515
Revenue Bonds, 1992 Series A. Insured by MBIA. (4) 2002 @ 102
City of Omaha (Nebraska), Airport Facilities Revenue 8.375 1/01/2014 2006 @ 100 S.F. A1* 400,000 470,860
Refunding Bonds, Series 1991. 2002 @ 102
--------- ---------
$2,335,000 $2,563,775
========= =========
</TABLE>
[FN]
See accompanying notes to Schedule of Investments.
<PAGE>
The Nebraska Tax-Exempt Trust
Series 4
Notes to Schedule of Investments
1. All ratings are by Standard & Poor's Corporation, unless marked with the
symbol "*", in which case the rating is by Moody's Investors Service, Inc. The
symbol "NR" indicates Bonds for which no rating is available.
2. There is shown under this heading the year in which each issue of Bonds is
initially redeemable and the redemption price for that year or, if currently
redeemable, the redemption price currently in effect; unless otherwise
indicated, each issue continues to be redeemable at declining prices thereafter,
but not below par value. In addition, certain Bonds in the Portfolio may be
redeemed in whole or in part other than by operation of the stated redemption or
sinking fund provisions under certain unusual or extraordinary circumstances
specified in the instruments setting forth the terms and provisions of such
Bonds. "S.F." indicates a sinking fund is established with respect to an issue
of Bonds. Redemption pursuant to call provisions generally will, and redemption
pursuant to sinking fund provisions may, occur at times when the redeemed Bonds
have a valuation which represents a premium over the call price or par.
To the extent that the Bonds were deposited in the Trust at a price higher
than the price at which they are redeemed, this will represent a loss of capital
when compared with the original Public Offering Price of the Units. To the
extent that the Bonds were acquired at a price lower than the redemption price,
this may represent an increase in capital when compared with the original Public
Offering Price of the Units. Distributions of net income will generally be
reduced by the amount of the income which would otherwise have been paid with
respect to redeemed Bonds and, unless utilized to pay for Units tendered for
redemption, there will be distributed to Unitholders the principal amount and
any premium received on such redemption. In this event the estimated current
return and estimated long-term return may be affected by such redemptions.
3. See Note 1 to the accompanying financial statements for a description of the
method of determining cost and value.
4. Insurance on these Bonds was obtained by the issuers of such Bonds. No
representation is made as to any insurer's ability to meet its commitments.
5. The security preceded by (+) is secured by, and payable from, escrowed U.S.
Government securities.
See accompanying notes to financial statements.
<PAGE>
The Nebraska Tax-Exempt Trust
Series 4
Notes to Financial Statements
1. Significant Accounting Policies
Trust Sponsor and Evaluator
Ranson & Associates, Inc. serves as the Trust's sponsor and evaluator.
Valuation of Municipal Bonds
Municipal Bonds (Bonds) are stated at bid prices as determined by Ranson &
Associates, Inc., the "Evaluator" of the Trust. The aggregate bid prices of the
Bonds are determined by the Evaluator based on (a) current bid prices of the
Bonds, (b) current bid prices for comparable bonds, (c) appraisal, or (d) any
combination of the above.
Cost of Municipal Bonds
Cost of the Trust's Bonds was based on the offering prices of the Bonds on
January 19, 1995 (Date of Deposit). The premium or discount (including any
original issue discount) existing at January 19, 1995, is not being amortized.
Realized gain (loss) from Bond transactions is reported on an identified cost
basis.
2. Unrealized Appreciation and Depreciation
Following is an analysis of net unrealized appreciation at January 31, 1998:
Gross unrealized appreciation $251,663
Gross unrealized depreciation -
----------
Net unrealized appreciation $251,663
=========
3. Federal Income Taxes
The Trust is not an association taxable as a corporation for federal income tax
purposes. Each Unitholder is considered to be the owner of a pro rata portion
of the Trust under Subpart E, Subchapter J of Chapter 1 of the Internal Revenue
Code of 1986, as amended. Accordingly, no provision has been made for federal
income taxes.
4. Other Information
Cost to Investors
The cost to original investors of Units of the Trust was based on the aggregate
offering price of the Bonds on the date of an investor's purchase, plus a sales
charge of 4.90% of the Public Offering Price (equivalent to 5.125% of the net
amount invested). The Public Offering Price for secondary market transactions
is based on the aggregate bid price of the Bonds plus or minus a pro rata share
of cash or overdraft in the Principal Account, if any, and daily accrued
interest on the date of an investor's purchase, plus a sales charge of 5.50% of
the Public Offering Price (equivalent to 5.820% of the net amount invested).
<PAGE>
The Nebraska Tax-Exempt Trust
Series 4
Notes to Financial Statements ( continued)
Distributions
Distributions of net investment income to Unitholders are declared and paid
monthly. Income distributions are as follows:
Year ended Year ended Year ended
Distribution January 31, 1998 January 31, 1997 January 31, 1996
Plan Per Unit Total Per Unit Total Per Unit Total
- ----- --------- ---------- --------- ---------- --------- ----------
Monthly $60.06 $150,655 $55.17 $138,484 $58.22 $146,120
In addition, the Trust redeemed Units with proceeds from the sale of Bonds as
follows:
Year Ended
January 31,
1998
----------
Principal portion $90,865
Net interest accrued 253
----------
$91,118
=========
Units 87
=========
5. Change of Trustee
On June 1, 1997, The Bank of New York Co. assumed all trustee responsibilities
from Investors Fiduciary Trust Company.
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Independent Auditors"
and to the use of our report dated May 15, 1998, in this Post-Effective
Amendment to the Registration Statement (Form S-6) and related Prospectus of The
Nebraska Tax-Exempt Trust, Series 4 dated May 29, 1998.
Ernst & Young LLP
Kansas City, Missouri
May 29, 1998
<PAGE>
CONSENT OF ALLEN, GIBBS & HOULIK, L.C., INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Independent
Auditors" and to the use of our report dated April 26, 1996 in this Post-
Effective Amendment to the Registration Statement (Form S-6) and related
Prospectus of The Nebraska Tax-Exempt Trust Series 4 dated January 31, 1998.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
January 31, 1998
<PAGE>
THIS PROSPECTUS MAY BE USED ONLY WHEN ACCOMPANIED BY PART ONE.
BOTH PARTS OF THIS PROSPECTUS SHOULD BE
RETAINED FOR FUTURE REFERENCE.
PROSPECTUS PART TWO
THE RANSON MUNICIPAL TRUST,
MULTI-STATE SERIES
The Trust. The Trust consists of underlying separate unit investment
trusts (the "Trust"). The portfolio of each Trust is comprised of interest
bearing obligations issued by or on behalf of municipalities or other
governmental authorities in the state for which the Trust is named (the "Bonds"
or "Securities"). In the opinion of counsel, interest income to the Trusts and
to Certificateholders thereof, with certain exceptions, is exempt under existing
law from Federal income taxes, from state income taxes to the extent indicated
when held by residents of the state where the issuers of the Bonds in such
Trusts are located, and, in the case of each Kansas Trust, from local Kansas
intangible personal property taxes, but may be subject to the Federal
alternative minimum tax and other state and local taxes. Capital gains, if any,
are subject to tax. The objectives of the Trusts include (1) interest income
which is exempt from Federal income taxes, from state income taxes to the extent
indicated when held by residents of the state where the issuers of the Bonds in
such Trusts are located, and, in the case of each Kansas Trust, from intangible
personal property taxes levied by Kansas counties, cities and townships,
(2) conservation of capital, and (3) liquidity of investment (see "Objectives of
the Trusts"). For a listing of the Bonds, if any, subject to the Federal
alternative minimum tax, see Part One of this Prospectus. The payment of
interest and the preservation of capital are dependent upon the continuing
ability of the issuers and/or obligors of the Bonds to meet their respective
obligations. Certain of the Bonds are obligations which derive their payment
from mortgage loans. A substantial portion of such Bonds will probably be
redeemed prior to their scheduled maturities; any such early redemption will
reduce the aggregate principal amount of the affected Trust and may also affect
the Estimated Long-Term Return and the Estimated Current Return. Depending on
which Bonds are redeemed at any given time, the then Estimated Current Return
may be higher, lower or unchanged from the Estimated Current Return that existed
immediately prior to such redemption. There is no assurance that the Trusts'
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is that date as set forth
in Part One of this Prospectus.
RANSON & ASSOCIATES, INC.
Sponsor
<PAGE>
objectives will be met. The Sponsor of the Trusts is Ranson & Associates, Inc.,
Suite 150, 250 North Rock Road, Wichita, Kansas 67206.
Public Offering Price. The secondary market Public Offering Price will be
equal to the aggregate bid price of the Bonds in the portfolio of a Trust
divided by the number of Units outstanding, plus a sales charge as set forth in
Part One of this Prospectus under "Summary of Essential Financial Information."
If the Bonds in the Trusts were available for direct purchase by investors, the
purchase prices of the Bonds would not include the sales charge included in the
Public Offering Price of the Units. See "Public Offering Information." In
addition, the Public Offering Price will have added to it the proportionate
share of accrued and undistributed interest to the date of settlement (three
business days after order). See "Accrued Interest." The value of the Bonds
will fluctuate with market and credit conditions, including any changes in
interest rate levels.
The Units. Each Unit represents a fractional undivided interest in the
principal and net income of a Trust. The minimum purchase is one Unit.
Distributions. Distributions of interest received by a Trust will be made
on a monthly basis (prorated on an annual basis) on the first day of each month
to holders of record on the fifteenth day of the preceding month. Distributions
of funds in the Principal Account, if any, will also be made monthly on the
first day of each month to holders of record on the fifteenth day of the
preceding month. See "Distribution of Interest and Principal."
Estimated Current Return and Estimated Long-Term Return. The Estimated
Current Return is calculated by dividing the estimated net annual interest
income per Unit by the Public Offering Price. The estimated net annual interest
income per Unit will vary with any changes in fees and expenses of the Trustee
and the Evaluator and with the principal prepayment, redemption, maturity,
exchange or sale of the Bonds. The Public Offering Price will vary with any
changes in the bid prices of the underlying Bonds. There is, therefore, no
assurance that the Estimated Current Return will be realized in the future. The
Estimated Long-Term Return is calculated using a formula which (1) takes into
consideration, and determines and factors in the relative weightings of, the
market values, yields (which takes into account the amortization of premiums and
the accretion of discounts) and estimated retirements of all of the Bonds in a
Trust and (2) takes into account a compounding factor and the expenses and sales
charge associated with each Trust Unit. Since the market values and estimated
retirements of the Bonds and the expenses of a Trust will change, there is no
assurance that the present Estimated Long-Term Return will be realized in the
future. The Estimated Current Return and Estimated Long-Term Return are
expected to differ because the calculation of the Estimated Long-Term Return
reflects the estimated date and amount of principal returned while the Estimated
Current Return calculation includes only net annual interest income and Public
Offering Price.
Redemption and Market For Units. A Certificateholder may redeem Units at
the office of the Trustee (see "Trustee Information"), at prices based upon the
bid prices of the Bonds. In addition, although not obligated to do so, the
-2-
<PAGE>
Sponsor intends to maintain a secondary market for the Units at prices based
upon the aggregate bid price of the Bonds in the portfolio of the Trusts (see
"Redemption and Repurchase of Units").
SUMMARY OF THE TRUSTS
Each series of the Trust is one of a series of unit investment trusts
created under the laws of the State of Missouri pursuant to a Trust Indenture
and Agreement (the "Indenture") between Ranson & Associates, Inc., as Sponsor,
and Bank of New York, as Trustee, or their predecessors.
Each Trust consists of a portfolio of interest bearing obligations issued
by or on behalf of the state for which such Trust is named and political
subdivisions, municipalities and authorities thereof, the interest on which is
excludable, in the opinion of recognized bond counsel, from federal gross
income, from state income taxes to the extent indicated when held by residents
of the state where the issuers of the Bonds in such Trust are located, and in
the case of a Kansas Trust, from local Kansas intangible personal property
taxes. However, interest on all obligations held by a Trust may be subject to
the alternative minimum tax for Federal income tax purposes. Accordingly, the
Trusts may be appropriate only for investors who are not subject to the
alternative minimum tax. See "Tax Status (Federal, State, Capital Gains)." An
investment in a Trust should be made with an understanding of the risks
associated with an investment in such obligations. Fluctuations in interest
rates may cause corresponding fluctuations in the value of the Bonds in a
portfolio. The Sponsor cannot predict whether the value of the Bonds in a
portfolio will increase or decrease.
Each Unit offered represents that fractional undivided interest in a Trust
indicated under "Summary of Essential Financial Information" in Part One of this
Prospectus. To the extent that any Units are redeemed by the Trustee, the
fractional undivided interest in a Trust represented by each unredeemed Unit
will increase, although the actual interest in a Trust represented by such
fraction will remain unchanged. Units in a Trust will remain outstanding until
redeemed upon tender to the Trustee by Certificateholders, which may include the
Sponsor, or until the termination of the Indenture.
The Indenture may be amended at any time by consent of Certificateholders
representing at least 51% of the Units of a Trust then outstanding. The
Indenture may also be amended by the Trustee and the Sponsor without the consent
of any of the Certificateholders (1) to cure any ambiguity or to correct or
supplement any provision thereof which may be defective or inconsistent, or
(2) to make such other provisions as shall not adversely affect the interest of
the Certificateholders, provided, however, that the Indenture may not be amended
to increase the number of Units issuable thereunder or to permit the deposit or
acquisition of bonds either in addition to, or in substitution for any of the
Bonds initially deposited in a Trust except in connection with the substitution
of refunding bonds under certain circumstances. The Trustee shall advise the
Certificateholders of any amendment promptly after the execution thereof.
-3-
<PAGE>
The Trust may be terminated at any time by consent of Certificateholders
representing at least 51% of the Units of a Trust then outstanding or by the
Trustee when the value of a Trust, as shown by any semi-annual evaluation, is
less than 20% of the original principal amount of the Trust. The Indenture will
terminate upon the redemption, sale or other disposition of the last Bond held
in a Trust, but in no event shall it continue beyond the end of the calendar
year preceding the fiftieth anniversary of its execution.
Written notice of any termination specifying the time or times at which
Certificateholders may surrender their certificates for cancellation shall be
given by the Trustee to each Certificateholder at the address appearing on the
registration books of a Trust maintained by the Trustee. The Trustee will begin
to liquidate any Bonds held in a Trust within a reasonable period of time from
said notification and shall deduct from the proceeds any accrued costs, expenses
or indemnities provided by the Indenture, including any compensation due the
Trustee, any costs of liquidation and any amounts required for payment of any
applicable taxes, governmental charges or final operating costs of a Trust.
The Trustee shall then distribute to Certificateholders their pro rata
shares of the remaining balances in the Principal and Interest Accounts together
with a final distribution statement which will be in substantially the same form
as the annual distribution statement (see "Other Rights of Certificateholders").
Any amount held by the Trustee in any reserve account will be distributed when
the Trustee determines the reserve is no longer necessary in the same manner as
the final distribution from the Principal and Interest Accounts (see
"Distribution of Interest and Principal").
The Sponsor and the Trustee shall be under no liability to
Certificateholders for taking any action or for refraining from any action in
good faith pursuant to the Indenture, or for errors in judgment, but shall be
liable only for their own negligence, lack of good faith or willful misconduct.
The Trustee shall not be liable for depreciation or loss incurred by reason of
the sale by the Trustee of any of the Bonds. In the event of the failure of the
Sponsor to act under the Indenture, the Trustee may act thereunder and shall not
be liable for any action taken by it in good faith under the Indenture.
The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Bonds or upon the interest thereon or upon it
as Trustee under the Indenture or upon or in respect of a 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.
Certain of the Bonds in a Trust may be "zero coupon" bonds. Zero coupon
bonds are purchased at a deep discount because the buyer receives only the right
to receive a final payment at the maturity of the bond 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 zero coupon bonds) is that a
fixed yield is earned not only on the original investment but also, in effect,
on all discount earned during the life of such obligation. This implicit
reinvestment of earnings at the same rate eliminates the risk of being unable to
reinvest the income on such obligation at a rate as high as the implicit yield
-4-
<PAGE>
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, zero coupon bonds
are subject to substantially greater price fluctuations during periods of
changing market interest rates than are securities of comparable quality which
pay interest currently. See "Notes to Trust Portfolio" in Part One of this
Prospectus.
DESCRIPTION OF TRUST PORTFOLIOS
Kansas Trusts. Recovery from the adverse effects of layoffs, business
closures and widespread flooding that occurred in 1993 characterized the Kansas
economy in 1994. The continued effects of layoffs and restructuring slowed
employment growth in Kansas during 1994 and employment growth lagged behind the
national rate. The unemployment rate rose from 5.0% in 1993 to a monthly
average of 5.3% in 1994.
During 1995, the Kansas economy improved and in 1996, Kansas employment
reflected a strong economy. Labor force employment showed an increase of 34,000
from November 1995 to November 1996. The 11-month average (January 1996-
November 1996) unemployment rate for the state was 4.0%, the lowest 11-month
average since 1979. During 1995 and 1996, the unemployment rate decreased from
4.4% to 3.9%, respectively. This compares favorably with a national
unemployment rate in 1995 and 1996 of 5.6% and 5.4%, respectively.
In 1993 and 1994, the slowdown in employment growth was concentrated in the
goods producing industries of manufacturing and mining. Employment growth in
Kansas trailed national employment growth in all major employment categories
except manufacturing and government. The situation improved in the following
years.
In 1996, jobs across Kansas were up 2.3%, for a net increase of 27,100 new
jobs. There was a 3.8% growth rate from October 1995 to October 1996. National
job growth for the same period was 2.1%. Total non-farm employment as of
October 1996 was 1,233,200. This was 19,000 higher than the previous year.
Trade led growth with the addition of 8,700 new jobs. Manufacturing employment
rose by 4,600 over the year, primarily from increased production of aircraft and
parts. More business in special trade contracting and heavy construction added
3,600 construction jobs during the year. Services employment rose by 2,300,
with substantial increases in social, management, and business services.
Transportation-utilities added 2,100 jobs, primarily from growth in
communications firms. Gains in banking and insurance provided most of the 1,500
new jobs in the finance division. Mining edged up only 100 over the year.
Government had the only decrease, down 3,900 from October 1995.
Per capita personal income increased 4.7% from $20,851 in 1994 to $21,841
in 1995 (higher than the 1993-94 increase of 4.4%). Kansas's per capita
personal income in 1995 was 94% of the national figure ($23,208) and Kansas
ranked 23rd among the states in per capita personal income.
-5-
<PAGE>
Total personal income in Kansas in 1994 and 1995 was $53.25 million and
$56.03 million, respectively, an increase of 5.2% (same as in 1993-94). During
the first quarter of 1996, this number increased to $58.15 million. Personal
income increased from $57,908 in the first quarter of 1996 to $58,661 in the
second quarter of 1996, an increase of 1.3%. Kansas personal income is
estimated to increase 5.2% in 1996 and 5.0% in 1997.
To ensure appropriate balances, the 1990 Kansas legislature enacted
legislation that established minimum ending balances for the State General Fund.
The act established targeted year-end State General Fund balances as a
percentage of state expenditures for the forthcoming fiscal year. This act
phased in over several years and now requires an ending balance of at least 7.5%
of expenditures and demand transfers. The act provides that the Governor's
budget recommendations and legislative-approved budget must adhere to the
balance targets.
The Governor's recommendations for receipts and expenditures would provide
an ending balance of 7.5% of expenditures and demand transfers in fiscal year
1996 and 7.6% in fiscal year 1997. Although not required by law, the Governor
adjusted the fiscal year 1996 budget to assure the targeted ending balance
requirement through the announced 1.5% rescission and other budget savings.
These actions were necessary given the shortfall that occurred in fiscal year
1995 receipts, resulting in reduced estimates for fiscal year 1996 receipts and
supplemental appropriations necessary in education and other areas. The effect
of a regulation change (Real Estate Settlement Procedures Act) alone required an
additional $30.0 million for schools based on changes the act made in the timing
of property tax payments.
For fiscal year 1997, the budget recommendations produce receipts in excess
of expenditures of $5.1 million, a marked change from the deficits of $91.0
million and $106.6 million in the prior two fiscal years. Given that the state
is projected to reach the minimum ending balance in fiscal year 1996, this
"balancing" was necessary to continue to meet the targeted ending balance
requirements. The budget presented by the Governor meets the targeted balance
and corrects the spending imbalance (that occurred during fiscal years 1987 to
1993) without a proposed tax rate increase.
Adjusted estimated receipts to the State General Fund for fiscal year 1996
are $3,368.0 million. The estimate is a 4.6%, or $149.2 million, increase over
fiscal year 1995 revenues of $3,218.8 million. Expenditures for fiscal years
1995 and 1996 were $3,309.8 million, and $3,474.5 million, respectively.
The estimated receipts of $3,526.9 million for fiscal year 1997 represent a
4.7% increase above fiscal year 1996 receipts adjusted for the Governor's
recommendations. This is an increase of $159.0 million above the adjusted
fiscal year 1996 amount. Increases to the estimate of $8.8 million are based on
acceleration of the transfer of the State Gaming Revenues Fund of receipts over
$50.0 million. The State General Fund expenditures of $3,521.8 million are
recommended by the Governor for fiscal year 1997.
-6-
<PAGE>
Total receipts to the state were $7.39 billion in fiscal year 1995. Net
receipts are projected to remain constant in fiscal year 1996 (at $7.49
billion), and then grow by $189.2 million in fiscal year 1997, an increase of
2.6%. The Governor recommends fiscal year 1997 expenditures from all funding
sources of $7.81 billion. Approximately 57.1% of that total budget is
recommended for aid to local governments (30.6%) or for direct assistance
payments for individuals (26.6%).
Balances in funds in the state budget are projected to experience a net
decline from $1.2 billion to $683.2 million during fiscal year 1996. This
reduction of $513.1 million is primarily attributable to the reduction in
balances of the State Highway Fund of $352.5 million and a reduction of the
balance in the State General Fund of $106.6 million, a total between the two
funds of $459.1 million.
In fiscal year 1997, the reduction in the ending balance of $233.8 million
is almost entirely the result of a decline of the State Highway Fund balances of
$212.8 million. Reduction in the State Highway Fund balances are to be
expected, because dollars reserved for the Comprehensive Highway Program are
being expended as major highway construction projects to be completed in fiscal
year 1996 and fiscal year 1997.
Individual income taxes account for the largest source of revenue, totaling
$1.410 billion in fiscal year 1996. The next largest category, sales and use
taxes, is projected to generate $1.392 billion for the State General Fund in
fiscal year 1997.
Nebraska Trusts. Preliminary data from the State Department of Labor show
the Nebraska labor force totaled a seasonally adjusted 917,048 in January 1997,
or 0.8 percent more than a year earlier. The annual average Nebraska
unemployment rate has been among the lowest in the nation for the last six
years. In January 1997, Department of Labor data show the Nebraska seasonally
adjusted unemployment rate was 2.5 percent, compared to a national average of
5.4 percent.
The annual average Nebraska unemployment rate was 2.8 percent in 1991, 3.0
percent in 1992, 2.6 percent in 1993, 2.9 percent in 1994 and 2.6 percent in
1995; compared to 6.7 percent, 7.4 percent, 6.8 percent, 6.1 percent and 5.6
percent overall in the United States.
Growth in non-farm payroll employment in Nebraska has generally been
positive in recent months and years. From November 1995 to November 1996,
preliminary U.S. Department of Labor data suggest non-farm payroll employment
increased by approximately 20,400 in Nebraska, or by 2.5 percent. In November,
the number of jobs totaled an estimated 846,800.
In 1991, the average number of Nebraska non-farm payroll jobs was 739,200.
That number increased 1.5 percent to 750,100 in 1992; 2.3 percent to 767,200 in
1993; 3.8 percent to 796,100 in 1994; and 2.4 percent to 815,100 in 1995. Over
the same period, U.S. non-agricultural employment increased 1.9 percent in 1993;
increased 3.0 percent in 1994; and increased 2.3 percent in 1995.
-7-
<PAGE>
Manufacturing jobs have grown in Nebraska in recent years, while generally
declining nationally. Nebraska manufacturing jobs totaled an estimated 114,600
in November 1996, or 2.3 percent more than a year earlier.
The number of manufacturing jobs in Nebraska averaged 99,600 in 1991; then
increased to 100,700 in 1992 (1.1 percent); increased to 103,800 in 1993 (3.1
percent); increased to 108,800 in 1994 (4.8 percent); and increased to 111,800
in 1995 (2.7 percent). Overall in the United States, the number of
manufacturing jobs declined 1.6 percent in 1992; decreased 0.6 percent in 1993;
increased 0.3 percent in 1994; and increased 0.5 percent in 1995.
Nebraska's per capita income has historically been below the average of
United States, although the gap has closed in recent years. In 1991, Nebraska
per capita income was 92.2 percent of the national average; in 1995, it was 92.5
percent.
Per capita personal income in the state grew from $18,096 in 1991; to
$19,284 in 1992, a 6.6 percent increase; to $19,727 in 1993, a 2.3 percent
increase; to $20,555 in 1994, a 4.1 percent increase; and to $21,477 in 1995, a
4.5 percent increase. From 1994 to 1995, national per capita income grew from
$22,047 to $23,208, a 5.3 percent increase. Total personal income in Nebraska
increased 5.3 percent in 1995, or from $33,366,000,000 in 1994 to
$35,161,000,000 in 1995. That was below the national growth rate of 6.2
percent.
The cost of living in Nebraska is generally below the national average.
Where the national average is 100.0, the four Nebraska communities surveyed
averaged a composite 94.1 rating in the third quarter of 1996. In individual
cost of living sectors, Nebraska scored below the national average in the
indices for utilities, health care and miscellaneous goods and services. Omaha
was above the national average in transportation costs; one non-metropolitan
city in the survey was above the national average for grocery items and one
above for housing.
With Nebraska's economic gains in recent years have come population
increases through positive net migration. Reversing a long period of net out-
migration from 1974 to 1990, an estimated 20,509 more people moved to Nebraska
than left from 1990 to 1996. Natural increases (births exceeding deaths) also
helped boost the state's total population from the 1,578,417 recorded in the
1990 Census to an estimated 1,652,093 in 1996.
The Bureau of Business Research of the University of Nebraska-Lincoln
estimates that annual average non-farm employment in the state will grow 1.8
percent in both 1997 and 1998. Personal income is expected to grow 6.7 percent
in 1997 and 5.4 percent in 1998. Largely because of income growth, total
taxable retail sales will grow 6.7 percent in 1997 and 6.0 percent in 1998. If
inflation projections hold, real gains in taxable retail sales will average over
3.0 percent over the next two years. Thus, as in the recent past, steady growth
will characterize the Nebraska economy in the near future.
Fiscal year 1997 started with a beginning cash balance of $247.8 million,
and after carryover obligations of $118.5 million, the unobligated beginning
-8-
<PAGE>
balance was $129.4 million. Total net receipts are estimated to be $1,926.6
million for fiscal year 1997 and appropriations are projected at $1,884.6
million. The ending balance in the general fund for fiscal year 1997 is
projected at $171.3 million.
For Fiscal Year 1998, the beginning balance of Nebraska's General Fund is
forecast to be $206.3 million, which includes $40 million in public assistance
savings, and a deficit of $5.0 million for a total of $171.3 million. Total
estimated net receipts for Fiscal Year 1998 is $1,923.1 million. Appropriations
total $1,965.5 million, a 4.3 percent increase over Fiscal Year 1997, which
includes appropriations for aid to individual and local governments, state
operations and higher education, and capital construction. The ending balance
for Fiscal Year 1998 is expected to be $163.9 million, with a cash reserve of
$40.9 million. The following programs received major increases in state aid:
education, salary increases for state employees, public assistance and
corrections operating costs. The largest increase is for state aid to schools.
General. The foregoing information constitutes only a brief summary of
some of the financial difficulties which may impact certain issuers of Bonds and
does not purport to be a complete or exhaustive description of all adverse
conditions to which the issuers in the Kansas and Nebraska Trusts are subject.
Additionally, many factors including national economic, social and environmental
policies and conditions, which are not within the control of the issuers of
Bonds, could affect or could have an adverse impact on the financial condition
of the respective State and various agencies and political subdivisions located
in the respective State. The Sponsor is unable to predict whether or to what
extent such factors or other factors may affect the issuers of Bonds, the market
value or marketability of the Bonds or the ability of the respective issuers of
the Bonds acquired by the Kansas or Nebraska Trusts to pay interest on or
principal of the bonds.
Certain of the Bonds in a Trust may be obligations which derive their
payment from mortgage loans. Included among these Bonds may be single family
mortgage revenue bonds issued for the purpose of acquiring from originating
financial institutions notes secured by mortgages on residences located within
the issuer's boundaries and owned by persons of low or moderate income. In view
of this, an investment in a Trust should be made with an understanding of the
characteristics of such issuers and the risks which such an investment may
entail. Mortgage loans are generally partially or completely prepaid prior to
their final maturities as a result of events such as sale of the mortgaged
premises, default, condemnation or casualty loss. Because these bonds are
subject to extraordinary mandatory redemption in whole or in part from such
prepayments on mortgage loans, a substantial portion of such bonds will probably
be redeemed prior to their scheduled maturities or even prior to their ordinary
call dates. Extraordinary mandatory redemption without premium could also
result from the failure of the originating financial institutions to make
mortgage loans in sufficient amounts within a specified time period.
Additionally, unusually high rates of default on the underlying mortgage loans
may reduce revenues available for the payment of principal of or interest on
such mortgage revenue bonds. These bonds were issued under Section 103A of the
Internal Revenue Code, which Section contains certain requirements relating to
the use of the proceeds of such bonds in order for the interest on such bonds to
retain its tax-exempt status. In each case the issuer of the bonds has
-9-
<PAGE>
covenanted to comply with applicable requirements and bond counsel to such
issuer has issued an opinion that the interest on the bonds is exempt from
Federal income tax under existing laws and regulations. Certain of the Bonds in
a Trust may be obligations of issuers whose revenues are primarily derived from
mortgage loans to housing projects for low to moderate income families. The
ability of such issuers to make debt service payments will be affected by events
and conditions affecting financed projects, including, among other things, the
achievement and maintenance of sufficient occupancy levels and adequate rental
income, increases in taxes, employment and income conditions prevailing in local
labor markets, utility costs and other operating expenses, the managerial
ability of project managers, changes in laws and governmental regulations, the
appropriation of subsidies and social and economic trends affecting the
localities in which the projects are located. The occupancy of housing projects
may be adversely affected by high rent levels and income limitations imposed
under Federal and state programs. Certain issuers of housing bonds have
considered various ways to redeem bonds they have issued prior to the stated
first redemption dates for such bonds. In one situation an issuer, in reliance
on its interpretation of certain language in the indenture under which one of
its bond issues was created, redeemed all of such issue at par in spite of the
fact that such indenture provided that the first optional redemption was to
include a premium over par and could not occur prior to a later date. In
connection with the housing bonds held by a Trust, the Sponsor at the date of
this Prospectus is not aware that any of the respective issuers of such Bonds
are actively considering the redemption of such Bonds prior to their respective
stated initial call dates. For a general discussion of the effects of Bond
prepayments and redemptions on Certificateholders who acquired Units at a time
when such Bonds were valued in excess of the principal amount or redemption
price of such Bonds, see "Bond Redemptions" below.
Certain of the Bonds in a Trust may be health care revenue bonds. In view
of this, an investment in a Trust should be made with an understanding of the
characteristics of such issuers and the risks which such an investment may
entail. Ratings of bonds issued for health care facilities are often based on
feasibility studies that contain projections of occupancy levels, revenues and
expenses. A facility's gross receipts and net income available for debt service
will be affected by future events and conditions including, among other things,
demand for services and the ability of the facility to provide the services
required, physicians' confidence in the facility, management capabilities,
economic developments in the service area, competition, efforts by insurers and
governmental agencies to limit rates, legislation establishing state rate-
setting agencies, expenses, the cost and possible unavailability of malpractice
insurance, the funding of Medicare, Medicaid and other similar third party payor
programs, and government regulation. Federal legislation requires a system of
prospective Medicare reimbursement which may restrict the flow of revenues to
hospitals and other facilities which are reimbursed for services provided under
the Medicare program. Future legislation or changes in the areas noted above,
among other things, would affect all hospitals to varying degrees and,
accordingly, any adverse changes in these areas may adversely affect the ability
of such issuers to make payment of principal and interest on Bonds held in the
portfolio of a Trust. Such adverse changes also may adversely affect the
ratings of the Bonds held in the portfolio of the Trust.
-10-
<PAGE>
Certain of the Bonds in a Trust may be obligations whose revenues are
primarily derived from the sale of electric energy. Utilities are generally
subject to extensive regulation by state utility commissions which, among other
things, establish the rates which may be charged and the appropriate rate of
return on an approved asset base. The problems faced by such issuers include
the difficulty in obtaining approval for timely and adequate rate increases from
the governing public utility commission, the difficulty in financing large
construction programs, the limitations on operations and increased costs and
delays attributable to environmental considerations, increased competition,
recent reductions in estimates of future demand for electricity in certain areas
of the country, the difficulty of the capital market in absorbing utility debt,
the difficulty in obtaining fuel at reasonable prices and the effect of energy
conservation. All of such issuers have been experiencing certain of these
problems in varying degrees. In addition, Federal, state and municipal
governmental authorities may from time to time review existing and impose
additional regulations governing the licensing, construction and operation of
nuclear power plants, which may adversely affect the ability of the issuers of
such Bonds to make payments of principal and/or interest on such Bonds.
Certain of the Bonds in a Trust may be transportation revenue bonds.
Payment on such bonds is dependent on revenues from projects such as tolls on
turnpikes. Therefore, payment may be adversely affected by a reduction in
revenues due to such factors as competition from toll-free vehicular bridges and
roads, increased cost of maintenance, lower cost of alternative modes of
transportation and a reduction in the availability of fuel to motorists or
significant increases in the costs thereof.
Certain of the Bonds in a Trust may be obligations which derive their
payment primarily or solely by revenues from the ownership and operation of
particular facilities, such as correctional facilities, parking facilities,
convention centers, arenas, museums and other facilities owned or used by a
charitable entity. Payment on bonds related to such facilities is, therefore,
primarily or solely dependent on revenues from such projects, including user
fees charges and rents. Such revenues may be affected adversely by increased
construction and maintenance costs or taxes, decreased use, competition from
alternative facilities, reduction or loss of rents or the impact of
environmental considerations.
Certain of the Bonds in a Trust may consist of obligations of issuers which
are, or which govern the operation of colleges and universities and whose
revenues are derived mainly from tuition, dormitory revenues, grants and
endowments. General problems relating to college and university obligations
would include the prospect of a declining percentage of the population
consisting of "college" age individuals, possible inability to raise tuitions
and fees sufficiently to cover increased operating costs, the uncertainty of
continued receipt of Federal grants and state funding and new government
legislation or regulations which may adversely affect the revenues or costs of
such issuers. All of such issuers have been experiencing certain of these
problems in varying degrees.
Bond Redemptions. Because certain of the Bonds in a Trust may from time to
time under certain circumstances be sold or redeemed or will mature in
accordance with their terms and because the proceeds from such events will be
-11-
<PAGE>
distributed to Certificateholders and will not be reinvested, no assurance can
be given that a Trust will retain for any length of time its present size and
composition. Neither the Sponsor nor the Trustee shall be liable in any way for
any default, failure or defect in any Bond. The Trustee has no power to vary
the investments of the Trust, i.e., the Trustee has no managerial power to take
advantage of market variations to improve a Certificateholder's investment.
Certain of the Bonds in the Trusts are subject to redemption prior to their
stated maturity date pursuant to sinking fund provisions, call provisions or
extraordinary optional or mandatory redemption provisions. A sinking fund is a
reserve fund accumulated over a period of time for retirement of debt. A
callable debt obligation is one which is subject to redemption or refunding
prior to maturity at the option of issuer. A refunding is a method by which a
debt obligation is redeemed, at or before maturity, by the proceeds of a new
debt obligation. In general, call provisions are more likely to be exercised
when the offering side valuation is at a premium over par than when it is at a
discount from par. The portfolio in Part One of this Prospectus contains a
listing of the sinking fund and call provisions, if any, with respect to each of
the debt obligations. Extraordinary optional redemptions and mandatory
redemptions result from the happening of certain events. Generally, events that
may permit the extraordinary optional redemption of Bonds or may require the
mandatory redemption of Bonds include, among others: a final determination that
the interest on the Bonds is taxable; the substantial damage or destruction by
fire or other casualty of the project for which the proceeds of the Bonds were
used; an exercise by a local, state or Federal governmental unit of its power of
eminent domain to take all or substantially all of the project for which the
proceeds of the Bonds were used; changes in the economic availability of raw
materials, operating supplies or facilities or technological or other changes
which render the operation of the project for which the proceeds of the Bonds
were used uneconomic; changes in law or an administrative or judicial decree
which renders the performance of the agreement under which the proceeds of the
Bonds were made available to finance the project impossible or which creates
unreasonable burdens or which imposes excessive liabilities, such as taxes, not
imposed on the date the Bonds are issued on the issuer of the Bonds or the user
of the proceeds of the Bonds; an administrative or judicial decree requires the
cessation of a substantial part of the operations of the project financed with
the proceeds of the Bonds; an overestimate of the costs of the project to be
financed with the proceeds of the Bonds resulting in excess proceeds of the
Bonds which may be applied to redeem Bonds; or an underestimate of a source of
funds securing the Bonds resulting in excess funds which may be applied to
redeem Bonds. See "Trust Portfolio" and "Notes to Trust Portfolio" in Part One.
Certain of the Bonds in a Trust may have been purchased by the Trust at premiums
over the par value (principal amount) of such Bonds (see "Trust Portfolio" in
Part One). To the extent Certificateholders acquire their Units at a time Bonds
are valued at a premium over such par value and such Bonds are subsequently
redeemed or prepaid at par or for less than such valuations, Certificateholders
will likely sustain losses in connection with such redemptions or prepayments.
For the tax effects of Bond redemptions generally, see "Tax Status (Federal,
State, Capital Gains)."
General. To the best knowledge of the Sponsor there is no litigation
pending as of the date of this Prospectus in respect of any Bonds which might
reasonably be expected to have a material adverse effect upon a Trust. At any
time during the life of the Trust, litigation may be initiated on a variety of
-12-
<PAGE>
grounds with respect to Bonds in a Trust. Such litigation as, for example,
suits challenging the issuance of pollution control revenue bonds under
environmental protection statutes, may affect the validity of such Bonds or the
tax-free nature of the interest thereon. While the outcome of litigation of
such nature can never be entirely predicted, the Trusts have received opinions
of bond counsel to the issuing authorities of each Bond on the date of issuance
to the effect that such Bonds have been validly issued and that the interest
thereon is exempt from Federal income tax. In addition, other factors may arise
from time to time which potentially may impair the ability of issuers to meet
the obligations undertaken with respect to the Bonds.
OBJECTIVES OF THE TRUSTS
The Trusts have been formed to provide Certificateholders interest income
which is exempt from federal income taxes, from state income taxes when held by
residents of the state where the issuers of the Bonds in such Trust are located,
and, in the case of a Kansas Trust, from local Kansas intangible personal
property taxes. In addition, the Trusts also have objectives which include
conservation of capital and liquidity of investment. There is no assurance that
the Trusts' objectives will be met.
In selecting Bonds for a Trust, the following factors, among others, were
considered by the Sponsor: (a) either the Standard & Poor's Corporation rating
of the Bonds was in no case less than "BBB-" or the Moody's Investors Service,
Inc. rating of the Bonds was in no case less than "Baa3" including provisional
or conditional ratings, respectively, or, if not rated, the Bonds had, in the
opinion of the Sponsor, credit characteristics sufficiently similar to the
credit characteristics of interest-bearing tax-exempt obligations that were so
rated as to be acceptable for acquisition by a Trust (see "Description of Bond
Ratings") and (b) the prices of the Bonds relative to other bonds of comparable
quality and maturity. Medium-quality Bonds (rated BBB or A by S&P or Baa or A
by Moody's) are obligations of issuers that are considered to possess adequate,
but not outstanding, capacities to service the obligations. Investment in
medium-quality debt securities involves greater investment risk, including the
possibility of issuer default or bankruptcy, than investment in higher-quality
debt securities. An economic downturn could severely disrupt this market and
adversely affect the value of outstanding bonds and the ability of the issuers
to repay principal and interest. During a period of adverse economic changes,
including a period of rising interest rates, issuers of such bonds may
experience difficulty in servicing their principal and interest payment
obligations. Medium-quality debt securities tend to be less marketable than
higher-quality debt securities because the market for them is less broad.
During periods of thin trading in these markets, the spread between bid and
asked prices is likely to increase significantly, and a Trust may have greater
difficulty selling the medium-quality debt securities in its portfolio. After
the creation of a Trust, a Bond may cease to be rated or its rating may be
reduced below such minimum standards. Neither event requires elimination of
such Bond from a portfolio but may be considered in the Sponsor's determination
as to whether or not to direct the Trustee to dispose of the Bond (see "Trustee
Information").
Each Trust consists of a portfolio of fixed rate, long-term debt
obligations. An investment in a Trust should be made with an understanding of
the risks associated with an investment in such obligations. Fluctuations in
-13-
<PAGE>
interest rates may cause corresponding fluctuations in the value of the Bonds in
a portfolio. The Sponsor cannot predict whether the value of the Bonds in a
portfolio will increase or decrease.
ESTIMATED CURRENT RETURN AND ESTIMATED LONG-TERM RETURN
The Estimated Current Return is calculated by dividing the estimated net
annual interest income per Unit by the Public Offering Price. The estimated net
annual interest income per Unit will vary with changes in fees and expenses of
the Trustee and the Evaluator and with the principal prepayment, redemption,
maturity, exchange or sale of Securities while the Public Offering Price will
vary with changes in the offering price of the underlying Securities; therefore,
there is no assurance that the present Estimated Current Return will be realized
in the future. Estimated Long-Term Return is calculated using a formula which
(1) takes into consideration, and determines and factors in the relative
weightings of, the market values, yields (which takes into account the
amortization of premiums and the accretion of discounts) and estimated
retirements of all of the Securities in a Trust and (2) takes into account a
compounding factor and the expenses and sales charge associated with each Trust
Unit. Since the market values and estimated retirements of the Securities and
the expenses of a Trust will change, there is no assurance that the present
Estimated Long-Term Return will be realized in the future. Estimated Current
Return and Estimated Long-Term Return are expected to differ because the
calculation of Estimated Long-Term Return reflects the estimated date and amount
of principal returned while the Estimated Current Return calculation includes
only net annual interest income and Public Offering Price.
PUBLIC OFFERING INFORMATION
Units in a Trust are offered at the Public Offering Price which is based on
the bid prices of the Bonds in the portfolio plus a sales charge set forth in
Part One of this Prospectus under "Summary of Essential Financial Information"
plus accrued and undistributed interest to the settlement date (three business
days after order). Units repurchased in the secondary market may be offered by
this Prospectus at the Public Offering Price in the manner described herein.
Although payment is normally made three business days following the order
for purchase, payment may be made prior thereto. A person will become the owner
of Units on the date of settlement provided payment has been received. 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.
Units offered by this Prospectus will be distributed to the public by the
Sponsor and certain dealers. Dealers will be allowed a concession equal to 4.5%
of the Public Offering Price; however, resales of Units by such dealers to the
public will be made at the Public Offering Price. The Sponsor reserves the
right to reject, in whole or in part, any order for the purchase of Units and to
-14-
<PAGE>
change the amount of the concession to dealers from time to time. The minimum
purchase will be one Unit.
Certain commercial banks are making Units of the Trusts available to their
customers on an agency basis. A portion of the sales charge paid by their
customers is retained by or remitted to the banks in an amount allowing a
concession equal to that shown above for dealers. Under the Glass-Steagall Act,
banks are prohibited from underwriting Trust Units; however, the Glass-Steagall
Act does permit certain agency transactions and the banking regulators have
indicated that these particular agency transactions are permitted under such
Act.
ACCRUED INTEREST
Accrued interest is the accumulation of unpaid interest on a bond from the
last day on which interest thereon was paid. Interest on Bonds in a Trust is
paid to the Trustee either monthly or semi-annually. However, interest on the
Bonds in a Trust is accounted for daily on an accrual basis. Because of this, a
Trust always has an amount of interest earned but not yet collected by the
Trustee because of coupons that are not yet due. For this reason, the Public
Offering Price of Units will have added to it the proportionate share of accrued
and undistributed interest to the date of settlement.
The Trustee has no cash for distribution to Certificateholders until it
receives interest payments on the Bonds in a Trust. The Trustee is obligated to
advance its own funds, at times, in order to make interest distributions. The
Trustee will recover such advances without interest or other costs to a Trust
from interest payments made on the Bonds. Interest Account balances are
established so that it will not be necessary on a regular basis for the Trustee
to advance its own funds in connection with such interest distributions. The
Interest Account balances are also structured so that there will generally be
positive cash balances and since the funds held by the Trustee will be used by
it to earn interest thereon, it benefits thereby (see "Expenses of the Trust").
If a Certificateholder sells or redeems all or a portion of his Units or if
the Bonds in a Trust are sold or otherwise removed or if the Trust is
liquidated, he or she will receive at that time his or her proportionate share
of the accrued interest computed to the settlement date in the case of sale or
liquidation and to the date of tender in the case of redemption.
REDEMPTION AND REPURCHASE OF UNITS
Certificateholders may redeem all or a portion of their Units by tender to
the Trustee, at its Unit Investment Trust Division office (see "Trustee
Information"), of the certificates representing Units to be redeemed, duly
endorsed or accompanied by proper instruments of transfer with signature
guaranteed. In order to effect a redemption of Units, Certificateholders must
tender their certificates to the Trustee or provide satisfactory indemnity
required in connection with lost, stolen or destroyed certificates. No
redemption fee will be charged. On the third business day following such
-15-
<PAGE>
tender, the Certificateholder will be entitled to receive in cash for each Unit
tendered an amount equal to the redemption price per Unit as next computed after
receipt by the Trustee of such tender of Units as determined by the bid price of
the Bonds in a Trust on the date of tender (the "Redemption Price") plus accrued
interest to, but not including, the date of redemption. The price received upon
redemption may be more or less than the amount paid by the Certificateholder
depending on the value of the Bonds on the date of tender. The value of the
Bonds will fluctuate with market and credit conditions, including any changes in
interest rate levels.
Accrued interest paid on redemption shall be withdrawn from the Interest
Account or, if the balance therein is insufficient, from the Principal Account.
All other amounts paid on redemption shall be withdrawn from the Principal
Account. In addition, the Trustee is empowered, with certain recommendations
allowed by the Sponsor, to sell Bonds in the portfolio of each Trust to make
funds available for redemption. Units redeemed shall be canceled and not be
available for reissuance.
The recognized date of tender is deemed to be the date on which Units are
received in proper form by the Trustee prior to 3:00 p.m. Central time. Units
received by the Trustee after 3:00 p.m. will be deemed to have their recognized
date of tender on the next business day on which the New York Stock Exchange 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
(see "Evaluation of the Trust").
To the extent that Bonds in the portfolio of a Trust are sold to meet
redemptions, the size and diversity of such Trust will be reduced. Such sales
may occur at a time when Bonds might not otherwise be sold which may result in
lower prices received on the Bonds than might be realized under normal trading
conditions.
Under regulations issued by the Internal Revenue Service, the Trustee will
be required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming
Certificateholder's tax identification number in the manner required by such
regulations. Any amount so withheld is transmitted to the Internal Revenue
Service and may be recovered by the Certificateholder only when filing his or
her tax return. Under normal circumstances the Trustee obtains the
Certificateholder's tax identification number from the selling broker at the
time the certificate is issued, and this number is printed on the certificate
and on distribution statements. If a Certificateholder's tax identification
number does not appear on the certificate or statements, or if it is incorrect,
the Certificateholder should contact the Trustee before presenting a certificate
for redemption to determine what action, if any, is required to avoid this back-
up withholding.
The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than for
customary weekend and holiday closings, or during which the Securities and
Exchange Commission determines that trading on that Exchange is restricted or an
emergency exists, as a result of which disposal or evaluation of the Bonds is
not reasonably practicable, or for such other periods as the Securities and
Exchange Commission may by order permit.
-16-
<PAGE>
The Trustee shall notify the Sponsor of any tender of Units for redemption.
If the Sponsor's Repurchase Price in the secondary market at that time equals or
exceeds the redemption price, it may purchase such Units by notifying the
Trustee before the close of business on the second succeeding business day and
by making payment therefor to the tendering Certificateholder not later than the
day on which payment would otherwise have been made by the Trustee. The Public
Offering Price of any Units thus acquired by the Sponsor will be in accord with
the procedure described in the then currently effective prospectus relating to
such Units. Units held by the Sponsor may be tendered to the Trustee for
redemption. Any profit or loss resulting from the resale or redemption of such
Units will belong to the Sponsor.
Although not obligated to do so, the Sponsor intends to maintain a market
for the Units offered hereby and to offer continuously to purchase such Units at
prices, subject to change at any time, based upon the aggregate bid prices of
the Bonds in a portfolio plus interest accrued to the date of settlement plus
any principal cash on hand, less any amounts representing taxes or other
governmental charges payable out of a Trust and less any accrued Trust expenses.
If the supply of Units exceeds demand or if some other business reason warrants
it, the Sponsor may either discontinue all purchases of Units or discontinue
purchases of Units at such prices. In the event that a market is not maintained
for the Units and the Certificateholder cannot find another purchaser, a
Certificateholder desiring to dispose of his Units may be able to dispose of
such Units only by tendering them to the Trustee for redemption at the
redemption price, which is based upon the aggregate bid prices of the Bonds in a
portfolio. The aggregate bid prices of the underlying Bonds in a Trust are
expected to be less than the related aggregate offering prices. A
Certificateholder who wishes to dispose of his Units should inquire of his
broker as to current market prices in order to determine whether there is in
existence any price in excess of the redemption price and, if so, the amount
thereof.
DISTRIBUTION OF INTEREST AND PRINCIPAL
Interest received by a Trust, including that part of the proceeds from the
disposition of Bonds, if any, which represents accrued interest, is credited by
the Trustee to the Interest Account. Any other receipts are credited to the
Principal Account. Interest received by a Trust will be distributed on or
shortly after the first day of each month on a pro rata basis to
Certificateholders of record as of the preceding record date (which is the
fifteenth day of the month next preceding the distribution). All distributions
will be net of applicable expenses. The pro rata share of cash in the Principal
Account will be computed on the fifteenth day of each month and will be
distributed to Certificateholders as of the first day of the next succeeding
month. Such principal distribution may be combined with any interest
distribution due to the Certificateholder at that time. Proceeds received from
the disposition of any of the Bonds in the portfolio of a Trust after each
record date and prior to the following distribution date will be held in the
Principal Account and not distributed until the next distribution date. The
Trustee is not required to pay interest on funds held in the Principal or
Interest Accounts (but may itself earn interest thereon and therefore benefit
from the use of such funds) nor to make a distribution from the Principal
Account unless the amount available for distribution shall equal at least $1.00
per Unit.
-17-
<PAGE>
The distribution to the Certificateholders as of each record date will be
made on the following distribution date or shortly thereafter and shall consist
of an amount substantially equal to the Certificateholder's pro rata share of
the estimated annual income after deducting estimated expenses. Because
interest payments are not received by a Trust at a constant rate throughout the
year, such interest distribution may be more or less than the amount credited to
the Interest Account as of the record date. For the purpose of minimizing
fluctuations in the distributions from the Interest Account, the Trustee is
authorized to advance such amounts as may be necessary to provide interest
distributions of approximately equal amounts. The Trustee shall be reimbursed,
without interest, for any such advances from funds in the Interest Account on
the ensuing record date. A person who purchases Units will commence receiving
distributions only after such person becomes a record owner. Notification to
the Trustee of the transfer of Units is the responsibility of the purchaser, but
in the normal course of business such notice is provided by the selling
broker/dealer.
As of the fifteenth day of each month, the Trustee will deduct from the
Interest Account and, to the extent funds are not sufficient therein, from the
Principal Account, amounts necessary to pay the expenses of a Trust (see
"Expenses of the Trusts"). The Trustee may also withdraw from said accounts an
amount, if deemed necessary, to fund a reserve for any governmental charges or
anticipated Trust expenses which may be payable out of the Trust. Amounts so
withdrawn will not be considered a part of the Trust's assets until such time as
the Trustee shall return all or part of the amount withdrawn to the appropriate
accounts. In addition, the Trustee may withdraw from the Interest and Principal
Accounts such amounts as may be necessary to cover redemptions of Units by the
Trustee (See "Description of Trust Portfolios" and "Redemption and Repurchase of
Units").
Funds which are available for future distributions, redemptions and payment
of expenses are held in accounts which are non-interest bearing to
Certificateholders and are available for use by the Trustee pursuant to normal
banking procedures.
DISTRIBUTION REINVESTMENT OPTION
The Sponsor has entered into arrangements with Ranson Managed Portfolios -
The Kansas Municipal Fund (the "Kansas Municipal Fund"), Ranson Managed
Portfolios - The Kansas Insured Intermediate Fund (the "Kansas Insured Municipal
Fund") and Ranson Managed Portfolios - The Nebraska Municipal Fund (the
"Nebraska Municipal Fund") which permit any Certificateholder of a Kansas Trust
to elect to have each distribution of interest income or principal, including
capital gains, on his Units automatically reinvested in shares of the Kansas
Municipal Fund or the Kansas Insured Municipal Fund, respectively and which
permit any Certificateholder of a Nebraska Trust to elect to have each
distribution of interest income or principal, including capital gains, on his
Units automatically reinvested in shares of the Nebraska Municipal Fund. The
investment objective of each of the Kansas Municipal Fund and the Kansas Insured
Municipal Fund is to provide its shareholders with a high level of current
income exempt from both Federal income tax and Kansas income tax as is
consistent with preservation of capital. The investment objective of the
Nebraska Municipal Fund is to provide its shareholders with as high a level of
current income exempt from both Federal income tax and Nebraska income tax as is
-18-
<PAGE>
consistent with preservation of capital. The objectives and policies of the
Kansas Municipal Fund, the Kansas Insured Municipal Fund and the Nebraska
Municipal Fund are presented in more detail in the Kansas Municipal Fund, the
Kansas Insured Municipal Fund and the Nebraska Municipal Fund prospectuses,
respectively. Certificateholders should contact the broker from whom they
obtained this Prospectus to obtain a current prospectus for the Kansas Municipal
Fund, the Kansas Insured Municipal Fund and the Nebraska Municipal Fund, or they
may obtain a current prospectus by contacting Ranson Capital Corporation at
(800) 601-5593.
Certificateholders will be able to reinvest their distributions of interest
income or principal in the Kansas Municipal Fund, the Kansas Insured Municipal
Fund or the Nebraska Municipal Fund with no sales charge and no minimum
investment.
A Certificateholder may at any time, by so notifying the Trustee in
writing, elect to terminate his participation in the Distribution Reinvestment
Option and receive future distributions on his Units in cash. There will be no
charge or other penalty for such termination. The Sponsor and the Kansas
Municipal Fund, the Kansas Insured Municipal Fund and the Nebraska Municipal
Fund each have the right to terminate the Distribution Reinvestment Option, in
whole or in part.
TAX STATUS (FEDERAL, STATE, CAPITAL GAINS)
At the respective times of issuance of the Bonds, opinions relating to the
validity thereof and to the exclusion of interest thereon from federal gross
income are rendered by bond counsel to the respective issuing authorities. In
addition, where applicable, bond counsel to the issuing authorities rendered
opinions as to the exemption of interest on such Bonds, when held by residents
of the state in which the issuers of such Bonds are located, from state income
taxes and certain state or local intangibles and local income taxes. Neither
the Sponsor nor its counsel have made any special review for the Trust of the
proceedings relating to the issuance of the Bonds or of the basis for the
opinions rendered in connection therewith. If the interest on a Bond should be
determined to be taxable, the Bond would generally have to be sold at a
substantial discount. In addition, investors could be required to pay income
tax on interest received prior to the date on which interest is determined to be
taxable. Gain realized on the sale or redemption of the Bonds by the Trustee or
of a Unit by a Certificateholder is income for state tax purposes. (It should
be noted in this connection that such gain does not include any amounts received
in respect of accrued interest or accrued original issue discount, if any.) If
a Bond is acquired with accrued interest, that portion of the price paid for the
accrued interest is added to the tax basis of the Bond. If a Bond is purchased
for a premium, the amount of the premium is added to the tax basis of the Bond.
Bond premium is amortized over the remaining term of the Bond, and the tax basis
of the Bond is reduced each tax year by the amount of the premium amortized in
that tax year.
-19-
<PAGE>
For purposes of the following opinions, it is assumed that each asset of a
Trust is debt the interest on which is excluded for federal income tax purposes.
In the opinion of Chapman and Cutler, Counsel to the Sponsor, under existing
law:
1) Each Trust is not an association taxable as a corporation for
federal income tax purposes and interest and accrued original issue
discount on the Bonds which are excluded from gross income under the
Internal Revenue Code of 1986 (the "Code") will retain its status when
distributed to the Certificateholder; however, such interest may be taken
into account in computing the alternative minimum tax, an additional tax on
branches of foreign corporations and the environmental tax (the "Superfund
Tax").
2) Each Certificateholder is considered to be the owner of a pro
rata portion of each asset of the Trust under subpart E, subchapter J of
Chapter 1 of the Code and will have a taxable event when a Trust disposes
of a Bond or when the Certificateholder redeems or sells Units. If the
Certificateholder disposes of a Unit, he is deemed thereby to dispose of
his entire pro rata interest in all assets of the Trust involved including
his pro rata portion of all the Bonds represented by a Unit. Legislative
proposals have been made that would treat certain transactions designed to
reduce or eliminate risk of loss and opportunities for gain as constructive
sales for purpose of recognition of gain (but not loss).
Certificateholders should consult their own tax advisors with regard to any
such constructive sale rules. Certificateholders must reduce the tax basis
of their Units for their share of accrued interest received by a Trust, if
any, on Bonds delivered after the date the Certificateholders pay for their
Units to the extent that such interest accrued on such Bonds before the
date a Trust acquired ownership of the Bonds (and the amount of this
reduction may exceed the amount of accrued interest paid to the seller)
and, consequently, such Certificateholder may have an increase in taxable
gain or reduction in capital loss upon the disposition of such Units. Gain
or loss upon the sale or redemption of Units is measured by comparing the
proceeds of such sale or redemption with the adjusted basis of the Units.
If the Trustee disposes of Bonds (whether by sale, payment on maturity,
redemption or otherwise), gain or loss is recognized to the
Certificateholder, subject to various nonrecognition provisions of the
Code. The amount of any such gain or loss is measured by comparing the
Certificateholder's pro rata share of the total proceeds from such
disposition with Certificateholder's basis for his or her fractional
interest in the asset disposed of. In the case of a Certificateholder who
purchases Units, such basis (before adjustment for earned original issue
discount and amortized bond premium, if any) is determined by apportioning
the cost of the Units among each of the Trust assets ratably according to
value as of the valuation date nearest the date of acquisition of the
Units. It should be noted that certain legislative proposals have been
made which could affect the calculation of basis for Certificateholders
holding securities that are substantially identical to the Bonds.
Certificateholders should consult their own tax advisors with regard to the
calculation of basis. The tax basis reduction requirements of said Code
relating to amortization of bond premium may, under some circumstances,
result in the Certificateholder realizing a taxable gain when his Units are
sold or redeemed for an amount equal to or less than his original cost. A
-20-
<PAGE>
Certificateholder will realize a taxable gain when his Units are sold or
redeemed for an amount greater than his adjusted basis in his Units at the
time of such sale or redemption.
Sections 1288 and 1272 of the Code provide a complex set of rules governing
the accrual of original issue discount. These rules provide that original issue
discount accrues either on the basis of a constant compound interest rate or
ratably over the term of the Bond, depending on the date the Bond was issued.
In addition, special rules apply if the purchase price of a Bond exceeds the
original issue price plus the amount of original issue discount which would have
previously accrued based on its issue price (its "adjusted issue price") to
prior owners. If a Bond is acquired with accrued interest, that portion of the
purchase price paid for the accrued interest is added to the tax basis of the
Bond. When this accrued interest is received, it is treated as a return of
capital and reduces the tax basis of the Bond. If a Bond is purchased for a
premium, the amount of the premium is added to the tax basis of the Bond. Bond
premium is amortized over the remaining term of the Bond, and the tax basis of
the Bond is reduced each year by the amount of the premium amortized in that tax
year. The application of these rules will also vary depending on the value of
the Bond on the date a Certificateholder acquires his Units and the price the
Certificateholder pays for his Units. Investors with questions regarding these
Code sections should consult with their tax advisers.
"The Revenue Reconciliation Act of 1993" (the "Tax Act") subjects tax-
exempt bonds to the market discount rules of the Code effective for bonds
purchased after April 30, 1993. In general, market discount is the amount (if
any) by which the stated redemption price at maturity exceeds an Investor's
purchase price (except to the extent that such difference, if any, is
attributable to original issue discount not yet accrued subject to a statutory
de minimis rule. Market discount can arise based on the price a Trust pays for
Bonds or the price a Certificateholder pays for his or her Units. Under the Tax
Act, accretion of market discount is taxable as ordinary income; under prior law
the accretion had been treated as capital gain. Market discount that accretes
while a Trust holds a Bond would be recognized as ordinary income by the
Certificateholders when principal payments are received on the Bond, upon sale
or at redemption (including early redemption) or upon the sale or redemption of
the Units, unless a Certificateholder elects to include market discount in
taxable income as it accrues. The market discount rules are complex and
Certificateholders should consult their tax advisers regarding these rules and
their application.
Interest on certain "specified private activity bonds" held by a Trust will
be treated as an item of tax preference for purposes of computing the
alternative minimum tax of all Certificateholders of a Trust, including
individuals. As a result, such interest income may be subject to the
alternative minimum tax. The Trust will annually supply Certificateholders with
information regarding the amount of Trust income attributable to those
"specified private activity bonds" held by such Trust that give rise to a
specific item of tax preference. Certificateholders should consult their tax
adviser regarding the potential application of the alternative minimum tax and
the impact of a portion of a Trust's income being characterized as a tax
preference.
-21-
<PAGE>
For purposes of computing the alternative minimum tax for individuals and
corporations and the Superfund Tax for corporations, interest on certain private
activity bonds (which includes most industrial and housing revenue bonds) issued
on or after August 8, 1986 such as the AMT Bonds, is included as an item of tax
preference.
In the case of corporations, for taxable years beginning after December 31,
1986, the alternative minimum tax and the Superfund Tax depend upon the
corporation's alternative minimum taxable income, which is the corporation's
taxable income with certain adjustments. One of the adjustment items used in
computing the alternative minimum taxable income and the Superfund Tax of a
corporation (other than an S Corporation, Regulated Investment Company, Real
Estate Investment Trust, or REMIC) is an amount equal to 75% of the excess of
such corporation's "adjusted current earnings" over an amount equal to its
alternative minimum taxable income (before such adjustment item and the
alternative tax net operating loss deduction). "Adjusted current earnings"
includes all tax-exempt interest, including interest on the Bonds in a Trust.
Under current Code provisions, the Superfund Tax does not apply to tax years
beginning on or after January 1, 1996. Legislative proposals have been
introduced that would extend the Superfund Tax. Under the provisions of
Section 884 of the Code, a branch profits tax is levied on the "effectively
connected earnings and profits" of certain foreign corporations which includes
tax-exempt interest such as interest on the Bonds in the Trust. Corporate
Certificateholders are urged to consult their tax advisers with respect to the
particular tax consequences to them, including the corporate alternative minimum
tax, Superfund Tax and the branch profits tax imposed by Section 884 of the
Code.
Section 265 of the Code provides that interest on indebtedness incurred or
continued to purchase or carry Units of a Trust is not deductible for federal
income tax purposes. Under rules used by the Internal Revenue Service for
determining when borrowed funds are considered used for the purpose of
purchasing or carrying particular assets, the purchase of Units may be
considered to have been made with borrowed funds even through the borrowed funds
are not directly traceable to the purchase of Units. However, these rules
generally do not apply to interest paid on indebtedness incurred for
expenditures of a personal nature such as a mortgage incurred to purchase or
improve a personal residence. Under Section 265 of the Code, certain financial
institutions that acquire Units would generally not be able to deduct any of the
interest expense attributable to ownership of such Units. Legislative proposals
have been made that would extend the financial institution rules to most
corporations. Investors with questions regarding these issues should consult
with their tax advisers.
In general, Section 86 of the Code provides that 50% of Social Security
benefits are includable in gross income to the extent that the sum of "modified
adjusted gross income" plus 50% of the Social Security benefits received exceeds
the "base amount." The base amount is $25,000 for unmarried taxpayers, $32,000
for married taxpayers filing a joint return and zero for married taxpayers who
do not live apart at all times during the taxable year and who file separate
returns. Modified adjusted gross income is adjusted gross income determined
without regard to certain otherwise allowable deductions and exclusions from
gross income and by including tax-exempt interest. To the extent that Social
-22-
<PAGE>
Security benefits are includable in gross income, they will be treated as any
other item of gross income.
In addition, under the Tax Act, for taxable years beginning after
December 31, 1993, up to 85% of Social Security benefits are includable in gross
income to the extent that the sum of modified adjusted gross income plus 50% of
Social Security benefits received exceeds an "adjusted base amount." The
adjusted base amount is $34,000 for unmarried taxpayers, $44,000 for married
taxpayers filing a joint return, and zero for married taxpayers who do not live
apart at all times during the taxable year and who file separate returns.
Although tax-exempt interest is included in modified adjusted gross income
solely for the purpose of determining that portion, if any, of Social Security
benefits will be included in gross income, no tax-exempt interest, including
that received from a Trust, will be subject to tax. A taxpayer whose adjusted
gross income already exceeds the base amount or the adjusted base amount must
include 50% or 85%, respectively, of his Social Security benefits in gross
income whether or not he receives any tax-exempt interest. A taxpayer whose
modified adjusted gross income (after inclusion of tax-exempt interest) does not
exceed the base amount need not include any Social Security benefits in gross
income.
In the case of corporations, the alternative tax rate applicable to long-
term capital gains is 35%, effective for long-term capital gains realized in
taxable years beginning on or after January 1, 1993. For taxpayers other than
corporations, net capital gains (which are defined as net long-term capital gain
over net short-term capital loss for a taxable year) are subject to a maximum
rate of 28 percent. However, it should be noted that legislative proposals are
made from time to time that affect tax rates and could affect relative
differences at which ordinary income and capital gains are taxed. Under the
Code, taxpayers must disclose to the Internal Revenue Service the amount of tax-
exempt interest earned during the year.
Under the Code, taxpayers must disclose to the Internal Revenue Service the
amount of tax-exempt interest earned during the year.
In the case of certain of the Bonds in a Trust, the opinions of bond
counsel indicate that interest on such securities received by a "substantial
user" of the facilities being financed with the proceeds of these securities, or
persons related thereto, for periods while such Bonds are held by such a user or
related person, will not be excludable from federal gross income, although
interest on such Bonds received by others would be excludable from federal gross
income. "Substantial user" and "related person" are defined under U.S. Treasury
Regulations. Any person who believes that he or she may be a "substantial user"
or a "related person" as so defined should contact his or her tax adviser.
Ownership of the Units may result in collateral federal income tax
consequences to certain taxpayers, including, without limitation, corporations
subject to either the Superfund Tax or the branch profits tax, financial
institutions, certain insurance companies, certain S corporations, individual
recipients of Social Security or Railroad Retirement benefits and taxpayers who
-23-
<PAGE>
may be deemed to have incurred (or continued) indebtedness to purchase or carry
tax-exempt obligations. Prospective investors should consult their tax advisers
as to the applicability of any such collateral consequences.
In the opinion of Chapman and Cutler, Counsel for the Sponsor, assuming
interest on the Bonds is excludable from gross income under Section 103 of the
Internal Revenue Code of 1986 as amended:
Kansas Taxation. Each Kansas Trust is not an association taxable as a
corporation for Kansas income tax purposes;
Each Certificateholder of a Kansas Trust will be treated as the owner of a
pro rata portion of such Kansas Trust, and the income and deductions of such
Kansas Trust will therefore be treated as income of the Certificateholder under
Kansas law;
Interest on Bonds issued after December 31, 1987 by the State of Kansas or
any of its political subdivisions will be exempt from income taxation imposed on
individuals, corporations and fiduciaries (other than insurance companies,
banks, trust companies or savings and loan associations) however, interest on
Bonds issued prior to January 1, 1988 by the State of Kansas or any of its
political subdivisions will not be exempt from income taxation imposed on
individuals, corporations and fiduciaries (other than insurance companies,
banks, trust companies or savings and loan associations) unless the laws of the
State of Kansas authorizing the issuance of such Bonds specifically exempt the
interest on the Bonds from income taxation by the State of Kansas;
Interest on Bonds issued by the State of Kansas or any of its political
subdivisions will be subject to the tax imposed on banks, trust companies and
savings and loan associations under Article 11, Chapter 79 of the Kansas
statutes;
Interest on Bonds issued by the State of Kansas or any of its political
subdivisions will be subject to the tax imposed on insurance companies under
Article 40, Chapter 28 of the Kansas statutes unless the laws of the State of
Kansas authorizing the issuance of such Bonds specifically exempt the interest
on the Bonds from income taxation by the State of Kansas. Interest on the Bonds
which is exempt from Kansas income taxation when received by a Kansas Trust will
continue to be exempt when distributed to a Certificateholder (other than a
bank, trust company or savings and loan association);
Each Certificateholder of a Kansas Trust will recognize gain or loss for
Kansas income tax purposes if the Trustee disposes of a Bond (whether by sale,
exchange, payment on maturity, retirement or otherwise) or if the
Certificateholder redeems or sells Units of such Kansas Trust to the extent that
such transaction results in a recognized gain or loss for federal income tax
purposes;
Interest received by a Kansas Trust on the Bonds is exempt from intangibles
taxation imposed by any counties, cities and townships pursuant to present
Kansas law; and
-24-
<PAGE>
No opinion is expressed regarding whether the gross earnings derived from
the Units is subject to intangibles taxation imposed by counties, cities and
townships pursuant to present Kansas law. Chapman and Cutler has expressed no
opinion with respect to taxation under any other provision of Kansas law.
Ownership of Units may result in collateral Kansas tax consequences to certain
taxpayers. Prospective investors should consult their tax advisors as to the
applicability of any such collateral consequences.
All statements of law in the Prospectus concerning exemption from federal,
state or other taxes are the opinion of counsel and are to be so construed.
Nebraska Taxation. With respect to certain Bonds in a Nebraska Trust (the
"Nebraska Bonds") which may be held by such Nebraska Trust, the opinions of bond
counsel to the issuing authorities for such Bonds have indicated that the
interest on such Bonds is included in computing the Nebraska Alternative Minimum
Tax imposed by Section 77-2715(2) of the Revised Nebraska Statutes (the
"Nebraska Minimum Tax") (the "Nebraska AMT Bonds"). However, although no
opinion is expressed herein regarding such matters, it is assumed that: (i) the
Bonds were validly issued, (ii) the interest thereon is excludable from gross
income for Federal income tax purposes, (iii) none of the Bonds (other than the
Nebraska AMT Bonds, if any) are "specified private activity bonds" the interest
on which is included as an item of tax preference in the computation of the
Alternative Minimum Tax for Federal income tax purposes, (iv) interest on the
Nebraska Bonds (other than the Nebraska AMT Bonds, if any), if received directly
by a Certificateholder, would be exempt from both the Nebraska income tax
imposed by Section 77-2714 et. seq. of the Revised Nebraska Statutes (other than
the Nebraska Minimum Tax) (the "Nebraska State Income Tax") and the Nebraska
Minimum Tax imposed by Section 77-2715(2) of the Revised Nebraska Statutes (the
"Nebraska Minimum Tax") and (v) interest on the Nebraska AMT Bonds, if any, if
received directly by a Certificateholder, would be exempt from the Nebraska
State Income Tax. The opinion set forth below does not address the taxation of
persons other than full time residents of Nebraska.
In the opinion of Chapman and Cutler under existing law and based upon the
assumptions set forth above:
(1) Each Nebraska Trust is not an association taxable as a
corporation, each Certificateholder of a Nebraska Trust will be treated as
the owner of a pro rata portion of such Nebraska Trust, and the income of
such portion of such Nebraska Trust will therefore be treated as the income
of the Certificateholder for both Nebraska State Income Tax and the
Nebraska Minimum Tax purposes;
(2) Interest on the Bonds which is exempt from both the Nebraska
State Income Tax and Nebraska Minimum Tax when received by a Nebraska
Trust, and which would be exempt from both the Nebraska State Income Tax
and the Nebraska Minimum Tax if received directly by a Certificateholder,
will retain its status as exempt from such taxes when received by such
Nebraska Trust and distributed to a Certificateholder;
-25-
<PAGE>
(3) Interest on the Nebraska AMT Bonds, if any, which is exempt from
the Nebraska State Income Tax but is included in the computation of the
Nebraska Minimum Tax when received by a Nebraska Trust, and which would be
exempt from the Nebraska State Income Tax but would be included in the
computation of the Nebraska Minimum Tax if received directly by a
Certificateholder, will retain its status as exempt from the Nebraska State
Income Tax but included in the computation of the Nebraska Minimum Tax when
received by such Nebraska Trust and distributed to a Certificateholder;
(4) Each Certificateholder of a Nebraska Trust will recognize gain or
loss for both Nebraska State Income Tax and Nebraska Minimum Tax purposes
if the Trustee disposes of a Bond (whether by redemption, sale or
otherwise) or if the Certificateholder redeems or sells Units of such
Nebraska Trust to the extent that such a transaction results in a
recognized gain or loss to such Certificateholder for Federal income tax
purposes;
(5) The Nebraska State Income Tax does not permit a deduction for
interest paid or incurred on indebtedness incurred or continued to purchase
or carry Units in a Nebraska Trust, the interest on which is exempt from
such Tax; and
(6) In the case of a Certificateholder subject to the Nebraska
financial institutions franchise tax, the income derived by such
Certificateholder from his pro rata portion of the Bonds held by a Nebraska
Trust may affect the determination of such Certificateholder's maximum
franchise tax.
Chapman and Cutler has not examined any of the Bonds to be deposited and
held in each Nebraska Trust or the proceedings for the issuance thereof or the
opinions of bond counsel with respect thereto, and therefore express no opinion
as to the exemption from either the Nebraska State Income Tax or the Nebraska
Minimum Tax of interest on the Nebraska Bonds if received directly by a
Certificateholder.
Chapman and Cutler has expressed no opinion with respect to taxation under
any other provision of Nebraska law. Ownership of Units may result in
collateral Nebraska tax consequences to certain taxpayers. Prospective
investors should consult their tax advisors as to the applicability of any such
collateral consequences.
All statements of law in the Prospectus concerning exemption from federal,
state or other taxes are the opinion of counsel and are to be so construed.
EXPENSES OF THE TRUSTS
The Sponsor will not receive any fees in connection with activities
relating to a Trust. However, for regularly evaluating the portfolio of each
Trust, the Evaluator (which is the Sponsor) will receive the annual fee
indicated in "Summary of Essential Financial Information" in Part One of this
Prospectus. Such fee is calculated based on the largest aggregate principal
amount of Bonds in a Trust at any time during such period.
-26-
<PAGE>
The Trustee will receive for ordinary services the annual fee from each
Trust indicated in "Summary of Essential Financial Information" in Part One of
this Prospectus. Such fee is calculated based on the largest aggregate
principal amount of Bonds in a Trust at any time during such period. Both the
Trustee's fee and the evaluation fee paid to the Sponsor may be adjusted without
prior approval from Certificateholders, provided that all adjustments upward
will not exceed the cumulative percentage increase of the United States
Department of Labor's Consumer Price Index or, if such index is no longer
published, in a comparable index. Since the Trustee has the use of the funds
being held in the Principal and Interest Accounts for future distributions,
payment of expenses and redemptions and since such Accounts are non-interest
bearing to Certificateholders, the Trustee benefits thereby. Part of the
Trustee's compensation for its services to a Trust is expected to result from
the use of these funds. For a discussion of the services rendered by the
Trustee pursuant to its obligations under the Indenture, see "Trustee
Information" and "Other Rights of Certificateholders."
The following is a summary of expenses of each Trust which, when owed to
the Trustee, are secured by a lien on the assets of such Trust: (1) the
expenses and costs of any action undertaken by the Trustee to protect such Trust
and the rights and interests of the Certificateholders; (2) any taxes and other
governmental charges upon the Bonds or any part of such Trust (no such taxes or
charges are currently being levied or, to the knowledge of the Sponsor,
contemplated); (3) amounts payable to the Trustee as fees for ordinary recurring
services and for extraordinary non-recurring services rendered pursuant to the
Indenture and all disbursements and expenses including counsel fees (including
fees of counsel which the Trustee may retain) and auditing fees sustained or
incurred by the Trustee in connection therewith; and (4) any losses or
liabilities accruing to the Trustee without negligence, bad faith or willful
misconduct on its part. The Trustee is empowered to sell Bonds in order to pay
these amounts if funds are not available in the Interest and Principal Accounts.
Costs of disbursement (including postage, checks and handling) of interest,
principal and redemption distributions will be paid by the Trustee and will not
be charged to such Trust.
EVALUATION OF THE TRUSTS
The Public Offering Price and the Redemption Price per Unit are based on
the bid prices per Unit of the Bonds in the portfolio of a Trust plus accrued
interest. The Public Offering Price per Unit also includes a sales charge as
set forth in Part One of this Prospectus under "Summary of Essential Financial
Information." While the Trustee has the power to determine the Public Offering
Price per Unit and the Redemption Price per Unit when Units are tendered for
redemption, such authority has been delegated to the Evaluator which determines
the Public Offering Price per Unit and the Redemption Price per Unit on a daily
basis as of 3:00 p.m. Central time on days the New York Stock Exchange is open
(and on any other days on which Sponsor secondary market transactions or
redemptions occur). With each evaluation, the Public Offering Price per Unit
and Redemption Price per Unit is adjusted commensurate with such evaluation, and
prices will be effective for all orders for purchases, sales or redemptions
received at or prior to 3:00 p.m. Central time on each such day. Orders
received by the Trustee or Sponsor after that time, or on a day when no
-27-
<PAGE>
evaluation is made, will be held until the next determination of price. Each
evaluation of a Trust has been and will be determined on the basis of cash on
hand in a Trust or money in the process of being collected, the value of the
Bonds in the portfolio of a Trust based on the bid prices of the Bonds and
interest accrued thereon not subject to collection less any taxes or
governmental charges payable, any accrued expenses of a Trust and any cash held
for distribution to Certificateholders. The result of that computation is then
divided by the number of Units outstanding as of the date thereof to determine
the per Unit value of the Trust.
The Evaluator may determine the value of the Bonds in the portfolio of a
Trust (1) on the basis of current bid prices of the Bonds obtained from dealers
or brokers who customarily deal in bonds comparable to those held in a Trust;
(2) if bid prices are not available for any of the Bonds, on the basis of bid
prices for comparable bonds; (3) by causing the value of the Bonds to be
determined by others engaged in the practice of evaluating, quoting or
appraising comparable bonds; or (4) by any combination of the above.
OTHER RIGHTS OF CERTIFICATEHOLDERS
The Trustee shall furnish Certificateholders in connection with each
distribution a statement of the amount of interest and, if any, the amount of
other receipts (received since the preceding distribution) being distributed,
expressed in each case as a dollar amount representing the pro rata share of
each Unit outstanding. Within a reasonable period of time after the end of each
calendar year, the Trustee shall furnish to each person, who at any time during
the calendar year was a registered Certificateholder, a statement (1) as to the
Interest Account: interest received (including amounts representing interest
received upon any disposition of Bonds), deductions for fees and expenses of a
Trust and for redemptions of Units, if any, and the balance remaining after such
distributions and deductions, expressed in each case both as a total dollar
amount and as a dollar amount representing the pro rata share of each Unit
outstanding on the last business day of such calendar year; (2) as to the
Principal Account: the dates of disposition of any Bonds and the net proceeds
received therefrom (excluding any portion representing accrued interest), the
amount paid for redemptions of Units, if any, deductions for payment of
applicable taxes and fees and expenses of the Trustee, and the balance remaining
after such distributions and deductions expressed both as a total dollar amount
and as a dollar amount representing the pro rata share of each Unit outstanding
on the last business day of such calendar year; (3) a list of the Bonds held and
the number of Units outstanding on the last business day of such calendar year;
(4) the Redemption Price based upon the last computation thereof made during
such calendar year; and (5) amounts actually distributed during such calendar
year from the Interest Account and from the Principal Account, separately
stated, expressed both as total dollar amounts and as dollar amounts
representing the pro rata share of each Unit outstanding.
The Indenture requires each Trust to be audited on an annual basis at the
expense of such Trust by independent auditors selected by the Sponsor. The
Trustee shall not be required (in the case of Series 4 and subsequent series),
-28-
<PAGE>
however, and does not intend to cause such an audit to be performed if its cost
to a Trust shall exceed certain specified amounts (not exceeding $.50 per Unit)
on an annual basis. Certificateholders may obtain a copy of such audited
financial statements upon request.
In order to comply with Federal and state tax reporting requirements,
Certificateholders will be furnished, upon request to the Trustee, evaluations
of the Bonds in a Trust furnished to it by the Evaluator.
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
of a Trust is evidenced by separate registered certificates executed by the
Trustee and the Sponsor. Certificates are transferable by presentation and
surrender to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer. A Certificateholder must sign exactly as
his name appears on the face of the certificate with the signature guaranteed by
a participant in the Securities Transfer Agents Medallion Program ("STAMP") or
such other signature guarantee 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 denominations of one
Unit or any multiple thereof. Destroyed, stolen, mutilated or lost certificates
will be replaced upon delivery to the Trustee of satisfactory indemnity,
evidence of ownership and payment of expenses incurred. Mutilated certificates
must be surrendered to the Trustee for replacement. Although no such charge is
now made or contemplated, the Trustee may require a Certificateholder to pay a
reasonable fee to be determined by the Trustee for each certificate reissued or
transferred and to pay any governmental charge that may be imposed in connection
with each such transfer or interchange.
SPONSOR INFORMATION
Ranson & Associates, Inc., an investment banking firm created in 1995 by a
number of former owners and employees of Ranson Capital Corporation, is the
sponsor and successor sponsor of Series of The Kansas Tax-Exempt Trust, Multi-
State Series of The Ranson Municipal Trust and Series of Ranson Unit Investment
Trusts.
Ranson & Associates, Inc. is the successor to a series of companies, the
first of which was originally organized in Kansas in 1935. During its history,
Ranson & Associates, Inc. and its predecessors have been active in public and
corporate finance and has sold bonds and unit investment trusts and maintained
secondary market activities relating thereto. On November 26, 1996, Ranson &
Associates, Inc. purchased all existing unit investment trusts sponsored by
EVEREN Securities, Inc. Accordingly, Ranson & Associates is the successor
sponsor to unit investment trusts formerly sponsored by EVEREN Unit Investment
Trusts, a service of EVEREN Securities, Inc. At present, Ranson & Associates,
Inc., which is a member of the National Association of Securities Dealers, Inc.,
is the Sponsor to each of the above-named unit investment trusts and serves as
the financial advisor and as an underwriter for issuers of municipal securities
in Kansas.
-29-
<PAGE>
The Company's offices are currently located at 250 North Rock Road, Suite
150, Wichita, Kansas 67206. As of January 31, 1997, the stockholder's equity
of Ranson & Associates, Inc. was $625,706. (This paragraph relates only to the
Sponsor and not to any Series of the Ranson Municipal Trust-Multi State Series
or to any other dealer. 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.)
As stated under "Redemption and Repurchase of Units," the Sponsor intends
to maintain a secondary market for the Units of the Trusts. In so maintaining a
market, the Sponsor will 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 is based on the bid prices of the Bonds in each
Trust and includes a sales charge as set forth in Part One of this Prospectus
under "Summary of Essential Financial Information"). In addition, the Sponsor
will also realize profits or sustain losses resulting from a redemption of such
repurchased Units at a price above or below the purchase price for such Units.
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 (i) appoint a successor Sponsor at
rates of compensation deemed by the Trustee to be reasonable and not exceeding
amounts prescribed by the Securities and Exchange Commission, (ii) terminate the
Indenture and liquidate a Trust as provided therein or (iii) continue to act as
Trustee without terminating the Indenture.
TRUSTEE INFORMATION
The Trustee is The Bank of New York, a trust company organized under the
laws of New York. The Bank of New York has its offices at 101 Barclay Street,
New York, New York 10286, telephone 1-800-701-8178. The Bank of New York is
subject to supervision and examination by the Superintendent of Banks of the
State of New York and the Board of Governors of the Federal Reserve System, and
its deposits are insured by the Federal Deposit Insurance Corporation to the
extent permitted by law. The Bank of New York is the successor trustee to
Investors Fiduciary Trust Company.
The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Bonds for the Trust portfolios. The Trustee is
empowered to sell, for the purpose of redeeming Units tendered by any
Certificateholder and for the payment of expenses for which funds may not be
available, such of the Bonds as are designated by the Sponsor as the Trustee in
its sole discretion may deem necessary. The Sponsor is empowered, but not
obligated, to direct the Trustee to dispose of Bonds upon default in payment of
principal or interest, institution of certain legal proceedings, default under
other documents adversely affecting debt service, default in payment of
principal or interest on other obligations of the same issuer, decline in
projected income pledged for debt service on revenue bonds or decline in price
or the occurrence of other market or credit factors, including advance refunding
(i.e., the issuance of refunding securities and the deposit of the proceeds
thereof in trust or escrow to retire the refunded securities on their respective
-30-
<PAGE>
redemption dates), so that in the opinion of the Sponsor the retention of such
Bonds would be detrimental to the interest of the Certificateholders. The
Sponsor is required to instruct the Trustee to reject any offer made by an
issuer of any of the Bonds to issue new obligations in exchange or substitution
for any Bond pursuant to a refunding or refinancing plan, except that the
Sponsor may instruct the Trustee to accept or reject such an offer or to take
any other action with respect thereto as the Sponsor may deem proper if (1) the
issuer is in default with respect to such Bond or (2) in the written opinion of
the Sponsor the issuer will probably default with respect to such Bond in the
reasonably foreseeable future. Any obligation so received in exchange or
substitution will be held by the Trustee subject to the terms and conditions of
the Indenture to the same extent as Bonds originally deposited thereunder.
Within five days after the deposit of obligations in exchange or substitution
for underlying Bonds, the Trustee is required to give notice thereof to each
Certificateholder, identifying the Bonds eliminated and the Bonds substituted
therefor. Except as stated herein, the acquisition by a Trust of any securities
other than the Bonds initially deposited is not permitted.
If any default in the payment of principal or interest on any Bond occurs
and no provision for payment is made therefor within 30 days, the Trustee is
required to notify the Sponsor thereof. If the Sponsor fails to instruct the
Trustee to sell or to hold such Bond within 30 days after notification by the
Trustee to the Sponsor of such default, the Trustee may in its discretion sell
the defaulted Bond and not be liable for any depreciation or loss thereby
incurred.
In accordance with the Indenture, the Trustee shall keep proper books of
record and account of all transactions at its office for the Trusts. Such
records shall include the name and address of, and the certificates issued by
the Trusts to, every Certificateholder of the Trust. Such books and records
shall be open to inspection by any Certificateholder at all reasonable times
during the Trustee's usual business hours. The Trustee shall make such annual
or other reports as may from time to time be required under any applicable state
or Federal statute, rule or regulation. The Trustee is required to keep a
certified copy or duplicate original of the Indenture on file in its office
available for inspection at all reasonable times during its usual business hours
by any Certificateholder, together with a current list of the Bonds held in the
Trusts.
Under the Indenture, the Trustee or any successor trustee may resign and be
discharged of the trust created by the Indenture by executing an instrument in
writing and filing the same with the Sponsor. The Trustee or successor trustee
must mail a copy of the notice of resignation to all Certificateholders then of
record, not less than 60 days before the date specified in such notice when such
resignation is to take effect. The Sponsor upon receiving notice of such
resignation is obligated to appoint a successor trustee promptly. If, upon such
resignation, no successor trustee has been appointed and has accepted the
appointment within 30 days after notification, the retiring Trustee may apply to
a court of competent jurisdiction for the appointment of a successor. The
Sponsor may remove the Trustee and appoint a successor trustee as provided in
the Indenture at any time with or without cause. Notice of such removal and
appointment shall be mailed to each Certificateholder by the Sponsor. Upon
execution of a written acceptance of such appointment by such successor trustee,
-31-
<PAGE>
all the rights, powers, duties and obligations of the original trustee shall
vest in the successor. The resignation or removal of a 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 a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a Trustee shall be a party, shall be the successor trustee. The Trustee
must be a corporation organized under the laws of the United States, or any
state thereof, be authorized under such laws to exercise trust powers and have
at all times an aggregate capital, surplus and undivided profits of not less
than $5,000,000.
LEGAL AND AUDITING MATTERS
The legality of the Units offered hereby and certain matters relating to
Federal, Kansas and Nebraska tax law have been passed upon by Chapman and
Cutler, Chicago, Illinois, as special counsel for the Sponsor.
The financial statements for all periods ended on and after January 31,
1997 included in Part One of this Prospectus and Registration Statement have
been examined by Ernst & Young LLP, independent auditors, as set forth in their
report appearing in Part One of this Prospectus, and is included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing. The financial statements for all prior periods, included in Part
One of this Prospectus and Registration Statement have been examined by Allen,
Gibbs & Houlik, independent auditors, as set forth in their report appearing in
Part One of this Prospectus, and is included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
DESCRIPTION OF BOND RATINGS
Standard & Poor's Corporation. A description of the applicable Standard &
Poor's Corporation rating symbols and their meanings follows:
A Standard & Poor's corporate or municipal bond rating is a current
assessment of the creditworthiness of an obligor with respect to a specific debt
obligation. This assessment may take into consideration obligors such as
guarantors, insurers or lessees.
The bond rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or suitability for
a particular investor.
The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable.
Standard and Poor's does not perform an audit in connection with any rating and
may, on occasion, rely on unaudited financial information. The ratings may be
changed, suspended or withdrawn as a result of changes in, or unavailability of,
such information, or for other circumstances.
-32-
<PAGE>
The ratings are based, in varying degrees, on the following considerations:
(1) Likelihood of default-capacity and willingness of the obligor as
to the timely payment of interest and repayment of principal in accordance
with the terms of the obligation;
(2) Nature of and provisions of the obligation; and
(3) Protection afforded by, and relative position of, the obligation
in the event of bankruptcy, reorganization or other arrangements under the
laws of bankruptcy and other laws affecting creditors' rights.
AAA-This is the highest rating assigned by Standard & Poor's to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.
AA-Bonds rated AA have a very strong capacity to pay interest and repay
principal, and differ from the highest rated issues only in small degree.
A-Bonds rated A have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.
BBB-Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in the higher rated categories.
Plus (+) or Minus (-): The ratings from "AA" to "BB" may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.
Provisional Ratings. The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the issuance of the bonds being rated and indicates
that payment of debt service requirements is largely or entirely dependent upon
the successful and timely completion of the project. This rating, however,
while addressing credit quality subsequent to completion of the project, makes
no comment on the likelihood of, or the risk of default upon failure of, such
completion. Accordingly, the investor should exercise his own judgment with
respect to such likelihood and risk.
L: The letter "L" indicates that the rating pertains to the principal
amount of those bonds where the underlying deposit collateral is fully insured
by the Federal Savings & Loan Insurance Corp. or the Federal Deposit Insurance
Corp.
Moody's Investors Service, Inc. A brief description of the applicable
Moody's Investors Service, Inc. rating symbols and their meanings follows:
-33-
<PAGE>
Aaa-Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large, or by an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Their safety is so
absolute that, with the occasional exception of oversupply in a few specific
instances, characteristically, their market value is affected solely by money
market fluctuations.
Aa-Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities. Their market value is virtually immune to all but money market
influences, with the occasional exception of oversupply in a few specific
instances.
A-Bonds which are rated A possess favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future. The market
value of A-rated bonds may be influenced to some degree by economic performance
during a sustained period of depressed business conditions, but, during periods
of normalcy, A-rated bonds frequently move in parallel with Aaa and Aa
obligations, with the occasional exception of oversupply in a few specific
instances.
Baa-Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well. The market value of Baa-rated
bonds is more sensitive to changes in economic circumstances, and aside from
occasional speculative factors applying to some bonds of this class, Baa market
valuations move in parallel with Aaa, Aa and A obligations during periods of
economic normalcy, except in instances of oversupply.
Moody's bond rating symbols may contain numerical modifiers of a generic
rating classification. The modifier 1 indicates that the bond ranks at the high
end of its category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic rating
category.
Con. (-)-Bonds for which the security depends upon the completion of some
act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operation experience, (c) rentals which begin when
-34-
<PAGE>
facilities are completed, or (d) payments to which some other limiting condition
attaches. Parenthetical rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.
-35-
<PAGE>
No person is authorized to give This Prospectus contains
any information or to make any information concerning the Trust and
representations not contained in this the Sponsor, but does not contain all
Prospectus; and any information or of the information set forth in the
representation not contained herein registration statement and exhibits
must not be relied upon as having relating thereto, which the Trust has
been authorized by the Trust, or the filed with the Securities and
Sponsor or any dealer. This Exchange Commission, Washington,
Prospectus does not constitute an D.C., under the Securities Act of
offer to sell, or a solicitation of 1933 and the Investment Company Act
an offer to buy, securities in any of 1940, and to which reference is
state to any person to whom it is not hereby made.
lawful to make such offer in such
state.
_____________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
TITLE PAGE TITLE PAGE
<S> <C> <C> <C>
General Summary of Information 1 Distribution Reinvestment
Summary of the Trusts 3 Option 18
Description of Trust Portfolios 5 Tax Status (Federal, State,
Objectives of the Trusts 13 Capital Gains) 19
Estimated Current Return and Expenses of the Trusts 26
Estimated Long-Term Return 14 Evaluation of the Trusts 27
Public Offering Information 14 Other Rights of
Accrued Interest 15 Certificateholders 28
Redemption and Repurchase of Sponsor Information 29
Units 15 Trustee Information 30
Distribution of Interest and Legal and Auditing Matters 32
Principal 17 Description of Bond Ratings 32
</TABLE>
-36-
<PAGE>
Contents of Post-Effective Amendment
To Registration Statement
This Post-Effective amendment to the Registration Statement
comprises the following papers and documents:
The facing sheet
The prospectus
The signatures
The Consent of Independent Accountants
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933,
The Registrant, The Ranson Municipal Trust, Multi-State Series 4,
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 Amendment to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wichita,
and State of Kansas, on the 29th day of May, 1998.
The Ranson Municipal Trust, Multi-
State Series 4
Registrant
By: Ranson & Associates, Inc.
Depositor
By: Robin Pinkerton
President
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed
below on May 29, 1998 by the following persons, who constitute a
majority of the Board of Directors of Ranson & Associates, Inc.
Signature Title
Douglas K. Rogers Executive Vice and President and Director
Douglas K. Rogers
Alex R. Meitzner Chairman of the Board and Director
Alex R. Meitzner
Robin K. Pinkerton President, Secretary, Treasurer and
Robin K. Pinkerton Director
Robin Pinkerton
An executed copy of each of the related powers of attorney
was filed with the Securities and Exchange Commission in
connection with the Registration Statement on Form S-6 of The
Kansas Tax-Exempt Trust, Series 51 (File No. 33-46376) and
Series 52 (File No. 33-47687) and the same are hereby
incorporated herein by this reference.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE NEBRASKA TAX-EXEMPT TRUST SERIES 4
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<SERIES>
<NUMBER> 04
<NAME> THE NEBRASKA TAX-EXEMPT TRUST SERIES 4
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> Jan-31-1998
<PERIOD-END> Jan-31-1998
<INVESTMENTS-AT-COST> 2,312,112
<INVESTMENTS-AT-VALUE> 2,563,775
<RECEIVABLES> 34,001
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,597,776
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 28,680
<TOTAL-LIABILITIES> 28,680
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,317,433
<SHARES-COMMON-STOCK> 2,423
<SHARES-COMMON-PRIOR> 2,510
<ACCUMULATED-NII-CURRENT> 5,321
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 251,663
<NET-ASSETS> 2,569,096
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 157,173
<OTHER-INCOME> 0
<EXPENSES-NET> 6,757
<NET-INVESTMENT-INCOME> 150,416
<REALIZED-GAINS-CURRENT> 7,606
<APPREC-INCREASE-CURRENT> 196,728
<NET-CHANGE-FROM-OPS> 354,750
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (150,908)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 90,865
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 87
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 112,977
<ACCUMULATED-NII-PRIOR> 18,679
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
