Registration No. 33-57051
1940 Act No. 811-05903
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
Form S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES
OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
A. Exact name of trust:
The First Trust Special Situations Trust, Series 112
B. Name of depositor:
NIKE SECURITIES L.P.
C. Complete address of depositor's principal executive offices:
NIKE SECURITIES L.P.
1001 Warrenville Road
Lisle, Illinois 60532
D. Name and complete address of agent for service:
Copy to:
JAMES A. BOWEN ERIC F. FESS
c/o Nike Securities L.P. c/o Chapman and Cutler
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603
E. Title and Amount of Securities Being Registered:
An indefinite number of Units pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended
F. Proposed Maximum Aggregate Offering Price to the Public of
the Securities Being Registered:
Indefinite
G. Amount of Filing Fee (as required by Rule 24f-2):
$500.00*
H. Approximate date of proposed sale to public:
As soon as practicable after the effective date of the
Registration Statement.
|XXX|Check box if it is proposed that this filing will become
effective on January 18, 1995 at 2:00 p.m. pursuant to Rule
487.
________________________________
*Previously paid
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 112
Cross-Reference Sheet
(Form N-8B-2 Items required by Instructions as
to the Prospectus in Form S-6)
FORM N-8B-2 ITEM NUMBER FORM S-6 HEADING IN PROSPECTUS
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust Prospectus front cover
(b) Title of securities issued Summary of Essential
Information
2. Name and address of each depositor Information as to
Sponsor, Trustee and
Evaluator
3. Name and address of trustee Information as to
Sponsor, Trustee and
Evaluator
4. Name and address of principal Information as to
underwriters Sponsor, Trustee and
Evaluator
5. State of organization of trust The First Trust
Special Situations
Trust
6. Execution and termination of Other Information
trust agreement
7. Changes of name *
8. Fiscal year *
9. Litigation *
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. (a) Registered or bearer Public Offering
securities
(b) Cumulative or distributive The First Trust
securities Special Situations
Trust
(c) Redemption Rights of Unitholders
(d) Conversion, transfer, etc. Rights of Unitholders
(e) Periodic payment plan *
(f) Voting rights Rights of Unitholders
(g) Notice of certificateholders Other Information
(h) Consents required Rights of Unitholders;
Other Information
(i) Other provisions The First Trust
Special Situations
Trust
11. Types of securities comprising The First Trust
units Special
Situations Trust
Schedule of
Investments
12. Certain information regarding
periodic payment certificates *
13. (a) Load, fees, expenses, etc. Summary of Essential
Information; Public
Offering; The First
Trust Special
Situations Trust
(b) Certain information regarding
periodic payment certificates *
(c) Certain percentages Summary of Essential
Information; The
First Trust Special
Situations Trust;
Public Offering
(d) Certain other fees, etc.
payable by holders Rights of Units
Holders
(e) Certain profits receivable
by depositor, principal,
underwriters, trustee or The First Trust
affiliated persons Special
Situations Trust
(f) Ratio of annual charges *
to income
14. Issuance of trust's securities Rights of Unit Holders
15. Receipt and handling of payments
from purchasers *
16. Acquisition and disposition of
underlying securities The First Trust
Special Situations
Trust; Rights of Unit
Holders;
17. Withdrawal or redemption The First Trust
Special Situations
Trust; Public
Offering; Rights of
Unit Holders
18. (a) Receipt, custody and Rights of Unit Holders
disposition of income
(b) Reinvestment of distributions Rights of Unit Holders
(c) Reserves or special funds Information as to
Sponsor, Trustee and
Evaluator
(d) Schedule of distributions *
19. Records, accounts and reports Rights of Unit Holders
20. Certain miscellaneous provisions
of trust agreement
(a) Amendment Other Information
(b) Termination Other Information
(c) and (d) Trustee, removal Information as
and successor to Sponsor, Trustee
and Evaluator
(e) and (f) Depositor, removal Information as
and successor to Sponsor, Trustee
and Evaluator
21. Loans to security holders *
22. Limitations on liability The First Trust
Special Situations
Trust;
Information as to
Sponsor, Trustee
and Evaluator
23. Bonding arrangements Contents of
Registration
Statement
24. Other material provisions *
of trust agreement
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor Information as to
Sponsor, Trustee and
Evaluator
26. Fees received by depositor *
27. Business of depositor Information as to
Sponsor, Trustee and
Evaluator
28. Certain information as to
officials and affiliated *
persons of depositor
29. Voting securities of depositor *
30. Persons controlling depositor *
31. Payment by depositor for certain
services rendered to trust *
32. Payment by depositor for certain
other services rendered to trust *
33. Remuneration of employees of
depositor for certain services
rendered to trust *
34. Remuneration of other persons
for certain services rendered *
to trust
IV. DISTRIBUTION AND REDEMPTION
35. Distribution of trust's Public Offering
securities by states
36. Suspension of sales of trust's
securities *
37. Revocation of authority to *
distribute
38. (a) Method of distribution Public Offering
(b) Underwriting agreements Public Offering
(c) Selling agreements Public Offering
39. (a) Organization of principal Information as
underwriters to Sponsor, Trustee
and Evaluator
(b) N.A.S.D. membership of
principal underwriters Information as to
Sponsor, Trustee and
Evaluator
40. Certain fees received by See Items 13(a) and
principal underwriters 13(e)
41. (a) Business of principal Information as to
underwriters Sponsor, Trustee and
Evaluator
(b) Branch offices of
principal underwriters *
(c) Salesmen of principal *
underwriters
42. Ownership of trust's securities
by certain persons *
43. Certain brokerage commissions
received by principal *
underwriters
44. (a) Method of valuation Summary of Essential
Information; The
First Trust Special
Situations Trust,
Public Offering
(b) Schedule as to offering *
price
(c) Variation in offering Public Offering
price to certain persons
45. Suspension of redemption rights *
46. (a) Redemption valuation Rights of Unit Holders
(b) Schedule as to redemption *
price
47. Maintenance of position in Public Offering;
underlying securities Rights
of Unit Holders
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of Information as
trustee to Sponsor, Trustee
and Evaluator
49. Fees and expenses of trustee The First Trust
Special Situations
Trust
50. Trustee's lien The First Trust
Special Situations
Trust
VI. INFORMATION CONCERNING THE INSURANCE OF HOLDERS OF
SECURITIES
51. Insurance of holders of
trust's ecurities *
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust The First Trust
agreement with respect to Special
selection or elimination of Situations Trust;
underlying securities Rights of Unit Holders
(b) Transactions involving
elimination of underlying *
securities
(c) Policy regarding substitution The First Trust
or elimination of underlying Special
securities Situations Trust;
Rights of Unit Holders
(d) Fundamental policy not
otherwise covered *
53. Tax status of Trust The First Trust
Special Situations
Trust
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during *
last ten years
55.
56.
57. Certain information regarding
periodic payment plan certificates *
58.
59. Financial statements Report of Independent
(Instruction 1(c) to Auditors, Statement
Form S-6) of Net Assets
*Inapplicable, answer negative or not required.
Select 1995 Growth & Treasury Securities Trust
The Trust. The First Trust (registered trademark) Special Situations
Trust, Series 112 (the "Trust") is a unit investment trust consisting
of a portfolio containing zero coupon U.S. Treasury bonds and
common stocks issued by small capitalization companies.
The objectives of the Trust are to protect Unit holders' capital
and provide potential for capital appreciation or income by investing
a portion of its portfolio in zero coupon U.S. Treasury bonds
("Treasury Obligations"), and the remainder of the Trust's portfolio
in common stocks issued by small capitalization companies ("Equity
Securities"). Collectively, the Treasury Obligations and the Equity
Securities are referred to herein as the "Securities." See "Schedule
of Investments." The Trust has a mandatory termination date (the
"Mandatory Termination Date" or "Trust Ending Date") as set forth
under "Summary of Essential Information." The Treasury Obligations
evidence the right to receive a fixed payment at a future date
from the U.S. Government and are backed by the full faith and
credit of the U.S. Government. The guarantee of the U.S. Government
does not apply to the market value of the Treasury Obligations
or the Units of the Trust, whose net asset value will fluctuate
and, prior to maturity, may be worth more or less than a purchaser's
acquisition cost. The Trust is intended to achieve its objective
over the life of the Trust and as such is best suited for those
investors capable of holding Units to maturity. There is, of course,
no guarantee that the objectives of the Trust will be achieved.
Each Unit of the Trust represents an undivided fractional interest
in all the Securities deposited in the Trust. The Trust has been
organized so that purchasers of Units should receive, at the termination
of the Trust, an amount per Unit at least equal to $1.00 (which
is equal to the per Unit value upon maturity of the Treasury Obligations),
even if the Trust never paid a dividend and the value of the Equity
Securities were to decrease to zero, which the Sponsor considers
highly unlikely. This feature of the Trust provides Unit holders
who purchase Units at a price of $1.00 or less per Unit with total
principal protection, including any sales charges paid, although
they might forego any earnings on the amount invested. To the
extent that Units are purchased at a price less than $1.00 per
Unit, this feature may also provide a potential for capital appreciation.
As a result of the volatile nature of the market for zero coupon
U.S. Treasury bonds, Units sold or redeemed prior to maturity
will fluctuate in price and the underlying Treasury Obligations
may be valued at a price greater or less than their value as of
the Initial Date of Deposit. UNIT HOLDERS DISPOSING OF THEIR UNITS
PRIOR TO THE MATURITY OF THE TRUSTS MAY RECEIVE MORE OR LESS THAN
$1.00 PER UNIT, DEPENDING ON MARKET CONDITIONS ON THE DATE UNITS
ARE SOLD OR REDEEMED.
The Treasury Obligations deposited in the Trust on the Initial
Date of Deposit will mature on May 15, 2005 (the "Treasury Obligations
Maturity Date"). The Treasury Obligations in the Trust have a
maturity value equal to or greater than the aggregate Public Offering
Price (which includes the sales charge) of the Units of the Trust
on the Initial Date of Deposit. The Equity Securities deposited
in the Trust's portfolio have no fixed maturity date and the value
of these underlying Equity Securities will fluctuate with changes
in the values of stocks in general and with changes in the conditions
and performance of the specific Equity Securities owned by the
Trust. See "Portfolio."
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.
John G. Kinnard & Co., Inc.
The date of this Prospectus is January 18, 1995
Page 1
The Sponsor may, from time to time during a period of up to approximately
360 days after the Initial Date of Deposit, deposit additional
Securities in the Trust, provided it maintains the original percentage
relationship between the Treasury Obligations and Equity Securities
in the Trust's portfolio. Such deposits of additional Securities
will, therefore, be done in such a manner that the maturity value
of each Unit should always be an amount at least equal to $1.00,
and that the original proportionate relationship amongst the individual
issues of the Equity Securities shall be maintained. Any such
difference may be due to the sale, redemption or liquidation of
any Securities deposited in the Trust on the Initial, or any subsequent,
Date of Deposit. See "What is The First Trust Special Situations
Trust?" and "How May Securities be Removed from the Trust?" The
Trust will automatically terminate shortly after the maturity
of the Treasury Obligations deposited therein.
Public Offering Price. The Public Offering Price per Unit of the
Trust during the initial offering period is equal to a pro rata
share of the offering prices of the Treasury Obligations and the
aggregate underlying value of the Equity Securities in the Trust
(generally determined by the closing sale prices of listed Equity
Securities and the ask prices of over-the-counter traded Equity
Securities) plus or minus a pro rata share of cash, if any, in
the Capital and Income Accounts of the Trust, plus a maximum sales
charge of 5.5% (equivalent to 5.82% of the net amount invested).
The secondary market Public Offering Price per Unit will be based
upon a pro rata share of the bid prices of the Treasury Obligations
and the aggregate underlying value of the Equity Securities in
the Trust (generally determined by the closing sale prices of
listed Equity Securities and the bid prices of over-the-counter
traded Equity Securities) plus or minus a pro rata share of cash,
if any, in the Capital and Income Accounts of the Trust plus a
maximum sales charge of 5.5% (equivalent to 5.82% of the net amount
invested), subject to reduction beginning February 1, 1996. The
minimum purchase is $1,000. The sales charge is reduced on a graduated
scale for sales involving at least 100,000 Units. See "How is
the Public Offering Price Determined?"
Dividend and Capital Distributions. Distributions of dividends
and capital, if any, received by the Trust will be paid in cash
on the Distribution Date to Unit holders of record on the Record
Date as set forth in the "Summary of Essential Information." Distributions
of funds in the Capital Account, if any, will be made at least
annually in December of each year. Any distribution of income
and/or capital will be net of the expenses of the Trust. INCOME
WITH RESPECT TO THE ACCRUAL OF ORIGINAL ISSUE DISCOUNT ON THE
TREASURY OBLIGATIONS WILL NOT BE DISTRIBUTED CURRENTLY, ALTHOUGH
UNIT HOLDERS WILL BE SUBJECT TO INCOME TAX AT ORDINARY INCOME
RATES AS IF A DISTRIBUTION HAD OCCURRED. See "What is the Federal
Tax Status of Unit Holders?" Additionally, upon termination of
the Trust, the Trustee will distribute, upon surrender of Units
for redemption, to each Unit holder his pro rata share of the
Trust's assets, less expenses, in the manner set forth under "Rights
of Unit Holders-How are Income and Capital Distributed?"
Secondary Market for Units. After the initial offering period,
while under no obligation to do so, the Sponsor and the Underwriter
intend to maintain a market for Units of the Trust and offer to
repurchase such Units at prices which are based on the aggregate
bid side evaluation of the Treasury Obligations and the aggregate
underlying value of Equity Securities in the Trust (generally
determined by the closing sale prices of listed Equity Securities
and the bid prices of over-the-counter traded Equity Securities)
plus or minus cash, if any, in the Capital and Income Accounts
of the Trust. If a secondary market is maintained during the initial
offering period, the prices at which Units will be repurchased
will be based upon the aggregate offering side evaluation of the
Treasury Obligations and the aggregate underlying value of the
Equity Securities in the Trust (generally determined by the closing
sale prices of listed Equity Securities and the ask prices of
over-the-counter traded Equity Securities) plus or minus cash,
if any, in the Capital and Income Accounts of the Trust. If a
secondary market is not maintained, a Unit holder may redeem Units
through redemption at prices based upon the aggregate bid price
of the Treasury Obligations plus the aggregate underlying value
of the Equity Securities in the Trust (generally determined by
the closing sale prices of listed Equity Securities and the bid
prices of over-the-counter traded Equity Securities) plus or minus
a pro rata share of cash, if any, in the Capital and Income Accounts
of the Trust. See "How May Units be Redeemed?"
Termination. Commencing on the Treasury Obligations Maturity Date,
Equity Securities will begin to be sold in connection with the
termination of the Trust. The Sponsor will determine the manner,
timing and execution
Page 2
of the sale of the Equity Securities. Written notice of any termination
of the Trust specifying the time or times at which Unit holders
may surrender their certificates for cancellation shall be given
by the Trustee to each Unit holder at his address appearing on
the registration books of the Trust maintained by the Trustee.
At least 60 days prior to the Treasury Obligations Maturity Date
the Trustee will provide written notice thereof to all Unit holders
and will include with such notice a form to enable Unit holders
to elect a distribution of shares of Equity Securities (reduced
by customary transfer and registration charges) if such Unit holder
owns at least 25,000 Units of the Trust, rather than to receive
payment in cash for such Unit holder's pro rata share of the amounts
realized upon the disposition by the Trustee of Equity Securities.
All Unit holders will receive their pro rata portion of the Treasury
Obligations in cash upon the termination of the Trust. To be effective,
the election form, together with surrendered certificates and
other documentation required by the Trustee, must be returned
to the Trustee at least five business days prior to the Treasury
Obligations Maturity Date. Unit holders not electing a distribution
of shares of Equity Securities will receive a cash distribution
from the sale of the remaining Securities within a reasonable
time after the Trust is terminated. See "Rights of Unit Holders-How
are Income and Capital Distributed?"
Risk Factors. An investment in the Trust should be made with an
understanding of the risks associated therewith, including, among
other factors, the possible deterioration of either the Securities
which make up the Trust or the general condition of the stock
market, volatile interest rates or an economic recession. The
Trust is not actively managed and Equity Securities will not be
sold by the Trust to take advantage of market fluctuations or
changes in anticipated rates of appreciation. See "What are Equity
Securities?-Risk Factors."
Page 3
Summary of Essential Information
At the Opening of Business on the Initial Date of Deposit
of the Securities-January 18, 1995
Underwriter: John G. Kinnard & Co., Inc.
Sponsor: Nike Securities L.P.
Trustee: United States Trust Company of New York
Evaluator: FT Evaluators L.P.
<TABLE>
<CAPTION>
General Information
<S> <C>
Aggregate Maturity Value of Treasury Obligations Initially Deposited $ 500,000
Initial Number of Units 500,000
Fractional Undivided Interest in the Trust per Unit 1/500,000
Public Offering Price:
Aggregate Offering Price Evaluation of Securities in Portfolio (1) $ 461,509
Aggregate Offering Price Evaluation of Securities per Unit $ .9230
Sales Charge of 5.5% of the Public Offering Price per Unit,
(5.82% of the net amount invested) $ .0537
Public Offering Price per Unit (2) $ .9767
Sponsor's Initial Repurchase Price per Unit $ .9230
Redemption Price per Unit (based on bid price evaluation of
underlying Treasury Obligations and aggregate underlying value of
Equity Securities) $.055 less than Public Offering Price per Unit;
$.0013 less than Sponsor's Initial Repurchase Price per Unit (3) $ .9217
</TABLE>
CUSIP Number 33734W 731
First Settlement Date January 25, 1995
Treasury Obligations Maturity Date May 15, 2005
Mandatory Termination Date May 15, 2005
Trustee's Annual Fee $0.00090 per Unit outstanding.
Evaluator's Annual Fee $0.00030 per Unit outstanding.
Evaluations for purposes of sale,
purchase or redemption of Units are
made as of the close of trading (4:00
p.m. Eastern time) on the New York
Stock Exchange on each day on
which it is open.
Supervisory Fee (4) Maximum of $0.00025 per
Unit outstanding annually payable to an
affiliate of the Sponsor.
Income Distribution Record Date Fifteenth day of each December,
commencing December 15, 1995.
Income Distribution Date (5) Last business day of each December,
commencing December 29, 1995.
[FN]
________________
(1) Each Equity Security listed on a national securities exchange
or the NASDAQ National Market System is valued at the last closing
sale price, or if no such price exists or if the Equity Security
is not so listed, at the closing ask price thereof. The Treasury
Obligations are valued at their aggregate offering side evaluation.
(2) On the Initial Date of Deposit there will be no accumulated
dividends in the Income Account. Anyone ordering Units after such
date will pay a pro rata share of any accumulated dividends in
such Income Account. The Public Offering Price as shown reflects
the value of the Equity Securities at the opening of business
on the Initial Date of Deposit and establishes the original proportionate
relationship amongst the individual securities. No sales to investors
will be executed at this price. Additional Equity Securities will
be deposited during the day of the Initial Date of Deposit which
will be valued as of 4:00 p.m. Eastern time and sold to investors
at a Public Offering Price per Unit based on this valuation.
(3) See "How May Units be Redeemed?"
(4) In addition, the Sponsor will be reimbursed for bookkeeping
and other administrative expenses currently at a maximum annual
rate of $0.00010 per Unit.
(5) Distributions from the Capital Account, if any, will be made
monthly on the last day of the month to Unit holders of record
on the fifteenth day of such month if the amount available for
distribution equals at least $0.001 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be
made in December of each year.
Page 4
Select 1995 Growth & Treasury Securities Trust
The First Trust Special Situations Trust, Series 112
What is The First Trust Special Situations Trust?
The First Trust Special Situations Trust, Series 112 is one of
a series of investment companies created by the Sponsor under
the name of The First Trust Special Situations Trust, all of which
are generally similar but each of which is separate and is designated
by a different series number (the "Trust"). This Series consists
of an underlying separate unit investment trust designated as:
Select 1995 Growth & Treasury Securities Trust. The Trust was
created under the laws of the State of New York pursuant to a
Trust Agreement (the "Indenture"), dated the Initial Date of Deposit,
with Nike Securities L.P., as Sponsor, United States Trust Company
of New York, as Trustee, First Trust Advisors L.P., as Portfolio
Supervisor and FT Evaluators L.P., as Evaluator.
On the Initial Date of Deposit, the Sponsor deposited with the
Trustee confirmations of contracts for the purchase of zero coupon
U.S. Treasury bonds and common stocks, together with an irrevocable
letter or letters of credit of a financial institution in an amount
at least equal to the purchase price of such securities. In exchange
for the deposit of securities or contracts to purchase securities
in the Trust, the Trustee delivered to the Sponsor documents evidencing
the entire ownership of the Trust.
The objectives of the Trust are to protect Unit holders' capital
and provide potential for capital appreciation or income through
an investment in zero coupon U.S. Treasury bonds, such securities
being referred to herein as the "Treasury Obligations," and in
equity securities issued by small capitalization companies ("Equity
Securities"). In selecting Equity Securities for the Trust, the
Underwriter has chosen certain small capitalization companies
which it believes have the potential to achieve above average
appreciation and growth by providing new products or services,
thus becoming tomorrow's industry leaders. While past performance
is no guarantee of future results, over the long term, small capitalization
companies have historically produced greater returns than large
capitalization companies. The higher returns achieved by small
capitalization companies are generally accompanied by higher risks
than those of large capitalization companies. Such risks include
inadequate financial resources, increased stock price volatility,
changing consumer preferences and less experienced management.
The Treasury Obligations evidence the right to receive a fixed
payment at a future date from the U.S. Government and are backed
by the full faith and credit of the U.S. Government. The guarantee
of the U.S. Government does not apply to the market value of the
Treasury Obligations or the Units of the Trust, whose net asset
value will fluctuate and, prior to maturity, may be more or less
than a purchaser's acquisition cost. Collectively, the Treasury
Obligations and Equity Securities in the Trust are referred to
herein as the "Securities." There is, of course, no guarantee
that the objectives of the Trust will be achieved.
With the deposit of the Securities on the Initial Date of Deposit,
the Sponsor established a percentage relationship between the
principal amounts of Treasury Obligations and Equity Securities
in the Trust's portfolio. From time to time following the Initial
Date of Deposit, the Sponsor, pursuant to the Indenture, may deposit
additional Securities in the Trust and Units may be continuously
offered for sale to the public by means of this Prospectus, resulting
in a potential increase in the outstanding number of Units of
the Trust. Any additional Securities deposited in the Trust will
maintain, as nearly as is practicable, the original proportionate
relationship of the Treasury Obligations and Equity Securities
in the Trust's portfolio. Such deposits of additional Securities
will, therefore, be done in such a manner that the maturity value
of the Treasury Obligations represented by each Unit should always
be an amount at least equal to $1.00, and that the original proportionate
relationship amongst the individual issues of the Equity Securities
shall be maintained. Any deposit by the Sponsor of additional
Securities will duplicate, as nearly as is practicable, the original
proportionate relationship and not the actual proportionate relationship
on the subsequent date of deposit, since the actual proportionate
relationship may be different than the original proportionate
relationship. Any such difference may be due to the sale, redemption
or liquidation of any of the Securities deposited in the Trust
on the Initial, or any subsequent, Date of Deposit. See "How May
Securities be Removed from the Trust?" On a cost basis to the
Trust, the original percentage relationship on the Initial Date
Page 5
of Deposit was approximately 49.17% Treasury Obligations and approximately
50.83% Equity Securities. The original percentage relationship
of each Equity Security to the Trust is set forth herein under
"Schedule of Investments." Since the prices of the underlying
Treasury Obligations and Equity Securities will fluctuate daily,
the ratio, on a market value basis, will also change daily. The
maturity value of the Treasury Obligations and the portion of
Equity Securities represented by each Unit will not change as
a result of the deposit of additional Securities in the Trust.
On the Initial Date of Deposit, each Unit of the Trust represented
the undivided fractional interest in the Securities deposited
in the Trust set forth under "Summary of Essential Information."
The Trust has been organized so that purchasers of Units should
receive, at the termination of the Trust, an amount per Unit at
least equal to $1.00 per Unit (which is equal to the per Unit
value upon maturity of the Treasury Obligations), even if the
Equity Securities never paid a dividend and the value of the Equity
Securities in the Trust were to decrease to zero, which the Sponsor
considers highly unlikely. Furthermore, the Sponsor will take
such steps in connection with the deposit of additional Securities
in the Trust as are necessary to maintain a maturity value of
the Units of the Trust at least equal to $1.00 per Unit. The receipt
of only $1.00 per Unit upon the termination of the Trust (an
event which the Sponsor believes is unlikely) represents a substantial
loss on a present value basis. At current interest rates, the
present value of receiving $1.00 per Unit as of the termination
of the Trust would be approximately $.45 per Unit (the present
value is indicated by the amount per Unit which is invested in
Treasury Obligations). Furthermore, the $1.00 per Unit in no respect
protects investors against diminution in the purchasing power
of their investment due to inflation (although expectations concerning
inflation are a component in determining prevailing interest rates,
which in turn determine present values). If inflation were to
occur at the rate of 5% per annum during the period ending at
the termination of the Trust, the present dollar value of $1.00
per Unit at the termination of the Trust would be approximately
$.60 per Unit. To the extent that Units of the Trust are redeemed,
the aggregate value of the Securities in the Trust will be reduced
and the undivided fractional interest represented by each outstanding
Unit of the Trust will increase. However, if additional Units
are issued by the Trust in connection with the deposit of additional
Securities by the Sponsor, the aggregate value of the Securities
in the Trust will be increased by amounts allocable to additional
Units, and the fractional undivided interest represented by each
Unit of the Trust will be decreased proportionately. See "How
May Units be Redeemed?" The Trust has a Mandatory Termination
Date as set forth herein under "Summary of Essential Information."
What are the Expenses and Charges?
At no cost to the Trust, the Sponsor has borne all the expenses
of creating and establishing the Trust, including the cost of
the initial preparation, printing and execution of the Indenture
and the certificates for the Units, legal and accounting expenses,
expenses of the Trustee and other out-of-pocket expenses. With
the exception of bookkeeping and other administrative services
provided to the Trust, for which the Sponsor will be reimbursed
in amounts as set forth under "Summary of Essential Information,"
the Sponsor will not receive any fees in connection with its activities
relating to the Trust. Such bookkeeping and administrative charges
may be increased without approval of the Unit holders by amounts
not exceeding proportionate increases under the category "All
Services Less Rent of Shelter" in the Consumer Price Index published
by the United States Department of Labor. The fees payable to
the Sponsor for such services may exceed the actual costs of providing
such services for this Trust, but at no time will the total amount
received for such services rendered to unit investment trusts
of which Nike Securities L.P. is the Sponsor in any calendar year
exceed the aggregate cost to the Sponsor of supplying such services
in such year. First Trust Advisors L.P., an affiliate of the Sponsor,
will receive an annual supervisory fee, which is not to exceed
the amount set forth under "Summary of Essential Information,"
for providing portfolio supervisory services for the Trust. Such
fee is based on the number of Units outstanding in the Trust on
January 1 of each year except for the year or years in which an
initial offering period occurs in which case the fee for a month
is based on the number of Units outstanding at the end of such
month. The fee may exceed the actual costs of providing such supervisory
services for this Trust, but at no time will the total amount
received for portfolio supervisory services rendered to unit investment
trusts of which Nike Securities L.P. is the Sponsor in any calendar
year exceed the aggregate cost to First Trust Advisors L.P. of
supplying such services in such year.
Page 6
Subsequent to the initial offering period, the Evaluator, an affiliate
of the Sponsor, will receive a fee as indicated in the "Summary
of Essential Information." The fee may exceed the actual costs
of providing such evaluation services for this Trust, but at no
time will the total amount received for evaluation services rendered
to unit investment trusts of which Nike Securities L.P. is the
Sponsor in any calendar year exceed the aggregate cost to FT Evaluators
L.P. of supplying such services in such year. The Trustee pays
certain expenses of the Trust for which it is reimbursed by the
Trust. The Trustee will receive for its ordinary recurring services
to the Trust an annual fee computed at $0.00090 per annum per
Unit in the Trust outstanding based upon the largest aggregate
number of Units of the Trust outstanding at any time during the
year. For a discussion of the services performed by the Trustee
pursuant to its obligations under the Indenture, reference is
made to the material set forth under "Rights of Unit Holders."
The Trustee's and Evaluator's fees are payable from the Income
Account of the Trust to the extent funds are available and then
from the Capital Account of the Trust. Since the Trustee has the
use of the funds being held in the Capital and Income Accounts
for payment of expenses and redemptions and since such Accounts
are noninterest-bearing to Unit holders, the Trustee benefits
thereby. Part of the Trustee's compensation for its services to
the Trust is expected to result from the use of these funds. Both
fees may be increased without approval of the Unit holders by
amounts not exceeding proportionate increases under the category
"All Services Less Rent of Shelter" in the Consumer Price Index
published by the United States Department of Labor.
The following additional charges are or may be incurred by the
Trust: all legal and annual auditing expenses of the Trustee incurred
by or in connection with its responsibilities under the Indenture;
the expenses and costs of any action undertaken by the Trustee
to protect the Trust and the rights and interests of the Unit
holders; fees of the Trustee for any extraordinary services performed
under the Indenture; indemnification of the Trustee for any loss,
liability or expense incurred by it without negligence, bad faith
or willful misconduct on its part, arising out of or in connection
with its acceptance or administration of the Trust; indemnification
of the Sponsor for any loss, liability or expense incurred without
gross negligence, bad faith or willful misconduct in acting as
Depositor of the Trust; all taxes and other government charges
imposed upon the Securities or any part of the Trust (no such
taxes or charges are being levied or made or, to the knowledge
of the Sponsor, contemplated). The above expenses and the Trustee's
annual fee, when paid or owing to the Trustee, are secured by
a lien on the Trust. In addition, the Trustee is empowered to
sell Securities in the Trust in order to make funds available
to pay all these amounts if funds are not otherwise available
in the Income and Capital Accounts of the Trust except that the
Trustee shall not sell Treasury Obligations to pay Trust expenses.
Since the Equity Securities are all common stocks and the income
stream produced by dividend payments is unpredictable, the Sponsor
cannot provide any assurance that dividends will be sufficient
to meet any or all expenses of the Trust. As described above,
if dividends are insufficient to cover expenses, it is likely
that Equity Securities will have to be sold to meet Trust expenses.
These sales may result in capital gains or losses to Unit holders.
See "What is the Federal Tax Status of Unit Holders?"
The Indenture requires the Trust to be audited on an annual basis
at the expense of the Trust by independent auditors selected by
the Sponsor. So long as the Sponsor is making a secondary market
for the Units, the Sponsor is required to bear the cost of such
annual audits to the extent such cost exceeds $0.00050 per Unit.
Unit holders of the Trust covered by an audit may obtain a copy
of the audited financial statements upon request.
What is the Federal Tax Status of Unit Holders?
The following is a general discussion of certain of the Federal
income tax consequences of the purchase, ownership and disposition
of the Units. The summary is limited to investors who hold the
Units as "capital assets" (generally, property held for investment)
within the meaning of Section 1221 of the Internal Revenue Code
of 1986 (the "Code"). Unit holders should consult their tax advisers
in determining the Federal, state, local and any other tax consequences
of the purchase, ownership and disposition of Units in the Trust.
In the opinion of Chapman and Cutler, special counsel for the
Sponsor, under existing law:
Page 7
1. The Trust is not an association taxable as a corporation for
Federal income tax purposes; each Unit holder will be treated
as the owner of a pro rata portion of the assets of the Trust
under the Code; and the income of the Trust will be treated as
income of the Unit holders thereof under the Code. Each Unit holder
will be considered to have received his pro rata share of income
derived from each Trust asset when such income is received by
the Trust.
2. Each Unit holder will have a taxable event when the Trust
disposes of a Security (whether by sale, exchange, redemption,
or payment at maturity) or upon the sale or redemption of Units
by such Unit holder. The price a Unit holder pays for his Units,
including sales charges, is allocated among his pro rata portion
of each Security held by the Trust (in proportion to the fair
market values thereof on the date the Unit holder purchases his
Units) in order to determine his initial cost for his pro rata
portion of each Security held by the Trust. The Treasury Obligations
held by the Trust are treated as stripped bonds and may be treated
as bonds issued at an original issue discount as of the date a
Unit holder purchases his Units. Because the Treasury Obligations
represent interests in "stripped" U.S. Treasury bonds, a Unit
holder's initial cost for his pro rata portion of each Treasury
Obligation held by the Trust shall be treated as its "purchase
price" by the Unit holder. Original issue discount is effectively
treated as interest for Federal income tax purposes and the amount
of original issue discount in this case is generally the difference
between the bond's purchase price and its stated redemption price
at maturity. A Unit holder will be required to include in gross
income for each taxable year the sum of his daily portions of
original issue discount attributable to the Treasury Obligations
held by the Trust as such original issue discount accrues and
will in general be subject to Federal income tax with respect
to the total amount of such original issue discount that accrues
for such year even though the income is not distributed to the
Unit holders during such year to the extent it is not less than
a "de minimis" amount as determined under a Treasury Regulation
issued on December 28, 1992 relating to stripped bonds. To the
extent the amount of such discount is less than the respective
"de minimis" amount, such discount shall be treated as zero. In
general, original issue discount accrues daily under a constant
interest rate method which takes into account the semi-annual
compounding of accrued interest. In the case of the Treasury Obligations,
this method will generally result in an increasing amount of income
to the Unit holders each year. Unit holders should consult their
tax advisers regarding the Federal income tax consequences and
accretion of original issue discount under the stripped bond rules.
For Federal income tax purposes, a Unit holder's pro rata portion
of dividends, as defined by Section 316 of the Code, paid by a
corporation with respect to an Equity Security held by the Trust
are taxable as ordinary income to the extent of such corporation's
current and accumulated "earnings and profits." A Unit holder's
pro rata portion of dividends paid on such Equity Security which
exceed such current and accumulated earnings and profits will
first reduce a Unit holder's tax basis in such Equity Security,
and to the extent that such dividends exceed a Unit holder's tax
basis in such Equity Security shall generally be treated as capital
gain. In general, any such capital gain will be short-term unless
a Unit holder has held his Units for more than one year.
3. A Unit holder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Securities held by the
Trust will generally be considered a capital gain except in the
case of a dealer or a financial institution and, in general, will
be long-term if the Unit holder has held his Units for more than
one year (the date on which the Units are acquired (i.e., the
trade date) is excluded for purposes of determining whether the
Units have been held for more than one year). A Unit holder's
portion of loss, if any, upon the sale or redemption of Units
or the disposition of Securities held by the Trust will generally
be considered a capital loss except in the case of a dealer or
a financial institution and will be long-term if the Unit holder
has held his Units for more than one year. Unit holders should
consult their tax advisers regarding the recognition of such capital
gains and losses for Federal income tax purposes.
4. The Code provides that "miscellaneous itemized deductions"
are allowable only to the extent that they exceed two percent
of an individual taxpayer's adjusted gross income. Miscellaneous
itemized
Page 8
deductions subject to this limitation under present law include
a Unit holder's pro rata share of expenses paid by the Trust,
including fees of the Trustee and the Evaluator.
Dividends Received Deduction. A corporation that owns Units will
generally be entitled to a 70% dividends received deduction with
respect to such Unit holder's pro rata portion of dividends received
by the Trust (to the extent such dividends are taxable as ordinary
income, as discussed above) in the same manner as if such corporation
directly owned the Equity Securities paying such dividends (other
than corporate shareholders, such as "S" corporations, which are
not eligible for the deduction because of their special characteristics
and other than for purposes of special taxes such as the accumulated
earnings tax and the personal holding corporation tax). However,
a corporation owning Units should be aware that Sections 246 and
246A of the Code impose additional limitations on the eligibility
of dividends for the 70% dividends received deduction. These limitations
include a requirement that stock (and therefore Units) must generally
be held at least 46 days (as determined under Section 246(c) of
the Code). Proposed regulations have been issued which address
special rules that must be considered in determining whether the
46 day holding requirement is met. Moreover, the allowable percentage
of the deduction will be reduced from 70% if a corporate Unit
holder owns certain stock (or Units) the financing of which is
directly attributable to indebtedness incurred by such corporation.
It should be noted that various legislative proposals that would
affect the dividends received deduction have been introduced.
Unit holders should consult with their tax advisers with respect
to the limitations on and possible modifications to the dividends
received deduction.
Recognition of Taxable Gain or Loss Upon Disposition of Securities
by the Trust or Disposition of Units. As discussed above, a Unit
holder may recognize taxable gain (or loss) when a Security is
disposed of by the Trust or if the Unit holder disposes of a Unit.
For taxpayers other than corporations, net capital gains are subject
to a maximum marginal tax rate of 28%. However, it should be noted
that legislative proposals are introduced from time to time that
affect tax rates and could affect relative differences at which
ordinary income and capital gains are taxed.
The Revenue Reconciliation Act of 1993 (the "Tax Act") raised
tax rates on ordinary income while capital gains remain subject
to a 28% maximum stated rate for taxpayers other than corporations.
Because some or all capital gains are taxed at a comparatively
lower rate under the Tax Act, the Tax Act includes a provision
that recharacterizes capital gains as ordinary income in the case
of certain financial transactions that are "conversion transactions"
effective for transactions entered into after April 30, 1993.
Unit holders and prospective investors should consult with their
tax advisers regarding the potential effect of this provision
on their investment in Units.
Special Tax Consequences of In-Kind Distributions Upon Termination
of the Trust. As discussed in "Rights of Unit Holders-How are
Income and Capital Distributed?," under certain circumstances
a Unit holder who owns at least 25,000 Units may request an In-Kind
Distribution upon the termination of the Trust. The Unit holder
requesting an In-Kind Distribution will be liable for expenses
related thereto (the "Distribution Expenses") and the amount of
such In-Kind Distribution will be reduced by the amount of the
Distribution Expenses. See "Rights of Unit Holders-How are Income
and Capital Distributed?" Treasury Obligations held by the Trust
will not be distributed to a Unit holder as part of an In-Kind
Distribution. The tax consequences relating to the sale of Treasury
Obligations are discussed above. As previously discussed, prior
to the termination of the Trust, a Unit holder is considered as
owning a pro rata portion of each of the Trust assets for Federal
income tax purposes. The receipt of an In-Kind Distribution upon
the termination of the Trust would be deemed an exchange of such
Unit holder's pro rata portion of each of the shares of stock
and other assets held by the Trust in exchange for an undivided
interest in whole shares of stock plus, possibly, cash.
There are generally three different potential tax consequences
which may occur under an In-Kind Distribution with respect to
each Security owned by the Trust. A "Security" for this purpose
is a particular class of stock issued by a particular corporation
(and does not include the Treasury Obligations). If the Unit holder
receives only whole shares of a Security in exchange for his or
her pro rata portion in each share of such Security held by the
Trust, there is no taxable gain or loss recognized upon such deemed
exchange pursuant to Section 1036 of the Code. If the Unit holder
receives whole shares of a particular Security plus cash in lieu
of a fractional share of such Security, and if the fair market
value of the Unit holder's pro rata portion
Page 9
of the shares of such Security exceeds his tax basis in his pro
rata portion of such Security, taxable gain would be recognized
in an amount not to exceed the amount of such cash received, pursuant
to Section 1031(b) of the Code. No taxable loss would be recognized
upon such an exchange pursuant to Section 1031(c) of the Code,
whether or not cash is received in lieu of a fractional share.
Under either of these circumstances, special rules will be applied
under Section 1031(d) of the Code to determine the Unit holder's
tax basis in the shares of such particular Security which he receives
as part of the In-Kind Distribution. Finally, if a Unit holder's
pro rata interest in a Security does not equal a whole share,
he may receive entirely cash in exchange for his pro rata portion
of a particular Security. In such case, taxable gain or loss is
measured by comparing the amount of cash received by the Unit
holder with his tax basis in such Security.
Because the Trust will own many Securities, a Unit holder who
requests an In-Kind Distribution will have to analyze the tax
consequences with respect to each Security owned by the Trust.
In analyzing the tax consequences with respect to each Security,
such Unit holder must allocate the Distribution Expenses among
the Securities (the "Allocable Expenses"). The Allocable Expenses
will reduce the amount realized with respect to each Security
so that the fair market value of the shares of such Security received
(if any) and cash received in lieu thereof (as a result of any
fractional shares) by such Unit holder should equal the amount
realized for purposes of determining the applicable tax consequences
in connection with an In-Kind Distribution. A Unit holder's tax
basis in shares of such Security received will be increased by
the Allocable Expenses relating to such Security. The amount of
taxable gain (or loss) recognized upon such exchange will generally
equal the sum of the gain (or loss) recognized under the rules
described above by such Unit holder with respect to each Security
owned by the Trust. Unit holders who request an In-Kind Distribution
are advised to consult their tax advisers in this regard.
General. Each Unit holder will be requested to provide the Unit
holder's taxpayer identification number to the Trustee and to
certify that the Unit holder has not been notified that payments
to the Unit holder are subject to back-up withholding. If the
proper taxpayer identification number and appropriate certification
are not provided when requested, distributions by the Trust to
such Unit holder (including amounts received upon the redemption
of Units) will be subject to back-up withholding. Distributions
by the Trust will generally be subject to United States income
taxation and withholding in the case of Units held by non-resident
alien individuals, foreign corporations or other non-United States
persons (accrual of original issue discount on the Treasury Obligations
may not be subject to taxation or withholding provided certain
requirements are met). Such persons should consult their tax advisers.
Unit holders will be notified annually of the amounts of original
issue discount and income dividends includable in the Unit holder's
gross income and amounts of Trust expenses which may be claimed
as itemized deductions.
Dividend income, long-term capital gains and accrual of original
issue discount may also be subject to state and local taxes. Investors
should consult their tax advisers for specific information on
the tax consequences of particular types of distributions.
Unit holders desiring to purchase Units for tax-deferred plans
and IRAs should consult their broker for details on establishing
such accounts. Units may also be purchased by persons who already
have self-directed plans established. See "Why are Investments
in the Trust Suitable for Retirement Plans?"
In the opinion of Carter, Ledyard & Milburn, Special Counsel to
the Trust for New York tax matters, under the existing income
tax laws of the State of New York, the Trust is not an association
taxable as a corporation and the income of the Trust will be treated
as the income of the Unit holders thereof.
Why are Investments in the Trust Suitable for Retirement Plans?
Units of the Trust may be well suited for purchase by Individual
Retirement Accounts, Keogh Plans, pension funds and other tax-deferred
retirement plans. Generally, the Federal income tax relating to
capital gains and income received in each of the foregoing plans
is deferred until distributions are received. Distributions from
such plans are generally treated as ordinary income but may, in
some cases, be eligible for special averaging or tax-deferred
rollover treatment. Investors considering participation in any
such plan should review specific tax laws related thereto and
should consult their attorneys or tax advisers with respect
Page 10
to the establishment and maintenance of any such plan. Such plans
are offered by brokerage firms and other financial institutions.
Fees and charges with respect to such plans may vary.
PORTFOLIO
What are Treasury Obligations?
The Treasury Obligations deposited in the Trust consist of U.S.
Treasury bonds which have been stripped of their unmatured interest
coupons. The Treasury Obligations evidence the right to receive
a fixed payment at a future date from the U.S. Government, and
are backed by the full faith and credit of the U.S. Government.
Treasury Obligations are purchased at a deep discount because
the buyer obtains only the right to a fixed payment at a fixed
date in the future and does not receive any periodic interest
payments. The effect of owning deep discount bonds which do not
make current interest payments (such as the Treasury Obligations)
is that a fixed yield is earned not only on the original investment,
but also, in effect, on all earnings during the life of the discount
obligation. This implicit reinvestment of earnings at the same
rate eliminates the risk of being unable to reinvest the income
on such obligations at a rate as high as the implicit yield on
the discount obligation, but at the same time eliminates the holder's
ability to reinvest at higher rates in the future. For this reason,
the Treasury Obligations are subject to substantially greater
price fluctuations during periods of changing interest rates than
are securities of comparable quality which make regular interest
payments. The effect of being able to acquire the Treasury Obligations
at a lower price is to permit more of the Trust's portfolio to
be invested in Equity Securities.
What are Equity Securities?
The Trust also consists of different issues of Equity Securities,
all of which are listed on a national securities exchange, the
NASDAQ National Market System or are traded in the over-the-counter
market. The Equity Securities consist of common stocks issued
by companies with a market capitalization of less than $850 million
("small capitalization" or "small cap" companies). See "What are
the Equity Securities Selected for Select 1995 Growth & Treasury
Securities Trust?" for a general description of the companies.
Risk Factors. An investment in Units of the Trust should be made
with an understanding of the risks such an investment may entail.
The Trust consists of such of the Securities listed under "Schedule
of Investments" as may continue to be held from time to time in
the Trust and any additional Securities acquired and held by the
Trust pursuant to the provisions of the Trust Agreement together
with cash held in the Income and Capital Accounts. Neither the
Sponsor nor the Trustee shall be liable in any way for any failure
in any of the Securities. However, should any contract for the
purchase of any of the Securities initially deposited hereunder
fail, the Sponsor will, unless substantially all of the moneys
held in the Trust to cover such purchase are reinvested in substitute
Securities in accordance with the Trust Agreement, refund the
cash and sales charge attributable to such failed contract to
all Unit holders on the next distribution date.
Because certain of the Equity Securities from time to time may
be sold under certain circumstances described herein, and because
the proceeds from such events will be distributed to Unit holders
and will not be reinvested, no assurance can be given that the
Trust will retain for any length of time its present size and
composition. Although the Portfolio is not managed, the Sponsor
may instruct the Trustee to sell Equity Securities under certain
limited circumstances. Pursuant to the Indenture and with limited
exceptions, the Trustee may sell any securities or other property
acquired in exchange for Equity Securities such as those acquired
in connection with a merger or other transaction. If offered such
new or exchanged securities or property, the Trustee shall reject
the offer. However, in the event such securities or property are
nonetheless acquired by the Trust, they may be accepted for deposit
in the Trust and either sold by the Trustee or held in the Trust
pursuant to the direction of the Sponsor (who may rely on the
advice of the Portfolio Supervisor). See "How May Securities be
Removed from the Trust?" Equity Securities, however, will not
be sold by the Trust to take advantage of market fluctuations
or changes in anticipated rates of appreciation or depreciation.
An investment in Units should be made with an understanding of
the risks which an investment in common stocks entails, including
the risk that the financial condition of the issuers of the Equity
Securities or the general condition of the common stock market
may worsen and the value of the Equity Securities and therefore
the value of the Units may decline. Common stocks are especially
susceptible to general stock market
Page 11
movements and to volatile increases and decreases of value as
market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors including expectations
regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction,
and global or regional political, economic or banking crises.
Shareholders of common stocks have rights to receive payments
from the issuers of those common stocks that are generally subordinate
to those of creditors of, or holders of debt obligations or preferred
stocks of, such issuers. Shareholders of common stocks of the
type held by the Trust have a right to receive dividends only
when and if, and in the amounts, declared by the issuer's board
of directors and have a right to participate in amounts available
for distribution by the issuer only after all other claims on
the issuer have been paid or provided for. Common stocks do not
represent an obligation of the issuer and, therefore, do not offer
any assurance of income or provide the same degree of protection
of capital as do debt securities. The issuance of additional debt
securities or preferred stock will create prior claims for payment
of principal, interest and dividends which could adversely affect
the ability and inclination of the issuer to declare or pay dividends
on its common stock or the rights of holders of common stock with
respect to assets of the issuer upon liquidation or bankruptcy.
The value of common stocks is subject to market fluctuations for
as long as the common stocks remain outstanding, and thus the
value of the Equity Securities in the Portfolio may be expected
to fluctuate over the life of the Trust to values higher or lower
than those prevailing on the Initial Date of Deposit.
Holders of common stocks incur more risk than holders of preferred
stocks and debt obligations because common stockholders, as owners
of the entity, have generally inferior rights to receive payments
from the issuer in comparison with the rights of creditors of,
or holders of debt obligations or preferred stocks issued by,
the issuer. Cumulative preferred stock dividends must be paid
before common stock dividends and any cumulative preferred stock
dividend omitted is added to future dividends payable to the holders
of cumulative preferred stock. Preferred stockholders are also
generally entitled to rights on liquidation which are senior to
those of common stockholders.
In addition to the risks of investing in common stock, investments
in common stock of small capitalization companies tend to be riskier
and more volatile than investments in common stock of larger capitalized
companies and may not be suited for investors seeking income and
security. As a general definition, companies referred to as "small
capitalization" companies typically have a market capitalization
between $10 million and $2.3 billion. The small capitalization companies
contained in the Trust can be sub-categorized into "micro capitalization,"
"small capitalization" and "mid capitalization" companies. As a general
definition, companies referred to as "micro capitalization" companies
typically have a market capitalization between $10 million and $50 million;
"small capitalization" companies between $50 million and $500 million; and
"mid capitalization" companies between $50 and $500 million; and "mid
capitalization" companies between $500 and $2.3 billion. In addition,
small capitalization companies generally have lower revenue than
larger companies (i.e., less than $1.5 billion), and are often newly
public companies or in the early stages of their product cycle or
in a niche-oriented business and may be regionally limited companies
(e.g., certain banks and insurance companies).
Whether or not the Equity Securities are listed on a national
securities exchange, the principal trading market for the Equity
Securities may be in the over-the-counter market. As a result,
the existence of a liquid trading market for the Equity Securities
may depend on whether dealers will make a market in the Equity
Securities. There can be no assurance that a market will be made
for any of the Equity Securities, that any market for the Equity
Securities will be maintained or of the liquidity of the Equity
Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling
Equity Securities to the Sponsor. The price at which the Equity
Securities may be sold to meet redemptions, and the value of the
Trust, will be adversely affected if trading markets for the Equity
Securities are limited or absent.
Unit holders will be unable to dispose of any of the Equity Securities
in the Portfolio, as such, and will not be able to vote the Equity
Securities. As the holder of the Equity Securities, the Trustee
will have the right to vote all of the voting stocks in the Trust
and will vote such stocks in accordance with the instructions
of the Sponsor.
The Underwriter has acquired or will acquire the Equity Securities
for the Sponsor and thereby may benefit. The Underwriter in its
general securities business acts as agent or principal in connection
with the purchase and sale of equity securities, including the
Equity Securities in the Trust, and may act as a market maker
Page 12
in certain of the Equity Securities. Officers and/or directors
of the Underwriter and/or members of their families may have a
position in the Equity Securities of the Trust and that position
may be increased or decreased at any time at their discretion.
The Underwriter, its officers, directors and/or their families
may own options, rights or warrants of the Equity Securities of
the Trust. Certain officers or directors of the Underwriter are
on the Board of Directors of certain of the companies whose Equity
Securities are included in the Trust. The Underwriter also from
time to time may issue reports on and make recommendations relating
to equity securities, which may include the Equity Securities
of the Trust. The Underwriter has performed investment banking
services for certain of the issuers of the Equity Securities.
The Equity Securities for the Trust were selected by Perkins Capital
Management, Inc. The Equity Securities included for the Trust
were screened by John G. Kinnard's Research and Trading Departments
and then selected by Mr. Richard W. Perkins, C.F.A. Mr. Richard
W. Perkins is President of Perkins Capital Management, Inc., an
investment advisory firm located in Wayzata, Minnesota. Mr. Perkins
received a Bachelor's degree in 1955 and Master's degree in 1957
from the University of Wisconsin. He served as Assistant Endowment
Fund Manager at the Mayo Foundation, Pension Fund Manager at Standard
Oil Company of Ohio and Senior Vice President at Piper, Jaffray
& Hopwood, Inc., prior to founding Perkins Capital Management,
Inc. in 1985. In its investment advisory activities, Perkins Capital
Management, Inc. directs its investment focus toward companies
headquartered in the upper Midwest and particularly in Minnesota.
Mr. Perkins has served as a consultant with the Underwriter on
four other unit investment trusts.
What are the Equity Securities Selected for Select 1995 Growth
& Treasury Securities Trust?
Today's largest and most dominant companies were at one time small
capitalization companies. Because of their ability to provide
a new product or service, small capitalization companies were
able to capture a commanding or important market position, exhibiting
growth rates during early stages of development that were at times
dramatic.
In the Underwriter's opinion, some of today's best positioned
small capitalization companies will experience similar growth
and become tomorrow's industry leaders. Over the long term, small
capitalization companies have historically produced greater returns
than large capitalization companies. Of course, past performance
is no guarantee of future results. Investments in small capitalization
companies can have higher volatility with stock prices trading
in wider ranges than those of large capitalization companies.
The extra risks of investing in small capitalization companies
may be reduced by diversification.
Since 1944, John G. Kinnard & Co., Inc. (the "Underwriter") has offered
high-quality investment opportunities to clients across the United
States. As a full-service securities firm, John G. Kinnard & Co.
Inc.'s reputation rests on its continued ability to satisfy investors
with very diverse financial goals.
John G. Kinnard & Co., Inc. achieves these goals by working closely
with each client and by carefully selecting the right investment
strategies. John G. Kinnard & Co., Inc. understands investment goals
and objectives vary with each client. Therefore, John G. Kinnard
& Co., Inc. implements a long-range program that involves comprehensive
analysis of a person's assets, various obligations and investment
objectives.
The following Equity Securities are included in the Trust:
ATS Medical, Inc. (ATSI) is engaged in the development, manufacture
and marketing of a bileaflet mechanical heart valve used to replace
natural or artificial heart valves that are malfunctioning. The
company's valve is composed of pyrolitic carbon and uses an open
pivot design to prevent blood clotting.
Advance Circuits, Inc. (ADVC) manufactures multi-layered printed
circuit boards for both military and commercial applications.
The company's products are used in computers, telecommunication,
office automation and industrial control equipment and systems
as well as aerospace and electronic devices.
AirTran Corporation (ATCC) is the holding company for Mesaba Aviation
and AirTran Airways. Mesaba Aviation provides scheduled passenger
and airfreight services to Upper Midwest cities and Canada from
its hubs in Minneapolis/St. Paul, Minnesota and Detroit, Michigan
through a marketing pact with Northwest Airlines. AirTran Airways
operates scheduled passenger service from several eastern cities
to Orlando, Florida.
Page 13
Amrion, Inc. (AMRI) develops and sells over 350 vitamins, nutritional
supplements and personal health care products through catalogs,
direct mail and wholesale to retail outlets, health care professionals
and health food stores as well as distributors in foreign countries.
Ancor Communications, Inc. (ANCR) is a leader in the development
of fiber channel communications network products, a high bandwidth
data communication technology. The company's patented CXT switch
is able to establish simultaneous, multiple direct connect and
shared connect links.
AVECOR Cardiovascular, Inc. (AVEC) designs, manufactures and markets
specialty medical devices for heart/lung bypass surgery and respiratory
support. Products include disposable membrane oxygenators, cardiotomy
reservoirs and cardioplegia systems.
Bio Vascular, Inc. (BVAS) manufactures tissue-based bio-synthetic
implantable medical devices and synthetic disposable and reusable
medical devices primarily for cardiac and vascular surgery.
CNS, Inc. (CNXS) designs, manufactures and markets external nasal
dilators and computer-based diagnostic devices for sleep disorders.
The company's primary product is the Breathe-Rite which reduces
snoring and enhances nasal breathing for people with allergies,
cold symptoms and other causes of nasal obstruction.
Check Technology Corporation (CTCQ) manufactures, sells and services
computerized systems for the production of checks and other financial
documents for the worldwide security printing industry. Approximately
80% of revenues are accounted for by export sales.
Chronimed Inc. (CHMD) distributes prescription drugs, medical
products and educational materials by mail order to patients with
chronic conditions and organ transplant recipients.
Communications Systems, Inc. (CSII) manufactures connecting wiring
devices for telephone and data systems including modular telephone
jacks, adapters and connectors. The company's customers include
regional Bell operators as well as international telephone companies.
Community First Bankshares, Inc. (CFBX) is a holding company for
twenty banks operating throughout Minnesota, North Dakota and
South Dakota primarily in small and medium sized communities and
surrounding market areas.
Computer Network Technology Corporation (CMNT) manufactures high-speed
networking products used to connect mainframe computers, peripherals
and networks. The company's customers are typically large corporations,
institutions and government agencies.
Daig Corporation (DAIG) designs, manufactures and markets disposable
catheters and accessories used in cardiology and other areas of
medicine.
Department 56, Inc. (DFS) is a leading designer, importer and
distributor of fine quality collectibles and other specialty giftware
products. The company's best known product is the Village line
of ceramic and porcelain houses, buildings and related accessories.
Digital Biometrics, Inc. (DBII) develops and manufactures fingerprint
recording and identification products based on special electro-optical
imaging technologies; the company's main product is the Tenprinter,
a computer-based, inkless system that electronically reads a fingerprint
and creates a digital image that can be printed out, transmitted
or stored electronically.
Fastenal Company (FAST) operates several hundred stores selling
fasteners and other industrial and construction supplies throughout
North America in small- to medium-sized cities. The company has
opened a new division to sell tools and safety equipment under
the name Fastool.
Featherlite Manufacturing, Inc. (FTHR) designs, manufactures and
markets Featherlite brand name specialty trailers and related
parts and accessories through a network of 190 dealers located
in North America. Its products are made of high-quality aluminum
and are superior in terms of weight, durability and maintenance.
Fingerhut Companies, Inc. (FHT) is one of the largest U.S. catalog
marketing companies selling brand name and private label merchandise
primarily through catalogs; products offered include housewares,
electronics, home textiles and apparel.
Grand Casinos, Inc. (GND) manages two casinos in Minnesota for
the Mille Lacs band of Ojibwe Indians and also owns and operates
two dockside casinos in Louisiana. The company has a controlling
interest in Stratosphere Corp. which is building a free-standing
observation tower in Las Vegas.
Page 14
Grist Mill Company (GRST) is a major U.S. producer of private
label granola bars, natural cereals, dried fruit snacks and pre-formed
pie crusts. These products are marketed under the Grist Mill brand
name as well as under private labels for others.
Grow Biz International, Inc. (GBIZ) develops and franchises stores
that sell used and new merchandise: Play It Again Sports offers
sporting goods equipment; Once Upon A Child offers children's
toys, clothing and furniture; Computer Renaissance offers personal
computers and allied equipment; and Music Go Round offers musical
instruments.
Minntech Corporation (MNTX) manufactures medical devices and sterilants
used primarily in kidney dialysis and open-heart surgery. In addition,
the company offers water filtration products for medical, industrial
and laboratory use.
Norstan, Inc. (NRRD) markets, installs and services private telecommunication
systems which are manufactured by others. The company serves business
and institutional clients in 18 states as well as Canada.
Polaris Industries, Inc. (SNO) manufactures and markets snowmobiles,
all-terrain vehicles and related equipment as well as accessories
and clothing which are sold through dealers and distributors in
67 countries. International operations account for 25% of revenues.
Regis Corporation (RGIS) owns and operates 1,500 hair salons in
all 50 states, Canada, the United Kingdom and Mexico under the
Regis Hairstyle, Master Cuts and Trade Secret names.
Shuffle Master, Inc. (SHFL) develops, manufactures and markets
automatic card shuffling systems for casinos and other gaming
operations. In addition, it offers its patented "Let It Ride"
poker game to casinos throughout North America and has applied
to the Nevada Gaming Commission for a tournament version of "Let
It Ride."
Techne Corporation (TECH) is engaged in the manufacture and sale
of hematology and biotechnology products for the clinical diagnostic
and biotechnology research markets. Biotechnology products account
for 66% of revenues and hematology products for 34%. An employee
of John G. Kinnard & Co., Inc. is a member of Techne Corporation's
board of directors.
Tower Automotive, Inc. (TWER) designs and manufactures metal stampings
and assemblies used by original equipment manufacturers in the
North American automotive industry. The company's two largest
customers are Ford and Honda.
What are Some Additional Considerations for Investors?
Investors should be aware of certain other considerations before
making a decision to invest in the Trust.
The value of the Equity Securities, like the value of the Treasury
Obligations, will fluctuate over the life of the Trust and may
be more or less than the price at which they were deposited in
the Trust. The Equity Securities may appreciate or depreciate
in value (or pay dividends) depending on the full range of economic
and market influences affecting these securities. However, the
Sponsor believes that, upon termination of the Trust, even if
the Equity Securities deposited in the Trust are worthless, an
event which the Sponsor considers highly unlikely, the Treasury
Obligations will provide sufficient principal to at least equal
$1.00 per Unit (which is equal to the per Unit value upon maturity
of the Treasury Obligations). This feature of the Trust provides
Unit holders with principal protection, although they might forego
any earnings on the amount invested. To the extent that Units
are purchased at a price less than $1.00 per Unit, this feature
may also provide a potential for capital appreciation.
Unless a Unit holder purchases Units of the Trust on the Initial
Date of Deposit (or another date when the value of the Units is
$1.00 or less), total distributions, including distributions made
upon termination of the Trust, may be less than the amount paid
for a Unit.
The Sponsor and the Trustee shall not be liable in any way for
any default, failure or defect in any Security. In the event of
a notice that any Treasury Obligation or Equity Securities will
not be delivered ("Failed Contract Obligations") to the Trust,
the Sponsor is authorized under the Indenture to direct the Trustee
to acquire other Treasury Obligations or Equity Securities ("Replacement
Securities"). Any Replacement Security deposited in the Trust
will, in the case of Treasury Obligations, have the same maturity
Page 15
value and, as closely as can be reasonably acquired by the Sponsor,
the same maturity date or, in the case of Equity Securities, be
identical to those which were the subject of the failed contract.
The Replacement Securities must be purchased within 20 days after
delivery of the notice of a failed contract and the purchase price
may not exceed the amount of funds reserved for the purchase of
the Failed Contract Obligations.
If the right of limited substitution described in the preceding
paragraphs is not utilized to acquire Replacement Securities in
the event of a failed contract, the Sponsor will refund the sales
charge attributable to such Failed Contract Obligations to all
Unit holders of the Trust and the Trustee will distribute the
principal attributable to such Failed Contract Obligations not
more than 120 days after the date on which the Trustee received
a notice from the Sponsor that a Replacement Security would not
be deposited in the Trust. In addition, Unit holders should be
aware that, at the time of receipt of such principal, they may
not be able to reinvest such proceeds in other securities at a
yield equal to or in excess of the yield which such proceeds would
have earned for Unit holders of the Trust.
The Indenture also authorizes the Sponsor to increase the size
of the Trust and the number of Units thereof by the deposit of
additional Securities in the Trust and the issuance of a corresponding
number of additional Units.
The Trust consists of the Securities listed under "Schedule of
Investments" (or contracts to purchase such Securities) as may
continue to be held from time to time in the Trust and any additional
Securities acquired and held by the Trust pursuant to the provisions
of the Indenture (including provisions with respect to deposits
into the Trust of Securities in connection with the issuance of
additional Units).
Once all of the Securities in the Trust are acquired, the Trustee
will have no power to vary the investments of the Trust, i.e.,
the Trustee will have no managerial power to take advantage of
market variations to improve a Unit holder's investment, but may
dispose of Securities only under limited circumstances. See "How
May Securities be Removed from the Trust?"
To the best of the Sponsor's knowledge, there is no litigation
pending as of the Initial Date of Deposit in respect of any Security
which might reasonably be expected to have a material adverse
effect on the Trust. At any time after the Initial Date of Deposit,
litigation may be instituted on a variety of grounds with respect
to the Securities. The Sponsor is unable to predict whether any
such litigation will be instituted, or if instituted, whether
such litigation might have a material adverse effect on the Trust.
PUBLIC OFFERING
How is the Public Offering Price Determined?
Units are offered at the Public Offering Price. During the initial
offering period, the Public Offering Price is based on the aggregate
of the offering side evaluation of the Treasury Obligations in
the Trust and the aggregate underlying value of the Equity Securities
in the Trust, plus or minus cash, if any, in the Income and Capital
Accounts of the Trust, plus a sales charge of 5.5% (equivalent
to 5.82% of the net amount invested) divided by the number of
Units of the Trust outstanding.
During the initial offering period, the Sponsor's Repurchase Price
is based on the aggregate of the offering side evaluation of the
Treasury Obligations and the aggregate underlying value of the
Equity Securities in the Trust, plus or minus cash, if any, in
the Income and Capital Accounts of the Trust divided by the number
of Units of the Trust outstanding. For secondary market sales
after the completion of the initial offering period, the Public
Offering Price is based on the aggregate bid side evaluation of
the Treasury Obligations and the aggregate underlying value of
the Equity Securities in the Trust, plus or minus cash, if any,
in the Income and Capital Accounts of the Trust, plus a maximum
sales charge of 5.5% of the Public Offering Price (equivalent
to 5.82% of the net amount invested), subject to reduction beginning
February 1, 1996, divided by the number of outstanding Units of
the Trust.
The minimum purchase of the Trust is $1,000. The applicable sales
charge is reduced by a discount as indicated below for volume
purchases:
Page 16
<TABLE>
<CAPTION>
Primary and Secondary
_____________________
Percent of Percent of
Offering Net Amount
Number of Units Price Invested
_______________ __________ __________
<S> <C> <C>
100,000 but less than 500,000 0.60% 0.6036%
500,000 but less than 1,000,000 1.30% 1.3171%
1,000,000 or more 2.10% 2.1450%
</TABLE>
Any such reduced sales charge shall be the responsibility of the
selling Underwriter or dealer. The reduced sales charge structure
will apply on all purchases of Units in the Trust by the same
person on any one day from any one underwriter or dealer. Additionally,
Units purchased in the name of the spouse of a purchaser or in
the name of a child of such purchaser under 21 years of age will
be deemed, for the purposes of calculating the applicable sales
charge, to be additional purchases by the purchaser. The reduced
sales charges will also be applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary
account. The purchaser must inform the Underwriter or dealer of
any such combined purchase prior to the sale in order to obtain
the indicated discount. In addition, with respect to the employees,
officers and directors (including their immediate family members,
defined as spouses, children, grandchildren, parents, grandparents,
mothers-in-law, fathers-in-law, sons-in-law and daughters-in-law,
and trustees, custodians or fiduciaries for the benefit of such
persons) of the Sponsor and Underwriter and their subsidiaries,
the sales charge is reduced by 2.0% of the Public Offering Price
for purchases of Units during the primary and secondary public
offering periods.
Had the Units of the Trust been available for sale on the business
day prior to the Initial Date of Deposit, the Public Offering
Price would have been as indicated in "Summary of Essential Information."
The Public Offering Price of Units on the date of the prospectus
or during the initial offering period may vary from the amount
stated under "Summary of Essential Information" in accordance
with fluctuations in the prices of the underlying Securities.
During the initial offering period, the aggregate value of the
Units of the Trust shall be determined (a) on the basis of the
offering prices of the Treasury Obligations and the aggregate
underlying value of the Equity Securities therein plus or minus
cash, if any, in the Income and Capital Accounts of the Trust,
(b) if offering prices are not available for the Treasury Obligations,
on the basis of offering prices for comparable securities, (c)
by determining the value of the Treasury Obligations on the offer
side of the market by appraisal, or (d) by any combination of
the above. The aggregate underlying value of the Equity Securities
will be determined in the following manner: if the Equity Securities
are listed on a national securities exchange or the NASDAQ National
Market System, this evaluation is generally based on the closing
sale prices on that exchange or that system (unless it is determined
that these prices are inappropriate as a basis for valuation)
or, if there is no closing sale price on that exchange or system,
at the closing ask prices. If the Equity Securities are not so
listed or, if so listed and the principal market therefor is other
than on the exchange, the evaluation shall generally be based
on the current ask price on the over-the-counter market (unless
it is determined that these prices are inappropriate as a basis
for evaluation). If current ask prices are unavailable, the evaluation
is generally determined (a) on the basis of current ask prices
for comparable securities, (b) by appraising the value of the
Equity Securities on the ask side of the market or (c) by any
combination of the above.
After the completion of the initial offering period, the secondary
market Public Offering Price will be equal to the bid price per
Unit of the Treasury Obligations and the aggregate underlying
value of the Equity Securities therein, plus or minus cash, if
any, in the Income and Capital Accounts of the Trust plus the
applicable sales charge. The offering price of the Treasury Obligations
in the Trust may be expected to be greater than the bid price
of the Treasury Obligations by less than 2%.
Although payment is normally made five business days following
the order for purchase, payment may be made prior thereto. A person
will become owner of the 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. Delivery of Certificates representing
Page 17
Units so ordered will be made five business days following such
order or shortly thereafter. See "Rights of Unit Holders-How may
Units be Redeemed?" for information regarding the ability to redeem
Units ordered for purchase.
How are Units Distributed?
During the initial offering period (i) for Units issued on the
Initial Date of Deposit and (ii) for additional Units issued after
such date as additional Securities are deposited by the Sponsor,
Units will be distributed to the public at the then current Public
Offering Price. The initial offering period may be up to approximately
360 days. During such period, the Sponsor may deposit additional
Securities in the Trust and create additional Units. Units reacquired
by the Sponsor during the initial offering period (at prices based
upon the aggregate offering price of the Treasury Obligations
and the aggregate underlying value of the Equity Securities in
the Trust plus or minus a pro rata share of cash, if any, in the
Income and Capital Accounts of the Trust) may be resold at the
then current Public Offering Price. Upon the termination of the
initial offering period, unsold Units created or reacquired during
the initial offering period will be sold or resold at the then
current Public Offering Price.
Upon completion of the initial offering, Units repurchased in
the secondary market (see "Will There be a Secondary Market?")
may be offered by this prospectus at the secondary market public
offering price determined in the manner described above.
It is the intention of the Sponsor to qualify Units of the Trust
for sale in a number of states. Sales initially will be made to
dealers and others at prices which represent a concession or agency
commission of 3.6% of the Public Offering Price, and, for secondary
market sales, 3.6% of the Public Offering Price (or 65% of the
then current maximum sales charge after February 1, 1996). Effective
on each February 1, commencing February 1, 1996, the sales charge
will be reduced by 1/2 of 1% to a minimum of 3.5%. However, resales
of Units of the Trust by such dealers and others to the public
will be made at the Public Offering Price described in the prospectus.
The Sponsor reserves the right to change the amount of the concession
or agency commission from time to time. Certain commercial banks
may be making Units of the Trust available to their customers
on an agency basis. A portion of the sales charge paid by these
customers is retained by or remitted to the banks in the amounts
indicated in the second preceding sentence. Under the Glass-Steagall
Act, banks are prohibited from underwriting Trust Units; however,
the Glass-Steagall Act does permit certain agency transactions
and the banking regulators have not indicated that these particular
agency transactions are not permitted under such Act. In Texas
and in certain other states, any banks making Units available
must be registered as broker/dealers under state law. Any broker/dealer
or bank will receive additional concessions for purchases made
from the Sponsor or Underwriter on the Initial Date of Deposit
resulting in total concessions as contained in the following table:
Total Concessions (Per Unit)*
$250,000-499,999 $500,000-999,999 $1,000,000 or more
Purchased Purchased Purchased
________________ ________________ ________________
3.7% 3.8% 4.0%
* The applicable concession will be allotted to broker/dealers
or banks who purchase Units from the Sponsor or Underwriter only
on the Date of Deposit of the Trust.
What are the Sponsor's and Underwriter's Profits?
The Underwriter of the Trust will receive a gross sales commission
equal to 5.5% of the Public Offering Price of the Units (equivalent
to 5.82% of the net amount invested), less any reduced sales charge
for quantity purchases as described under "Public Offering-How
is the Public Offering Price Determined?" See "Underwriting" for
information regarding the receipt of the excess gross sales commissions
by the Sponsor from the Underwriter and additional concessions
available to Underwriters, dealers and others. In addition, the
Sponsor may be considered to have realized a profit or to have
sustained a loss, as the case may be, in the amount of any difference
between the cost of the Equity Securities to the Trust (which
is based on the Evaluator's determination of the aggregate offering
price of the underlying Equity Securities of such Trust on the
Initial Date of Deposit as well as subsequent deposits) and the
cost of such Equity Securities
Page 18
to the Sponsor. See "Underwriting" and Note (2) of "Schedule of
Investments." During the initial offering period, the Underwriter
also may realize profits or sustain losses as a result of fluctuations
after the Date of Deposit in the Public Offering Price received
by the Underwriter upon the sale of Units.
In maintaining a market for the Units, the Sponsor and Underwriter
will also realize profits or sustain losses in the amount of any
difference between the price at which Units are purchased and
the price at which Units are resold (which price includes a sales
charge of 5.5% subject to reduction beginning February 1, 1996)
or redeemed. The secondary market public offering price of Units
may be greater or less than the cost of such Units to the Sponsor
or the Underwriter.
Will There be a Secondary Market?
After the initial offering period, although it is not obligated
to do so, both the Sponsor and the Underwriter intend to maintain
a market for the Units and continuously offer to purchase Units
at prices, subject to change at any time, based upon the aggregate
bid price of the Treasury Obligations in the Portfolio of the
Trust and the aggregate underlying value of the Equity Securities
in the Trust plus or minus cash, if any, in the Income and Capital
Accounts of the Trust. All expenses incurred in maintaining a
secondary market, other than the fees of the Evaluator and the
costs of the Trustee in transferring and recording the ownership
of Units, will be borne by the Sponsor. If the supply of Units
exceeds demand, or for some other business reason, the Sponsor
may discontinue purchases of Units at such prices. IF A UNIT HOLDER
WISHES TO DISPOSE OF HIS UNITS, HE SHOULD INQUIRE OF THE SPONSOR
AS TO CURRENT MARKET PRICES PRIOR TO MAKING A TENDER FOR REDEMPTION
TO THE TRUSTEE.
RIGHTS OF UNIT HOLDERS
How is Evidence of Ownership Issued and Transferred?
The Trustee is authorized to treat as the record owner of Units
that person who is registered as such owner on the books of the
Trustee. Ownership of Units may be evidenced by registered certificates
executed by the Trustee and the Sponsor. Delivery of certificates
representing Units ordered for purchase is normally made five
business days following such order or shortly thereafter. Certificates
are transferable by presentation and surrender to the Trustee
properly endorsed or accompanied by a written instrument or instruments
of transfer. Certificates to be redeemed must be properly endorsed
or accompanied by a written instrument or instruments of transfer.
A Unit holder must sign exactly as his 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 guaranty program in addition to, or in
substitution for, STAMP, as may be accepted by the Trustee. In
certain instances the Trustee may require additional documents
such as, but not limited to, trust instruments, certificates of
death, appointments as executor or administrator or certificates
of corporate authority. Record ownership may occur before settlement.
Certificates will be issued in fully registered form, transferable
only on the books of the Trustee in denominations of one Unit
or any multiple thereof, numbered serially for purposes of identification.
Unit holders may elect to hold their Units in uncertificated form.
The Trustee will maintain an account for each such Unit holder
and will credit each such account with the number of Units purchased
by that Unit holder. Within two business days of the issuance
or transfer of Units held in uncertificated form, the Trustee
will send to the registered owner of Units a written initial transaction
statement containing a description of the Trust; the number of
Units issued or transferred; the name, address and taxpayer identification
number, if any, of the new registered owner; a notation of any
liens and restrictions of the issuer and any adverse claims to
which such Units are or may be subject or a statement that there
are no such liens, restrictions or adverse claims; and the date
the transfer was registered. Uncertificated Units are transferable
through the same procedures applicable to Units evidenced by certificates
(described above), except that no certificate need be presented
to the Trustee and no certificate will be issued upon the transfer
unless requested by the Unit holder. A Unit holder may at any
time request the Trustee to issue certificates for Units.
Although no such charge is now made or contemplated, a Unit holder
may be required to pay $2.00 to the Trustee per certificate reissued
or transferred and to pay any governmental charge that may be
imposed in connection with each such transfer or exchange. For
new certificates issued to replace destroyed, stolen or lost certificates,
the Unit holder may be required to furnish indemnity satisfactory
to the Trustee and pay such
Page 19
expenses as the Trustee may incur. Mutilated certificates must
be surrendered to the Trustee for replacement.
How are Income and Capital Distributed?
The Trustee will distribute any net income (other than accreted
interest on the Treasury Obligations) received with respect to
any of the Securities in the Trust on or about the Income Distribution
Dates to Unit holders of record on the preceding Income Record
Date. See "Summary of Essential Information." The pro rata share
of cash in the Capital Account of each Trust will be computed
as of the first day of each month. Proceeds received on the sale
of any Securities in the Trust, to the extent not used to meet
redemptions of Units or pay expenses, will, however, be distributed
on the last day of each month to Unit holders of record on the
fifteenth day of each month if the amount available for distribution
equals at least $0.001 per Unit. The Trustee is not required to
pay interest on funds held in the Capital Account of a Trust (but
may itself earn interest thereon and therefore benefit from the
use of such funds). Notwithstanding, distributions of funds in
the Capital Account, if any, will be made on the last day of each
December to Unit holders of record as of December 15. Income with
respect to the original issue discount on the Treasury Obligations
in the Trust will not be distributed currently, although Unit
holders will be subject to Federal income tax as if a distribution
had occurred. See "What is the Federal Tax Status of Unit Holders?"
Under regulations issued by the Internal Revenue Service, the
Trustee is required to withhold a specified percentage of any
distribution made by the Trust if the Trustee has not been furnished
the Unit holder'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 Unit
holder only when filing a tax return. Under normal circumstances
the Trustee obtains the Unit holder's tax identification number
from the selling broker. However, a Unit holder should examine
his or her statements from the Trustee to make sure that the Trustee
has been provided a certified tax identification number in order
to avoid this possible "back-up withholding." In the event the
Trustee has not been previously provided such number, one should
be provided as soon as possible.
Within a reasonable time after the Trust is terminated, each Unit
holder will, upon surrender of his Units for redemption, receive:
(i) the pro rata share of the amounts realized upon the disposition
of Equity Securities, unless he elects an In-Kind Distribution
as described below; (ii) a pro rata share of the amounts realized
upon the disposition of the Treasury Obligations; and (iii) a
pro rata share of any other assets of the Trust, less expenses
of the Trust, subject to the limitation that Treasury Obligations
may not be sold to pay for Trust expenses. Not less than 60 days
prior to the Treasury Obligations Maturity Date the Trustee will
provide written notice thereof to all Unit holders and will include
with such notice a form to enable Unit holders to elect a distribution
of shares of Equity Securities (an "In-Kind Distribution"), if
such Unit holder owns at least 25,000 Units of the Trust, rather
than to receive payment in cash for such Unit holder's pro rata
share of the amounts realized upon the disposition by the Trustee
of Equity Securities. An In-Kind Distribution will be reduced
by customary transfer and registration charges. To be effective,
the election form, together with surrendered certificates and
other documentation required by the Trustee, must be returned
to the Trustee at least five business days prior to the Treasury
Obligations Maturity Date. Not less than 60 days prior to the
termination of the Trust, those Unit holders with at least 25,000
Units will be offered the option of having the proceeds from the
Equity Securities distributed "in-kind," or they will be paid
in cash, as indicated above. A Unit holder may, of course, at
any time after the Equity Securities are distributed, sell all
or a portion of the shares.
The Trustee will credit to the Income Account of the Trust any
dividends received on the Equity Securities therein. All other
receipts (e.g. return of capital, etc.) are credited to the Capital
Account of the Trust.
The Trustee may establish reserves (the "Reserve Account") within
the Trust for state and local taxes, if any, and any governmental
charges payable out of the Trust.
What Reports will Unit Holders Receive?
The Trustee shall furnish Unit holders in connection with each
distribution a statement of the amount of income, if any, and
the amount of other receipts, if any, which are being distributed,
expressed in each case as
Page 20
a dollar amount per Unit. 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 Unit holder
of the Trust the following information in reasonable detail: (1)
a summary of transactions in the Trust for such year; (2) any
Securities sold during the year and the Securities held at the
end of such year by the Trust; (3) the redemption price per Unit
based upon a computation thereof on the 31st day of December of
such year (or the last business day prior thereto); and (4) amounts
of income and capital distributed during such year.
In order to comply with Federal and state tax reporting requirements,
Unit holders will be furnished, upon request to the Trustee, evaluations
of the Securities in the Trust furnished to it by the Evaluator.
How May Units be Redeemed?
A Unit holder may redeem all or a portion of his Units by tender
to the Trustee at its corporate trust office in the City of New
York of the certificates representing the Units to be redeemed,
or in the case of uncertificated Units, delivery of a request
for redemption, duly endorsed or accompanied by proper instruments
of transfer with the signature guaranteed as explained above (or
by providing satisfactory indemnity, as in connection with lost,
stolen or destroyed certificates), and payment of applicable governmental
charges, if any. No redemption fee will be charged. On the seventh
calendar day following such tender, or if the seventh calendar
day is not a business day, on the first business day prior thereto,
the Unit holder will be entitled to receive in cash an amount
for each Unit equal to the Redemption Price per Unit next computed
after receipt by the Trustee of such tender of Units. The "date
of tender" is deemed to be the date on which Units are received
by the Trustee, except that as regards Units received after 4:00
p.m. Eastern time, the date of tender is the next day on which
the 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. Units
so redeemed shall be cancelled.
Under regulations issued by the Internal Revenue Service, the
Trustee is required to withhold a specified percentage of the
principal amount of a Unit redemption if the Trustee has not been
furnished the redeeming Unit holder's tax identification number
in the manner required by such regulations. Any amount so withheld
is transmitted to the Internal Revenue Service and may be recovered
by the Unit holder only when filing a tax return. Under normal
circumstances, the Trustee obtains the Unit holder's tax identification
number from the selling broker. However, any time a Unit holder
elects to tender Units for redemption, such Unit holder should
make sure that the Trustee has been provided a certified tax identification
number in order to avoid this possible "back-up withholding."
In the event the Trustee has not been previously provided such
number, one must be provided at the time redemption is requested.
Any amounts paid on redemption representing income shall be withdrawn
from the Income Account of the Trust to the extent that funds
are available for such purpose. All other amounts paid on redemption
shall be withdrawn from the Capital Account of the Trust.
The Trustee is empowered to sell Securities of the Trust in order
to make funds available for redemption. To the extent that Securities
are sold, the size and diversity of the Trust will be reduced.
Such sales may be required at a time when Securities would not
otherwise be sold and might result in lower prices than might
otherwise be realized. Equity Securities will be sold to meet
redemptions of Units before Treasury Obligations, although Treasury
Obligations may be sold if the Trust is assured of retaining a
sufficient principal amount of Treasury Obligations to provide
funds upon maturity of the Trust at least equal to $1.00 per Unit.
The Redemption Price per Unit (as well as the secondary market
Public Offering Price) will be determined on the basis of the
bid price of the Treasury Obligations and the aggregate underlying
value of the Equity Securities in the Trust plus or minus cash,
if any, in the Income and Capital Accounts of the Trust, while
the Public Offering Price per Unit during the initial offering
period will be determined on the basis of the offering price of
such Treasury Obligations, as of the close of trading on the New
York Stock Exchange on the date any such determination is made
and the aggregate underlying value of the Equity Securities in
the Trust, plus or minus cash, if any, in the Income and Capital
Accounts of the Trust. On the Initial Date of Deposit the Public
Offering Price per Unit (which is based on the offering prices
of the Treasury Obligations and the aggregate underlying value
of the Equity Securities in the Trust and includes the sales charge)
exceeded
Page 21
the Unit value at which Units could have been redeemed (based
upon the current bid prices of the Treasury Obligations and the
aggregate underlying value of the Equity Securities in the Trust)
by the amount shown under "Summary of Essential Information."
The Redemption Price per Unit is the pro rata share of each Unit
determined by the Trustee by adding: (1) the cash on hand in the
Trust other than cash deposited in the Trust to purchase Securities
not applied to the purchase of such Securities; (2) the aggregate
value of the Securities (including "when issued" contracts, if
any) held in the Trust, as determined by the Evaluator on the
basis of bid prices of the Treasury Obligations and the aggregate
underlying value of the Equity Securities in the Trust next computed;
and (3) dividends receivable on Equity Securities trading ex-dividend
as of the date of computation; and deducting therefrom: (1) amounts
representing any applicable taxes or governmental charges payable
out of the Trust; (2) an amount representing estimated accrued
expenses of the Trust, including but not limited to fees and expenses
of the Trustee (including legal and auditing fees), the Evaluator
and supervisory fees, if any; (3) cash held for distribution to
Unit holders of record of the Trust as of the business day prior
to the evaluation being made; and (4) other liabilities incurred
by the Trust; and finally dividing the results of such computation
by the number of Units of the Trust outstanding as of the date
thereof.
The aggregate value of the Equity Securities will be determined
in the following manner: if the Equity Securities are listed on
a national securities exchange or the NASDAQ National Market System,
this evaluation is generally based on the closing sale prices
on that exchange or that system (unless it is determined that
these prices are inappropriate as a basis for valuation) or, if
there is no closing sale price on that exchange or system, at
the closing bid prices. If the Equity Securities are not so listed
or, if so listed and the principal market therefor is other than
on the exchange, the evaluation shall generally be based on the
current bid price on the over-the-counter market (unless these
prices are inappropriate as a basis for evaluation). If current
bid prices are unavailable, the evaluation is generally determined
(a) on the basis of current bid prices for comparable securities,
(b) by appraising the value of the Equity Securities on the bid
side of the market or (c) by any combination of the above.
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 the New York Stock Exchange is restricted or any emergency
exists, as a result of which disposal or evaluation of the Securities
is not reasonably practicable, or for such other periods as the
Securities and Exchange Commission may by order permit. Under
certain extreme circumstances, the Sponsor may apply to the Securities
and Exchange Commission for an order permitting a full or partial
suspension of the right of Unit holders to redeem their Units.
The Trustee is not liable to any person in any way for any loss
or damage which may result from any such suspension or postponement.
How May Units be Purchased by the Sponsor or Underwriter?
The Trustee shall notify the Sponsor or Underwriter of any tender
of Units for redemption. If the Sponsor's or Underwriter's bid
in the secondary market at that time equals or exceeds the Redemption
Price per Unit, it may purchase such Units by notifying the Trustee
before 1:00 p.m. Eastern time on the same business day and by
making payment therefor to the Unit holder not later than the
day on which the Units would otherwise have been redeemed by the
Trustee. Units held by the Sponsor or Underwriter may be tendered
to the Trustee for redemption as any other Units. In the event
the Sponsor or Underwriter does not purchase Units, the Trustee
may sell Units tendered for redemption in the over-the-counter
market, if any, as long as the amount to be received by the Unit
holder is equal to the amount he would have received on redemption
of the Units.
The offering price of any Units acquired by the Sponsor or Underwriter
will be in accord with the Public Offering Price described in
the then effective prospectus describing such Units. Any profit
or loss resulting from the resale or redemption of such Units
will belong to the Sponsor or Underwriter.
How May Securities be Removed from the Trust?
The Portfolio of the Trust is not "managed" by the Sponsor or
the Trustee; their activities described herein are governed solely
by the provisions of the Indenture. The Indenture provides that
the Sponsor may (but
Page 22
need not) direct the Trustee to dispose of an Equity Security
in the event that an issuer defaults in the payment of a dividend
that has been declared, that any action or proceeding has been
instituted restraining the payment of dividends or there exists
any legal question or impediment affecting such Equity Security,
that the issuer of the Equity Security has breached a covenant
which would affect the payments of dividends, the credit standing
of the issuer or otherwise impair the sound investment character
of the Equity Security, that the issuer has defaulted on the payment
on any other of its outstanding obligations, that the price of
the Equity Security has declined to such an extent or other such
credit factors exist so that in the opinion of the Sponsor, the
retention of such Equity Securities would be detrimental to the
Trust. Treasury Obligations may be sold by the Trustee only pursuant
to the liquidation of the Trust or to meet redemption requests.
Except as stated under "Portfolio-What are Some Additional Considerations
for Investors?" For Failed Contract Obligations, the acquisition
by the Trust of any securities other than the Securities is prohibited.
Pursuant to the Indenture and with limited exceptions, the Trustee
may sell any securities or other property acquired in exchange
for Equity Securities such as those acquired in connection with
a merger or other transaction. If offered such new or exchanged
securities or property, the Trustee shall reject the offer. However,
in the event such securities or property are nonetheless acquired
by the Trust, they may be accepted for deposit in the Trust and
either sold by the Trustee or held in the Trust pursuant to the
direction of the Sponsor (who may rely on the advice of the Portfolio
Supervisor). Proceeds from the sale of Securities by the Trustee
are credited to the Capital Account of the Trust for distribution
to Unit holders or to meet redemptions.
The Trustee may also sell Securities designated by the Sponsor,
or if not so directed, in its own discretion, for the purpose
of redeeming Units of the Trust tendered for redemption and the
payment of expenses; provided however, that in the case of Securities
sold to meet redemption requests, Treasury Obligations may only
be sold if the Trust is assured of retaining a sufficient principal
amount of Treasury Obligations to provide funds upon maturity
of the Trust at least equal to $1.00 per Unit. Treasury Obligations
may not be sold by the Trustee to meet Trust expenses.
The Sponsor, in designating Equity Securities to be sold by the
Trustee, will generally make selections in order to maintain,
to the extent practicable, the proportionate relationship among
the number of shares of individual issues of Equity Securities.
To the extent this is not practicable, the composition and diversity
of the Equity Securities may be altered. In order to obtain the
best price for the Trust, it may be necessary for the Sponsor
to specify minimum amounts (generally 100 shares) in which blocks
of Equity Securities are to be sold.
INFORMATION AS TO SPONSOR, TRUSTEE AND EVALUATOR
Who is the Sponsor?
Nike Securities L.P., the Sponsor, specializes in the underwriting,
trading and distribution of unit investment trusts and other securities.
Nike Securities L.P., an Illinois limited partnership formed in
1991, acts as Sponsor for successive series of The First Trust
Combined Series, The First Trust Special Situations Trust, The
First Trust Insured Corporate Trust, The First Trust of Insured
Municipal Bonds, The First Trust GNMA, Templeton Growth and Treasury
Trust, Templeton Foreign Fund & U.S. Treasury Securities Trust
and The Advantage Growth and Treasury Securities Trust. First
Trust introduced the first insured unit investment trust in 1974
and to date more than $8 billion in First Trust unit investment
trusts have been deposited. The Sponsor's employees include a
team of professionals with many years of experience in the unit
investment trust industry. The Sponsor is a member of the National
Association of Securities Dealers, Inc. and Securities Investor
Protection Corporation and has its principal offices at 1001 Warrenville
Road, Lisle, Illinois 60532; telephone number (708) 241-4141.
As of December 31, 1993, the total partners' capital of Nike Securities
L.P. was $12,743,032 (audited). (This paragraph relates only to
the Sponsor and not to the Trust or to any series thereof or to
any other Underwriter. The information is included herein only
for the purpose of informing investors as to the financial responsibility
of the Sponsor and its ability to carry out its contractual obligations.
More detailed financial information will be made available by
the Sponsor upon request.)
Page 23
Who is the Trustee?
The Trustee is United States Trust Company of New York with its
principle place of business at 45 Wall Street, New York, New York
10005 and its unit investment trust offices at 770 Broadway, New
York, New York 10003. Unit holders who have questions regarding
the Trust may call the Customer Service Help Line at 1-800-682-7520.
The Trustee is a member of the New York Clearing House Association
and is subject to supervision and examination by the Comptroller
of the Currency, the Federal Deposit Insurance Corporation and
the Board of Governors of the Federal Reserve System.
The Trustee, whose duties are ministerial in nature, has not participated
in the selection of the Securities. For information relating to
the responsibilities of the Trustee under the Indenture, reference
is made to the material set forth under "Rights of Unit Holders."
The Trustee and any successor trustee may resign by executing
an instrument in writing and filing the same with the Sponsor
and mailing a copy of a notice of resignation to all Unit holders.
Upon receipt of such notice, the Sponsor is obligated to appoint
a successor trustee promptly. If the Trustee becomes incapable
of acting or becomes bankrupt or its affairs are taken over by
public authorities, the Sponsor may remove the Trustee and appoint
a successor as provided in the Indenture. If upon resignation
of a trustee no successor has accepted the appointment within
30 days after notification, the retiring trustee may apply to
a court of competent jurisdiction for the appointment of a successor.
The resignation or removal of 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 banking corporation
organized under the laws of the United States or any State and
having at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
Limitations on Liabilities of Sponsor and Trustee
The Sponsor and the Trustee shall be under no liability to Unit
holders for taking any action or for refraining from taking any
action in good faith pursuant to the Indenture, or for errors
in judgment, but shall be liable only for their own willful misfeasance,
bad faith, gross negligence (ordinary negligence in the case of
the Trustee) or reckless disregard of their obligations and duties.
The Trustee shall not be liable for depreciation or loss incurred
by reason of the sale by the Trustee of any of the Securities.
In the event of the failure of the Sponsor to act under the Indenture,
the Trustee may act thereunder and shall not be liable for any
action taken by it in good faith under the Indenture.
The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the
interest thereon or upon it as Trustee under the Indenture or
upon or in respect of the Trust which the Trustee may be required
to pay under any present or future law of the United States of
America or of any other taxing authority having jurisdiction.
In addition, the Indenture contains other customary provisions
limiting the liability of the Trustee.
If the Sponsor shall fail to perform any of its duties under the
Indenture or becomes incapable of acting or becomes bankrupt or
its affairs are taken over by public authorities, then the Trustee
may (a) appoint a successor Sponsor at rates of compensation deemed
by the Trustee to be reasonable and not exceeding amounts prescribed
by the Securities and Exchange Commission, or (b) terminate the
Indenture and liquidate the Trust as provided herein, or (c) continue
to act as Trustee without terminating the Indenture.
Who is the Evaluator?
The Evaluator is FT Evaluators L.P., an Illinois limited partnership
formed in 1994 and an affiliate of the Sponsor. The Evaluator's
address is 1001 Warrenville Road, Lisle, Illinois 60532. The Evaluator
may resign or may be removed by the Sponsor and the Trustee, in
which event the Sponsor and the Trustee are to use their best
efforts to appoint a satisfactory successor. Such resignation
or removal shall become effective upon the acceptance of appointment
by the successor Evaluator. If upon resignation of the Evaluator
no successor has accepted appointment within 30 days after notice
of resignation, the Evaluator may apply to a court of competent
jurisdiction for the appointment of a successor.
Page 24
The Trustee, Sponsor and Unit holders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for
the accuracy thereof. Determinations by the Evaluator under the
Indenture shall be made in good faith upon the basis of the best
information available to it, provided, however, that the Evaluator
shall be under no liability to the Trustee, Sponsor or Unit holders
for errors in judgment. This provision shall not protect the Evaluator
in any case of willful misfeasance, bad faith, gross negligence
or reckless disregard of its obligations and duties.
OTHER INFORMATION
How May the Indenture be Amended or Terminated?
The Sponsor and the Trustee have the power to amend the Indenture
without the consent of any of the Unit holders when such an amendment
is (1) to cure any ambiguity or to correct or supplement any provision
of the Indenture which may be defective or inconsistent with any
other provision contained therein, or (2) to make such other provisions
as shall not adversely affect the interest of the Unit holders
(as determined in good faith by the Sponsor and the Trustee).
The Indenture provides that the Trust shall terminate upon the
maturity, redemption or other disposition of the last of the Treasury
Obligations held in the Trust, but in no event beyond the Mandatory
Termination Date indicated herein under "Summary of Essential
Information." The Trust may be liquidated at any time by consent
of 100% of the Unit holders of the Trust or by the Trustee in
the event that Units of the Trust not yet sold aggregating more
than 60% of the Units of the Trust are tendered for redemption
by the Sponsor. If the Trust is liquidated because of the redemption
of unsold Units of the Trust, the Sponsor will refund to each
purchaser of Units of the Trust the entire sales charge paid by
such purchaser. In the event of termination, written notice thereof
will be sent by the Trustee to all Unit holders of the Trust.
Within a reasonable period after termination, the Trustee will
follow the procedures set forth under "How are Income and Capital
Distributed?"
Commencing on the Treasury Obligations Maturity Date, Equity Securities
will begin to be sold in connection with the termination of the
Trust. The Sponsor will determine the manner, timing and execution
of the sale of the Equity Securities. Written notice of any termination
of the Trust specifying the time or times at which Unit holders
may surrender their certificates for cancellation shall be given
by the Trustee to each Unit holder at his address appearing on
the registration books of the Trust maintained by the Trustee.
At least 60 days prior to the Treasury Obligations Maturity Date
the Trustee will provide written notice thereof to all Unit holders
and will include with such notice a form to enable Unit holders
to elect a distribution of shares of Equity Securities (reduced
by customary transfer and registration charges), if such Unit
holder owns at least 25,000 Units of the Trust, rather than to
receive payment in cash for such Unit holder's pro rata share
of the amounts realized upon the disposition by the Trustee of
Equity Securities. All Unit holders will receive their pro rata
portion of the Treasury Obligations in cash upon the termination
of the Trust. To be effective, the election form, together with
surrendered certificates and other documentation required by the
Trustee, must be returned to the Trustee at least five business
days prior to the Treasury Obligations Maturity Date. Unit holders
not electing a distribution of shares of Equity Securities will
receive a cash distribution from the sale of the remaining Securities
within a reasonable time after the Trust is terminated. Regardless
of the distribution involved, the Trustee will deduct from the
funds of the Trust any accrued costs, expenses, advances or indemnities
provided by the Trust Agreement, including estimated compensation
of the Trustee and costs of liquidation and any amounts required
as a reserve to provide for payment of any applicable taxes or
other governmental charges. Any sale of Securities in the Trust
upon termination may result in a lower amount than might otherwise
be realized if such sale were not required at such time. The Trustee
will then distribute to each Unit holder his pro rata share of
the balance of the Income and Capital Accounts.
Legal Opinions
The legality of the Units offered hereby and certain matters relating
to Federal tax law have been passed upon by Chapman and Cutler,
111 West Monroe Street, Chicago, Illinois 60603, as counsel for
the Sponsor. Carter, Ledyard & Milburn, will act as counsel for
the Trustee and as special New York tax counsel for the Trust.
Page 25
Experts
The statement of net assets, including the schedule of investments,
of the Trust at the opening of business on the Initial Date of
Deposit appearing in this Prospectus and Registration Statement
has been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon appearing elsewhere herein and
in the Registration Statement, and is included in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.
UNDERWRITING
The Underwriter named below has purchased Units in the following
amount:
<TABLE>
<CAPTION>
Number of
Name Address Units
____ _______ _________
<S> <C> <C>
Underwriter
John G. Kinnard 920 Second Ave. South, Minneapolis, MN 55402 500,000
& Co., Incorporated
=========
</TABLE>
On the Initial Date of Deposit, the Underwriter of the Trust became
the owner of the Units of the Trust and entitled to the benefits
thereof, as well as the risks inherent therein.
The Underwriter Agreement provides that a public offering of the
Units of the Trust will be made at the Public Offering Price described
in the prospectus. Units may also be sold to or through dealers
and others during the initial offering period and in the secondary
market at prices representing a concession or agency commission
as described in "Public Offering-How are Units Distributed?"
The Underwriter has agreed to underwrite additional Units of the
Trust as they become available. The Sponsor will receive from
the Underwriter the difference between the gross sales concession
and 4.1% of the Public Offering Price of the Units, which is retained
by the Underwriter.
From time to time the Sponsor may implement programs under which
Underwriters and dealers of the Trust may receive nominal awards
from the Sponsor for each of their registered representatives
who have sold a minimum number of UIT Units during a specified
time period. In addition, at various times the Sponsor may implement
other programs under which the sales force of an Underwriter or
dealer may be eligible to win other nominal awards for certain
sales efforts, or under which the Sponsor will reallow to any
such Underwriter or dealer that sponsors sales contests or recognition
programs conforming to criteria established by the Sponsor, or
participates in sales programs sponsored by the Sponsor, an amount
not exceeding the total applicable sales charges on the sales
generated by such person at the public offering price during such
programs. Also, the Sponsor in its discretion may from time to
time pursuant to objective criteria established by the Sponsor
pay fees to qualifying Underwriters or dealers for certain services
or activities which are primarily intended to result in sales
of Units of the Trust. Such payments are made by the Sponsor out
of its own assets, and not out of the assets of the Trust. These
programs will not change the price Unit holders pay for their
Units or the amount that the Trust will receive from the Units
sold.
The Sponsor may from time to time in its advertising and sales
materials compare the then current estimated returns on the Trust
and returns over specified periods on other similar Trusts sponsored
by Nike Securities L.P. with returns on other taxable investments
such as corporate or U.S. Government bonds, bank CDs and money
market accounts or money market funds, each of which has investment
characteristics that may differ from those of the Trust. U.S.
Government bonds, for example, are backed by the full faith and
credit of the U.S. Government and bank CDs and money market accounts
are insured by an agency of the federal government. Money market
accounts and money market funds provide stability of principal,
but pay interest at rates that vary with the condition of the
short-term debt market. The investment characteristics of the
Trust are described more fully elsewhere in this Prospectus.
Trust performance may be compared to performance on a total return
basis with the Dow Jones Industrial Average, the S&P 500 Composite
Price Stock Index, or performance data from Lipper Analytical
Services, Inc. and Morningstar Publications, Inc. or from publications
such as Money Magazine, The New York Times, U.S. News and World
Report, Business Week, Forbes Magazine or Fortune Magazine. As
with other performance data, performance comparisons should not
be considered representative of the Trust's relative performance
for any future period.
Page 26
REPORT OF INDEPENDENT AUDITORS
The Sponsor, Nike Securities L.P., and Unit Holders
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 112
We have audited the accompanying statement of net assets, including
the schedule of investments, of The First Trust Special Situations
Trust, Series 112, comprised of Select 1995 Growth & Treasury
Securities Trust, as of the opening of business on January 18,
1995. This statement of net assets is the responsibility of the
Trust's Sponsor. Our responsibility is to express an opinion on
this statement of net assets based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the statement
of net assets is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of net assets. Our procedures included
confirmation of the letter of credit held by the Trustee and deposited
in the Trust on January 18, 1995. An audit also includes assessing
the accounting principles used and significant estimates made
by the Sponsor, as well as evaluating the overall presentation
of the statement of net assets. We believe that our audit of the
statement of net assets provides a reasonable basis for our opinion.
In our opinion, the statement of net assets referred to above
presents fairly, in all material respects, the financial position
of The First Trust Special Situations Trust, Series 112, comprised
of Select 1995 Growth & Treasury Securities Trust, at the opening
of business on January 18, 1995 in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
January 18, 1995
Page 27
Statement of Net Assets
Select 1995 Growth & Treasury Securities Trust
The First Trust Special Situations Trust, Series 112
At the Opening of Business on the Initial Date of Deposit
January 18, 1995
<TABLE>
<CAPTION>
NET ASSETS
<S> <C>
Investment in Securities represented by purchase
contracts (1) (2) $ 461,509
==========
Units outstanding 500,000
==========
</TABLE>
<TABLE>
<CAPTION>
ANALYSIS OF NET ASSETS
<S> <C>
Cost to investors (3) $ 488,369
Less sales charge (3) (26,860)
__________
Net Assets
$ 461,509
==========
</TABLE>
[FN]
NOTES TO STATEMENT OF NET ASSETS
(1) Aggregate cost of the Securities listed under "Schedule of
Investments" is based on offering side evaluations of the Treasury
Obligations and the aggregate underlying value of the Equity Securities.
(2) An irrevocable letter of credit totaling $600,000 issued
by Bankers Trust Company has been deposited with the Trustee covering
the monies necessary for the purchase of the Securities pursuant
to contracts for the purchase of such Securities.
(3) The aggregate cost to investors includes a sales charge computed
at the rate of 5.5% of the Public Offering Price (equivalent to
5.82% of the net amount invested), assuming no reduction of sales
charge for quantity purchases.
Page 28
Schedule of Investments
Select 1995 Growth & Treasury Securities Trust
The First Trust Special Situations Trust, Series 112
At the Opening of Business on the Initial Date of Deposit
January 18, 1995
<TABLE>
<CAPTION>
Market
Value per
Percentage of Share of Cost of
Maturity Aggregate Equity Securities
Value Name of Issuer and Title of Security (1) Offering Price Securities to Trust (2)
________ ________________________________________ __________________ __________ ____________
<C> <S> <C> <C> <C>
$500,000 Zero coupon U.S. Treasury bonds 49.17% $ 226,944
maturing May 15, 2005
Number Ticker Symbol and
of Shares Name of Issuer of Equity Securities
__________ ___________________________________
1,938 ATSI ATS Medical, Inc. 1.73% $ 4.125 7,994
587 ADVC Advance Circuits, Inc. 1.73% 13.625 7,998
1,163 ATCC AirTran Corporation 1.73% 6.875 7,996
1,207 AMRI Amrion, Inc. 1.83% 7.000 8,449
1,453 ANCR Ancor Communications, Inc. 1.77% 5.625 8,173
799 AVEC AVECOR Cardiovascular, Inc. 1.73% 10.000 7,990
1,640 BVAS Bio Vascular, Inc. 1.73% 4.875 7,995
771 CNXS CNS, Inc. 1.76% 10.500 8,096
1,184 CTCQ Check Technology Corporation 1.73% 6.750 7,992
561 CHMD Chronimed Inc. 1.73% 14.250 7,994
666 CSII Communications Systems, Inc. 1.77% 12.250 8,158
571 CFBX Community First Bankshares, Inc. 1.73% 14.000 7,994
1,254 CMNT Computer Network Technology
Corporation 1.73% 6.375 7,994
346 DAIG Daig Corporation 1.74% 23.250 8,045
208 DFS Department 56, Inc. 1.74% 38.500 8,008
999 DBII Digital Biometrics, Inc. 1.73% 8.000 7,992
180 FAST Fastenal Company 1.77% 45.250 8,145
790 FTHR Featherlite Manufacturing, Inc. 1.73% 10.125 7,999
516 FHT Fingerhut Companies, Inc. 1.76% 15.750 8,127
529 GND Grand Casinos, Inc. 1.75% 15.250 8,067
888 GRST Grist Mill Company 1.81% 9.375 8,325
766 GBIZ Grow Biz International, Inc. 1.79% 10.750 8,235
542 MNTX Minntech Corporation 1.82% 15.500 8,401
426 NRRD Norstan, Inc. 1.73% 18.750 7,987
168 SNO Polaris Industries, Inc. 1.72% 47.125 7,917
551 RGIS Regis Corporation 1.73% 14.500 7,989
633 SHFL Shuffle Master, Inc. 1.78% 13.000 8,229
780 TECH Techne Corporation 1.78% 10.500 8,190
761 TWER Tower Automotive, Inc. 1.75% 10.625 8,086
________ ___________
Total Equity Securities 50.83% 234,565
________ ___________
Total Investments 100% $ 461,509
======== ===========
</TABLE>
[FN]
Page 29
(1) The Treasury Obligations are being purchased at a discount
from their par value because there is no stated interest income
thereon (such securities are often referred to as zero coupon
U.S. Treasury bonds). Over the life of the Treasury Obligations
the value increases, so that upon maturity the holders will receive
100% of the principal amount thereof.
All securities are represented by regular way contracts to purchase
such securities for the performance of which an irrevocable letter
of credit has been deposited with the Trustee. The contracts to
purchase securities were entered into by the Sponsor on January
17, 1995.
(2) The cost of the securities to the Trust represents the offering
side evaluation as determined by the Evaluator, an affiliate of
the Sponsor, with respect to the Treasury Obligations and the
aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the closing sale prices of listed
Equity Securities and the ask prices of over-the-counter traded
Equity Securities on the business day preceding the Initial Date
of Deposit). The offering side evaluation of the Treasury Obligations
is greater than the bid side evaluation of such Treasury Obligations
which is the basis on which the Redemption Price per Unit will
be determined after the initial offering period. The aggregate
value, based on the bid side evaluation of the Treasury Obligations
and the aggregate underlying value of the Equity Securities on
the Initial Date of Deposit, was $460,834. Cost and profit to
the Sponsor relating to the purchase of the Treasury Obligations
sold to the Trust were $225,705 and $1,239, respectively. Cost
and loss to Sponsor relating to the purchase of the Equity Securities
sold to the Trust were $234,608 and $43, respectively.
Page 30
This page is intentionally left blank.
Page 31
<TABLE>
<CAPTION>
CONTENTS:
<S> <C>
Summary of Essential Information 4
Select 1995 Growth & Treasury Securities Trust
The First Trust Special Situations Trust, Series 112:
What is The First Trust Special Situations Trust? 5
What are the Expenses and Charges? 6
What is the Federal Tax Status of Unit Holders? 7
Why are Investments in the Trust Suitable for
Retirement Plans? 10
Portfolio:
What are Treasury Obligations? 11
What are Equity Securities? 11
Risk Factors 11
What are the Equity Securities Selected for
Select 1995 Growth & Treasury Securities Trust? 13
What are Some Additional Considerations
for Investors? 15
Public Offering:
How is the Public Offering Price Determined? 16
How are Units Distributed? 18
What are the Sponsor's and Underwriter's
Profits? 18
Will There be a Secondary Market? 19
Rights of Unit Holders:
How is Evidence of Ownership Issued
and Transferred? 19
How are Income and Capital Distributed? 20
What Reports will Unit Holders Receive? 20
How May Units be Redeemed? 21
How May Units be Purchased by the Sponsor or
Underwriter? 22
How May Securities be Removed from the Trust? 22
Information as to Sponsor, Trustee and Evaluator:
Who is the Sponsor? 23
Who is the Trustee? 24
Limitations on Liabilities of Sponsor and Trustee 24
Who is the Evaluator? 24
Other Information:
How May the Indenture be Amended or
Terminated? 25
Legal Opinions 25
Experts 26
Underwriting 26
Report of Independent Auditors 27
Statement of Net Assets 28
Schedule of Investments 29
</TABLE>
______________
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION
TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET
FORTH IN THE REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO,
WHICH THE TRUST HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT
COMPANY ACT OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.
John G. Kinnard & Co., Inc.
Select 1995
Growth &
Treasury
Securities Trust
John G. Kinnard & Co., Inc.
Kinnard Financial Center
920 Second Ave. South
Minneapolis, MN 55402
(800) 444-7884
(612) 370-2700
Trustee:
United States Trust Company
of New York
770 Broadway
New York, New York 10003
1-800-682-7520
PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE
January 18, 1995
Page 32
CONTENTS OF REGISTRATION STATEMENT
A. BONDING ARRANGEMENTS OF DEPOSITOR:
Nike Securities L.P. is covered by a Brokers' Fidelity Bond,
in the total amount of $1,000,000, the insurer being
National Union Fire Insurance Company of Pittsburgh.
B. THIS REGISTRATION STATEMENT ON FORM S-6 COMPRISES
THE FOLLOWING PAPERS AND DOCUMENTS:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
Exhibits
Financial Data Schedule
S-1
SIGNATURES
The Registrant, The First Trust Special Situations Trust,
Series 112, hereby identifies The First Trust Special Situations
Trust, Series 4 Great Lakes Growth and Treasury Trust, Series 1
and The First Trust Special Situations Trust, Series 18 Wisconsin
Growth and Treasury Securities Trust, Series 1, for purposes of
the representations required by Rule 487 and represents the
following:
(1) that the portfolio securities deposited in the series
as to the securities of which this Registration Statement is
being filed do not differ materially in type or quality from
those deposited in such previous series;
(2) that, except to the extent necessary to identify the
specific portfolio securities deposited in, and to provide
essential financial information for, the series with respect to
the securities of which this Registration Statement is being
filed, this Registration Statement does not contain disclosures
that differ in any material respect from those contained in the
registration statements for such previous series as to which the
effective date was determined by the Commission or the staff; and
(3) that it has complied with Rule 460 under the Securities
Act of 1933.
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, The First Trust Special Situations Trust, Series
112, has duly caused this Amendment to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Lisle and State of Illinois on
January 18, 1995.
THE FIRST TRUST SPECIAL SITUATIONS
TRUST, SERIES 112
By NIKE SECURITIES L.P.
Depositor
By Carlos E. Nardo
Senior Vice President
S-2
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed
below by the following person in the capacity and on the date
indicated:
NAME TITLE* DATE
Robert D. Van Kampen Sole Director )
of Nike Securities )
Corporation, the ) January 18, 1995
General Partner of )
Nike Securities L.P. )
)
)
) Carlos E. Nardo
) Attorney-in-Fact**
)
)
* The title of the person named herein represents his
capacity in and relationship to Nike Securities L.P.,
Depositor.
** An executed copy of the related power of attorney was
filed with the Securities and Exchange Commission in
connection with the Amendment No. 1 to Form S-6 of The
First Trust Special Situations Trust, Series 18 (File No.
33-42683) and the same is hereby incorporated herein by
this reference.
S-3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated January 18, 1995, in
Amendment No. 1 to the Registration Statement (Form S-6) (File
No. 33-57051) and related Prospectus of The First Trust Special
Situations Trust, Series 112.
ERNST & YOUNG LLP
Chicago, Illinois
January 18, 1995
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.
CONSENT OF FT EVALUATORS L.P.
The consent of FT Evaluators L.P. to the use of its name in
the Prospectus included in the Registration Statement will be
filed as Exhibit 4.1 to the Registration Statement.
S-4
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Special Situations Trust, Series 18 and
subsequent Series effective October 15, 1991 among Nike
Securities L.P., as Depositor, United States Trust
Company of New York as Trustee, Securities Evaluation
Service, Inc., as Evaluator, and Nike Financial Advisory
Services L.P. as Portfolio Supervisor (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
1.1.1 Form of Trust Agreement for Series 112 among Nike
Securities L.P., as Depositor, United States Trust
Company of New York, as Trustee, FT Evaluators L.P., as
Evaluator, and First Trust Advisors L.P., as Portfolio
Supervisor.
1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership
Agreement of Nike Securities L.P. (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
1.4 Copy of Articles of Incorporation of Nike Securities
Corporation, the general partner of Nike Securities
L.P., Depositor (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.5 Copy of By-Laws of Nike Securities Corporation, the
general partner of Nike Securities L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-
6 [File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
1.6 Underwriter Agreement (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42755] filed on
behalf of The First Trust Special Situations Trust,
Series 19).
2.1 Copy of Certificate of Ownership (included in Exhibit
1.1 filed herewith on page 2 and incorporated herein by
reference).
S-5
3.1 Opinion of counsel as to legality of securities being
registered.
3.2 Opinion of counsel as to Federal income tax status of
securities being registered.
3.3 Opinion of counsel as to New York income tax status of
securities being registered.
3.4 Opinion of counsel as to advancement of funds by
Trustee.
4.1 Consent of FT Evaluators L.P.
6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
7.1 Power of Attorney executed by the Director listed on
page S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
EX-27 Financial Data Schedule.
S-6
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 112
TRUST AGREEMENT
Dated: January 18, 1995
This Trust Agreement among Nike Securities L.P., as
Depositor, United States Trust Company of New York, as Trustee,
FT Evaluators L.P., as Evaluator and First Trust Advisors L.P. as
Portfolio Supervisor, sets forth certain provisions in full and
incorporates other provisions by reference to the document
entitled "Standard Terms and Conditions of Trust for The First
Trust Special Situations Trust, Series 18 and subsequent Series,
Effective October 15, 1991" (herein called the "Standard Terms
and Conditions of Trust"), and such provisions as are
incorporated by reference constitute a single instrument. All
references herein to Articles and Sections are to Articles and
Sections of the Standard Terms and Conditions of Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee, the
Evaluator and the Portfolio Supervisor agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II and Part III hereof,
all the provisions contained in the Standard Terms and Conditions
of Trust are herein incorporated by reference in their entirety
and shall be deemed to be a part of this instrument as fully and
to the same extent as tough said provisions had been set forth in
full in this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit is 500,000 Units.
(2) The initial fractional undivided interest in and
ownership of the Trust represented by each Unit thereof shall be
1/500,000.
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio is as follows on the Initial Date
of Deposit:
1.73% ATS Medical, Inc., 1.73% Advance Circuits Inc.,
1.73% AirTranCorporation, 1.83% Amrion, Inc.,
1.77% Ancor Communications, Inc., 1.73% AVECOR
Cardiovascular, Inc., 1.73% Bio Vascular,
Inc., 1.76% CNS, Inc., 1.73% Check Technology
Corporation, 1.73% Chronimed Inc., 1.77% Communications
Systems, Inc., 1.73% Community First Bankshares, Inc.,
1.73% Computer Network Technology Corporation, 1.74%
Daig Corporation, 1.74% Department 56, Inc., 1.73%
Digital Biometrics, Inc., 1.77% Fastenal Company, 1.73%
Featherlite Manufacturing, Inc., 1.76% Fingerhut
Companies, Inc., 1.75% Grand Casinos, Inc., 1.81%
Grist Mill Company, 1.79% Grow Biz International,
Inc., 1.82% Minntech Corporation, Inc., 1.73%
Norstan, Inc., 1.72% Polaris Industries, Inc., 1.73%
Regis Corporation, 1.78% Shuffle Master, Inc., 1.78%
Techne Corporation, 1.75% Tower Automotive, Inc.
D. The Record Dates for Income and Capital distributions
shall be as set forth in the Prospectus under "Summary of
Essential Information."
E. The Distribution Dates for Income and Capital
distributions shall be as set forth in the Prospectus under
"Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
May 15, 2005.
G. The Treasury Obligations Maturity Date for the Trust
shall be May 15, 2005.
H. The Evaluator's compensation as referred to in Section
4.03 of the Standard Terms and Conditions of Trust shall be an
annual fee of $0.00030 per Unit calculated on the largest number
of Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05, payable on a
Distribution Date.
I. The Trustee's Compensation Rate pursuant to Section
6.04 of the Standard Terms and Conditions of Trust shall be an
annual fee of $0.00090 per Unit, calculated on the largest number
of Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05. However, in no event,
except as may be otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in
any one year from any Trust of less than $2,000 for such annual
compensation.
J. The Initial Date of Deposit for the Trust is January
18, 1995.
K. The minimum amount of Equity Securities to be sold by
the Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 1,000 shares.
PART III
A. The term "Capital Account" as set forth in the
Prospectus shall be deemed to refer to the "Principal Account."
B. Paragraph (b) of Section 2.01 of the Standard Terms and
Conditions of Trust is amended by substituting the following
sentences for the third and fourth sentences of such paragraph:
"The Trustee shall not accept any deposit pursuant to this
Section 2.01(b) unless the Depositor and Trustee have each
determined that the maturity value of the Zero Coupon Obligations
included in the deposit, divided by the number of Units created
by reason of the deposit, shall equal $1.00; written
certifications of such determinations shall be executed by the
Depositor and Trustee and preserved in the Trust records with a
copy of each such written certification to Standard & Poor's
Corporation so long as Units of the Trust are rated by them. The
Depositor shall, at its expense, cause independent public
accountants to review the Trust's holdings (i) at such time as
the Depositor determines no further deposits shall be made
pursuant to this paragraph and (ii), if earlier, as of the 90th
day following the initial deposit, for the purpose of certifying
whether the face value of the Zero Coupon Obligations then held
by the Trust divided by the Units then outstanding equals $1.00.
A copy of each written report from the independent public
accountants based on their review will be provided to Standard &
Poor's Corporation so long as Units of the Trust are rated by
them."
C. The last sentence of the first paragraph of Section
5.02 of the Standard Terms and Conditions of Trust is amended by
substituting "4:00 p.m. Eastern time" for "12:00 p.m in the City
of New York."
D. The second paragraph of Section 5.02 of the Standard
Terms and Conditions of Trust is amended by substituting the
following sentence for the third sentence of the second paragraph
of such Section:
"If such available funds shall be insufficient, the Trustee
shall sell such Securities as have been designated on the current
list for such purpose by the Portfolio Supervisor, as hereinafter
in this Section 5.02 provided, in amounts as the Trustee in its
discretion shall deem advisable or necessary in order to fund the
Principal Account for purposes of such redemption, provided
however, that Zero Coupon Obligations may not be sold unless the
Depositor and Trustee, which may rely on the advice of the
Portfolio Supervisor, have determined that the face value of the
Zero Coupon Obligations remaining after such proposed sale,
divided by the number of Units outstanding after the tendered
Units are redeemed, shall equal or exceed $1.00; a written
certification as to such determination shall be executed by the
Depositor and Trustee and preserved in the Trust records with a
copy of each such written certification to Standard & Poor's
Corporation so long as Units of the Trust are rated by them.
Within 90 days of the fiscal year end of the Trust, the Depositor
shall obtain, at its expense, an annual written certification
from the independent public accountants as to such determination
which will also be provided to Standard & Poor's Corporation so
long as Units of the Trust are rated by them."
E. The third sentence of the seventh paragraph of Section
5.02 of the Standard Terms and Conditions of Trust is amended by
deleting "a certification from the independent public accountants
to the effect described in the second paragraph of this Section
5.02" and in its place inserting "a certification from the
Depositor and Trustee to the effect described in the second
paragraph of this Section 5.02."
F. Paragraph (a) of subsection II of Section 3.05 of the
Standard Terms and Conditions of Trust is hereby amended to
substitute the following sentence for the first sentence of such
paragraph:
"On each Distribution Date, the Trustee shall distribute to
each Unit holder of record at the close of business on the Record
Date immediately preceding such Distribution Date an amount per
Unit equal to such Unit holder's Income Distribution (as defined
below, if such Distribution Date is a Distribution Date requiring
a distribution from the Income Account) plus such Unit holder's
pro rata share of the balance of the Principal Account (except
for monies on deposit therein required to purchase Contract
Obligations) computed as of the close of business on such Record
Date after deduction of any amounts provided in Subsection I (if
such Distribution Date is exclusively a Distribution Date
requiring a distribution from the Capital Account, then the
calculation shall exclude amounts in the Income Account),
provided, however, that with respect to distributions other than
the distribution occurring in the month of December of each year,
the Trustee shall not be required to make a distribution from the
Principal Account unless the amount available for distribution
shall equal $1.00 per 1,000 Units in the case of Units initially
offered at approximately $1.00 per Unit, or, $1.00 per 100 Units
in the case of Units initially offered at approximately $10.00
per Unit."
G. Section 3.12 of the Standard Terms and Conditions of
Trust is hereby deleted in its entirety and replaced with the
following language:
"Section 3.12. Notice to Depositor.
In the event that the Trustee shall have been notified at
any time of any action to be taken or proposed to be taken by at
least a legally required number of holders of any Securities
deposited in a Trust, the Trustee shall take such action or omit
from taking any action, as appropriate, so as to insure that the
Securities are voted as closely as possible in the same manner
and the same general proportion as are the Securities held by
owners other than the Trust.
In the event that an offer by the issuer of any of the
Securities or any other party shall be made to issue new
securities, or to exchange securities, for Trust Securities, the
Trustee shall reject such offer. However, should any issuance,
exchange or substitution be effected notwithstanding such
rejection or without an initial offer, any securities, cash
and/or property received shall be deposited hereunder and shall
be promptly sold, if securities or property, by the Trustee
pursuant to the Depositor's direction, unless the Depositor
advises the Trustee to keep such securities or property. The
Depositor may rely on the Portfolio Supervisor in so advising the
Trustee. The cash received in such exchange and cash proceeds of
any such sales shall be distributed to Unit holders on the next
distribution date in the manner set forth in Section 3.05
regarding distributions from the Principal Account. The Trustee
shall not be liable or responsible in any way for depreciation or
loss incurred by reason of any such sale.
Neither the Depositor nor the Trustee shall be liable to any
person for any action or failure to take action pursuant to the
terms of this Section 3.12.
Whenever new securities or property is received and retained
by the Trust pursuant to this Section 3.12, the Trustee shall,
within five days thereafter, mail to all Unit holders of the
Trust notices of such acquisition unless legal counsel for the
Trust determines that such notice is not required by The
Investment Company Act of 1940, as amended."
H. The second paragraph of Section 3.02 of the Standard
Terms and Conditions of Trust is hereby deleted and replaced with
the following sentence:
"Any non-cash distributions (other than a non-taxable
distribution of the shares of the distributing corporation which
shall be retained by the Trust) received by the Trust shall be
dealt with in the manner described at Section 3.12, herein, and
shall by retained or disposed of by the Trust according to those
provisions. The proceeds of any disposition shall be credited to
the Income Account of the Trust. Neither the Trustee nor the
Depositor shall be liable or responsible in any way for
depreciation or loss incurred by reason of any such sale."
I. Section 1.01(4) shall be amended to read as follows:
"(4) "Portfolio Supervisor" shall mean First Trust Advisors
L.P. and its successors in interest, or any successor portfolio
supervisor appointed as hereinafter provided."
J. For purposes of this Trust, all references in the
Standard Terms and Conditions of Trust including provisions
thereof amended hereby to "1.00 per Unit" shall be amended to
read "10.00" per Unit" and all references to "per 1,000 Units"
shall be amended to read "per 100 Units."
K. Section 8.02 of the Standard Terms and Conditions of
Trust shall be amended to delete the reference to "100,000 Units"
and substitute "2,500 Units" in the second sentence of the second
paragraph thereof.
L. Section 3.05 of Article III of the Standard Terms and
Conditions of Trust is hereby amended to include the following
subsection:
"Section 3.05I(e) deduct from the Income Account or,
to the extent funds are not available in such Account, from
the Principal Account and pay to the Depositor the amount
that it is entitled to receive pursuant to Section 3.16.
M. Article III of the Standard Terms and Conditions of
Trust is hereby amended by inserting the following paragraphs
which shall be entitled Section 3.16.:
"Section 3.16. Bookkeeping and Administrative Expenses.
As compensation for providing bookkeeping and other
administrative services of a character described in Section
26(a)(2)(C) of the Investment Company Act of 1940 to the
extent such services are in addition to, and do not
duplicate, the services to be provided hereunder by the
Trustee or the Portfolio Supervisor, the Depositor shall
receive against a statement or statements therefor submitted
to the Trustee monthly or annually an aggregate annual fee
in an amount which shall not exceed $0.0010 times the number
of Units outstanding as of January 1 of such year except for
a year or years in which an initial offering period as
determined by Section 4.01 of this Indenture occurs, in
which case the fee for a month is based on the number of
Units outstanding at the end of such month (such annual fee
to be pro rated for any calendar year in which the Depositor
provides service during less than the whole of such year),
but in no event shall such compensation when combined with
all compensation received from other unit investment trusts
for which the Depositor hereunder is acting as Depositor for
providing such bookkeeping and administrative services in
any calendar year exceed the aggregate cost to the Depositor
providing services to such unit investment trusts. Such
compensation may, from time to time, be adjusted provided
that the total adjustment upward does not, at the time of
such adjustment, exceed the percentage of the total
increase, after the date hereof, in consumer prices for
services as measured by the United States Department of
Labor Consumer Price Index entitled "All Services Less Rent
of Shelter" or similar index, if such index should no longer
be published. The consent or concurrence of any Unit holder
hereunder shall not be required for any such adjustment or
increase. Such compensation shall be paid by the Trustee,
upon receipt of invoice therefor from the Depositor, upon
which, as to the cost incurred by the Depositor of providing
services hereunder the Trustee may rely, and shall be
charged against the Income and Principal Accounts on or
before the Distribution Date following the Monthly Record
Date on which such period terminates. The Trustee shall
have no liability to any Certificateholder or other person
for any payment made in good faith pursuant to this Section.
If the cash balance in the Income and Principal
Accounts shall be insufficient to provide for amounts
payable pursuant to this Section 3.16, the Trustee shall
have the power to sell (i) Securities from the current list
of Securities designated to be sold pursuant to Section 5.02
hereof, or (ii) if no such Securities have been so
designated, such Securities as the Trustee may see fit to
sell in its own discretion, and to apply the proceeds of any
such sale in payment of the amounts payable pursuant to this
Section 3.16, provided, however, that Zero Coupon
Obligations may not be sold to pay for amounts payable
pursuant to this Section 3.16.
Any moneys payable to the Depositor pursuant to this
Section 3.16 shall be secured by a prior lien on the Trust
Fund except that no such lien shall be prior to any lien in
favor of the Trustee under the provisions of Section 6.04
herein.
N. Section 1.01(3) shall be amended to read as follows:
"(3) "Evaluator" shall mean FT Evaluators L.P. and its
successors in interest, or any successor evaluator appointed
as hereinafter provided."
IN WITNESS WHEREOF, Nike Securities L.P., United States
Trust Company of New York, FT Evaluators L.P. and First Trust
Advisors L.P. have each caused this Trust Agreement to be
executed and the respective corporate seal to be hereto affixed
and attested (if applicable) by authorized officers; all as of
the day, month and year first above written.
NIKE SECURITIES L.P.,
Depositor
By Carlos E. Nardo
Senior Vice President
UNITED STATES TRUST COMPANY OF NEW
YORK, Trustee
(SEAL) By Thomas Porrazzo
Vice President
Attest:
Rosalia A. Raviele
Assistant Vice President
FT EVALUATORS L.P., Evaluator
By Carlos E. Nardo
Senior Vice President
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By Carlos E. Nardo
Senior Vice President
SCHEDULE A TO TRUST AGREEMENT
Securities Initially Deposited
The First Trust Special Situations Trust, Series 112
(Note: Incorporated herein and made a part hereof for the
Trust is the "Schedule of Investments" for the Trust as set forth
in the Prospectus.)
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
January 18, 1995
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
Re: The First Trust Special Situations Trust, Series 112
Gentlemen:
We have served as counsel for Nike Securities L.P., as
Sponsor and Depositor of The First Trust Special Situations
Trust, Series 112 in connection with the preparation, execution
and delivery of a Trust Agreement dated January 18, 1995 among
Nike Securities L.P., as Depositor, United States Trust Company
of New York, as Trustee, FT Evaluators L.P., as Evaluator, and
First Trust Advisors L.P., as Portfolio Supervisor, pursuant to
which the Depositor has delivered to and deposited the Securities
listed in Schedule A to the Trust Agreement with the Trustee and
pursuant to which the Trustee has issued to or on the order of
the Depositor a certificate or certificates representing units of
fractional undivided interest in and ownership of the Fund
created under said Trust Agreement.
In connection therewith, we have examined such pertinent
records and documents and matters of law as we have deemed
necessary in order to enable us to express the opinions
hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. the execution and delivery of the Trust Agreement and
the execution and issuance of certificates evidencing the Units
in the Fund have been duly authorized; and
2. the certificates evidencing the Units in the Fund when
duly executed and delivered by the Depositor and the Trustee in
accordance with the aforementioned Trust Agreement, will
constitute valid and binding obligations of the Fund and the
Depositor in accordance with the terms thereof.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 33-57051)
relating to the Units referred to above, to the use of our name
and to the reference to our firm in said Registration Statement
and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
EFF:jln
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
January 18, 1995
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
United States Trust Company of New York
770 Broadway
New York, New York 10003
Re: The First Trust Special Situations Trust, Series 112
Gentlemen:
We have acted as counsel for Nike Securities L.P., Depositor
of The First Trust Special Situations Trust, Series 112 (the
"Fund"), in connection with the issuance of units of fractional
undivided interests in the Trust (the "Trust"), under a Trust
Agreement, dated January 18, 1995 (the "Indenture"), among Nike
Securities L.P., as Depositor, United States Trust Company of New
York, as Trustee, FT Evaluators L.P., as Evaluator and First
Trust Advisors L.P., as Portfolio Supervisor.
In this connection, we have examined the Registration
Statement, the form of Prospectus proposed to be filed with the
Securities and Exchange Commission, the Indenture and such other
instruments and documents we have deemed pertinent. The opinions
expressed herein assume that the Trusts will be administered, and
investments by the Trusts from proceeds of subsequent deposits,
if any, will be made, in accordance with the terms of the
Indenture. The Trusts hold both Treasury Obligations and Equity
Securities (collectively, the "Securities") as such terms are
defined in the Prospectus.
Based upon the foregoing and upon an investigation of such
matters of law as we consider to be applicable, we are of the
opinion that, under existing federal income tax law:
I. The Trust is not an association taxable as a
corporation for Federal income tax purposes; each Unit
holder will be treated as the owner of a pro rata portion of
the assets of the Trusts under the Internal Revenue Code of
1986 (the "Code"); the income of the Trusts will be treated
as income of the Unit holders thereof under the Code; and an
item of Trust income will have the same character in the
hands of a Unit holder as it would have in the hands of the
Trustee. Each Unit holder will be considered to have
received his pro rata share of income derived from each
Trust asset when such income is received by a Trust.
II. Each Unit holder will have a taxable event when
the Trust disposes of a Security (whether by sale, exchange,
redemption, or payment at maturity) or upon the sale or
redemption of Units by such Unit holder. The price a Unit
holder pays for his Units, including sales charges, is
allocated among his pro rata portion of each Security held
by a Trust (in proportion to the fair market values thereof
on the date the Unit holder purchases his Units) in order to
determine his initial cost for his pro rata portion of each
Security held by a Trust. The Treasury Obligations are
treated as bonds that were originally issued at an original
issue discount. Because the Treasury Obligations represent
interest in "stripped" U.S. Treasury bonds, a Unit holder's
initial cost for his pro rata portion of each Treasury
Obligation held by a Trust (determined at the time he
acquires his Units, in the manner described above) shall be
treated as its "purchase price" by a Unit holder. Under the
special rules relating to stripped bonds, original issue
discount is effectively treated as interest for Federal
income tax purposes and the amount of original issue
discount in this case is generally the difference between
the bond's purchase price and its stated redemption price at
maturity. A Unit holder will be required to include in
gross income for each taxable year the sum of his daily
portions of original issue discount attributable to the
Treasury Obligations held by the Trust as such original
issue discount accrues and will in general be subject to
Federal income tax with respect to the total amount of such
original issue discount that accrues for such year even
though the income is not distributed to the Unit holders
during such year to the extent it is greater than or equal
to a "de minimis" amount determined under a Treasury
Regulation (the "Regulation") issued on December 28, 1992 as
described below. To the extent the amount of such discount
is less than the respective "de minimis" amount, such
discount shall be treated as zero. In general, original
issue discount accrues daily under a constant interest rate
method which takes into account the semi-annual compounding
of accrued interest. In the case of the Treasury
Obligations, this method will generally result in an
increasing amount of income to the Unit holders each year.
For Federal income tax purposes, a Unit holder's pro rata
portion of dividends, as defined by Section 316 of the Code,
paid by a corporation are taxable as ordinary income to the
extent of such corporation's current and accumulated
"earnings and profits". A Unit holder's pro rata portion of
dividends which exceed such current and accumulated earnings
and profits will first reduce a Unit holder's tax basis in
such Security (and accordingly his basis in his Units), and
to the extent that such dividends exceed a Unit holder's tax
basis in such Security shall be treated as capital gain from
the sale or exchange of property. In general, any such
capital gain will be short term unless a Unit holder has
held his Units for more than one year.
III. A Unit holder's portion of gain, if any, upon the
sale or redemption of Units or the disposition of Securities
held by a Trust will generally be considered a capital gain
except in the case of a dealer or a financial institution
and will be generally long-term if the Unit holder has held
his Units for more than one year. A Unit holder's portion
of loss, if any, upon the sale or redemption of Units or the
disposition of Securities held by a Trust will generally be
considered a capital loss except in the case of a dealer or
a financial institution and will be generally long-term if
the Unit holder has held his Units for more than one year.
Unit holders should consult their tax advisers regarding the
recognition of such capital gains and losses for Federal
income tax purposes.
IV. The Code provides that "miscellaneous itemized
deductions" are allowable only to the extent that they
exceed two percent of an individual taxpayer's adjusted
gross income. Miscellaneous itemized deductions subject to
this limitation under present law include a Unit holder's
pro rata share of expenses paid by a Trust, including fees
of the Trustee and the Evaluator.
The Code provides a complex set of rules governing the
accrual of original issue discount, including special rules
relating to "stripped" debt instruments such as the Treasury
Obligations. These rules provide that original issue discount
generally accrues on the basis of a constant compound interest
rate. Special rules apply if the purchase price of a Treasury
Obligation exceeds its original issue price plus the amount of
original issue discount which would have previously accrued,
based upon its issue price (its "adjusted issue price").
Similarly, these special rules would apply to a Unit holder if
the tax basis of his pro rata portion of a Treasury Obligation
issued with original issue discount exceeds his pro rata portion
of its adjusted issue price. The application of these rules will
also vary depending on the value of the Treasury Obligations on
the date a Unit holder acquires his Units, and the price a Unit
holder pays for his Units. In addition, as discussed above, the
Regulation provides that the amount of original issue discount on
a stripped bond is considered zero if the actual amount of
original issue discount on such stripped bond as determined under
Section 1286 of the Code is less than a "de minimis" amount,
which, the Regulation provides, is the product of (i) 0.25
percent of the stated redemption price at maturity and (ii) the
number of full years from the date the stripped bond is purchased
(determined separately for each new purchaser thereof) to the
final maturity date of the bond.
For taxable years beginning after December 31, 1986 and
before January 1, 1996, certain corporations may be subject to
the environmental tax (the "Superfund Tax") imposed by Section
59A of the Code. Income received from, and gains recognized from
the disposition of, a Security by the Trust will be included in
the computation of the Superfund Tax by such corporations holding
Units in the Trust.
The scope of this opinion is expressly limited to the
matters set forth herein, and, except as expressly set forth
above, we express no opinion with respect to any other taxes,
including state or local taxes or collateral tax consequences
with respect to the purchase, ownership and disposition of Units.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 33-57051)
relating to the Units referred to above and to the use of our
name and to the reference to our firm in said Registration
Statement and in the related Prospectus.
Very truly yours,
CHAPMAN AND CUTLER
EFF/jln
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
January 18, 1995
United States Trust Company
of New York, as Trustee of
The First Trust Special
Situations Trust, Series 112
Select 1995 Growth & Treasury
Securities Trust
770 Broadway - 6th Floor
New York, New York 10003
Attention: Mr. C. William Steelman
Executive Vice President
Re: The First Trust Special Situations Trust, Series 112
Select 1995 Growth & Treasury Securities Trust
Dear Sirs:
We are acting as special counsel with respect to New York
tax matters for The First Trust Special Situations Trust, Series
112, Select 1995 Growth & Treasury Securities Trust (the
"Trust"), which will be established under a Standard Terms and
Conditions of Trust dated October 15, 1991, and a related Trust
Agreement dated as of today (collectively, the "Indenture"),
among Nike Securities L.P., as Depositor (the "Depositor"); FT
Evaluators L.P., as Evaluator; First Trust Advisors L.P., as
Portfolio Supervisor and United States Trust Company of New York,
as Trustee (the "Trustee"). Pursuant to the terms of the
Indenture, units of fractional undivided interest in the Trust
(the "Units") will be issued in the aggregate number set forth in
the Indenture.
We have examined and are familiar with originals or
certified copies, or copies otherwise identified to our
satisfaction, of such documents as we have deemed necessary or
appropriate for the purpose of this opinion. In giving this
opinion, we have relied upon the two opinions, each dated today
and addressed to the Trustee, of Chapman and Cutler, counsel for
the Depositor, with respect to the matters of law set forth
therein.
Based upon the foregoing, we are of the opinion that:
1. The Trust will not constitute an association taxable as
a corporation under New York law, and accordingly will not be
subject to the New York State franchise tax or the New York City
general corporation tax.
2. Under the income tax laws of the State and City of New
York, the income of the Trust will be considered the income of
the holders of the Units.
We consent to the filing of this opinion as an exhibit to
the Registration Statement (No. 33-57051) filed with the
Securities and Exchange Commission with respect to the
registration of the sale of the Units and to the references to
our name under the captions "What is the Federal Tax Status of
Unit Holders?" and "Legal Opinions" in such Registration
Statement and the preliminary prospectus included therein.
Very truly yours,
Carter, Ledyard & Milburn
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
January 18, 1995
United States Trust Company
of New York, as Trustee of
The First Trust Special Situations
Trust, Series 112
Select 1995 Growth & Treasury
Securities Trust
770 Broadway - 6th Floor
New York, New York 10003
Attention: Mr. C. William Steelman
Executive Vice President
Re: The First Trust Special Situations Trust, Series 112
Select 1995 Growth & Treasury Securities Trust
Dear Sirs:
We are acting as counsel for United States Trust Company of
New York (the "Trust Company") in connection with the execution
and delivery of a Standard Terms and Conditions of Trust dated
October 15, 1991, and a related Trust Agreement, dated today's
date (collectively, the "Indenture"), among Nike Securities L.P.,
as Depositor (the "Depositor"); FT Evaluators L.P., as Evaluator;
First Trust Advisors L.P., as Portfolio Supervisor; and the Trust
Company, as Trustee (the "Trustee"), establishing The First Trust
Special Situations Trust, Series 112 Select 1995 Growth &
Treasury Securities Trust (the "Trust"), and the execution by the
Trust Company, as Trustee under the Indenture, of a certificate
or certificates evidencing ownership of units (such certificate
or certificates and such aggregate units being herein called
"Certificates" and "Units"), each of which represents an
undivided interest in the Trust,which consists of zero coupon
U.S. Treasury bonds and common stocks (including confirmations of
contracts for the purchase of certain obligations not delivered
and cash, cash equivalents or an irrevocable letter of credit or
a combination thereof, in the amount required for such purchase
upon the receipt of such obligations), such obligations being
defined in the Indenture as Securities and listed in the Schedule
to the Indenture.
We have examined the Indenture, the Closing Memorandum dated
today's date, a specimen Certificate, and such other documents as
we have deemed necessary in order to render this opinion. Based
on the foregoing, we are of the opinion that:
1. The Trust Company is a duly organized and existing
corporation having the powers of a trust company under the laws
of the State of New York.
2. The Indenture has been duly executed and delivered by the
Trust Company and, assuming due execution and delivery by the
other parties thereto, constitutes the valid and legally binding
obligation of the Trust Company.
3. The Certificates are in proper form for execution and
delivery by the Trust Company, as Trustee.
4. The Trust Company, as Trustee, has duly executed and
delivered to or upon the order of the Depositor a Certificate or
Certificates evidencing ownership of the Units, registered in the
name of the Depositor. Upon receipt of confirmation of the
effectiveness of the registration statement for the sale of the
Units filed with the Securities and Exchange Commission under the
Securities Act of 1933, the Trustee may deliver such other
Certificates, in such names and denominations as the Depositor
may request, to or upon the order of the Depositor as provided in
the Closing Memorandum.
5. The Trust Company, as Trustee, may lawfully under the New
York Banking Law advance to the Trust amounts as may be necessary
to provide monthly interest distributions of approximately equal
amounts, and be reimbursed, without interest, for any such
advances from funds in the interest account on the ensuing record
date, as provided in the Indenture.
In rendering the foregoing opinion, we have not considered,
among other things, whether the Securities have been duly
authorized and delivered.
Very truly yours,
Carter, Ledyard & Milburn
January 18, 1995
FT Evaluators L.P.
1001 Warrenville Road
Lisle, Illinois 60532
Re: THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 112
Gentlemen:
We have examined the Registration Statement File No. 33-
57051 for the above captioned fund. We hereby consent to the use
in the Registration Statement of the references to FT Evaluators
L.P. as evaluator.
You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.
Sincerely,
FT Evaluators L.P.
Carlos E. Nardo
Senior Vice President
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> This schedule contains summary financial information
extracted from Amendment number 1 to form S-6 and is qualified
in its entirety by reference to such Amendment number 1 to form
S-6.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> Select 1995 Growth & Treasury
Securities Trust
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Other
<FISCAL-YEAR-END> JAN-18-1995
<PERIOD-START> JAN-18-1995
<PERIOD-END> JAN-18-1995
<INVESTMENTS-AT-COST> 461,509
<INVESTMENTS-AT-VALUE> 461,509
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 461,509
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 461,509
<SHARES-COMMON-STOCK> 500,000
<SHARES-COMMON-PRIOR> 500,000
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 461,509
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 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>
