<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1995
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
----------------
REGISTRATION STATEMENT
ON
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:
EVEREN PORTFOLIO INVESTMENT CONCEPTS, SERIES 39
B. NAME OF DEPOSITOR:
EVEREN UNIT INVESTMENT TRUSTS
a service of EVEREN Securities, Inc.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
77 West Wacker Drive, 29th Floor
Chicago, Illinois 60601
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
Copy to:
ROBERT K. BURKE MARK J. KNEEDY
EVEREN Unit Investment Trusts c/o Chapman and Cutler
77 West Wacker Drive, 29th Floor 111 West Monroe Street
Chicago, Illinois 60601 Chicago, Illinois 60603
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TITLE AND AMOUNT OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES BEING REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Series An indefinite number of Indefinite $500.00
39 Units of Beneficial Inter-
est pursuant to Rule 24f-2
under the Investment Com-
pany Act of 1940
</TABLE>
E. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of the Registration Statement.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
<PAGE>
EVEREN PORTFOLIO INVESTMENT CONCEPTS, SERIES 39
----------------
CROSS-REFERENCE SHEET
(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTIONS AS
TO THE PROSPECTUS IN FORM S-6)
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
I. ORGANIZATION AND GENERAL INFORMATION
<C> <S> <C>
1. (a)Name of trust................... Prospectus front cover
(b)Title of securities issued...... Essential Information
2. Name and address of each depositor. Administration of the Trust
3. Name and address of trustee........ Administration of the Trust
4. Name and address of principal
underwriters...................... *
5. State of organization of trust..... The Trust Fund
6. Execution and termination of trust The Trust Fund; Administration of the
agreement......................... Trust Fund
7. Changes of name.................... The Trust Fund
8. Fiscal year........................ *
9. Litigation......................... *
II. GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST
10. (a)Registered or bearer securities. Unitholders
(b)Cumulative or distributive
securities.................... The Trust Fund
(c)Redemption...................... Redemption
(d)Conversion, transfer, etc....... Unitholders; Market for Units
(e)Periodic payment plan........... *
(f)Voting rights................... Unitholders
(g)Notice of certificateholders.... Investment Supervision; Administration
of the Trust; Unitholders
(h)Consents required............... Unitholders; Administration of the
Trust
(i)Other provisions................ Federal Tax Status
11. Type of securities comprising
units............................. The Trust Fund; The Trust Portfolio;
Portfolio
12. Certain information regarding
periodic payment certificates..... *
13. (a)Load, fees, expenses, etc....... Essential Information; Public Offering
of Units; Expenses of the Trusts
(b)Certain information regarding
periodic payment certificates. *
(c)Certain percentages............. Essential Information; Public Offering
of Units
(d)Certain other fees, etc. payable
by holders.................... Unitholders
(e)Certain profits receivable by
depositor, principal
underwriters, trustee or
affiliated persons............ Expenses of the Trust; Public Offering
of Units
(f)Ratio of annual charges to
income........................ *
14. Issuance of trust's securities..... The Trust Fund; Unitholders
15. Receipt and handling of payments
from purchasers................... *
16. Acquisition and disposition of
underlying securities............. The Trust Fund; The Trust Portfolio;
Investment Supervision; Market for
Units
17. Withdrawal or redemption........... Redemption; Public Offering of Units
</TABLE>
- --------
* Inapplicable, answer negative or not required.
i
<PAGE>
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
<C> <S> <C>
18. (a)Receipt, custody and disposition
of income...................... Unitholders
(b)Reinvestment of distributions.... Unitholders
(c)Reserves or special funds........ Expenses of the Trust
(d)Schedule of distributions........ *
19. Records, accounts and reports....... Unitholders; Redemption;
Administration of the Trust
20. Certain miscellaneous provisions of
trust agreement
(a)Amendment........................ Administration of the Trust
(b)Termination......................
(c)and (d) Trustee, removal and
successor......................
(e) and (f) Depositor, removal and
successor......................
21. Loans to security holders........... *
22. Limitations on liability............ Administration of the Trust
23. Bonding arrangements................ *
24. Other material provisions of trust
agreement.......................... *
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor........... Administration of the Trust
26. Fees received by depositor.......... See Items 13(a) and 13(e)
27. Business of depositor............... Administration of the Trust
28. Certain information as to officials
and affiliated persons of
depositor.......................... Administration of the Trust
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 securities
by states.......................... Public Offering of Units
36. Suspension of sales of trust's
securities......................... *
37. Revocation of authority to
distribute.........................
38. (a)Method of Distribution........... Public Offering of Units;
(b)Underwriting Agreements.......... Market for Units;
(c)Selling Agreements............... Public Offering of Units
39. (a)Organization of principal
underwriters................... Administration of the Trust
(b)N.A.S.D. membership of principal
underwriters...................
40. Certain fees received by principal
underwriters....................... See Items 13(a) and 13(e)
41. (a)Business of principal
underwriters................... Administration of the Trust
(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. Public Offering of Units
44. (a)Method of valuation.............. Public Offering of Units
(b)Schedule as to offering price.... *
(c)Variation in offering price to
certain persons................ Public Offering of Units
45. Suspension of redemption rights..... Redemption;
46. (a)Redemption valuation............. Redemption Market for Units; Public
Offering of Units
(b)Schedule as to redemption price.. *
47. Maintenance of position in
underlying securities.............. Market for Units; Public Offering of
Units; Redemption
</TABLE>
- --------
* Inapplicable, answer negative or not required.
ii
<PAGE>
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
<C> <S> <C>
48. Organization and regulation of
trustee........................... Administration of the Trust
49. Fees and expenses of trustee....... Expenses of the Trust
50. Trustees lien......................
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Insurance of holders of trust's
securities........................ Cover Page; Expenses of the Trust
VII. POLICY OF REGISTRANT
52. (a)Provisions of trust agreement
with respect to selection or
elimination of underlying
securities.................... The Trust Fund; Investment Supervision
(b)Transactions involving
elimination of underlying
securities.................... *
(c)Policy regarding substitution or
elimination of underlying
securities.................... Investment Supervision
(d)Fundamental policy not otherwise
covered....................... *
53. Tax status of Trust................ Essential Information Portfolio;
Federal Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last ten
years............................. *
55.
56. Certain information regarding
periodic payment certificates.....
57.
58.
59. Financial statements (Instruction
1(c) to Form S-6)................. *
</TABLE>
- --------
* Inapplicable, answer negative or not required.
iii
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PRELIMINARY PROSPECTUS DATED SEPTEMBER 29, 1995
SUBJECT TO COMPLETION
E.P.I.C.
EVEREN PORTFOLIO INVESTMENT CONCEPTS SERIES 39
(E.P.I.C. INDEX TRUST SERIES 1)
EVEREN Portfolio Investment Concepts, Series 39 (E.P.I.C. Index Trust Series 1)
(the "Trust") was formed with the investment objective of obtaining capital
appreciation and income through investment in a portfolio of equity securities
of companies which comprise the Standard & Poor's 500 Stock Price Composite
Index (the "S&P 500 Index"). By investing in substantially all of the common
stocks, in substantially the same proportions, which comprise the S&P 500
Index, the Trust seeks to produce investment results that generally correspond
to the price and yield performance of the equity securities represented by the
S&P 500 Index over the term of the Trust. See "The Trust Portfolio." The Trust
is not sponsored by or affiliated with Standard and Poor's. There is no
assurance that the Trust will achieve its objective.
Units of the Trust are not deposits or obligations of, or guaranteed by, any
bank, and the Units are not federally insured or otherwise protected by the
Federal Deposit Insurance Corporation and involve investment risk including
loss of principal.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The investor is advised to read and retain this Prospectus for future
reference.
THE DATE OF THIS PROSPECTUS IS , 1995.
<PAGE>
SUMMARY
THE TRUST FUND. EVEREN Portfolio Investment Concepts, Series 39 (S&P 500
Portfolio) (the "Trust Fund" or "Trust") is a unit investment trust registered
under the Investment Company Act of 1940.
The Trust Fund initially consists of securities and delivery statements (i.e.,
contracts) to purchase common stocks issued by companies selected in accordance
with the selection and weightings of stocks established by the S&P 500 Index.*
The initial deposit of Securities (including contracts) into the Trust will
consist of 100 shares of substantially all of the stocks which comprise the S&P
500 Index. Thereafter, the Sponsor intends to create and maintain a Trust
portfolio which duplicates, to the extent practicable, the weightings of stocks
which comprise the S&P 500 Index. During the initial deposit period of the
Trust (the "Initial Deposit Period") the Sponsor will continue to deposit
Securities (or contracts for the purchase thereof) until at the end of the
Initial Deposit Period the Trust comprises substantially all of the stocks in
the S&P 500 Index in substantially the same weightings as in the S&P 500 Index.
The Sponsor estimates that the Initial Deposit Period will last approximately
60 to 90 days following the Initial Date of Deposit. For the criteria used by
the Sponsor in selecting the Securities, see "The Trust Portfolio--Securities
Selection." The value of all portfolio Securities and, therefore, the value of
the Units may be expected to fluctuate in value depending on the full range of
economic and market influences affecting corporate profitability, the financial
condition of issuers and the prices of equity securities in general and the
Securities in particular. Capital appreciation is, of course, dependent upon
several factors including, among other factors, the financial condition of the
issuers of the Securities (see "The Trust Portfolio").
The Trust was formed with the investment objective of obtaining capital
appreciation and income over the life of the Trust through investment in a
portfolio of equity securities of substantially all of the companies which
comprise the S&P 500 Index. There can be no assurance that this objective will
be met because it may be impracticable for the Trust to duplicate or maintain
precisely the relative weightings of the common stocks which comprise the S&P
500 Index or to purchase all of such stocks.
Additional Units of the Trust may be issued at any time by depositing in the
Trust additional Securities or contracts to purchase additional Securities
together with irrevocable letters of credit or cash. As additional Units are
issued by the Trust as a result of the deposit of additional Securities by the
Sponsor, the aggregate value of the Securities in the Trust will be increased
and the fractional undivided interest in the Trust represented by each Unit
will be decreased. The Sponsor may continue to make additional deposits of
Securities into the Trust from time to time following the Initial Date of
Deposit, provided that such additional deposits will be in amounts which will
maintain, as closely as practicable, the proportionate relationship among each
Security in the S&P 500 Index. Thus, although additional Units will be issued,
each Unit will continue to represent approximately the same weighting of the
then current components of the S&P 500 Index. The required percentage
relationship among the Securities in the Trust will be adjusted to reflect the
occurrence of a stock dividend, a stock split or a similar event which affects
the capital structure of the issuer of a Security in the Trust but which does
not affect the Trust's percentage ownership of the common stock equity of such
issuer at the time of such event. Precise duplication of the relationship among
the Securities in the Trust may not be achieved because it may be economically
impracticable as a result of certain economic factors or procedural policies of
the Trust. See "The Trust Fund."
Each Unit of the Trust initially offered represents that undivided interest in
the Trust indicated under "Essential Information." To the extent that any Units
are redeemed by the Trustee or additional Units are issued as a result of
additional Securities being deposited by the Sponsor, the fractional undivided
interest in the Trust represented by each unredeemed Unit will increase or
decrease accordingly, although the actual interest in the Trust represented by
such fraction will remain unchanged. Units will remain outstanding until
redeemed upon tender to the Trustee by Unitholders, which may include the
Sponsor or the Underwriters, or until the termination of the Trust Agreement.
PUBLIC OFFERING PRICE. The Public Offering Price per Unit of the Trust Fund
during the initial offering period is based on the aggregate underlying value
(generally determined by the closing sale prices of listed
- ----------
*"S&P(R)", "Standard & Poor's(R)", "S&P 500(R)" and "Standard & Poor's 500"
are trademarks of The McGraw-Hill Companies, Inc.
2
<PAGE>
Securities and the ask prices of over-the-counter traded Securities see
"Public Offering of Units--Public Offering Price") of the Securities in the
Trust plus or minus a pro rata share of cash, if any, in the Capital Account
held or owned by the Trust, plus a sales charge described herein. The Maximum
Sales Charge consists of three portions: (1) an Initial Sales Charge which
will be assessed on all purchases commencing on January 1, 1997; (2) an annual
Contingent Deferred Sales Charge which will be assessed only during the first
five years of the Trust's life; and (3) an annual Fixed Deferred Sales Charge
which will be assessed for the duration of the Trust. The Initial Sales Charge
per Unit will be an amount equal to the difference between $0.375 and that
portion of the total Contingent Deferred Sales Charge remaining to be paid.
The total Contingent Deferred Sales Charge will be $0.375 per Unit which will
be assessed annually in the amount of $0.075 per Unit. The Contingent Deferred
Sales Charge will be assessed each December 31, commencing December 31, 1996
and continuing through December 31, 2000. The Fixed Deferred Sales Charge will
be $0.025 per Unit per year and will be assessed on a quarterly basis. The
deferred sales charge payments will accrue daily and will be paid from funds
in the Income Account, if sufficient, or from the peroidic sale of Securities.
If Units are purchased during 1995 and held until the mandatory termination of
the Trust in 2011, the total sales charge paid will be $0.75 per Unit.
Unitholders disposing of their Units prior to such time as the entire
Contingent Deferred Sales Charge on such Units has been collected will be
assessed the amount of the Contingent Deferred Sales Charge payments remaining
at the time of such disposition. After the initial public offering period, the
secondary market Public Offering Price will be equal to the aggregate
underlying value of the Securities in the Trust (generally determined by the
closing sale prices of listed Securities and the bid prices of over-the-
counter traded Securities), plus or minus a pro rata share of cash, if any, in
the Capital Account held or owned by the Trust, plus that sales charge set
forth under "Public Offering of Units--Public Offering Price."
DISTRIBUTIONS OF INCOME AND CAPITAL. Distributions of dividends received by
the Trust and any funds in the Capital Account will be made quarterly. See
"Unitholders--Distributions to Unitholders."
REINVESTMENT. Each Unitholder who owns greater than $25,000 of the Trust may
elect to have distributions of income, capital gains and/or capital on their
Units automatically invested into additional Units of the Trust subject only
to any Contingent Deferred Sales Charge and the Fixed Deferred Sales Charge.
In addition, all Unitholders may elect to have such distributions
automatically reinvested into shares of any Kemper Financial Services, Inc.
front-end load mutual fund (other than those funds sold with a contingent
deferred sales charge) registered in such Unitholder's state of residence at
net asset value. Such distributions will be reinvested without charge to the
participant on each applicable Distribution Date. See "Unitholders--
Distribution Reinvestment." A current prospectus for the reinvestment fund
selected, if any, will be furnished to any investor who desires additional
information with respect to reinvestment.
MARKET FOR UNITS. While under no obligation to do so, the Sponsor intends to,
and certain of the other dealers may, maintain a market for the Units of the
Trust and offer to repurchase such Units at prices subject to change at any
time which are based on the current underlying bid prices of the Securities in
the Trust. If the supply of Units exceeds demand or if some other business
reason warrants it, the Sponsor and/or the dealers may either discontinue all
purchases of Units or discontinue purchases of Units at such prices. A
Unitholder may also dispose of Units through redemption at the Redemption
Price on the date of tender to the Trustee. See "Redemption--Computation of
Redemption Price."
TERMINATION. No later than the date specified under the Mandatory Termination
Date in "Essential Information," Securities will begin to be sold in
connection with the termination of the Trust and it is expected that all
Securities in the Trust will be sold within a reasonable amount of time after
the Mandatory Termination Date. The Sponsor will determine the manner, timing
and execution of the sale of the
3
<PAGE>
underlying Securities. At termination, Unitholders will receive a cash
distribution within a reasonable time after the Trust is terminated. See
"Unitholders--Distributions to Unitholders." See "Administration of the Trust--
Amendment and Termination."
RISK FACTORS. An investment in the Trust should be made with an understanding
of the risks associated therewith, including the possible deterioration of
either the financial condition of the issuers or the general condition of the
stock market. Additionally, it is anticipated that the identity and weighting
of the stocks in the S&P 500 Index will change from time to time and the
adverse financial condition of a company will not result directly in its
elimination from the portfolio unless the company is removed from the S&P 500
Index. For risk considerations related to the Trust, see "Risk Factors."
4
<PAGE>
EVEREN PORTFOLIO INVESTMENT CONCEPTS,
SERIES 39 (E.P.I.C. INDEX TRUST SERIES 1)
ESSENTIAL INFORMATION
AS OF , 1995*
SPONSOR AND EVALUATOR: EVEREN UNIT INVESTMENT TRUSTS, A SERVICE OF EVEREN
SECURITIES, INC.
TRUSTEE: INVESTORS FIDUCIARY TRUST COMPANY
LICENSOR: STANDARD & POOR'S
<TABLE>
<S> <C>
Number of Units.......................
Fractional Undivided Interest Per
Unit................................. 1/
Public Offering Price:
Aggregate Value of Securities in
Portfolio (1)....................... $
Aggregate Value of Securities per
Unit................................ $10.00
Plus Maximum Sales Charge per Unit
(6) ................................ $ 0.75
Less Deferred Sales Charge per Unit
(6) ................................ $ 0.75
Public Offering Price Per Unit (2)... $10.00
Redemption Price Per Unit (7)......... $
Sponsor's Initial Repurchase Price Per
Unit................................. $ 9.625
Excess of Public Offering Price Per
Unit over Redemption Price Per Unit
(7).................................. $
Excess of Public Offering Price Per
Unit over Sponsor's Initial
Repurchase Price Per Unit............ $ 0.375
Calculation of Estimated Net Annual
Dividends Per Unit: (3)
Estimated Gross Annual Dividends per
Unit................................ $ 0.23300
Less: Estimated Annual Expense per
Unit................................ $ 0.03960
Less: Deferred Sales Charge.......... $ 0.10000
Estimated Net Annual Dividends per
Unit................................ $ 0.09340
Minimum Value of the Trust under which
Trust Agreement may be Terminated.... $
Liquidation Period.................... January 1, 2011 through January 31, 2011
Mandatory Termination Date............ December 31, 2011
Evaluator's Annual Evaluation Fee..... Maximum of $0.0015 per Unit
Trustee's Annual Fee.................. $0.0085 per Unit
Estimated Annual Organizational
Expenses (4)......................... $0.0076 per Unit
FIRST day of January, April, July and
Record and Computation Dates.......... October
FIFTEENTH day of January, April, July
Distribution Dates (5)................ and October
</TABLE>
Evaluations for purposes of sale, purchase or redemption of Units of the Trust
Fund are made as of 3:15 p.m. Central Time next following receipt of an order
for a sale or purchase of Units or receipt by Investors Fiduciary Trust Company
of Units tendered for redemption.
* The business day prior to the Initial Date of Deposit
- ---------------------
(1) Each Security listed on a national securities exchange is valued at the
last sales price, or if the Security is not listed on a national securities
exchange, at the last offer price on the over-the-counter market.
(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 his pro
rata share of any accumulated dividends in such Income Account.
(3) The estimated annual dividend per Unit is based primarily on the most
recent dividend declarations. The actual net annual dividends per Unit may
be greater than or less than the amount shown depending on the actual
dividends collected and expenses incurred by the Trust.
(4) The Trust (and therefore Unitholders) will bear all or a portion of its
organizational costs (including costs of preparing the registration
statement, the trust indenture and other closing documents, registering
Units with the Securities and Exchange Commission and states, the initial
audit of the portfolio and the initial fees and expenses of the Trustee but
not including the expenses incurred in the preparation and printing of
brochures and other advertising materials and any other selling expenses)
as is common for mutual funds. Total organizational expenses will be
amortized over a five year period. See "Expenses of the Trust" and
"Statement of Condition." Historically, the sponsors of unit investment
trusts have paid all the costs of establishing such trusts.
(5) Distributions from the Capital Account will be made monthly payable on the
fifteenth day of the month to Unitholders of record on the first day of
such month if the amount available for distribution equals at least $1.00
per 100 Units. Notwithstanding, distributions of funds in the Capital
Account, if any, will be distributed annually.
(6) The Maximum Sales Charge consists of three portions: (1) an Initial Sales
Charge which will be assessed on all purchases commencing on January 1,
1997; (2) an annual Contingent Deferred Sales Charge which will be assessed
only during the first five years of the Trust's life; and (3) an annual
Fixed Deferred Sales Charge which will be assessed for the duration of the
Trust. The Initial Sales Charge per Unit will be an amount equal to the
difference between $0.375 and that portion of the total Contingent
5
<PAGE>
Deferred Sales Charge remaining to be paid. The total Contingent Deferred
Sales Charge will be $0.375 per Unit which will be assessed annually in the
amount of $0.075 per Unit. The Contingent Deferred Sales Charge will be
assessed each December 31, commencing December 31, 1996 and continuing
through December 31, 2000. The Fixed Deferred Sales Charge will be $0.025 per
Unit per year and will be assessed on a quarterly basis. The deferred sales
charge payments will accrue daily and will be paid from funds in the Income
Account, if sufficient, or from the periodic sale of Securities. If Units are
purchased during 1995 and held until the mandatory termination of the Trust
in 2011, the total sales charge paid will be $0.75 per Unit. Unitholders
disposing of their Units prior to such time as the entire Contingent Deferred
Sales Charge on such Units has been collected will be assessed the amount of
the Contingent Deferred Sales Charge payments remaining at the time of such
disposition.
(7) The Redemption Price Per Unit is reduced by the unpaid portion of the Fixed
Deferred Sales Charge.
6
<PAGE>
FEE TABLE
This Fee Table is intended to assist investors in understanding the costs and
expenses that an investor in a Trust will bear directly or indirectly. See
"Public Offering of Units" and "Expenses of the Trust." Although the Trust is a
unit investment trust rather than a mutual fund and may have a term of less
than the periods indicated, this information is presented to permit a
comparison of fees.
<TABLE>
<CAPTION>
AMOUNT PER
UNIT
----------
<S> <C> <C>
UNITHOLDER TRANSACTION EXPENSES (AS OF THE INITIAL DATE
OF DEPOSIT)
Contingent Deferred Sales Charge (as a percentage of
offering price)........................................ 3.75% $0.375
Fixed Deferred Sales Charge (accumulated over the 15
year term of the Trust as a percentage of original
purchase price)........................................ 3.75%(1) 0.375
------- -------
Maximum Total Sales Charge............................... 7.50% $0.75
======= =======
ESTIMATED ANNUAL FUND OPERATING EXPENSES (AS OF THE
INITIAL DATE OF DEPOSIT)
(AS A PERCENTAGE OF NET ASSETS)
Trustee's Fee........................................... 0.085 % $0.0085
Portfolio Evaluation Fees............................... 0.015 % 0.0015
Organizational Expenses................................. 0.076 % 0.0076
Other Operating Expenses................................ 0.220 % 0.0220
------- -------
Total................................................. 0.396 % $0.0396
======= =======
</TABLE>
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR
PERIOD OF:
-------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following expenses
on a $1,000 investment, assuming the
applicable sales charges and an estimated
initial operating expense ratio of 0.396% on
the Trust (which is expected to decline to
0.22% during the third year of the Trust's
life) and a 5% annual return on the
investment throughout the periods........... $36 $54 $64 $88
</TABLE>
The examples utilize a 5% annual rate of return as mandated by Securities and
Exchange Commission regulations applicable to mutual funds. The examples should
not be considered representations of past or future expenses or annual rate of
return; the actual expenses and annual rate of return may be more or less than
those assumed for purposes of the examples.
- ---------------------
(1) The Maximum Sales Charge consists of three portions: (1) an Initial Sales
Charge which will be assessed on all purchases commencing on January 1,
1997; (2) an annual Contingent Deferred Sales Charge which will be assessed
only during the first five years of the Trust's life; and (3) an annual
Fixed Deferred Sales Charge which will be assessed for the duration of the
Trust. The Initial Sales Charge per Unit will be an amount equal to the
difference between $0.375 and that portion of the total Contingent Deferred
Sales Charge remaining to be paid. The total Contingent Deferred Sales
Charge will be $0.375 per Unit which will be assessed annually in the
amount of $0.075 per Unit. The Contingent Deferred Sales Charge will be
assessed each December 31, commencing December 31, 1996 and continuing
through December 31, 2000. The Fixed Deferred Sales Charge will be $0.025
per Unit per year and will be assessed on a quarterly basis. The deferred
sales charge payments will accrue daily and will be paid from funds in the
Income Account, if sufficient, or from the periodic sale of Securities. If
Units are purchased during 1995 and held until the mandatory termination of
the Trust in 2011, the total sales charge paid will be $0.75 per Unit.
Unitholders disposing of their Units prior to such time as the entire
Contingent Deferred Sales Charge on such Units has been collected will be
assessed the amount of the Contingent Deferred Sales Charge payments
remaining at the time of such disposition.
THE TRUST FUND
EVEREN Portfolio Investment Concepts, Series 39 (E.P.I.C. Index Trust Series 1)
is a unit investment trust created under the laws of the State of Missouri
pursuant to a trust indenture dated the Initial Date of Deposit (the "Trust
Agreement") between EVEREN Unit Investment Trusts, a service of EVEREN
Securities, Inc. (the "Sponsor") and Investors Fiduciary Trust Company (the
"Trust").*
- ----------
*Reference is made to the Trust Agreement and any statement contained herein is
qualified in its entirety by the provisions of the Trust Agreement.
7
<PAGE>
The portfolio contains common stocks issued by substantially all of the
companies which comprise the S&P 500 Index. As used herein, the term
"Securities" means the common stocks (including contracts for the purchase
thereof) initially deposited in the Trust Fund and described in the portfolio
and any additional common stocks acquired and held by the Trust Fund pursuant
to the provisions of the Trust Agreement.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee Securities
or contracts for the purchase thereof for deposit in the Trust. This initial
deposit into the Trust consisted of 100 shares of substantially all of the
stocks which comprise the S&P 500 Index. Following the initial deposit, the
Sponsor intends to create and maintain a Trust portfolio which duplicates, to
the extent practicable, the weightings of stocks which comprise the S&P 500
Index. The Sponsor anticipates that within the Initial Deposit Period the Trust
will comprise the stocks in the S&P 500 Index in substantially the same
weightings as in the S&P 500 Index. In connection with any deposit of
Securities, purchase and sale transactions will be effected in accordance with
computer program output showing which Securities are under- or over-represented
in the Trust portfolio. Neither the Sponsor nor the Trustee will exercise any
investment discretion in connection with such transactions. Precise duplication
of the relationship among the Securities in the S&P 500 Index may not be
achieved because it may be economically impracticable or impossible to acquire
very small numbers of shares of certain stocks and because of other procedural
policies of the Trust, but correlation between the performance of the S&P 500
Index and the Trust portfolio is expected to be between .97 and .99.
Subsequent to the Initial Date of Deposit, the Sponsor may deposit additional
Securities or contracts to purchase additional Securities along with cash (or a
bank letter of credit in lieu of cash) to pay for such contracted Securities,
maintaining, as closely as practicable the same proportionate relationship
among the Securities in the portfolio as reflected in the S&P 500 Index. Thus,
although additional Units will be issued, each Unit will continue to represent
approximately a weighting of the then current components of the S&P 500 Index
at any such deposit. The required percentage relationship among the Securities
in the Trust Fund will be adjusted to reflect the occurrence of a stock
dividend, a stock split or a similar event which affects the capital structure
of the issuer of a Security in the Trust Fund but which does not affect the
Trust Fund's percentage ownership of the common stock equity of such issuer at
the time of such event. Precise duplication of the relationship among the
Securities in the Trust may not be achieved because it may be economically
impracticable as a result of certain economic factors and procedural policies
of the Trust such as (1) price movements of the various Securities will not
duplicate one another, (2) the Sponsor's current intention is to purchase
shares of the Securities in round lot quantities only, (3) reinvestment of
excess proceeds not needed to meet redemptions of Units may not be sufficient
to acquire equal round lots of all the Securities in the Trust and (4)
reinvestment of proceeds received from Securities which are no longer
components of the S&P 500 Index might not result in the purchase of an equal
number of shares in any replacement Security.
The Trust consists of (a) the Securities listed under "Portfolio" as may
continue to be held from time to time in the Trust, (b) any additional
Securities acquired and held by the Trust pursuant to the provisions of the
Trust Agreement and (c) any 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
Unitholders on the next distribution date.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee Securities
or contracts for the purchase thereof for deposit in the Trust Fund. For the
Securities so deposited, the Trustee delivered to the Sponsor
8
<PAGE>
documentation evidencing the ownership of that number of Units of the Trust
Fund set forth under "Essential Information."
THE TRUST PORTFOLIO
General. The Trust portfolio will consist of as many of the S&P 500 Index
stocks as is feasible in order to achieve the Trust's objective of attempting
to provide investment results that duplicate substantially the total return of
the S&P 500 Index. Following the Initial Deposit Period, the Trust will be
invested in no less than 95% of the S&P 500 Index stocks. Although it may be
impracticable for the Trust to own certain of such stocks at any time, the
Sponsor expects to maintain a correlation between the performance of the Trust
portfolio and that of the S&P 500 Index of between .97 and .99. Adjustments to
the Trust portfolio will be made on an ongoing basis in accordance with the
computer program output to match the weightings of the Securities as closely as
is feasible with their weightings in the S&P 500 Index as the Trust invests in
new Securities in connection with the creation of additional Units, as
companies are dropped from or added to the index or as Securities are sold to
meet redemptions. These adjustments will be made on the business day following
the relevant transaction in accordance with computer program output showing
which of the Securities are under- or over-represented in the Trust portfolio.
Adjustments may also be made from time to time to maintain the appropriate
correlation between the Trust and the S&P 500 Index. The proceeds from any sale
will be invested in those Securities which the computer program indicates are
most under-represented in the portfolio. See "Investment Supervision."
Due to changes in the composition of the S&P 500 Index, adjustments to the
Trust portfolio may be made from time to time. It is anticipated that most of
such changes in the index will occur as a result of merger or acquisition
activity. In such cases, the Trust, as a shareholder of an issuer which is the
object of such merger or acquisition activity, will presumably receive various
offers from potential acquirers of the issuer. The Trustee is not permitted to
accept any such offers until such time as the issuer has been removed from the
S&P 500 Index. Since, in most cases, an issuer is removed from the index only
after the consummation of a merger or acquisition, it is anticipated that the
Trust will generally acquire, in exchange for the stock of the deleted issuer,
the consideration that is being offered to shareholders of that issuer who have
not tendered their shares prior to that time. Any cash received as
consideration in such transactions will be reinvested in the most under-
represented Securities as determined by the computer program output. Any
securities received as consideration which are not included in the S&P 500
Index will be sold as soon as practicable and will also be reinvested in the
most under-represented Securities as determined by the computer program output.
In attempting to duplicate the proportionate relationships represented by the
S&P 500 Index, the Sponsor does not anticipate purchasing or selling stock in
quantities of less than round lots (100 shares). In addition, certain
Securities may not be available in the quantities specified by the computer
program. For these reasons, among others, precise duplication of the
proportionate relationships in the index may not be possible but will continue
to be the goal of the Trust in connection with acquisitions or dispositions of
Securities. See "Investment Supervision." As the holder of the Securities, the
Trustee will have the right to vote all of the voting stocks in the Trust
portfolio and will vote such stocks in accordance with the instructions of the
Sponsor except that, if the Trustee holds any of the common stock of EVEREN
Capital Corporation (the parent company of the EVEREN Securities, Inc.) or any
other common stocks of companies which are affiliates of the Sponsor, the
Trustee will vote such stock in the same proportionate relationship as all
other shares of such companies are voted.
Investors should note that the Trust is not sponsored, endorsed, sold or
promoted by Standard & Poor's Corporation and such Corporation makes no
representation, express or implied, to the Trust or Unitholders
9
<PAGE>
regarding the advisability of investing in index or unit investment trusts
generally or in the Trust specifically or the ability of the S&P 500 Index to
track general stock market performance.
Although there can be no assurance that such Securities will appreciate in
value over the life of the Trust, over time stock investments have generally
out-performed most other asset classes. However, it should be remembered that
common stocks carry greater risks, including the risk that the value of an
investment can decrease (see "Risk Factors--Certain Investment
Considerations"), and past performance is no guarantee of future results.
THE S&P 500 INDEX. The S&P 500 Index is composed of 500 selected common stocks,
most of which are listed on the New York Stock Exchange. This well-known index,
originally consisting of 233 stocks in 1923, was expanded to 500 stocks in 1957
and was restructured in 1976 to a composite consisting of industrial, utility,
financial and transportation market sectors. It contains a variety of companies
with diverse capitalization, market-value weighted to represent the overall
market. The index represents approximately 74% of U.S. stock market
capitalization. At present, the mean market capitalization of the companies in
the S&P 500 Index is approximately $5.6 billion.
10
<PAGE>
The following table shows the performance of the S&P 500 Index for 1970 through
1994. Stock prices fluctuated widely during the period and were higher at the
end than at the beginning. The results shown should not be considered as a
representation of the income yield or capital gain or loss which may be
generated by the S&P 500 Index in the future.
<TABLE>
<CAPTION>
YEAR-END
INDEX VALUE
YEAR-END DIVIDENDS
YEAR-END INDEX VALUE CHANGE IN INDEX AVERAGE YIELD REINVESTED
YEAR INDEX VALUE* 1960 = 100 FOR YEAR FOR YEAR* 1960 = 100**
- ---- ------------ ----------- --------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
1960.................... 58.11 100.00 % 3.47% 100.00
1961.................... 71.55 123.13 23.13 2.98 126.79
1962.................... 63.10 108.59 11.81 3.37 115.71
1963.................... 75.02 129.10 18.89 3.17 141.93
1964.................... 84.75 145.84 12.97 3.01 165.09
1965.................... 92.43 159.06 9.06 3.00 185.48
1966.................... 80.33 138.24 13.09 3.40 165.11
1967.................... 96.47 166.01 20.09 3.20 204.54
1968.................... 103.86 178.73 7.66 3.07 227.00
1969.................... 92.06 158.42 11.36 3.24 207.89
1970.................... 92.15 158.58 0.10 3.83 216.06
1971.................... 102.09 110.79 10.79 3.33 247.52
1972.................... 118.05 128.11 15.63 3.09 294.30
1973.................... 97.55 105.86 -17.37 2.86 250.83
1974.................... 68.56 74.40 -29.72 3.69 184.64
1975.................... 90.19 97.87 31.55 5.37 253.25
1976.................... 107.46 116.61 19.15 4.49 312.94
1977.................... 95.10 103.20 -11.50 4.35 289.72
1978.................... 96.11 104.30 1.06 5.33 308.20
1979.................... 107.94 117.14 12.31 5.88 364.29
1980.................... 135.76 147.33 25.77 5.74 481.86
1981.................... 122.55 132.99 - 9.73 4.88 457.72
1982.................... 140.64 152.62 14.76 5.61 555.84
1983.................... 164.93 178.98 17.27 5.04 680.24
1984.................... 167.24 181.49 1.40 4.49 721.73
1985.................... 211.28 229.28 26.33 4.72 949.59
1986.................... 242.17 262.80 14.62 3.92 1,125.83
1987.................... 247.08 278.97 2.03 3.64 1,183.25
1988.................... 277.72 301.38 12.40 3.79 1,379.78
1989.................... 353.40 383.51 27.25 3.98 1,617.04
1990.................... 330.22 358.35 - 6.56 3.42 1,760.71
1991.................... 417.09 452.62 26.31 3.70 2,297.20
1992.................... 435.71 749,79 4.46 2.97 2,472.25
1993.................... 466.45 802.70 7.06 2.78 2,721.45
1994.................... 459.27 790.53 - 1.54 2.42 2,757.25
1995 through September
20, 1995............... 556.77 1,009.76 27.76
</TABLE>
- ----------
* Source: Standard & Poor's. The Year-End Index Value for 1959 was $59.89.
Yields are obtained by dividing the aggregate cash dividends by the aggregate
market value of the stocks in the Index at the beginning of the period,
assuming no reinvestment of dividends.
** Assumes that cash distributions on the securities which comprise the S&P 500
Index are treated as reinvested in the S&P 500 Index as of the end of each
month following the payment of the dividend. Because the Trust is sold to
the public at net asset value plus the applicable sales charge and the
expenses of the Trust are deducted before making distributions to
Unitholders, investment in the Trust would have resulted in investment
performance to Unitholders somewhat reduced from that reflected in the above
table. In addition certain Unitholders may not elect to purchase additional
Units pursuant to the Trust's reinvestment plan, and to that extent cash
distributions representing dividends on the index stocks may not be
reinvested in other index stocks.
11
<PAGE>
The weightings of stocks in the S&P 500 Index are primarily based on each
stock's relative total market value; that is, its market price per share times
the number of shares outstanding. The S&P 500 Index currently represents
approximately 74% of the total market capitalization of stocks traded in the
United States. Stocks are generally selected for the portfolio in the order of
their weightings in the S&P 500 Index, beginning with the heaviest-weighted
stocks. It is anticipated that at the end of the Initial Deposit Period, the
percentage of the Trust's assets invested in each stock is approximately the
same as the percentage it represents in the S&P 500 Index.
The Trust has entered into a license agreement with Standard & Poor's (the
"License Agreement"), under which the Trust is granted licenses to use the
trademarks and tradename "S&P 500" and other trademarks and tradenames, to the
extent the Sponsor deems appropriate and desirable under federal and state
securities laws to indicate the source of the index as a basis for determining
the composition of the Trust's portfolio. As consideration for the grant of the
license, the Trust will pay to Standard & Poor's an annual fee equal to .02% of
the average net asset value of the Trust (or, if greater, $10,000). The License
Agreement permits the Trust to substitute another index for the S&P 500 Index
in the event that Standard & Poor's ceases to compile and publish that index.
In addition, if the index ceases to be compiled or made available or the
anticipated correlations between the Trust and the index is not maintained, the
Sponsor may direct that the Trust continue to be operated using the S&P 500
Index as it existed on the last date on which it was available or may direct
that the Trust Agreement be terminated (see Administration of the Trust--
Amendment and Termination).
Neither the Trust nor the Unitholders are entitled to any rights whatsoever
under the foregoing licensing arrangements or to use any of the covered
trademarks or to use the S&P 500 Index, except as specifically described herein
or as may be specified in the Trust Agreement.
The Trust is not sponsored, endorsed, sold or promoted by Standard & Poor's
("S&P"). S&P makes no representation or warranty, express or implied, to the
owners of the Trust or any member of the public regarding the advisability of
investing in securities generally or in the Trust particularly or the ability
of the S&P 500 Index to track general stock market performance. S&P's only
relationship to the Licensee is the licensing of certain trademarks and trade
names of S&P and of the S&P 500 Index which is determined, composed and
calculated by S&P without regard to the Licensee or the Trust. S&P has no
obligation to take the needs of the Licensee or the owners of the Trust into
consideration in determining, composing or calculating the S&P 500 Index. S&P
is not responsible for and has not participated in the determination of the
prices and amount of the Trust or the timing of the issuance or sale of the
Trust or in the determination or calculation of the equation by which the Trust
is to be converted into cash. S&P has no obligation or liability in connection
with the administration, marketing or trading of the Trust.
S&P does not guarantee the accuracy and/or the completeness of the S&P 500
Index or any data included therein and S&P shall have no liability for any
errors, omissions, or interruptions therein. S&P makes no warranty, express or
implied, as to results to be obtained by the Sponsor, the Trust, any person or
any entity from the use of the S&P 500 Index or any data included therein. S&P
makes no express or implied warranties, and expressly disclaims all warranties
of merchantability or fitness for a particular purpose or use, with respect to
the S&P 500 Index or any data included therein. Without limiting any of the
foregoing, in no event shall S&P have any liability for any special, punitive,
indirect, or consequential damages (including lost profits), even if notified
of the possibility of such damages. Standard & Poor's(R)", "S&P(R)", "S&P
500(R)", "Standard & Poor's 500", and "500" are trademarks of The McGraw-Hill
Companies, Inc. and have been licensed for use by the Trust. The Trust is not
sponsored, endorsed, sold or promoted by Standard & Poor's and Standard &
Poor's makes no representation regarding the advisability of investing in the
Trust.
12
<PAGE>
Information on the S&P 500 Index contained in this Prospectus, as further
updated, may also be included from time to time in other prospectuses or in
advertising material. The performance of the Trust or of the S&P 500 Index
(provided information is also given reflecting the performance of the Trust in
comparison to that index) may also be compared to the performance of money
managers as reported in SEI Fund Evaluation Survey (the leading data base of
tax-exempt assets consisting of over 4,000 portfolios with total assets of $250
billion) or of mutual funds as reported by Lipper Analytical Services Inc.
(which calculates total return using actual dividends on ex-dates accumulated
for the quarter and reinvested at quarter end), Money Magazine Fund Watch
(which rates fund performance over a specified time period after sales charge
and assuming all dividends reinvested) or Wiesenberger Investment Companies
Service (which states fund performance annually on a total return basis) or of
the New York Stock Exchange Composite Index, the American Stock Exchange Index
(unmanaged indices of stocks traded on the New York and American Stock
Exchanges, respectively), the Dow Jones Industrial Average (an index of 30
widely traded industrial common stocks) or the NASDAQ Composite Index (an
unmanaged index of over-the-counter stocks) or similar measurement standards
during the same period of time.
RISK FACTORS
General. The Trust Fund may be an appropriate investment vehicle for investors
who desire to participate in a portfolio of equity securities with greater
diversification than they might be able to acquire individually. An investment
in Units of the Trust Fund should be made with an understanding of the risks
inherent in an investment in equity securities, including the risk that the
financial condition of issuers of the Securities may become impaired or that
the general condition of the stock market may worsen (both of which may
contribute directly to a decrease in the value of the Securities and thus, in
the value of the Units) or the risk that holders of common stock have a right
to receive payments from the issuers of those stocks that is generally inferior
to that of creditors of, or holders of debt obligations issued by, the issuers
and that the rights of holders of common stock generally rank inferior to the
rights of holders of preferred stock. Common stocks are especially susceptible
to general stock market movements and to volatile increases and decreases in
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.
Certain Investment Considerations. Holders of common stock incur more risk than
the 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 stock issued by the issuer. Holders
of common stock of the type held by the portfolio have a right to receive
dividends only when and if, and in the amounts, declared by the issuer's Board
of Directors and to participate in amounts available for distribution by the
issuer only after all other claims on the issuer have been paid or provided
for. By contrast, holders of preferred stock have the right to receive
dividends at a fixed rate when and as declared by the issuer's Board of
Directors, normally on a cumulative basis, but do not participate in other
amounts available for distribution by the issuing corporation. 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 stocks are also
entitled to rights on liquidation which are senior to those of common stocks.
Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of capital debt securities. Indeed, the issuance of debt securities
or even preferred stock will create prior claims for payment of principal,
interest, liquidation preferences and dividends which could adversely affect
the ability and
13
<PAGE>
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. Further, unlike debt securities which typically have
a stated principal amount payable at maturity (whose value, however, will be
subject to market fluctuations prior thereto), common stocks have neither a
fixed principal amount nor a maturity and have values which are subject to
market fluctuations for as long as the stocks remain outstanding. The value of
the Securities in the portfolios thus may be expected to fluctuate over the
entire life of the Trust Fund to values higher or lower than those prevailing
on the Initial Date of Deposit.
Whether or not the Securities are listed on a national security exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the Securities.
There can be no assurance that a market will be made for any of the Securities,
that any market for the Securities will be maintained or of the liquidity of
the Securities in any markets made. In addition, the Trust Fund is restricted
under the Investment Company Act of 1940 from selling Securities to the
Sponsor. The price at which the Securities may be sold to meet redemptions and
the value of the Trust Fund will be adversely affected if trading markets for
the Securities are limited or absent.
Investors should note that additional Units may be offered to the public. This
may have an effect upon the value of previously existing Units. To create
additional Units the Sponsor will purchase additional Securities. Brokerage
fees incurred in purchasing such Securities will be an expense of the Trust.
Thus, payment of brokerage fees by the Trust will affect the value of every
Unit and the net income per Unit received by the Trust. In particular,
Unitholders who purchase Units during the primary offering period of the Units
would experience a dilution of their investment as a result of any brokerage
fees paid by the Trust during subsequent deposits of additional Securities.
Litigation and Legislation. From time to time Congress considers proposals to
reduce the rate of the dividends-received deduction. Enactment into law of a
proposal to reduce the rate would adversely affect the after-tax return to
investors who can take advantage of the deduction. Unitholders are urged to
consult their own tax advisers. Further, at any time after the Initial Date of
Deposit, litigation may be initiated on a variety of grounds, or legislation
may be enacted with respect to the Securities in the Trust Fund or the issuers
of the Securities. There can be no assurance that future litigation or
legislation will not have a material adverse effect on the Trust Fund or will
not impair the ability of issuers to achieve their business goals.
FEDERAL TAX STATUS
The Trust has elected and intends to qualify on a continuing basis for special
federal income tax treatment as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"). If the Trust so
qualifies and timely distributes to Unitholders 90% or more of its taxable
income (without regard to its net capital gain, i.e., the excess of its net
long-term capital gain over its net short-term capital loss), it will not be
subject to federal income tax on the portion of its taxable income (including
any net capital gain) that it distributes to Unitholders. In addition, to the
extent the Trust timely distributes to Unitholders at least 98% of its taxable
income (including any net capital gain), it will not be subject to the 4%
excise tax on certain undistributed income of "regulated investment companies."
Because the Trust intends to timely distribute its taxable income (including
any net capital gain), it is anticipated that the Trust will not be subject to
federal income tax or the excise tax. Although all or a portion of the Trust's
taxable income (including any net capital gain) for the taxable year may be
distributed to Unitholders shortly after the end of the calendar year, such a
distribution will be treated for federal income tax purposes as having been
received by Unitholders during the calendar year just ended.
14
<PAGE>
Distributions to Unitholders of the Trust's taxable income (other than its net
capital gain) will be taxable as ordinary income to Unitholders. To the extent
that distributions to a Unitholder in any year exceed the Trust's current and
accumulated earnings and profits, they will be treated as a return of capital
and will reduce the Unitholder's basis in his Units and, to the extent that
they exceed his basis, will be treated as a gain from the sale of his Units as
discussed below.
Distributions of the Trust's net capital gain which are properly designated as
capital gain dividends by the Trust will be taxable to Unitholders as long-term
capital gain, regardless of the length of time the Units have been held by a
Unitholder. A Unitholder may recognize a taxable gain or loss if the Unitholder
sells or redeems his Units. Any gain or loss arising from (or treated as
arising from) the sale or redemption of Units will be a capital gain or loss,
except in the case of a dealer or a financial institution. For taxpayers other
than corporations, net capital gains are presently subject to a maximum stated
marginal tax rate of 28%. However, it should be noted that legislative
proposals are introduced form time to time that affect tax rates and could
affect relative differences at which ordinary income and capital gains are
taxed. A capital loss is long-term if the asset is held for more than one year
and short-term if held for one year or less. If a Unitholder holds Units for
six months or less and subsequently sells such Units at a loss, the loss will
be treated as a long-term capital loss to the extent that any long-term capital
gain distribution is made with respect to such Units during the six-month
period or less that the Unitholder owns the Units.
The Revenue Reconciliation Act of 1993 (the "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 Act, the 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. Unitholders and prospective
investors should consult with their tax advisers regarding the potential effect
of this provision on their investment in Units.
Distributions which are taxable as ordinary income to Unitholders will
constitute dividends for federal income tax purposes. When Units are held by
corporate Unitholders, Trust distributions may qualify for the 70% dividends-
received deduction, subject to the limitations otherwise applicable to the
availability of the deduction, to the extent the distribution is attributable
to dividends received by the Trust from United States corporations and is
designated by the Trust as being eligible for such deduction. To the extent
dividends received by the Trust are attributable to foreign corporations, a
corporation that owns Units will not be entitled to the dividends received
deduction with respect to its pro rata portion of such dividends, since the
dividends received deduction is generally available only with respect to
dividends paid by domestic corporations other than real estate investment
trusts. The Trust will provide each Unitholder with information annually
concerning what part of Trust distributions are eligible for the dividends
received deduction.
The federal tax status of each year's distributions will be reported to
Unitholders and to the Internal Revenue Service. The foregoing discussion
relates only to the federal income tax status of the Trust and to the tax
treatment of distributions by the Trust to United States Unitholders that are
not United States citizens or residents should be aware that distributions from
the Trust will generally be subject to a withholding tax of 30%, or a lower
treaty rate, and should consult their own tax advisers to determine whether
investment in the Trust is appropriate. Units in the Trust and Trust
distributions may also be subject to state and local taxation and Unitholders
should consult their own tax advisers in this regard.
The Trust may elect to pass through to the Unitholders the foreign income and
similar taxes paid by the Trust in order to enable such Unitholders to take a
credit (or deduction) for foreign income taxes paid by
15
<PAGE>
the Trust. If such an election is made, Unitholders of the Trust, because they
are deemed to own a pro rata portion of the American Depositary Receipts
("ADRs") and foreign securities held by the Trust, must include in their gross
income, for federal income tax purposes, both their portion of dividends
received by the Trust and also their portion of the amount which the Trust
deems to be the Unitholders' portion of foreign income taxes paid with respect
to, or withheld from dividends, interest or other income of the Trust from its
foreign investments. Unitholders may then subtract from their federal income
tax the amount of such taxes withheld, or else treat such foreign taxes as
deductions from gross income; however, as in the case of investors receiving
income directly from foreign sources, the above described tax credit or
deduction is subject to certain limitations. Unitholders should consult their
tax advisers regarding this election and its consequences to them.
Under the Code, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, will be
deductible by individuals only to the extent they exceed 2% of adjusted gross
income. Miscellaneous itemized deductions subject to this limitation under
present law do not include expenses incurred by the Trust so long as the Units
are held by or for 500 or more persons at all times during the taxable year. In
the event the Units are held by fewer than 500 persons, additional taxable
income will be realized by the individual (and other noncorporate) Unitholders
in excess of the distributions received by the Trust.
Distributions reinvested into additional Units of the Trust will be taxed to a
Unitholder in the manner described above (i.e., as ordinary income, long-term
capital gain or as a return of capital).
General. Each Unitholder will be requested to provide the Unitholder's taxpayer
identification number to the Trustee and to certify that the Unitholder has not
been notified that payments to the Unitholder 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 Unitholder (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. Such persons should consult their tax advisers.
Unitholders will be notified annually of the amounts of income dividends
includable in the Unitholder's gross income and amounts of Trust expenses which
may be claimed as itemized deductions.
Dividend income and long-term capital gains 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.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs should
consult their broker-dealers for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established.
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE. During the initial offering period, Units of the Trust
Fund are offered at the Public Offering Price which is based on the aggregate
underlying value of the Securities in the Trust Fund (generally determined by
the closing sale prices of listed Securities and the ask prices of over-the-
counter traded Securities) and includes the initial sales charge as described
below plus a pro rata share of any accumulated dividends in the Income Account
of the Trust. The Maximum Sales Charge consists of three portions: (1) an
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Initial Sales Charge which will be assessed on all purchases commencing on
January 1, 1997; (2) an annual Contingent Deferred Sales Charge which will be
assessed only during the first five years of the Trust's life; and (3) an
annual Fixed Deferred Sales Charge which will be assessed for the duration of
the Trust. The Initial Sales Charge per Unit will be an amount equal to the
difference between $0.375 and that portion of the total Contingent Deferred
Sales Charge remaining to be paid. The total Contingent Deferred Sales Charge
will be $0.375 per Unit which will be assessed annually in the amount of $0.075
per Unit. The Contingent Deferred Sales Charge will be assessed each December
31, commencing December 31, 1996 and continuing through December 31, 2000. The
Fixed Deferred Sales Charge will be $0.025 per Unit per year and will be
assessed on a quarterly basis. The deferred sales charge payments will accrue
daily and will be paid from funds in the Income Account, if sufficient, or from
the periodic sale of Securities. If Units are purchased during 1995 and held
until the mandatory termination of the Trust in 2011, the total sales charge
paid will be $0.75 per Unit. Unitholders disposing of their Units prior to such
time as the entire Contingent Deferred Sales Charge on such Units has been
collected will be assessed the amount of the Contingent Deferred Sales Charge
payments remaining at the time of such disposition. In the secondary market,
Units are offered at the Public Offering Price which is based on the aggregate
underlying value of the Securities in the Trust Fund (generally determined by
the closing sale prices of listed Securities and the bid prices of over-the-
counter traded Securities) and includes initial sales charge set forth below
plus a pro rata share of any accumulated dividends. In the secondary market,
Unitholders will be assessed the deferred sales charge as described above. Such
underlying value shall also include the proportionate share of any
undistributed cash held in the Capital Account of the Trust.
The Sponsor intends to permit officers, directors and employees of the Sponsor
and its affiliates and registered representatives of selling firms to purchase
Units of the Trust Fund subject only to the deferred sales charge as described
above.
As indicated above, the initial Public Offering Price of the Units was
established by dividing the aggregate underlying value of the Securities by the
number of Units outstanding. Such underlying value shall include the
proportionate share of any cash held in the Capital Account. Such price
determination as of the opening of business on the Initial Date of Deposit was
made on the basis of an evaluation of the Securities in the Trust prepared by
the Trustee. After the opening of business on the Initial Date of Deposit, the
Evaluator will appraise or cause to be appraised daily the value of the
underlying Securities as of 3:15 P.M. Central time on days the New York Stock
Exchange is open and will adjust the Public Offering Price of the Units
commensurate with such valuation. Such Public Offering Price will be effective
for all orders received at or prior to the close of trading on the New York
Stock Exchange on each such day. Orders received by the Trustee, Sponsor or any
dealer for purchases, sales or redemptions after that time, or on a day when
the New York Stock Exchange is closed, will be held until the next
determination of price.
The value of the Securities is determined on each business day by the Evaluator
based on the last offer prices during the initial offering period and on the
last bid prices during the secondary market and for redemptions on the day the
valuation is made for Securities listed on a national stock exchange or, if not
so listed, on the last offer (or bid as the case may be) prices on the over-
the-counter market or by taking into account the same factors referred to under
"Redemption--Computation of Redemption Price."
The minimum purchase in both the primary and secondary markets is 100 Units.
PUBLIC DISTRIBUTION OF UNITS. During the initial offering period, Units of the
Trust Fund will be distributed to the public at the Public Offering Price
thereof. Upon the completion of the initial offering, Units which remain unsold
or which may be acquired in the secondary market (see "Market for Units") may
be offered at the Public Offering Price determined in the manner provided
above.
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The Sponsor intends to qualify Units of the Trust Fund for sale in a number of
states. Units will be sold through dealers who are members of the National
Association of Securities Dealers, Inc. and through others. Sales may be made
to or through dealers at prices which represent discounts from the Public
Offering Price as set forth in the table below. Certain commercial banks are
making Units of the Trust Fund available to their customers on an agency basis.
A portion of the sales charge paid by their customers is retained by or
remitted to the banks in the amounts shown in the tables below. Under the
Glass-Steagall Act, banks are prohibited from underwriting Trust Fund Units;
however, the Glass-Steagall Act does permit certain agency transactions and the
banking regulators have indicated that these particular agency transactions are
permitted under such Act. In addition, state securities laws on this issue may
differ from the interpretations of Federal law expressed herein and banks and
financial institutions may be required to register as dealers pursuant to state
law. The Sponsor reserves the right to change the discounts set forth below
from time to time. In addition to such discounts, the Sponsor may, from time to
time, pay or allow an additional discount, in the form of cash or other
compensation, to dealers employing registered representatives who sell, during
a specified time period, a minimum dollar amount of Units of the Trust and
other unit investment trusts underwritten by the Sponsor. At various times the
Sponsor may implement programs under which the sales force of a broker or
dealer may be eligible to win nominal awards for certain sales efforts, or
under which the Sponsor will reallow to any such broker 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 brokers or dealers for
certain services or activities which are primarily intended to result in sales
of Units of the Trust Fund. Such payments are made by the Sponsor out of its
own assets, and not out of the assets of the Trust Fund. These programs will
not change the price Unitholders pay for their Units or the amount that the
Trust Fund will receive from the Units sold. The difference between the
discount and the sales charge will be retained by the Sponsor.
The primary market concessions or agency commissions will be $0.20 per Unit
which will be advanced to the brokers, dealers or agents and will be repaid
from funds derived from the Initial Sales Charge and/or Contingent Deferred
Sales Charge. The remainder of the Initial Sales Charge and/or Contingent
Deferred Sales Charge will be retained by the Sponsor. During the first year,
the Sponsor will retain the entire annual amount of the Fixed Deferred Sales
Charge. Commencing January 1, 1997, and throughout the period in which the
Fixed Deferred Sales Charge is being collected, the selling broker of record
for each Unit will receive an amount equal to $0.02. The Sponsor will retain
any remaining Fixed Deferred Sales Charge amounts.
Volume concessions of up to $0.01 per Unit can be earned as a marketing
allowance at the discretion of the Sponsor by firms who reach cumulative firm
sales arrangement levels of at least $1,000,000 through November 30, 1995.
After a firm has met the minimum volume level, volume concessions may be given
on all trades originated from or by that firm, including those placed prior to
reaching the minimum volume level, and may continue to be given during the
entire initial offering period. Firm sales of any EVEREN equity trust series
issued simultaneously can be combined for the purposes of achieving the volume
discount. Only sales through EVEREN qualify for volume discounts and secondary
purchases do not apply. EVEREN Unit Investment Trusts reserves the right to
modify or change those parameters at any time and make the determination of
which firms qualify for the marketing allowance and the amount paid.
The Sponsor reserves the right to reject, in whole or in part, any order for
the purchase of Units.
SPONSOR PROFITS. The Sponsor will receive gross sales charges equal to the
percentage of the Public Offering Price of the Units of the Trust Fund as
stated under "Public Offering Price." In addition, the Sponsor may
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realize a profit (or sustain a loss) as of the Initial Date of Deposit
resulting from the difference between the purchase prices of the Securities to
the Sponsor and the cost of such Securities to the Trust Fund, which is based
on the evaluation of the Securities on the Initial Date of Deposit. Thereafter,
on subsequent deposits the Sponsor may realize profits or sustain losses from
such deposits. See "Portfolio." The Sponsor may realize additional profits or
losses during the initial offering period on unsold Units as a result of
changes in the daily market value of the Securities in the Trust Fund.
MARKET FOR UNITS
After the initial offering period, while not obligated to do so, the Sponsor
intends to, subject to change at any time, maintain a market for Units of the
Trust Fund offered hereby and to continuously offer to purchase said Units at
prices, determined by the Evaluator, based on the bid value of the underlying
Securities. To the extent that a 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 Securities in the Trust. The
aggregate bid prices of the underlying Securities are expected to be less than
the related aggregate offering prices (which is the evaluation method used
during the initial public offering period). Accordingly, Unitholders who wish
to dispose of their Units should inquire of their broker as to current market
prices in order to determine whether there is in existence any price in excess
of the Redemption Price and, if so, the amount thereof. The offering price of
any Units resold by the Sponsor will be in accord with that described in the
currently effective prospectus describing such Units. Any profit or loss
resulting from the resale of such Units will belong to the Sponsor. The Sponsor
may suspend or discontinue purchases of Units of the Trust Fund if the supply
of Units exceeds demand, or for other business reasons.
REDEMPTION
GENERAL. A Unitholder who does not dispose of Units in the secondary market
described above may cause Units to be redeemed by the Trustee by making a
written request to the Kemper Service Company, service agent for the Trustee at
P.O. Box 419430, Kansas City, Missouri 64141-6430 and, in the case of Units
evidenced by a certificate, by tendering such certificate to the Trustee,
properly endorsed or accompanied by a written instrument or instruments of
transfer in form satisfactory to the Trustee. Unitholders must sign the
request, and such certificate or transfer instrument, exactly as their names
appear on the records of the Trustee and on any certificate representing the
Units to be redeemed. If the amount of the redemption is $25,000 or less and
the proceeds are payable to the Unitholder(s) of record at the address of
record, no signature guarantee is necessary for redemptions by individual
account owners (including joint owners). Additional documentation may be
requested, and a signature guarantee is always required, from corporations,
executors, administrators, trustees, guardians or associations. The signatures
must be 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. A certificate
should only be sent by registered or certified mail for the protection of the
Unitholder. Since tender of the certificate is required for redemption when one
has been issued, Units represented by a certificate cannot be redeemed until
the certificate representing such Units has been received by the purchasers.
Redemption shall be made by the Trustee on the third business day following the
day on which a tender for redemption is received (the "Redemption Date") by
payment of cash equivalent to the Redemption Price for the Trust Fund,
determined as set forth below under "Computation of Redemption Price," as of
the evaluation time stated under "Essential Information," next following such
tender, multiplied by the number of Units being redeemed. Any Units redeemed
shall be cancelled and any undivided fractional interest in
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the Trust Fund extinguished. The price received upon redemption might be more
or less than the amount paid by the Unitholder depending on the value of the
Securities in the Trust Fund at the time of redemption.
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 Unitholder's tax
identification number in the manner required by such regulations. Any amount so
withheld is transmitted to the Internal Revenue Service and may be recovered by
the Unitholder only when filing a tax return. Under normal circumstances the
Trustee obtains the Unitholder's tax identification number from the selling
broker. However, any time a Unitholder elects to tender Units for redemption,
such Unitholder 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 unpaid dividends shall be withdrawn
from the income Account of the Trust Fund to the extent that funds are
available for such purpose. All other amounts paid on redemption shall be
withdrawn from the Capital Account for the Trust Fund. The Trustee is empowered
to sell Securities for the Trust Fund in order to make funds available for the
redemption of Units of the Trust Fund. Such sale may be required when
Securities would not otherwise be sold and might result in lower prices than
might otherwise be realized. To the extent Securities are sold, the size and
diversity of the Trust Fund will be reduced.
To the extent that Securities are sold, the size and diversity of the Trust
Fund will be reduced but each remaining Unit will continue to represent
approximately the same proportional interest in each Security. Sales may be
required at a time when Securities would not otherwise be sold and may result
in lower prices than might otherwise be realized. The price received upon
redemption may be more or less than the amount paid by the Unitholder depending
on the value of the Securities in the portfolio at the time of redemption.
The right of redemption may be suspended and payment postponed (1) for any
period during which the New York Stock Exchange is closed, other than customary
weekend and holiday closings, or during which (as determined by the Securities
and Exchange Commission) trading on the New York Stock Exchange is restricted;
(2) for any period during which an emergency exists as a result of which
disposal by the Trustee of Securities is not reasonably practicable or it is
not reasonably practicable to fairly determine the value of the underlying
Securities in accordance with the Trust Agreement; or (3) for such other period
as the Securities and Exchange Commission may by order permit. 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.
COMPUTATION OF REDEMPTION PRICE. The Redemption Price per Unit (as well as the
secondary market Public Offering Price) will be determined on the basis of the
aggregate underlying bid value of the Securities in the Trust Fund. On the
Initial Date of Deposit, the Public Offering Price per Unit (which is based on
the underlying offering prices of the Securities and includes the sales charge)
exceeded the value at which Units could have been redeemed by the amount shown
under "Essential Information." While the Trustee has the power to determine the
Redemption Price per Unit when Units are tendered for redemption, such
authority has been delegated to the Evaluator which determines the price per
Unit on a daily basis. The Redemption Price per Unit is the pro rata share of
each Unit in the Trust Fund determined on the basis of (i) the cash on hand in
the Trust Fund or monies in the process of being collected and (ii) the value
of the Securities in the Trust Fund less (a) amounts representing taxes or
other governmental charges payable out of the Trust, (b) any amount owing to
the Trustee for its advances and (c) the accrued expenses of the Trust. The
Evaluator may determine the value of the Securities in the Trust Fund in the
following manner: if the Security is listed
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on a national securities exchange, the evaluation will generally be based on
the last bid price on the exchange (unless the Evaluator deems the price
inappropriate as a basis for evaluation). If the Security is not so listed or,
if so listed and the principal market for the Security is other than on the
exchange, the evaluation will generally be made by the Evaluator in good faith
based on the last bid price on the over-the-counter market (unless the
Evaluator deems such price inappropriate as a basis for evaluation) or, if a
bid price is not available, (1) on the basis of the current bid price for
comparable securities, (2) by the Evaluator's appraising the value of the
Securities in good faith at the bid side of the market or (3) by any
combination thereof. See "Public Offering of Units--Public Offering Price."
RETIREMENT PLANS
The Trust Fund may be well suited for purchase by Individual Retirement
Accounts, Keogh Plans, pension funds and other qualified retirement plans,
certain of which are briefly described below.
Generally, capital gains and income received under each of the foregoing plans
are deferred from Federal taxation. All distributions from such plans are
generally treated as ordinary income but may, in some cases, be eligible for
special income averaging or tax-deferred rollover treatment. Investors
considering participation in any such plan should review specific tax laws
related thereto and should consult their attorneys or tax advisers with respect
to the establishment and maintenance of any such plan. Such plans are offered
by brokerage firms and other financial institutions. The Trust will waive the
$1,000 minimum investment requirement for IRA accounts. The minimum investment
is $250 for tax-deferred plans such as IRA accounts. Fees and charges with
respect to such plans may vary.
Individual Retirement Account--IRA. Any individual under age 70 1/2 may
contribute the lesser of $2,000 or 100% of compensation to an IRA annually.
Such contributions are fully deductible if the individual (and spouse if filing
jointly) are not covered by a retirement plan at work. The deductible amount an
individual may contribute to an IRA will be reduced $10 for each $50 of
adjusted gross income over $25,000 ($40,000 if married, filing jointly or $0 if
married, filing separately), if either an individual or their spouse (if
married, filing jointly) is an active participant in an employer maintained
retirement plan. Thus, if an individual has adjusted gross income over $35,000
($50,000 if married, filing jointly or $0 if married, filing separately) and if
an individual or their spouse is an active participant in an employer
maintained retirement plan, no IRA deduction is permitted. Under the Code, an
individual may make nondeductible contributions to the extent deductible
contributions are not allowed. All distributions from an IRA (other than the
return of certain excess contributions) are treated as ordinary income for
Federal income taxation purposes provided that under the Code an individual
need not pay tax on the return of nondeductible contributions, the amount
includable in income for the taxable year is the portion of the amount
withdrawn for the taxable year as the individual's aggregate nondeductible IRA
contributions bear to the aggregate balance of all IRAs of the individual.
A participant's interest in an IRA must be, or commence to be, distributed to
the participant not later than April 1 of the calendar year following the year
during which the participant attains age 70 1/2. Distributions made before
attainment of age 59 1/2, except in the case of the participant's death or
disability, or where the amount distributed is to be rolled over to another
IRA, or where the distributions are taken as a series of substantially equal
periodic payments over the participant's life or life expectancy (or the joint
lives or life expectancies of the participant and the designated beneficiary)
are generally subject to a surtax in an amount equal to 10% of the
distribution. The amount of such periodic payments may not be modified before
the later of five years or attainment of age 59 1/2. Excess contributions are
subject to an annual 6% excise tax.
IRA applications, disclosure statements and trust agreements are available from
the Sponsor upon request.
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Qualified Retirement Plans. Units of the Trust may be purchased by qualified
pension or profit sharing plans maintained by corporations, partnerships or
sole proprietors. The maximum annual contribution for a participant in a money
purchase pension plan or to paired profit sharing and pension plans is the
lesser of 25% of compensation or $30,000. Prototype plan documents for
establishing qualified retirement plans are available from the Sponsor upon
request.
Excess Distributions Tax. In addition to the other taxes due by reason of a
plan distribution, a tax of 15% may apply to certain aggregate distributions
from IRAs, Keogh plans, and corporate retirement plans to the extent such
aggregate taxable distributions exceed specified amounts (generally $150,000,
as adjusted) during a tax year. This 15% tax will not apply to distributions on
account of death, qualified domestic relations orders or amounts rolled over to
an eligible plan. In general, for lump sum distributions the excess
distribution over $750,000 (as adjusted) will be subject to the 15% tax.
The Trustee, Investors Fiduciary Trust Company ("IFTC"), has agreed to act as
custodian for certain retirement plan accounts. An annual fee of $12.00 per
account, if not paid separately, will be assessed by the Trustee and paid
through the liquidation of shares of the reinvestment account. An individual
wishing IFTC to act as custodian must complete a Kemper UIT/IRA application and
forward it along with a check made payable to Investors Fiduciary Trust
Company. Certificates for Individual Retirement Accounts can not be issued.
UNITHOLDERS
OWNERSHIP OF UNITS. Ownership of Units of the Trust Fund will not be evidenced
by certificates unless a Unitholder, the Unitholder's registered broker/dealer
or the clearing agent for such broker/dealer makes a written request to the
Trustee. Units are transferable by making a written request to the Trustee and,
in the case of Units evidenced by a certificate, by presenting and surrendering
such certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer which should be sent by registered or
certified mail for the protection of the Unitholder. Unitholders must sign such
written request, and such certificate or transfer instrument, exactly as their
names appear on the records of the Trustee and on any certificate representing
the Units to be transferred. Such signatures must be guaranteed as stated under
"Redemption--General."
Units may be purchased and certificates, if requested, will be issued in
denominations of one Unit or any multiple thereof, subject to the Trust's
minimum investment requirement of 100 Units or $1,000. Fractions of Units, if
any, will be computed to three decimal places. Any certificate issued will be
numbered serially for identification, issued in fully registered form and will
be transferable only on the books of the Trustee. The Trustee may require a
Unitholder to pay a reasonable fee, to be determined in the sole discretion of
the Trustee, for each certificate re-issued or transferred and to pay any
governmental charge that may be imposed in connection with each such transfer
or interchange. The Trustee at the present time does not intend to charge for
the normal transfer or interchange of certificates. Destroyed, stolen,
mutilated or lost certificates will be replaced upon delivery to the Trustee of
satisfactory indemnity (generally amounting to 3% of the market value of the
Units), affidavit of loss, evidence of ownership and payment of expenses
incurred.
DISTRIBUTIONS TO UNITHOLDERS. Income received by the Trust is credited by the
Trustee to the Income Account of the Trust. Other receipts are credited to the
Capital Account of the Trust. Income received by the Trust will be distributed
on or shortly after the 15th day of January, April, July and October of each
year on a pro rata basis to Unitholders of record as of the preceding record
date (which will be the first day of
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the related month). All distributions will be net of applicable expenses. There
is no assurance that any actual distributions will be made since all dividends
received may be used to pay expenses. In addition, amounts from the Capital
Account of the Trust, if any, will be distributed at least annually in December
to the Unitholders then of record. Proceeds received from the disposition of
any of the Securities after a record date and prior to the following
distribution date will be held in the Capital Account and not distributed until
the next distribution date applicable to the Capital Account. The Trustee shall
not be required to make a distribution from the Capital Account unless the cash
balance on deposit therein available for distribution shall be sufficient to
distribute at least $1.00 per 100 Units. The Trustee is not required to pay
interest on funds held in the Capital or Income Accounts (but may itself earn
interest thereon and therefore benefits from the use of such funds). The
Trustee is authorized to reinvest any funds held in the Capital or Income
Accounts, pending distribution, in U.S. Treasury obligations which mature on or
before the next applicable distribution date. Any obligations so acquired must
be held until they mature and proceeds therefrom may not be reinvested.
The distribution to the Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of an
amount substantially equal to such portion of the Unitholders' pro rata share
of the dividend distributions then held in the Income Account after deducting
estimated expenses. Because dividends are not received by the trust at a
constant rate throughout the year, such distributions to Unitholders are
expected to fluctuate. Persons who purchase Units will commence receiving
distributions only after such person becomes a record owner. A person will
become the owner of Units, and thereby a Unitholder of record, on the date of
settlement provided payment has been received. Notification to the Trustee of
the transfer of Units is the responsibility of the purchaser, but in the normal
course of business such notice is provided by the selling broker-dealer.
As of the first day of each month, the Trustee will deduct from the Income
Account of the Trust and, to the extent funds are not sufficient therein, from
the Capital Account of the trust amounts necessary to pay the expenses of the
Trust (as determined on the basis set forth under "Expenses of the Trust"). The
Trustee also may withdraw from said accounts such amounts, if any, as it deems
necessary to establish a reserve for any governmental charges payable out of
the Trust. Amounts so withdrawn shall not be considered a part of the Trust's
assets until such time as the Trustee shall return all or any part of such
amounts to the appropriate accounts. In addition, the Trustee may withdraw from
the Income and Capital Accounts of the Trust such amounts as may be necessary
to cover redemptions of Units.
DISTRIBUTION REINVESTMENT. Unitholders who own greater than $25,000 of Units of
the Trust may elect to have distributions of capital (including capital gains,
if any) or dividends or both automatically invested into additional Units of
the Trust subject only to any Contingent Deferred Sales Charge and the Fixed
Deferred Sales Charge, as described in "Public Offering of Units." In addition,
all Unitholders of the Trust may elect to have distributions of capital
(including capital gains, if any) or dividends or both automatically invested
without charge in shares of any one of several front-end load mutual funds
underwritten or advised by Kemper Financial Services, Inc. at net asset value
if such funds are registered in such Unitholder's state of residence, other
than those mutual funds sold with a contingent deferred sales charge. Since the
portfolio securities and investment objectives of such Kemper-advised mutual
funds generally will differ significantly from those of the Trust Fund,
Unitholders should carefully consider the consequences before selecting such
mutual funds for reinvestment. Detailed information with respect to the
investment objectives and the management of such mutual funds is contained in
their respective prospectuses, which can be obtained from the Sponsor upon
request. An investor should read the prospectus of the reinvestment fund
selected prior to making the election to reinvest. Unitholders who desire to
have such distributions automatically
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reinvested should inform their broker at the time of purchase or should file
with the Program Agent referred to below a written notice of election.
Unitholders who are receiving distributions in cash may elect to participate in
distribution reinvestment by filing with the Program Agent an election to have
such distributions reinvested without charge. Such election must be received by
the Program Agent at least ten days prior to the Record date applicable to any
distribution in order to be in effect for such Record Date. Any such election
shall remain in effect until a subsequent notice is received by the Program
Agent. See "Unitholders--Distributions to Unitholders."
The Program Agent is Investors Fiduciary Trust Company. All inquiries
concerning participating in distribution reinvestment should be directed to the
EVEREN Service Company, service agent for the Program Agent at P.O. Box 419430,
Kansas City, Missouri 64141-6430, telephone (800) 422-2848.
STATEMENTS TO UNITHOLDERS. With each distribution, the Trustee will furnish or
cause to be furnished to each Unitholder a statement of the amount of income
and the amount of other receipts, if any, which are being distributed,
expressed in each case as a dollar amount per Unit.
The accounts of the Trust Fund are required to be audited annually, at the
Trust Fund's expense, by independent public accountants designated by such
Sponsor, unless the Sponsor determines that such an audit would not be in the
best interest of the Unitholders of the Trust Fund. The accountants' report
will be furnished by the Trustee to any Unitholder of the Trust Fund upon
written request. 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 Unitholder of the Trust Fund a statement, covering the
calendar year, setting forth for the Trust Fund:
A. As to the Income Account:
1. Income received;
2. Deductions for applicable taxes and for fees and expenses of the Trust and
for redemptions of Units, if any; and
3. The balance remaining after such distributions and deductions, expressed in
each case both as a total dollar amount and as a dollar amount representing the
pro rata share of each Unit outstanding on the last business day of such
calendar year; and
B. As to the Capital Account:
1. The dates of disposition of any Securities and the net proceeds received
therefrom;
2. Deductions for payment of applicable taxes and fees and expenses of the
Trust held for distribution to Unitholders of record as of a date prior to the
determination; and
3. The balance remaining after such distributions and deductions expressed both
as a total dollar amount and as a dollar amount representing the pro rata share
of each Unit outstanding on the last business day of such calendar year; and
C. The following information:
1. A list of the Securities as of the last business day of such calendar year;
24
<PAGE>
2. The number of Units outstanding on the last business day of such calendar
year;
3. The Redemption Price based on the last evaluation made during such calendar
year;
4. The amount actually distributed during such calendar year from the Income
and Capital Accounts separately stated, expressed both as total dollar amounts
and as dollar amounts per Unit outstanding on the Record Dates for each such
distribution.
RIGHTS OF UNITHOLDERS. A Unitholder may at any time tender Units to the Trustee
for redemption. The death or incapacity of any Unitholder will not operate to
terminate the Trust Fund nor entitle legal representatives or heirs to claim an
accounting or to bring any action or proceeding in any court for partition or
winding up of the Trust Fund.
No Unitholder shall have the right to control the operation and management of
the Trust Fund in any manner, except to vote with respect to the amendment of
the Trust Agreement or termination of the Trust Fund.
INVESTMENT SUPERVISION
The Trust Fund is a unit investment trust and is not an "actively managed"
fund. Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analyses. The portfolio of the Trust Fund, however, will
not be actively managed and therefore the adverse financial condition of an
issuer will not necessarily require the sale of its securities from the
portfolio.
As a general rule, the only purchases and sales that will be made with respect
to the Trust's portfolio will be those necessary to maintain, to the extent
feasible, a portfolio which reflects the current components of the S&P 500
Index, taking into consideration redemptions, sales of additional Units and the
other adjustments referred to elsewhere in this prospectus. See "Trust
Portfolio--General." Such purchases and sales will be made in accordance with
the computer program utilized to maintain the portfolio, the Trust Agreement
and procedures to be specified by the Sponsor. The Sponsor may direct the
Trustee to dispose of Securities and either to acquire other Securities through
the use of the proceeds of such disposition in order to make changes in the
portfolio or to distribute the proceeds of such disposition to Unitholders (i)
as necessary to reflect any additions to or deletions from the S&P 500 Index,
(ii) as may be necessary to establish a closer correlation between the Trust
portfolio and the S&P 500 Index or (iii) as may be required for purposes of
distributing to Unitholders, when required, their pro rata share of any net
realized capital gains or as the Sponsor may otherwise determine. As a policy
matter, the Sponsor currently intends to direct the Trustee to acquire round
lots of shares of the Securities rather than odd lot amounts. Any funds not
used to acquire round lots will be held for future purchases of shares, for
redemptions of Units or for distributions to Unitholders. In the event the
Trustee receives any securities or other properties relating to the Securities
(other than normal dividends) acquired in exchange for Securities such as those
acquired in connection with a reorganization, recapitalization, merger or other
transaction, the Trustee is directed to sell such securities or other property
and reinvest the proceeds in shares of the Security for which such securities
or other property relates, or if such Security is thereafter removed from the
S&P 500 Index, in any new security which is added as a component of the S&P 500
Index. In addition, the Sponsor will instruct the Trustee to dispose of certain
Securities and to take such further action as may be needed from time to time
to ensure that the Trust continues to satisfy the qualifications of a regulated
investment company, including the requirements with respect to diversification
under Section 851 of the Internal Revenue Code.
25
<PAGE>
Proceeds from the sale of Securities (or any securities or other property
received by the Trust in exchange for Securities) are credited to the Capital
Account for distribution to Unitholders or to meet redemptions. Except as
stated under "The Trust Fund" for failed securities and as provided in this
section, the acquisition by the Trust of any securities other than the
Securities is prohibited. The Trustee may sell Securities, designated by the
Sponsor, from the Trust Fund for the purpose of redeeming Units of the Trust
Fund tendered for redemption and the payment of expenses.
ADMINISTRATION OF THE TRUST
THE TRUSTEE. The Trustee, Investors Fiduciary Trust Company, is a trust company
specializing in investment related services, organized and existing under the
laws of Missouri, having its trust office at 127 West 10th Street, Kansas City,
Missouri 64105. The Trustee is subject to supervision and examination by the
Division of Finance of the State of Missouri and the Federal Deposit Insurance
Corporation.
The Trustee, whose duties are ministerial in nature, has not participated in
selecting the portfolio of the Trust Fund. For information relating to the
responsibilities of the Trustee under the Trust Agreement, reference is made to
the material set forth under "Unitholders."
In accordance with the Trust Agreement, the Trustee shall keep records of all
transactions at its office. Such records shall include the name and address of,
and the number of Units held by, every Unitholder of the Trust Fund. Such books
and records shall be open to inspection by any Unitholder of the Trust Fund at
all reasonable times during usual business hours. The Trustee shall make such
annual or other reports as may from time to time be required under any
applicable state or federal statute, rule or regulation. The Trustee shall keep
a certified copy or duplicate original of the Trust Agreement on file in its
office available for inspection at all reasonable times during usual business
hours by any Unitholder, together with a current list of the Securities held in
the Trust Fund. Pursuant to the Trust Agreement, the Trustee may employ one or
more agents for the purpose of custody and safeguarding of Securities
comprising the Trust Fund.
Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of the trust created by the Trust Agreement by executing an
instrument in writing and filing the same with the Sponsor.
The Trustee or successor trustee must mail a copy of the notice of resignation
to all Unitholders then of record, not less than sixty days before the date
specified in such notice when such resignation is to take effect. The Sponsor
upon receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The Sponsor may at any time
remove the Trustee, with or without cause, and appoint a successor trustee as
provided in the Trust Agreement. Notice of such removal and appointment shall
be mailed to each Unitholder by the Sponsor. Upon execution of a written
acceptance of such appointment by such successor trustee, all the rights,
powers, duties and obligations of the original Trustee shall vest in the
successor. The Trustee must be a corporation organized under the laws of the
United States, or any state thereof, be authorized under such laws to exercise
trust powers and have at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
THE SPONSOR. The Sponsor, EVEREN Unit Investment Trusts, with an office at 77
West Wacker Drive, 29th Floor, Chicago, Illinois 60601, (800) 621-5024, is a
service of EVEREN Securities, Inc. EVEREN Securities, Inc. is the successor
organization to Kemper Securities, Inc. The Sponsor acts as underwriter of a
number of other EVEREN unit investment trusts and will act as underwriter of
any other unit investment trust products
26
<PAGE>
developed by the Sponsor in the future. As of December 31, 1994, the total
stockholder's equity of EVEREN Securities, Inc. was $252,676,937.
If at any time the Sponsor shall fail to perform any of its duties under the
Trust Agreement or shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or shall have its affairs 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 such
reasonable amounts as may be prescribed by the Securities and Exchange
Commission, or (b) terminate the Trust Agreement and liquidate the Trust Fund
as provided therein, or (c) continue to act as Trustee without terminating the
Trust Agreement.
The foregoing financial information with regard to the Sponsor relates to the
Sponsor only and not to the Trust Fund. Such information is included in this
Prospectus only for the purpose of informing investors as to the financial
responsibility of the Sponsor and its ability to carry out its contractual
obligations with respect to the Trust Fund. More comprehensive financial
information can be obtained upon request from the Sponsor.
THE EVALUATOR. EVEREN Unit Investment Trusts, the Sponsor, also serves as
Evaluator. The Evaluator may resign or be removed by the Trustee in which event
the Trustee is to use its best efforts to appoint a satisfactory successor.
Such resignation or removal shall become effective upon acceptance of
appointment by the successor evaluator. If upon resignation of the Evaluator no
successor has accepted appointment within thirty days after notice of
resignation, the Evaluator may apply to a court of competent jurisdiction for
the appointment of a successor. Notice of such registration or removal and
appointment shall be mailed by the Trustee to each Unitholder.
AMENDMENT AND TERMINATION. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders: (1) to cure any
ambiguity or to correct or supplement any provision which may be defective or
inconsistent; (2) to change any provision thereof as may be required by the
Securities and Exchange Commission or any successor governmental agency; or (3)
to make such provisions as shall not adversely affect the interests of the
Unitholders. The Trust Agreement with respect to the Trust Fund may also be
amended in any respect by the Sponsor and the Trustee, or any of the provisions
thereof may be waived, with the consent of the holders of Units representing 66
2/3% of the Units then outstanding of the Trust Fund, provided that no such
amendment or waiver will reduce the interest of any Unitholder thereof without
the consent of such Unitholder or reduce the percentage of Units required to
consent to any such amendment or waiver without the consent of all Unitholders
of the Trust Fund. In no event shall the Trust Agreement be amended to increase
the number of Units of the Trust Fund issuable thereunder or to permit the
acquisition of any Securities in addition to or in substitution for those
initially deposited in the Trust Fund, except in accordance with the provisions
of the Trust Agreement. The Trustee shall promptly notify Unitholders of the
substance of any such amendment.
The Trust Agreement provides that the Trust Fund shall terminate upon the
liquidation, redemption or other disposition of the last of the Securities held
in the Trust Fund but in no event is it to continue beyond the Mandatory
Termination Date set forth under "Essential Information." If the value of the
Trust Fund shall be less than the applicable minimum value stated under
"Essential Information" (40% of the aggregate value of the Securities--based on
the value at the date of deposit of such Securities into the Trust Fund), the
Trustee may, in its discretion, and shall, when so directed by the Sponsor,
terminate the Trust Fund. The Trust Fund may be terminated at any time by the
holders of Units representing 66 2/3% of the Units thereof then outstanding.
27
<PAGE>
No later than the Mandatory Termination Date set forth under "Essential
Information," the Trustee will begin to sell all of the remaining underlying
Securities on behalf of Unitholders in connection with the termination of the
Trust Fund. The Sponsor has agreed to assist the Trustee in these sales. The
sale proceeds will be net of any incidental expenses involved in the sales.
The Sponsor will attempt to sell the Securities as quickly as it can during the
termination proceedings without in its judgment materially adversely affecting
the market price of the Securities, but it is expected that all of the
Securities will in any event be disposed of within a reasonable time after the
Trust's termination. The Sponsor does not anticipate that the period will be
longer than one month, and it could be as short as one day, depending on the
liquidity of the Securities being sold. The liquidity of any Security depends
on the daily trading volume of the Security and the amount that the Sponsor has
available for sale on any particular day.
It is expected (but not required) that the Sponsor will generally follow the
following guidelines in selling the Securities: for highly liquid Securities,
the Sponsor will generally sell Securities on the first day of the Liquidation
Period; for less liquid Securities, on each of the first two days of the
termination proceedings, the Sponsor will generally sell any amount of any
underlying Securities at a price no less than 1/2 of one point under the last
closing sale price of those Securities. Thereafter, the price limit will
increase to one point under the last closing sale price. After four days, the
Sponsor currently intends to sell at least a fraction of the remaining
underlying Securities, the numerator of which is one and the denominator of
which is the total number of days remaining (including that day) in the
termination proceedings without any price restrictions. Of course, no
assurances can be given that the market value of the Securities will not be
adversely affected during the termination proceedings.
In the event of termination of the Trust Fund, written notice thereof will be
sent by the Trustee to all Unitholders of the Trust Fund. Within a reasonable
period after termination, the Trustee will sell any Securities remaining in the
Trust Fund and, after paying all expenses and charges incurred by the Trust
Fund, will distribute to Unitholders thereof (upon surrender for cancellation
of certificates for Units, if issued) their pro rata share of the balances
remaining in the Income and Capital Accounts of the Trust Fund.
LIMITATIONS ON LIABILITY. The Sponsor: The Sponsor is liable for the
performance of its obligations arising from its responsibilities under the
Trust Agreement, but will be under no liability to the Unitholders for taking
any action or refraining from any action in good faith pursuant to the Trust
Agreement or for errors in judgment, except in cases of its own gross
negligence, bad faith or willful misconduct or its reckless disregard for its
duties thereunder. The Sponsor shall not be liable or responsible in any way
for depreciation or loss incurred by reason of the sale of any Securities.
The Trustee: The Trust Agreement provides that the Trustee shall be under no
liability for any action taken in good faith in reliance upon prima facie
properly executed documents or for the disposition of monies, Securities or
certificates except by reason of its own gross negligence, bad faith or willful
misconduct, or its reckless disregard for its duties under the Trust Agreement,
nor shall the Trustee be liable or responsible in any way for depreciation or
loss incurred by reason of the sale by the Trustee of any Securities. In the
event that the Sponsor shall fail to act, the Trustee may act and shall not be
liable for any such action taken by it in good faith. The Trustee shall not be
personally liable for any taxes or other governmental charges imposed upon or
in respect of the Securities or upon the interest thereof. In addition, the
Trust Agreement contains other customary provisions limiting the liability of
the Trustee.
The Evaluator: The Trustee and Unitholders may rely on any evaluation furnished
by the Evaluator and shall have no responsibility for the accuracy thereof. The
Trust Agreement provides that the determinations made
28
<PAGE>
by the Evaluator 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 or Unitholders for errors in judgment, but
shall be liable for its gross negligence, bad faith or willful misconduct or
its reckless disregard for its obligations under the Trust Agreement.
EXPENSES OF THE TRUST
The Sponsor will not charge the Trust any fees for services performed as
Sponsor. The Sponsor will receive a portion of the sale commissions paid in
connection with the purchase of Units and will share in profits, if any,
related to the deposit of Securities in the Trust Fund.
The Trustee receives for its services that fee set forth under "Essential
Information." The Trustee's fee which is calculated monthly is based on the
largest number of Units outstanding during the calendar year for which such
compensation relates. In no event shall the Trustee be paid less than $2,000 in
any calendar year. The Trustee's fees are payable monthly on or before the
fifteenth day of the month from the Income Account to the extent funds are
available and then from the Capital Account. The Trustee benefits to the extent
there are funds for future distributions, payment of expenses and redemptions
in the Capital and Income Accounts since these Accounts are non-interest
bearing and the amounts earned by the Trustee are retained by the Trustee. Part
of the Trustee's compensation for its services to the Trust Fund is expected to
result from the use of these funds.
For evaluation of the Securities in the Trust Fund, the Evaluator shall receive
that fee set forth under "Essential Information", payable monthly, based upon
the largest number of Units outstanding during the calendar year for which such
compensation relates.
The Trustee's fees and the Evaluator's fees are deducted from the Income
Account of the Trust Fund to the extent funds are available and then from the
Capital Account. Each such fee may be increased without approval of Unitholders
by amounts not exceeding a proportionate increase in the Consumer Price Index
or any equivalent index substituted therefor.
The Licensor receives an annual fee from the Trust equal to the greater of .02%
of the average net asset value of the Trust or $10,000. This fee covers the
license to the Fund of the use of various trademarks and trade names as
described under "Trust Portfolio--The S&P 500 Index." In addition, the Trust
will pay approximately $45,000 per year for access to independent computer
services that track the S&P 500 Index.
Expenses incurred in establishing the Trust, including the cost of the initial
preparation of documents relating to the Trust (including the Prospectus, Trust
Agreement and certificates), federal and state registration fees, the initial
fees and expenses of the Trustee, legal and accounting expenses, payment of
closing fees and any other out-of-pocket expenses, will be paid by the Trust
and amortized over a five year period. The following additional charges are or
may be incurred by the Trust Fund: (a) fees for the Trustee's extraordinary
services; (b) expenses of the Trustee (including legal and auditing expenses,
but not including any fees and expenses charged by an agent for custody and
safeguarding of Securities) and of counsel, if any; (c) various governmental
charges; (d) expenses and costs of any action taken by the Trustee to protect
the Trust or the rights and interests of the Unitholders; (e) indemnification
of the Trustee for any loss, liability or expense incurred by it in the
administration of the Trust not resulting from gross negligence, bad faith or
willful misconduct on its part or its reckless disregard for its obligations
under the Trust Agreement; (f) indemnification of the Sponsor for any loss,
liability or expense incurred in acting in that capacity without gross
negligence, bad faith or willful misconduct or its reckless disregard for its
obligations under the Trust
29
<PAGE>
Agreement; and (g) expenditures incurred in contacting Unitholders upon
termination of the Trust Fund. The fees and expenses set forth herein are
payable out of the Trust Fund and, when owing to the Trustee, are secured by a
lien on the Trust Fund. Since the Securities are all common stocks, and the
income stream produced by dividend payments, if any, is unpredictable, the
Sponsor cannot provide any assurance that dividends will be sufficient to meet
any or all expenses of the Trust Fund. If the balances in the Income and
Capital Accounts are insufficient to provide for amounts payable by the Trust,
the Trustee has the power to sell Securities to pay such amounts. These sales
may result in capital gains or losses to Unitholders. See "Federal Tax Status."
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.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The statement of condition and the related portfolio at the Initial Date of
Deposit included in this Prospectus have been audited by Grant Thornton LLP,
independent certified public accountants, as set forth in their report in the
Prospectus, and are included herein in reliance upon the authority of said firm
as experts in accounting and auditing.
------------
30
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
UNITHOLDERS
EVEREN PORTFOLIO INVESTMENT CONCEPTS, SERIES 39
(E.P.I.C. INDEX TRUST SERIES 1)
We have audited the accompanying statement of condition and the related
portfolio of EVEREN Portfolio Investment Concepts, Series 39 (E.P.I.C. Index
Trust Series 1), as of , 1995. The statement of condition and
portfolio are the responsibility of the Sponsor. Our responsibility is to
express an opinion on such financial statements 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 financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of a letter of credit deposited to purchase
Securities by correspondence with the Trustee. An audit also includes assessing
the accounting principles used and significant estimates made by the Sponsor,
as well as evaluating the overall financial statement presentation. We believe
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of EVEREN Portfolio Investment
Concepts, Series 39 (E.P.I.C. Index Trust Series 1) as of , 1995, in
conformity with generally accepted accounting principles.
GRANT THORNTON LLP
Chicago, Illinois
, 1995
31
<PAGE>
EVEREN PORTFOLIO INVESTMENT CONCEPTS, SERIES 39
(E.P.I.C. INDEX TRUST SERIES 1)
STATEMENT OF CONDITION
AT THE OPENING OF BUSINESS ON , 1995, THE INITIAL DATE OF DEPOSIT
TRUST PROPERTY
<TABLE>
<S> <C>
Contracts to purchase Securities (1) (2).............................. $
Organizational costs (3)..............................................
--------
Total............................................................. $
========
NUMBER OF UNITS.......................................................
========
</TABLE>
LIABILITY AND INTEREST OF UNITHOLDERS
<TABLE>
<S> <C>
Liability--
Accrued organizational costs (3)..................................... $
Interest of Unitholders--
Cost to investors (4)................................................
Less: Gross underwriting commission (4)..............................
--------
Net interest to Unitholders (1) (2) (4)..............................
--------
Total.............................................................. $
========
</TABLE>
- ----------
NOTES:
(1) Aggregate cost of the Securities listed in the Portfolio is based on
offering side evaluations as determined by the Trustee.
(2) An irrevocable letter of credit issued by Chemical Bank has been deposited
with the Trustee covering the funds (aggregating $ ) necessary for the
purchase of the Securities in the Trust Fund represented by purchase
contracts.
(3) The Trust will bear all or a portion of its organizational costs, which
will be deferred and amortized over five years. Organizational costs have
been estimated based on a projected Trust size of $ . To the extent
the Trust is larger or smaller, the estimate will vary.
(4) The aggregate cost to investors includes a sales charge computed at the
rate of % of the Public Offering Price (equivalent to % of the net
amount invested) assuming no reduction of sales charges for quantity
purchases.
32
<PAGE>
EVEREN PORTFOLIO INVESTMENT CONCEPTS, SERIES 39
(E.P.I.C. INDEX TRUST SERIES 1)
COMPOSITION OF S&P 500 INDEX AS OF THE INITIAL DATE OF DEPOSIT:
, 1995
<TABLE>
<CAPTION>
NAME OF ISSUER PERCENTAGE
OF SECURITIES IN OF
S&P 500 INDEX(1) INDEX SYMBOL
---------------- ---------- ------
<S> <C> <C>
General Electric Co. 2.6028%
American Tel. & Tel. 2.3461
Exxon Corp. 2.2571
Coca-Cola 1.9784
Royal Dutch Petroleum 1.7182
Phillip Morris 1.4753
Wal-Mart Stores 1.4599
Merck & Co., Inc. 1.4325
IBM 1.2881
Proctor and Gamble 1.2691
DuPont (E.I.) De
Nemours 1.1435
Microsoft Corp. 1.0627
Johnson & Johnson 1.0516
Motorola Inc. 1.0143
Mobil Corp. 1.0040
General Motors Corp. 0.9537
American Int'l Group,
Inc. 0.9206
Bristol Myers Squibb 0.8845
AMOCO Corp. 0.8787
GTE Corp. 0.8730
Chevron Corp. 0.8697
Pepsico Inc. 0.8589
Ford 0.8558
Bell South Corp. 0.8044
Intel Corp. 0.7881
Abbot Laboratories 0.7868
Hewlett Packard Co. 0.7562
Walt Disney Co. 0.7372
Pfizer, Inc. 0.7257
Southwestern Bell
Corp. 0.7246
Minnesota Mining &
Mfg. 0.6735
Ameritech 0.6623
Bell Atlantic Corp. 0.6487
Home Depot Inc. 0.6191
McDonald's Corp. 0.6110
Federal Nat'l Mortg
Assn. 0.5926
American Home Products 0.5719
Eli Lily & Co. 0.5705
Dow Chemical 0.5563
</TABLE>
<TABLE>
<CAPTION>
NAME OF ISSUER PERCENTAGE
OF SECURITIES IN OF
S&P 500 INDEX(1) INDEX SYMBOL
---------------- ---------- ------
<S> <C> <C>
Unilever 0.5554%
Chrysler 0.5221
Gillette Co. 0.4926
Citicorp 0.4873
Atlantic Richfield 0.4850
US West Inc. 0.4845
Sears Roebuck 0.4837
Eastman Kodak 0.4820
Boeing Co. Com. 0.4785
Nynex Corp. 0.4637
Texaco Inc. 0.4617
American Express 0.4467
Bankamerica Corp. 0.4397
Viacom Inc. 0.4329
Airtouch Comm. 0.4288
Schering Plough 0.4254
Emerson Electric Co. 0.4206
Time Warner Inc. 0.3989
Capital Cities ABC
Inc. 0.3944
Columbia Health Care
Corp 0.3936
Anheuser-Busch 0.3923
Southern Co. 0.3896
Kellogg Co. 0.3830
WMX Technologies 0.3791
Oracle Systems Corp. 0.3774
MCI Communications 0.3736
NationsBank Corp. 0.3733
Tele-Communications
Inc. 0.3720
Schlumberger Ltd. 0.3673
Sara Lee Corp. 0.3611
Pacific Telesis Group 0.3596
Caterpillar Inc. 0.3323
Campbell Soup 0.3279
Seagram Ltd. 0.3267
Xerox 0.3192
Archer-Daniels-Midland 0.3179
Pacific Gas & Electric 0.3144
Morgan J.P. 0.3141
Warner Lambert Co. 0.3131
</TABLE>
33
<PAGE>
EVEREN PORTFOLIO INVESTMENT CONCEPTS, SERIES 39
(E.P.I.C. INDEX TRUST SERIES 1)--CONTINUED
<TABLE>
<CAPTION>
NAME OF ISSUER PERCENTAGE
OF SECURITIES IN OF
S&P 500 INDEX(1) INDEX SYMBOL
---------------- ---------- ------
<S> <C> <C>
Penny J.C. Co., Inc. 0.3128%
Travelers Inc. 0.3114
Banc One Corp. 0.3103
Compaq Computer 0.3046
General Re. Corp. 0.2950
Sprint 0.2866
Allied Signal Inc. 0.2860
ITT Corp. 0.2858
Int'l. Paper 0.2853
Union Pacific 0.2815
Dun & Bradstreet 0.2776
Colgate Palmolive 0.2755
Heinz H J 0.2731
General Mills Com.
w/rights 0.2717
Cisco Systems 0.2709
Federal Home Loan 0.2691
Chemical Banking Corp. 0.2616
Toys R Us 0.2609
Phillips Petroleum 0.2571
Northern Telecom Ltd. 0.2527
May Department Stores 0.2508
Raytheon 0.2508
Monsanto Co. 0.2471
Norfolk Southern Corp. 0.2465
Automatic Data
Processing 0.2461
Kimberly Clark Corp. 0.2407
CPC Int'l. Inc. 0.2389
United Technologies
Corp. 0.2380
Baxter Int'l., Inc. 0.2376
Rockwell Int'l 0.2356
Duke Power Co. 0.2352
PPG Ind. 0.2342
United Healthcare
Corp. 0.2341
Conagra Inc. 0.2322
Amgen Inc. 0.2316
Weyerhaeuser 0.2313
Computer Assoc. Int'l. 0.2312
Enron Corp. 0.2309
American Barrick
Resource 0.2308
Aluminum Co. of
America 0.2308
American Brands 0.2261
AMP Inc. 0.2244
</TABLE>
<TABLE>
<CAPTION>
NAME OF ISSUER PERCENTAGE
OF SECURITIES IN OF
S&P 500 INDEX(1) INDEX SYMBOL
---------------- ---------- ------
<S> <C> <C>
Gannett Co. 0.2240%
Wells Fargo & Co. 0.2236
Tenneco, Inc. 0.2205
First Union Corp. 0.2204
Albertson's Inc. 0.2196
Norwest Corp. 0.2163
Texas Utilities
Company 0.2154
CSX Corporation 0.2148
Texas Instruments 0.2100
Chubb Corp. 0.2061
Merrill Lynch Co. 0.2055
Corning Inc. 0.2052
Unocal Corp. 0.1987
FPL Group 0.1970
US Healthcare, Inc. 0.1966
Medtronic Inc. 0.1950
SCE Corp. 0.1948
Pub. Serv. Enterprise
Gr. 0.1932
Limited Inc. 0.1931
Georgia-Pacific Corp. 0.1905
Novell Inc. 0.1897
Chase Manhattan 0.1880
Dominion Resources
Inc. 0.1855
Keycorp 0.1823
Consolidated Edison 0.1805
American Electric
Power 0.1798
Occidental Petroleum 0.1781
Marsh & McLennan Cos.
Inc. 0.1778
KMART 0.1768
American General 0.1743
Wrigley Wm. Jr. Co. 0.1731
Dean Witter Disc Corp. 0.1729
Alcan Aluminum 0.1708
Alltel Corp. 0.1689
Nike Inc. 0.1674
Suntrust Bks. Inc. 0.1674
UST Inc. 0.1673
Wachovia Corp. 0.1673
Deere & Co. 0.1672
Browning Ferris Ind. 0.1671
Lowe's Cos. Inc. 0.1657
Peco Energy Co. 0.1614
</TABLE>
34
<PAGE>
EVEREN PORTFOLIO INVESTMENT CONCEPTS, SERIES 39
(E.P.I.C. INDEX TRUST SERIES 1)--CONTINUED
<TABLE>
<CAPTION>
NAME OF ISSUER PERCENTAGE
OF SECURITIES IN OF
S&P 500 INDEX(1) INDEX SYMBOL
---------------- ---------- ------
<S> <C> <C>
Upjohn Corp. 0.1595%
Walgreen Co. 0.1595
McDonnell Douglas 0.1593
Aetna Life & Casualty 0.1586
Int'l. Flavors &
Fragrance 0.1556
Placer Dome Inc. 0.1555
Scott Paper Co. 0.1551
Unicom Corp. 0.1548
First Data Corp. 0.1528
Pacificorp 0.1525
First Interstate
Bancorp 0.1517
Pitney Bowes 0.1514
Goodyear Tire & Rubber 0.1509
Entergy Corp. 0.1503
Air Products &
Chemicals 0.1502
Dayton Hudson 0.1488
PNC Financial 0.1481
Nucor Corp. 0.1478
Illinois Tool Wks.
Inc. 0.1472
Rubbermaid Inc. 0.1411
Sysco Corp. 0.1408
USX-Marathon Group,
Inc. 0.1400
Digital Equipment 0.1399
Houston Industries
Inc. 0.1399
Apple Computer Inc. 0.1367
Donnelley RR & Sons 0.1365
Micron Tech. 0.1361
Textron Inc. 0.1342
First Chicago 0.1339
CIGNA Corp. 0.1338
Genuine Parts Co. 0.1338
Mattel Inc. 0.1334
Mellon Bank Corp. 0.1331
The Gap Inc. 0.1326
Burlington Resources 0.1325
Lockheed Corp. 0.1324
Fleet Financial Group 0.1321
Bankers Trust of NY 0.1320
Union Carbide Corp. 0.1318
Ralston-Ralston Purina
Co. 0.1314
NBD Bancorp. Inc. 0.1305
Phelps Dodge Corp. 0.1301
</TABLE>
<TABLE>
<CAPTION>
NAME OF ISSUER PERCENTAGE
OF SECURITIES IN OF
S&P 500 INDEX(1) INDEX SYMBOL
---------------- ---------- ------
<S> <C> <C>
TRW Inc. 0.1295%
Hercules 0.1294
Hershey Foods Corp. 0.1289
Westinghouse Electric 0.1288
Burlington Northern 0.1282
Amerada Hess Corp. 0.1279
Carolina Power & Light 0.1269
Central & Southwest
Corp. 0.1269
Avon Prods. Inc. 0.1257
Martin Marietta Corp. 0.1244
Morton Int'l Inc. 0.1239
Honeywell Inc. 0.1237
Eastman Chemical Co. 0.1221
Saloman Inc. 0.1209
DSC Communications 0.1207
Quaker Oats Co. 0.1207
Conrail Inc. 0.1204
Great Lakes Chemicals 0.1199
Cooper-Industries Inc. 0.1196
AMR Corp. 0.1195
The Times Mirror Co. 0.1188
National City Corp. 0.1161
Winn Dixie Stores 0.1152
Block H & R Inc. 0.1145
Detroit Edison 0.1135
American Stores 0.1130
Corestates Financial
Corp. 0.1130
Barnett Banks of
Florida 0.1130
St. Paul Cos. Inc. 0.1129
Whirlpool Corp. 0.1127
Comcast Corp. Cl. A 0.1122
Rohm & Haas Co. 0.1121
Halliburton Co. 0.1115
Eaton Corp. 0.1110
Household Int'l. 0.1093
Union Electric 0.1091
Fluor Corp. 0.1088
Grace (W.R.) 0.1083
Masco Corp. 0.1079
Tribune Co. 0.1075
First Fidelity Banc
Corp. 0.1070
Tyco Labs, Inc. 0.1066
</TABLE>
35
<PAGE>
EVEREN PORTFOLIO INVESTMENT CONCEPTS, SERIES 39
(E.P.I.C. INDEX TRUST SERIES 1)--CONTINUED
<TABLE>
<CAPTION>
NAME OF ISSUER PERCENTAGE
OF SECURITIES IN OF
S&P 500 INDEX(1) INDEX SYMBOL
---------------- ---------- ------
<S> <C> <C>
Nordstrom 0.1060%
Alco Standard 0.1056
Transamerica Corp. 0.1046
MENA Corp. 0.1032
Dresser Industries
Inc. 0.1032
McGraw-Hill Inc. 0.1031
Marriot International
Inc. 0.1025
Champion Int'l. 0.1023
Ingersoll-Rand Co. 0.1016
Federal Express 0.1014
Becton Dickinson & Co. 0.1009
CBS Inc. 0.1009
Crown Cork & Seal Inc. 0.1006
INCO Ltd. 0.1003
Newell 0.1001
Reebok Int'l Ltd. 0.0997
Melville Corp. 0.0996
Consolidated Natural
Gas 0.0995
Sun Microsystems Inc. 0.0995
Union Camp Corp. 0.0991
Lincoln National Corp. 0.0981
Santa Fe Southern
Pacific 0.0981
Baltimore Gas &
Electric 0.0962
Loral Corp. 0.0956
V F Corp. 0.0954
Safeco Corp. 0.0948
Hilton Hotel Corp. 0.0945
Promus Corp. 0.0934
Newmont Mining 0.0932
Sun Co. 0.0927
Pioneer Hi-Bred Intl 0.0919
Louisiana Pacific 0.0917
Tandy Corp. 0.0914
Dow Jones 0.0913
Providian Corp. 0.0909
Clorox Co. 0.0908
Dillard Department
Stores 0.0900
Reynolds Metals 0.0893
Grainger W.W. 0.0891
Mead Corp. 0.0886
Panhandle Eastern
Corp. 0.0886
Dover Corp. 0.0869
</TABLE>
<TABLE>
<CAPTION>
NAME OF ISSUER PERCENTAGE
OF SECURITIES IN OF
S&P 500 INDEX(1) INDEX SYMBOL
---------------- ---------- ------
<S> <C> <C>
Northern Sts. Power
Minn. 0.0864%
Premark Int'l 0.0859
Unum Corp. 0.0847
Kroger Co. 0.0846
Harcourt General 0.0840
Boatmens Bancshares 0.0837
Sherwin Williams 0.0836
Bank of Boston 0.0834
Praxair Inc. Com. 0.0834
Price/Costco 0.0831
Ohio Edison Co. 0.0830
Services Corp. Int'l 0.0798
USX-US Steel Corp. 0.0796
Coastal Corp. 0.0794
General Dynamics 0.0793
Computer Sciences
Corp. 0.0787
Torchmark Corp. 0.0782
Delta Airlines 0.0779
Knight-Ridder Inc. 0.0779
Westvaco Corp. 0.0770
Baker Hughes Inc. 0.0768
Jefferson-Pilot Corp. 0.0764
Temple Inland Inc. 0.0759
Hasbro Inc. 0.0759
Sonat Inc. 0.0746
Cypress Minerals 0.0733
Interpublic Group 0.0721
National Semiconductor 0.0711
Kerr-McGee 0.0709
Nalco Chemical 0.0705
Southwest Airlines 0.0705
Williams Cos. 0.0705
Advanced Micro Devices 0.0698
Homestake Mining Co. 0.0696
National Medical Ent. 0.0693
Dana Corp. 0.0688
New York Times Cl. A 0.0682
Mallinckrodt Group,
Inc. 0.0670
Deluxe Corp. 0.0669
US Bancorp 0.0666
Circuit City Stores 0.0655
Englehard Corp. 0.0655
</TABLE>
36
<PAGE>
EVEREN PORTFOLIO INVESTMENT CONCEPTS, SERIES 39
(E.P.I.C. INDEX TRUST SERIES 1)--CONTINUED
<TABLE>
<CAPTION>
NAME OF ISSUER PERCENTAGE
OF SECURITIES IN OF
S&P 500 INDEX(1) INDEX SYMBOL
---------------- ---------- ------
<S> <C> <C>
FMC Corp. 0.0648%
Northrop Corp. 0.0648
Golden West Financial 0.0642
Brown-Forman
Distillers Co. 0.0641
Pall Corp. 0.0640
Parker-Hannifin 0.0638
Roadway Services 0.0637
Ashland Oil 0.0629
Great Western
Financial 0.0628
Pennzoil Co. 0.0619
Johnson Controls 0.0618
Bausch & Lomb Inc. 0.0617
Pet 0.0609
American Greetings Cl.
A 0.0606
Beneficial Corp. 0.0601
Black & Decker 0.0599
Niagara Mohawk Power
Co. 0.0599
Avery Dennison Corp. 0.0597
Cooper Tire & Rubber 0.0596
Dial Corp. 0.0596
Rite Aid Corp. 0.0590
Woolworth 0.0589
Bethlehem Steel 0.0580
Western Atlas Inc. 0.0580
Tandem Computers Inc. 0.0576
Lotus Development 0.0575
Shawmut National Corp. 0.0574
Cummins Engine Inc. 0.0571
Ahmanson (H.F.) & Co. 0.0565
Pep Boys-Manny, Moe &
Jac. 0.0565
St. Jude Medical 0.0567
Moore Ltd. 0.0556
Autodesk 0.0556
Allergan 0.0555
Echlin Inc. 0.0547
Worthington Ind. 0.0547
Pacific Enterprises 0.0536
Whitman Corp. 0.0532
Brunswick Corp. 0.0529
Ryder Sys. Inc. 0.0524
Manor Care Inc. 0.0518
Super Valu Stores,
Inc. 0.0515
</TABLE>
<TABLE>
<CAPTION>
NAME OF ISSUER PERCENTAGE
OF SECURITIES IN OF
S&P 500 INDEX(1) INDEX SYMBOL
---------------- ---------- ------
<S> <C> <C>
Santa Fe Pacific Gold
Co. 0.0513%
Sigma Aldrich 0.0509
Stanley Works 0.0501
Inland Stl. Inds. Inc. 0.0492
Paccar Inc. 0.0490
James River Corp.
(Va.) 0.0483
Harris Corp. Del. 0.0477
Biomet Inc. 0.0471
Scientific Atlanta 0.0471
Maytag Co. 0.0463
Stone Container Corp. 0.0462
Varity Corp. 0.0457
Polaroid Corp. 0.0456
Raychem Corp. 0.0450
General Signal Corp. 0.0447
Wendy's Int'l. 0.0443
Mercantile Stores Inc. 0.0443
Unisys Corp. 0.0435
Armstrong World Ind.
Inc. 0.0432
Alza Corp. Cl. N 0.0429
Snap-on-Tools 0.0420
Bard C.R. Inc. 0.0416
Ecolab Inc. 0.0412
E Systems 0.0409
Owens Corning
Fiberglass 0.0404
Andrew Corp. 0.0403
Liz Claiborne, Inc. 0.0402
Cinergy Corp. 0.1025
Giant Food, Inc. 0.0396
Russell Corp. 0.0396
National Service Inds.
Inc. 0.0395
Harnishfeger Indus. 0.0394
King World Productions 0.0387
Amdahl Corp. 0.0386
McDermott Int'l. 0.0382
Ceridian Corp. 0.0377
Thomas & Betts Corp. 0.0376
Bemis 0.0370
Federal Paper Board 0.0366
Goodrich B.F. Co. 0.0365
Beverly Enterprises 0.0363
Columbia Gas System,
Inc. 0.0362
</TABLE>
37
<PAGE>
EVEREN PORTFOLIO INVESTMENT CONCEPTS, SERIES 39
(E.P.I.C. INDEX TRUST SERIES 1)--CONTINUED
<TABLE>
<CAPTION>
NAME OF ISSUER PERCENTAGE
OF SECURITIES IN OF
S&P 500 INDEX(1) INDEX SYMBOL
---------------- ---------- ------
<S> <C> <C>
Asarco Inc. 0.0360%
Louisiana Ld Expl Co. 0.0357
Nicor Inc. 0.0351
TJX Cos. Common 0.0351
The Timken Co. 0.0346
USF & G Corp. 0.0344
Echo Bay Mines 0.0343
Millipore Corp. 0.0339
Teledyne Inc. 0.0339
Tektronix Inc. 0.0336
Navistar Int'l. Corp. 0.0335
Pittston Services
Group 0.0334
Foster Wheeler Corp. 0.0334
Oryx Energy Co. 0.0333
Perkin Elmer 0.0323
Continental Corp. 0.0320
US Surgical Corp. 0.0320
Potlatch Corp. 0.0313
Clark Equipment Co. 0.0304
Boise Cascade Corp. 0.0300
Briggs & Stratton 0.0276
Ball Corp. 0.0265
Fleetwood Enterprises 0.0263
Fleming Cos. 0.0261
Enserch Corp. 0.0258
People's Energy Corp. 0.0256
Consolidated
Freightways 0.0251
Safety-Kleen Corp. 0.0248
Trinova Corp. 0.0247
US Life Corp. 0.0244
Ogden Corp. 0.0237
Jostens Inc. 0.0235
Alexander & Alexander 0.0233
Cincinnati Milicron 0.0232
Shared Medical Sys.
Corp. 0.0230
Alberto Culver 0.0229
Crane Co. 0.0226
Centex Corp. 0.0223
EG&G 0.0218
Springs Ind. 0.0208
</TABLE>
<TABLE>
<CAPTION>
NAME OF ISSUER PERCENTAGE
OF SECURITIES IN OF
S&P 500 INDEX(1) INDEX SYMBOL
---------------- ---------- ------
<S> <C> <C>
Great Atlantic &
Pacific 0.0203%
Santa Fe Resources 0.0202
Yellow Corp. 0.0201
Bruno's Inc. 0.0200
Meredith Corp. 0.0196
ARMCO Inc. 0.0195
Charming Shoppes Inc. 0.0195
Pulte Corp. 0.0193
Noram Energy Corp. 0.0188
Coors (Adolph) Cl. B. 0.0168
Transco Energy 0.0186
Eastern Enterprises 0.0184
Helmerich & Payne 0.0180
Brown Group 0.0179
Longs Drug Stores,
Inc. 0.0178
Harland, John 0.0168
Luby's Cafeteria Inc. 0.0157
Stride Rite 0.0156
Rowan Cos. Inc. 0.0155
Zenith Electronics 0.0147
Giddings & Lewis Inc. 0.0145
Shoney's Inc. 0.0143
First Mississippi 0.0140
Basset Furniture Inds. 0.0140
Community Psychiatric
Center 0.0139
NACCO Inds. Inc. Cl. A 0.0136
Maxus Energy 0.0128
Kaufman & Broad Home
Corp. 0.0126
Oneck Inc. 0.0126
Ryans Family Steak
House 0.0116
Handleman Co. 0.0112
Cray Research Inc. 0.0110
Outboard Marine Corp. 0.0110
Morrison Knudson 0.0107
Intergraph Corp. 0.0103
Data General Corp. 0.0098
Rollins Environmental
SE 0.0089
Bally Entertainment
Corp. 0.0086
</TABLE>
38
<PAGE>
EVEREN PORTFOLIO INVESTMENT CONCEPTS, SERIES 39
(E.P.I.C. INDEX TRUST SERIES 1)--CONTINUED
<TABLE>
<CAPTION>
NAME OF ISSUER PERCENTAGE
OF SECURITIES IN OF
S&P 500 INDEX(1) INDEX SYMBOL
---------------- ---------- ------
<S> <C> <C>
USAIR Group 0.0074%
SPX Corp. 0.0070
Oshkosh B'Gosh Cl. A 0.0059
Skyline Corp. 0.0054
</TABLE>
<TABLE>
<CAPTION>
NAME OF ISSUER PERCENTAGE
OF SECURITIES IN OF
S&P 500 INDEX(1) INDEX SYMBOL
---------------- ---------- ------
<S> <C> <C>
Zurn Ind. Inc. 0.0050%
Hartmarx Corp. 0.0049
M/A Com. Inc. 0.0041
National Education
Corp. 0.0023
-------- ---
Total 100.0000
======== ===
</TABLE>
NOTES TO PORTFOLIO
(1) All or a portion of the Securities may have been deposited in the Trust.
Any undelivered Securities are represented by "regular way" contracts for
the performance of which an irrevocable letter of credit has been deposited
with the Trustee. At the Initial Date of Deposit, the Sponsor has assigned
to the Trustee all of its rights, title and interest in and to such
undelivered Securities. Contracts to purchase Securities were entered into
on , 1995 and all have expected settlement dates of
, 1995 (see "The Trust Fund").
39
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Contents
SUMMARY.................................................................... 2
ESSENTIAL INFORMATION...................................................... 5
FEE TABLE.................................................................. 7
THE TRUST FUND............................................................. 7
THE TRUST PORTFOLIO........................................................ 9
RISK FACTORS............................................................... 13
FEDERAL TAX STATUS......................................................... 14
PUBLIC OFFERING OF UNITS................................................... 16
Public Offering Price..................................................... 16
Public Distribution of Units.............................................. 17
Sponsor Profits........................................................... 18
MARKET FOR UNITS........................................................... 19
REDEMPTION................................................................. 19
General................................................................... 19
Computation of Redemption Price........................................... 20
RETIREMENT PLANS........................................................... 21
UNITHOLDERS................................................................ 22
Ownership of Units........................................................ 22
Distributions to Unitholders.............................................. 22
Distribution Reinvestment................................................. 23
Statements to Unitholders................................................. 24
Rights of Unitholders..................................................... 25
INVESTMENT SUPERVISION..................................................... 25
ADMINISTRATION OF THE TRUST................................................ 26
The Trustee............................................................... 26
The Sponsor............................................................... 26
The Evaluator............................................................. 27
Amendment and Termination................................................. 27
Limitations on Liability.................................................. 28
EXPENSES OF THE TRUST...................................................... 29
LEGAL OPINIONS............................................................. 30
INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS.............................................................. 30
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS......................... 31
STATEMENT OF CONDITION..................................................... 32
PORTFOLIO.................................................................. 33
</TABLE>
--------------------------
This Prospectus does not contain all of the information with respect to the in-
vestment company set forth in its registration statement and exhibits relating
thereto which have been 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.
--------------------------
No person is authorized to give any information or to make any representations
with respect to this investment company not contained in this Prospectus, and
any information or representation not contained herein must not be relied upon
as having been authorized by the Trust, the Trustee, or the Sponsor. Such reg-
istration does not imply that the Trust or the Units have been guaranteed,
sponsored, recommended or approved by the United States or any state or any
agency or officer thereof.
--------------------------
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any state to any person to whom it is not lawful to
make such offer in such state or country.
EVEREN Unit Investment Trusts
77 West Wacker Drive, 29th Floor
Chicago, IL 60601-1994
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents.
<TABLE>
<C> <S>
The facing sheet
The Cross-Reference Sheet
The Prospectus
The Signatures
The following exhibits.
1.1 Form of Trust Indenture and Agreement (to be filed by amendment).
1.1.1 Standard Terms and Conditions of Trust (to be filed by amendment).
2.1. Form of Certificate of Ownership (pages three to nine, inclusive, of the
Standard Terms and Conditions of Trust included as Exhibit 1.1.1)
3.1. Opinion of counsel to the Sponsor as to legality of the securities being
registered including a consent to the use of its name under the headings
"Tax Status" and "Legal Opinions" in the Prospectus and opinion of
counsel as to Federal income tax status of the securities being
registered and certain Missouri tax matters (to be filed by amendment).
4.1. Consent of Grant Thornton LLP (to be filed by amendment).
</TABLE>
S-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
EVEREN PORTFOLIO INVESTMENT CONCEPTS, SERIES 39 HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO
DULY AUTHORIZED, IN THE CITY OF CHICAGO, AND STATE OF ILLINOIS, ON THE 29TH DAY
OF SEPTEMBER, 1995.
EVEREN Portfolio Investment
Concepts, Series 39
Registrant
By: EVEREN Unit Investment Trusts,
a service of EVEREN Securities, Inc.
Depositor
/s/ Robert K. Burke
By: _________________________________
Robert K. Burke
S-2
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW ON SEPTEMBER 29, 1995 BY THE FOLLOWING PERSONS,
WHO CONSTITUTE A MAJORITY OF THE BOARD OF DIRECTORS OF EVEREN SECURITIES, INC.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ James R. Boris Chairman and Chief Executive Officer
- -------------------------------------------
James R. Boris
/s/ Stephen G. McConahey President and Chief Operating Officer
- -------------------------------------------
Stephen G. McConahey
/s/ Frank V. Geremia Senior Executive Vice President and
- ------------------------------------------- Director
Frank V. Geremia
/s/ David M. Greene Senior Executive Vice President
- -------------------------------------------
David M. Greene
/s/ Thomas R. Reedy Senior Executive Vice President and
- ------------------------------------------- Director
Thomas R. Reedy
/s/ Janet L. Reali Executive Vice President, Corporate Counsel
- ------------------------------------------- and Secretary
Janet L. Reali
/s/ Daniel D. Williams Executive Vice President and Treasurer
- -------------------------------------------
Daniel D. Williams
</TABLE>
/s/ Robert K. Burke
_____________________________________
Robert K. Burke
ROBERT K. BURKE SIGNS THESE DOCUMENTS PURSUANT TO POWER OF ATTORNEY FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION WITH AMENDMENT NO. 1 TO THE
REGISTRATION STATEMENT ON FORM S-6 FOR KEMPER DEFINED FUNDS SERIES 28
(REGISTRATION NO. 33-56779).
S-3
