<PAGE>
EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (S & P 500)
EVEREN Unit Investment Trusts, Series 39 (Index Portfolio Series 1 (S & P 500))
(the "Trust" or "The S&P 500 Index Trust") was formed with the investment
objective of obtaining capital appreciation 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 NOVEMBER 7, 1995.
<PAGE>
SUMMARY
THE TRUST FUND. EVEREN Unit Investment Trusts, Series 39 (Index Portfolio
Series 1 (S&P 500)) (the "Trust Fund," "Trust" or "The S&P 500 Index 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 at least 100 shares of each 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 Sponsor will continue to deposit Securities (or contracts for
the purchase thereof) until at the end of such 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 "Initial Adjustment Period"). The
Sponsor estimates that the Initial Adjustment Period will last no longer than
30 days following the Initial Date of Deposit and could last as little as one
day. 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 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. Additionally, an investment in Units of the
Trust includes payment of sales charges, fees and expenses which are not
considered in the total return of the S&P 500 Index.
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" (as may be adjusted pursuant
to footnote 1 thereto). 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
- ----------
*"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>
remain unchanged. Units will remain outstanding until redeemed upon tender to
the Trustee by Unitholders, which may include the Sponsor, 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 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 may be assessed on all purchases
commencing January 1, 1997; (2) an annual Deferred Sales Charge which will be
assessed only during the first five years of the Trust's life; and (3) an Annual
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 Deferred Sales Charge remaining to be paid. The
total Deferred Sales Charge will be $0.375 per Unit which will be assessed
annually in the amount of $0.075 per Unit. The Deferred Sales Charge will be
assessed each December 31, commencing December 31, 1996 and continuing through
December 31, 2000. The Annual Sales Charge will be $0.025 per Unit per year and
will be assessed on a quarterly basis. The Annual Sales Charge represents a
service fee earned by selling dealers and others for maintenance of Unitholder
accounts, including providing Unitholder services such as responding to
Unitholder inquiries, providing account information and safekeeping of Units.
The Deferred Sales Charge and Annual Sales Charge payments will accrue daily and
it is the current intent of the Sponsor that such payments 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 $0.754 per
Unit. Unitholders disposing of their Units prior to such time as the entire
Deferred Sales Charge on such Units has been collected will be assessed the
amount of the 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 described under "Public Offering of
Units--Public Offering Price."
DISTRIBUTIONS OF INCOME AND CAPITAL. Distributions of dividends received by the
Trust will be distributed quarterly and any funds in the Capital Account will
be made annually. See "Unitholders--Distributions to Unitholders."
REINVESTMENT. Each Unitholder who purchases a minimum of either 2,500 Units or
$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 Deferred Sales Charge and the Annual 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.
3
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MARKET FOR UNITS. While under no obligation to do so, the Sponsor intends to,
and certain 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
(offer prices during the initial offering period). 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 underlying Securities. At termination, Unitholders will
receive a cash distribution within a reasonable time after the Trust is
terminated. See "Unitholders--Distributions to Unitholders" and "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 UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (S&P 500)
ESSENTIAL INFORMATION
AS OF NOVEMBER 6, 1995*
SPONSOR AND EVALUATOR: EVEREN UNIT INVESTMENT TRUSTS, A SERVICE OF EVEREN
SECURITIES, INC.
TRUSTEE: THE BANK OF NEW YORK
LICENSOR: STANDARD & POOR'S
<TABLE>
<S> <C>
Number of Units (1)................... 220,611
Fractional Undivided Interest Per
Unit(1).............................. 1/220,611
Public Offering Price:
Aggregate Value of Securities in
Portfolio (2)....................... $2,206,106
Aggregate Value of Securities per
Unit................................ $10.000
Plus Maximum Sales Charge per Unit
(3) ................................ $ 0.754
Less deferred sales charges per Unit
(3) ................................ $ 0.754
Public Offering Price Per Unit (4)... $10.000
Redemption Price Per Unit (5)......... $ 9.625
Sponsor's Initial Repurchase Price Per
Unit................................. $ 9.625
Excess of Public Offering Price Per
Unit over Redemption Price Per Unit
(5).................................. $ 0.375
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: (6)
Estimated Gross Annual Dividends per
Unit................................ $ 0.23000
Less: Estimated Annual Expense per
Unit................................ $ 0.03300
Less: deferred sales charge.......... $ 0.10000
Estimated Net Annual Dividends per
Unit................................ $ 0.09700
Minimum Value of the Trust under which 40% of aggregate value of Securities at
Trust Agreement may be Terminated.... deposit
Liquidation Period.................... January 1, 2011 through January 31, 2011
Mandatory Termination Date............ December 31, 2010
Evaluator's Annual Evaluation Fee..... Maximum of $0.0015 per Unit
Trustee's Annual Fee(7)............... $0.0086 per Unit
Estimated Annual Organizational
Expenses (8)......................... $0.0102 per Unit
FIRST day of January, April, July and
Record and Computation Dates (9)...... October
FIFTEENTH day of January, April, July
Distribution Dates (9)................ 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 the Trustee of Units tendered
for redemption.
* The business day prior to the Initial Date of Deposit
- ---------------------
(1) As of the close of business on the Initial Date of Deposit, the number of
Units of the Trust may be adjusted so that the aggregate value of
Securities per Unit will equal approximately $10. Therefore, to the extent
of any such adjustment the fractional undivided interest per Unit will
increase or decrease accordingly, from the amounts indicated above.
(2) Each Security listed on a national securities exchange or the NASDAQ
National Market System is valued at the last sales price, or if the
Security is not so listed, at the last offer price on the over-the-counter
market.
(3) The Maximum Sales Charge consists of three portions: (1) an Initial Sales
Charge which may be assessed on all purchases commencing January 1, 1997;
(2) an annual Deferred Sales Charge which will be assessed only during the
first five years of the Trust's life; and (3) an Annual 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 Deferred Sales Charge remaining to be paid. The total
Deferred Sales Charge will be $0.375 per Unit which will be assessed
annually in the amount of $0.075 per Unit. The Deferred Sales Charge will
be assessed each December 31, commencing December 31, 1996 and continuing
through December 31, 2000. The Annual Sales Charge will be $0.025 per Unit
per year and will be assessed on a quarterly basis. The Annual Sales
Charge represents a service fee earned by selling dealers and others for
maintenance of Unitholder accounts, including providing Unitholder
services such as responding to Unitholder inquiries, providing account
information and safekeeping of Units. The Deferred Sales Charge and Annual
Sales Charge payments will accrue daily and it is the current intent of
the Sponsor that such payments 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 $0.754 per Unit.
Unitholders disposing of their Units prior to such time as the entire
Deferred Sales Charge on such Units has been collected will be assessed
the amount of the Deferred Sales Charge payments remaining at the time of
such disposition.
5
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(4) 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.
(5) The Redemption Price Per Unit has been reduced by the unpaid portion of
the Deferred Sales Charge.
(6) The estimated annual dividends per Unit is based primarily on the most
recent dividend declarations as of November 3, 1995 for all of the stocks
in the S&P 500 Index. 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.
(7) In addition to the Trustee's fee, brokerage costs borne by the Trust in
connection with the purchase of additional Securities by the Trustee are
currently estimated at $0.007 per Unit.
(8) 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.
(9) 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
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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)
Initial Sales Charge (as a percentage of offering
price).................................................. 0.00% $0.000
Deferred Sales Charge (as a percentage of offering
price, payable over five years)......................... 3.75% 0.375
Annual Sales Charge (accumulated over the 15 year term
of the Trust as a percentage of offering price)......... 3.79% 0.379
------ -------
Maximum Total Sales Charge................................ 7.54%(1) $0.754
====== =======
ESTIMATED ANNUAL FUND OPERATING EXPENSES (AS OF THE
INITIAL DATE OF DEPOSIT)
(AS A PERCENTAGE OF NET ASSETS)
Trustee's Fee............................................ 0.086% $0.0086
Portfolio Evaluation Fees................................ 0.015% 0.0015
Organizational Expenses.................................. 0.102% 0.0102
Other Operating Expenses................................. 0.127% 0.0127
------ -------
Total.................................................. 0.330% $0.0330
====== =======
</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 0.330% on
the Trust (which is expected to decline to
0.224% during the third year of the Trust's
life), a 5% annual return and redemption at
the end of each time period................. $44 $54 $64 $90
</TABLE>
The example utilizes 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 may be assessed on all purchases commencing January 1, 1997;
(2) an annual Deferred Sales Charge which will be assessed only during the
first five years of the Trust's life; and (3) an Annual 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 Deferred Sales Charge remaining to be paid. The total
Deferred Sales Charge will be $0.375 per Unit which will be assessed
annually in the amount of $0.075 per Unit. The Deferred Sales Charge will
be assessed each December 31, commencing December 31, 1996 and continuing
through December 31, 2000. The Annual Sales Charge will be $0.025 per Unit
per year and it is the current intent of the Sponsor that such payments
will be assessed on a quarterly basis. The Annual Sales Charge represents
a service fee earned by selling dealers and others for maintenance of
Unitholder accounts, including providing Unitholder services such as
responding to Unitholder inquiries, providing account information and
safekeeping of Units. The Deferred Sales Charge and Annual 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 $0.754 per Unit.
Unitholders disposing of their Units prior to such time as the entire
Deferred Sales Charge on such Units has been collected will be assessed
the amount of the Deferred Sales Charge payments remaining at the time of
such disposition.
7
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THE TRUST FUND
EVEREN Unit Investment Trusts, Series 39 (Index Portfolio Series 1 (S&P 500)),
is a unit investment trust created under the laws of the State of New York
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 The Bank of New York (the "Trustee").*
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 at least 100 shares of each of the stocks
which comprise the S&P 500 Index. During the Initial Adjustment Period, 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 Adjustment 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.
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. Due to various factors discussed below, there, of course, can be no
assurance that this objective will be met. An investment in Units of the Trust
should be made with an understanding that the Trust includes payments of sales
charges, fees and expenses which are not considered in public statements of the
total return of the S&P 500 Index.
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.
- ----------
*Reference is made to the Trust Agreement and any statement contained herein is
qualified in its entirety by the provisions of the Trust Agreement.
8
<PAGE>
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 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 Adjustment 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
9
<PAGE>
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 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 and Standard & Poor's makes no representation,
express or implied, to the Trust or Unitholders 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 over 70% of U.S. stock market capitalization. The
index is often used as a benchmark of general market activity and is currently
one of the U.S. Commerce Department's leading economic indicators. As of
September 29, 1995, the S&P 500 Index was comprised of the following industry
sectors: Industrials (75.7%), Utilities (9.7%), Financials (12.9%) and
Transportation (1.7%). As of September 29, 1995, the companies in the S&P 500
Index were listed on the following stock exchanges in the amounts indicated:
New York Stock Exchange--455 companies (93%), NASDAQ--39 companies (6%) and
American Stock Exchange--6 companies (1%). Additionally, the S&P 500 Index
represents approximately 74% of the aggregate market value of common stocks
traded on the New York Stock Exchange. At present, the mean market
capitalization of the companies in the S&P 500 Index is approximately $5.6
billion. As of September 30, 1995, the S&P 500 Index had a total market value
of $4.309 trillion.
The following chart graphically depicts the Year-End Index Value for the S&P
500 Index for the period shown. The Year-End Index Values are computed as
described in the table which follows. Investors should note that the chart
represents past performance of the S&P 500 Index and not the past or future
performance of the Trust (which includes certain fees and expenses). Past
performance is, of course, no guarantee of future results.
<TABLE>
[CHART APPEARS HERE]
S&P
Year-End Index Value 500 INDEX
- -------------------- ----------
<S> <C>
12/31/75 90.19
12/31/80 135.76
12/31/85 211.28
12/31/90 330.22
11/3/95 590.57
</TABLE>
Source: Standard & Poor's.
10
<PAGE>
The following table shows the performance of the S&P 500 Index for 1960
through November 3, 1995. 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 November 3,
1995................... 590.57 1,016.53 28.59 N/A N/A
</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 over
70% 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 Adjustment Period, the
percentage of the Trust's assets invested in each stock will be 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
trademark 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 generally 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 from 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 (other than
real estate investment trusts) 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. The
Trust will provide each Unitholder with information annually concerning what
part of Trust distributions are eligible for the dividends received deduction.
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 or
another exception is met. In the event the Units are held by fewer than 500
persons, additional taxable income may 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).
15
<PAGE>
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.
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.
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. 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.
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, if any, 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 Initial Sales Charge which may be assessed on all purchases
commencing January 1, 1997; (2) an annual Deferred Sales Charge which will be
assessed only during the first five years of the Trust's life; and (3) an
Annual 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 Deferred Sales Charge remaining to be
paid. The total Deferred Sales Charge will be $0.375 per Unit which will be
assessed annually in the amount of $0.075 per Unit. The Deferred Sales Charge
will be assessed each December 31, commencing December 31, 1996 and continuing
through December 31, 2000. The Annual Sales Charge will be $0.025 per Unit per
year and will be assessed on a quarterly basis. The Annual Sales Charge
represents a service fee earned by selling dealers and others for maintenance
of Unitholder accounts, including providing Unitholder services such as
responding to Unitholder inquiries, providing account information and
safekeeping of Units. The Deferred Sales Charge and Annual Sales Charge
payments will accrue daily from the time a person becomes the owner of Units
and it is the current intent of the Sponsor that such payments 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 $0.754
per Unit. Unitholders disposing of their Units prior to such time as the entire
Deferred Sales Charge on such Units has been collected will be assessed the
amount of the 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 the sales charge described above plus a pro rata share of any
accumulated dividends. Such underlying value shall also include the
proportionate share of any undistributed cash held in the Capital Account of
the Trust.
16
<PAGE>
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 charges 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 sale prices for Securities listed on a national stock
exchange or the NASDAQ National Market System or, if not so listed, on the last
offer (or bid in the secondary market) 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.
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 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 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
17
<PAGE>
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 Deferred Sales Charge. The remainder of the
Deferred Sales Charge will be retained by the Sponsor. During the first year,
the Sponsor will retain the entire annual amount of the Annual Sales Charge.
Commencing January 1, 1997, and throughout the remaining period in which the
Annual Sales Charge is being collected, the selling broker of record for each
Unit will receive an additional amount equal to $0.02 paid from funds derived
from the Annual Sales Charge. The Sponsor will retain any remaining Annual
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 December 31, 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 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.
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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 Trustee at its corporate trust office in the city of New
York 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 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
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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 generally be determined on the
basis of the last sale price 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 on a national securities exchange
or the NASDAQ National Market System, the evaluation will generally be based on
the last sale price on the exchange or system (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 or system, 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.
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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.
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 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 the Trustee to act as custodian
must complete an EVEREN UIT/IRA application and forward it along with a check
made payable to The Bank of New York. Certificates for Individual Retirement
Accounts can not be issued.
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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 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 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 be required to make a distribution from the
Capital Account as described under "Essential Information" if 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
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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 purchase a minimum of either 2,500
Units or $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 Deferred Sales
Charge and the Annual 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 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 The Bank of New York. All inquiries concerning
participating in distribution reinvestment should be directed to The Bank of
New York at its corporate trust office.
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 the
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
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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;
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.
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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, and as may be needed from time
to time to avoid the imposition of any excise tax on the Trust as a regulated
investment company.
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 herein, 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 is The Bank of New York, a trust company organized
under the laws of New York. The Bank of New York has its offices at 101 Barclay
Street, New York, New York 10286. The Bank of New York is subject to
supervision and examination by the Superintendent of Banks of the State of New
York and the Board of Governors of the Federal Reserve System, and its deposits
are insured by the Federal Deposit Insurance Corporation to the extent
permitted by law.
The 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
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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. was formerly known
as 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 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.
26
<PAGE>
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.
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.
27
<PAGE>
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 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 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. 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.
28
<PAGE>
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 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." In addition the Unitholders should note that the Annual Sales
Charge represents a service fee earned by selling dealers and others for
maintenance of Unitholder accounts, including providing Unitholder services
such as responding to Unitholder inquiries, providing account information and
safekeeping of Units.
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. Emmet, Marvin &
Martin, 120 Broadway, New York, New York 10271, acts as counsel to the Trustee.
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.
------------
29
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
UNITHOLDERS
EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (S&P 500)
We have audited the accompanying statement of condition and the related
portfolio of EVEREN Unit Investment Trusts, Series 39 (Index Portfolio Series 1
(S&P 500)), as of November 7, 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 Unit Investment Trusts,
Series 39 (Index Portfolio Series 1 (S&P 500)) as of November 7, 1995, in
conformity with generally accepted accounting principles.
GRANT THORNTON LLP
Chicago, Illinois
November 7, 1995
30
<PAGE>
EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (S&P 500)
STATEMENT OF CONDITION
AT THE OPENING OF BUSINESS ON NOVEMBER 7, 1995, THE INITIAL DATE OF DEPOSIT
TRUST PROPERTY
<TABLE>
<S> <C>
Contracts to purchase Securities (1) (2)............................ $2,206,106
Organizational costs (3)............................................ 75,000
----------
Total........................................................... $2,281,106
==========
NUMBER OF UNITS..................................................... 220,611
==========
</TABLE>
LIABILITY AND INTEREST OF UNITHOLDERS
<TABLE>
<S> <C>
Liability--
Accrued organizational costs (3)................................... $75,000
Interest of Unitholders--
Cost to investors (4).............................................. 2,372,447
Less: Gross underwriting commission (4)............................ 166,341
----------
Net interest to Unitholders (1) (2) (4)............................ 2,206,106
----------
Total............................................................ $2,281,106
==========
</TABLE>
- ----------
NOTES:
(1) Aggregate cost of the Securities is based on the last sale price
evaluations as determined by the Trustee.
(2) An irrevocable letter of credit issued by The Bank of New York has been
deposited with the Trustee covering the funds (aggregating $2,206,106)
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 $100,000,000. To the
extent the Trust is larger or smaller, the estimate will vary.
(4) The aggregate cost to investors includes the applicable sales charge
assuming no reduction of sales charges for quantity purchases.
31
<PAGE>
EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (THE S&P 500 INDEX TRUST)
PORTFOLIO AS OF NOVEMBER 6, 1995
<TABLE>
<CAPTION>
THEORETICAL
PERCENTAGE (%)
PORTFOLIO OF TOTAL
NO. SYMBOL COMPANY NAME (1) SHARES COST ($) (1) MARKET VALUE (2)
--------- ------ ---------------- ------ ------------ ----------------
<C> <C> <S> <C> <C> <C>
1 GE General Electric Company 100 6,288 2.428
2 T AT&T Corporation 100 6,388 2.310
3 XON Exxon Corporation 100 7,525 2.160
4 KO Coca-Cola Company 100 7,038 2.049
5 MO Philip Morris Companies
Incorporated 100 8,725 1.681
6 MRK Merck & Company 100 5,638 1.607
7 RD Royal Dutch Petroleum-
New York Registry 100 12,263 1.502
8 INTC INTEL Corporation 100 7,088 1.364
9 MSFT Microsoft Corporation 100 9,750 1.331
10 IBM International Business
Machines Corporation 100 10,050 1.319
11 PG Procter & Gamble Company 100 8,200 1.307
12 WMT Wal-Mart Stores 100 2,325 1.227
13 JNJ Johnson & Johnson 100 8,025 1.183
14 HWP Hewlett-Packard Company 100 9,125 1.097
15 PEP Pepsico Incorporated 100 5,225 0.958
16 AIG American International
Group 100 8,638 0.936
17 MOB Mobil Corporation 100 10,275 0.933
18 MOT Motorola Incorporated 100 6,663 0.921
19 GTE GTE Corporation 100 4,138 0.917
20 BMY Bristol Myers Squibb 100 7,613 0.889
21 BLS BellSouth Corporation 100 7,688 0.881
22 PFE Pfizer Incorporated 100 5,825 0.839
23 DD E I DuPont de Nemours 100 6,225 0.791
24 SBC SBC Communications In-
corporated 100 5,588 0.783
25 GM General Motors Corpora-
tion 100 4,488 0.749
26 AN Amoco Corporation 100 6,588 0.739
27 CHV Chevron Corporation 100 4,838 0.715
28 ABT Abbott Laboratories 100 3,950 0.714
29 F Ford Motor Company 100 2,875 0.702
30 DIS Walt Disney Company 100 5,800 0.693
31 FNM Federal National Mort-
gage Association 100 10,863 0.685
32 AIT Ameritech Corporation 100 5,250 0.681
33 MCD McDonalds Corporation 100 4,125 0.647
34 BEL Bell Atlantic Corpora-
tion 100 6,363 0.636
35 AHP American Home Products
Corporation 100 8,788 0.620
36 CCI Citicorp 100 6,788 0.614
37 LLY Eli Lilly & Company 100 9,525 0.601
38 MMM Minnesota Mining & Manu-
facturing Company 100 5,913 0.571
39 BA Boeing Company 100 6,975 0.543
</TABLE>
32
<PAGE>
EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (THE S&P 500 INDEX TRUST)--CONTINUED
<TABLE>
<CAPTION>
THEORETICAL
PERCENTAGE (%)
PORTFOLIO OF TOTAL
NO. SYMBOL COMPANY NAME (1) SHARES COST ($) (1) MARKET VALUE (2)
--------- ------ ---------------- ------ ------------ ----------------
<C> <C> <S> <C> <C> <C>
40 CSCO Cisco Systems Incorpo-
rated 100 8,375 0.522
41 COL Columbia/HCA Healthcare-
VTG 100 5,088 0.519
42 BAC BankAmerica Corporation 100 5,850 0.506
43 EK Eastman Kodak Company 100 6,500 0.505
44 G Gillette Company 100 4,913 0.493
45 NYN Nynex Corporation 100 4,875 0.480
46 UN Unilever N V-NY Shares 100 13,000 0.477
47 AXP American Express 100 4,125 0.464
48 SGP Schering-Plough 100 5,463 0.459
49 ORCL Oracle Corporation 100 4,525 0.458
50 C Chrysler Corporation 100 5,038 0.443
51 HD Home Depot Incorporated 100 4,063 0.441
52 CCB Capital Cities/ABC In-
corporated 100 11,913 0.419
53 NB NationsBank Corporation 100 6,750 0.419
54 DOW Dow Chemical 100 6,675 0.409
55 PNU Pharmacia & Upjohn
Incorplorated 100 3,425 0.409
56 VIA.B Viacom Incorporated-
Class B 100 4,863 0.408
57 MCIC MCI Communications 100 2,600 0.403
58 TX Texaco Incorporated 100 6,763 0.399
59 ALL Allstate Corporation 100 3,863 0.398
60 ARC Atlantic Richfield Com-
pany 100 10,675 0.391
61 TRV Travelers Group Incorpo-
rated 100 5,463 0.391
62 EMR Emerson Electric Company 100 7,300 0.380
63 K Kellogg Company 100 7,300 0.371
64 BUD Anheuser-Busch Companies
Incorporated 100 6,388 0.368
65 SO Southern Company 100 2,313 0.357
66 ATI Airtouch Communications
Incorporated 100 3,113 0.351
67 SLB Schlumberger Limited 100 6,188 0.343
68 CHL Chemical Banking Corpo-
ration 100 5,838 0.342
69 CPQ Compaq Computer Corpora-
tion 100 5,463 0.341
70 FDC First Data Corporation 100 6,900 0.339
71 JPM JP Morgan & Company 100 7,825 0.336
72 ITT ITT Corporation 100 12,475 0.328
73 SLE Sara Lee Corporation 100 2,950 0.325
74 XRX Xerox Corporation 100 13,213 0.324
75 TWX Time Warner Incorporated 100 3,650 0.323
76 MU Micron Technology Incor-
porated 100 6,425 0.321
77 S Sears Roebuck & Company 100 3,688 0.320
78 USW U S West Incorporated 100 2,950 0.317
79 ONE Banc One Corporation 100 3,550 0.314
80 WMX WMX Technologies Incor-
porated 100 2,813 0.314
</TABLE>
33
<PAGE>
EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (THE S&P 500 INDEX TRUST)--CONTINUED
<TABLE>
<CAPTION>
THEORETICAL
PERCENTAGE (%)
PORTFOLIO OF TOTAL
NO. SYMBOL COMPANY NAME (1) SHARES COST ($) (1) MARKET VALUE 2)
--------- ------ ---------------- ------ ------------ ---------------
<C> <C> <S> <C> <C> <C>
81 MDT Medtronic Incorporated 100 5,875 0.313
82 VO Seagram Company Limited 100 3,663 0.312
83 LMT Lockheed Martin Corpora-
tion 100 6,788 0.311
84 UNP Union Pacific Corpora-
tion 100 6,600 0.308
85 FON Sprint Corporation 100 3,838 0.304
86 FRE Federal Home Loan Mort-
gage Company 100 7,075 0.299
87 CA Computer Associates In-
ternational Incorpo-
rated 100 5,338 0.298
88 PAC Pacific Telesis Group 100 3,063 0.297
89 CPB Campbell Soup Company 100 5,138 0.294
90 AMGN Amgen Incorporated 100 4,775 0.291
91 PCG Pacific Gas & Electric 100 2,950 0.287
92 GRN General Re Corporation 100 15,100 0.285
93 ALD AlliedSignal Incorpo-
rated 100 4,250 0.282
94 TXN Texas Instruments Incor-
porated 100 6,250 0.281
95 MTC Monsanto Company 100 10,563 0.277
96 KMB Kimberly-Clark Corpora-
tion 100 7,450 0.271
97 WLA Warner-Lambert Company 100 8,750 0.271
98 BNI Burlington Northern
Santa Fe Corporation 100 8,275 0.267
99 HNZ H J Heinz Company 100 4,638 0.261
100 CAT Caterpillar Incorporated 100 5,700 0.255
101 TCOMA Tele-Communication Serv-
ice-a TCI Group 100 1,713 0.255
102 UTX United Technologies Cor-
poration 100 8,875 0.252
103 RTN Raytheon Company 100 4,288 0.243
104 BAX Baxter International In-
corporated 100 3,775 0.239
105 CMB Chase Manhattan Corpora-
tion 100 5,888 0.239
106 DNB Dun & Bradstreet Corpo-
ration 100 6,200 0.239
107 MER Merrill Lynch & Company 100 5,863 0.237
108 CL Colgate-Palmolive Com-
pany 100 6,963 0.234
109 WFC Wells Fargo & Company 100 21,063 0.234
110 AUD Automatic Data Process-
ing 100 7,150 0.232
111 UNH United Healthcare Corpo-
ration 100 5,763 0.231
112 NSC Norfolk Southern Corpo-
ration 100 7,600 0.230
113 MA May Department Stores
Company 100 4,175 0.229
114 NOB Norwest Corporation 100 3,200 0.229
115 JCP J C Penney Company 100 4,488 0.228
116 ROK Rockwell International
Corporation 100 4,575 0.226
117 AMAT Applied Material 100 5,400 0.223
118 I First Interstate Bancorp 100 12,688 0.222
119 CPC CPC International Incor-
porated 100 6,675 0.220
120 CAG Conagra Incorporated 100 3,850 0.219
121 MD McDonnell Douglas Corpo-
ration 100 8,613 0.219
</TABLE>
34
<PAGE>
EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (THE S&P 500 INDEX TRUST)--CONTINUED
<TABLE>
<CAPTION>
THEORETICAL
PERCENTAGE (%)
PORTFOLIO OF TOTAL
NO. SYMBOL COMPANY NAME (1) SHARES COST ($) (1) MARKET VALUE (2)
--------- ------ ---------------- ------ ------------ ----------------
<C> <C> <S> <C> <C> <C>
122 IP International Paper Com-
pany 100 3,600 0.216
123 NT Northern Telecom Limited 100 3,713 0.214
124 AA Aluminum Company of
America 100 5,200 0.212
125 DUK Duke Power Company 100 4,463 0.211
126 CSX CSX Corporation 100 8,588 0.208
127 WY Weyerhaeuser Company 100 4,413 0.207
128 ENE Enron Corporation 100 3,538 0.204
129 GIS General Mills Incorpo-
rated 100 5,600 0.202
130 PPG PPG Industries Incorpo-
rated 100 4,325 0.202
131 ADM Archer-Daniels-Midland
Company 100 1,625 0.201
132 FTU First Union Corporation
(North Carolina) 100 5,138 0.200
133 AMP AMP Incorporated 100 3,875 0.199
134 DWD Dean Witter Discover &
Company 100 5,100 0.199
135 UMG U S West Incorporated 100 1,850 0.199
136 LTR Loews Corporation 100 14,688 0.198
137 ABX Barrick Gold Corporation 100 2,475 0.195
138 NKE Nike Incorporated-Class
B 100 6,000 0.193
139 DEC Digital Equipment 100 5,725 0.192
140 P Phillips Petroleum Com-
pany 100 3,200 0.192
141 TXU Texas Utilities Company 100 3,725 0.192
142 ABS Albertsons Incorporated 100 3,250 0.191
143 BK Bank of New York Company
Incorporated 100 4,263 0.191
144 AET AETNA Life & Casualty
Company 100 7,550 0.190
145 SPP Scott Paper Company 100 5,438 0.187
146 TEN Tenneco Incorporated 100 4,450 0.185
147 SUNW Sun Microsystems Incor-
porated 100 8,313 0.184
148 CB Chubb Corporation 100 9,288 0.183
149 DE Deere & Company 100 9,275 0.183
150 FPL FPL Group Incorporated 100 4,188 0.179
151 KEY KeyCorp 100 3,450 0.179
152 AMB American Brands
Incorporated/Delaware 100 4,100 0.178
153 GCI Gannett Company 100 5,600 0.178
154 CI CIGNA Corporation 100 10,613 0.177
155 WB Wachovia Corporation 100 4,538 0.176
156 MEL Mellon Bank Corporation 100 5,225 0.174
157 GP Georgia-Pacific Corpora-
tion 100 8,200 0.173
158 SCE SCECorp 100 1,663 0.172
159 STI SunTrust Banks Incorpo-
rated 100 6,600 0.172
160 AL Alcan Aluminum Limited 100 3,263 0.168
161 UCM Unicom Corporation 100 3,288 0.164
</TABLE>
35
<PAGE>
EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (THE S&P 500 INDEX TRUST)--CONTINUED
<TABLE>
<CAPTION>
THEORETICAL
PERCENTAGE (%)
PORTFOLIO OF TOTAL
NO. SYMBOL COMPANY NAME (1) SHARES COST ($) (1) MARKET VALUE (2)
--------- ------ ---------------- ------ ------------ ----------------
<C> <C> <S> <C> <C> <C>
162 AEP American Electric Power 100 3,813 0.163
163 ED Consolidated Edison of
New York 100 2,988 0.163
164 WAG Walgreen Company 100 2,900 0.163
165 PEG Public Service Enter-
prises 100 2,913 0.162
166 D Dominion Resources In-
corporated 100 3,975 0.160
167 FBS First Bank System Incor-
porated 100 4,988 0.158
168 MS Morgan Stanley Group In-
corporated 100 8,913 0.157
169 ITW Illinois Tool Works 100 5,913 0.156
170 LTD Limited Incorporated 100 1,875 0.154
171 OXY Occidental Petroleum
Corporation 100 2,125 0.154
172 PBI Pitney Bowes Incorpo-
rated 100 4,500 0.154
173 AGC American General Corpo-
ration 100 3,263 0.151
174 ETR Entergy Corporation 100 2,850 0.150
175 PE Peco Energy Company 100 2,925 0.150
176 UCL Unocal Corporation 100 2,638 0.148
177 RAL Ralston Purina Group 100 6,163 0.147
178 PNC PNC Bank Corporation 100 2,738 0.145
179 TOY Toys R US Incorporated 100 2,413 0.145
180 BSX Boston Scientific Corpo-
ration 100 4,075 0.144
181 MAT Mattel Incorporated 100 2,875 0.144
182 CU CUC International Incor-
porated 100 3,713 0.143
183 USHC U S HealthCare Incorpo-
rated 100 4,138 0.143
184 APD Air Products & Chemicals
Incorporated 100 5,463 0.141
185 BFI Browning-Ferris Indus-
tries 100 2,975 0.141
186 HOU Houston Industries In-
corporated 100 4,663 0.141
187 FNB First Chicago Corpora-
tion 100 6,825 0.140
188 NOVL Novell Incorporated 100 1,663 0.140
189 CS Cabletron Systems 100 8,513 0.139
190 HPC Hercules Incorporated 100 5,350 0.139
191 MMC Marsh & McLennan Compa-
nies 100 8,413 0.139
192 UST UST Incorporated 100 3,088 0.139
193 GPS GAP Incorporated 100 4,313 0.138
194 GLW Corning Incorporated 100 2,688 0.137
195 TXT Textron Incorporated 100 6,938 0.136
196 GT Goodyear Tire & Rubber
Company 100 3,888 0.134
197 NBD NBD Bancorp Incorporated 100 3,788 0.134
198 AT Alltel Corporation 100 3,050 0.131
199 HI Household International
Incorporated 100 5,813 0.131
200 SGI Silicon Graphics Incor-
porated 100 3,563 0.131
201 DNY R R Donnelley & Sons
Company 100 3,675 0.130
202 KRB MBNA Corporation 100 3,750 0.129
</TABLE>
36
<PAGE>
EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (THE S&P 500 INDEX TRUST)--CONTINUED
<TABLE>
<CAPTION>
THEORETICAL
PERCENTAGE (%)
PORTFOLIO OF TOTAL
NO. SYMBOL COMPANY NAME (1) SHARES COST ($) (1) MARKET VALUE (2)
--------- ------ ---------------- ------ ------------ ----------------
<C> <C> <S> <C> <C> <C>
203 SYY SYSCO Corporation 100 3,000 0.128
204 WWY William Wrigley, Jr.
Company 100 4,850 0.128
205 FLT Fleet Financial Group
Incorporated 100 3,888 0.126
206 MRO USX-Marathon Group 100 1,825 0.126
207 PDG Placer Dome Incorporated 100 2,350 0.126
208 WX Westinghouse Electric
Corporation 100 1,463 0.125
209 FFB First Fidelity Bancorpo-
ration 100 6,800 0.124
210 IFF International Flavors &
Fragrances 100 4,863 0.124
211 PPW Pacificorp 100 1,900 0.124
212 AMR AMR Corporation/Delaware 100 7,200 0.123
213 BBI Barnett Banks Incorpo-
rated 100 5,563 0.123
214 CRR Conrail Incorporated 100 6,850 0.123
215 GRA W R Grace & Company 100 5,563 0.123
216 HON Honeywell Incorporated 100 4,163 0.123
217 CBS CBS Incorporated 100 8,113 0.120
218 DH Dayton Hudson Corpora-
tion 100 7,325 0.120
219 LOR Loral Corporation 100 3,075 0.120
220 UK Union Carbide Corpora-
tion 100 3,713 0.120
221 CSR Central & South West
Corporation 100 2,613 0.119
222 CPL Carolina Power & Light 100 3,313 0.118
223 BT Bankers Trust New York
Corporation 100 6,525 0.117
224 ASN Alco Standard Corpora-
tion 100 9,038 0.115
225 CFL Corestates Financial
Corporation 100 3,588 0.115
226 CHA Champion International
Corporation 100 5,050 0.115
227 DTE Detroit Edison Company 100 3,350 0.114
228 EMN Eastman Chemical Company 100 6,100 0.114
229 AVP Avon Products 100 7,150 0.112
230 BKB Bank of Boston Corpora-
tion 100 4,388 0.112
231 WIN Winn-Dixie Stores Incor-
porated 100 6,550 0.112
232 GPC Genuine Parts Company 100 3,963 0.111
233 LOW Lowes Companies 100 3,038 0.111
234 BOAT Boatmens Bancshares In-
corporated 100 3,813 0.110
235 FDX Federal Express Corpora-
tion 100 8,525 0.109
236 LNC Lincoln National Corpo-
ration 100 4,588 0.109
237 MAR Marriott International
Incorporated 100 3,738 0.109
238 TA Transamerica Corporation 100 6,975 0.109
239 FCX.B Freeport McMoRan Copper
& Gold Company -Class B 100 2,325 0.108
240 MII Morton International In-
corporated 100 3,200 0.108
241 TYC Tyco International In-
corporated 100 6,188 0.108
242 BR Burlington Resources In-
corporated 100 3,663 0.107
243 HAL Halliburton Company 100 4,100 0.106
</TABLE>
37
<PAGE>
EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (THE S&P 500 INDEX TRUST)--CONTINUED
<TABLE>
<CAPTION>
THEORETICAL
PERCENTAGE (%)
PORTFOLIO OF TOTAL
NO. SYMBOL COMPANY NAME (1) SHARES COST ($) (1) MARKET VALUE (2)
--------- ------ ---------------- ------ ------------ ----------------
<C> <C> <S> <C> <C> <C>
244 HRB H & R Block Incorporated 100 4,425 0.106
245 NCC National City Corpora-
tion 100 3,113 0.106
246 FLR Fluor Corporation 100 5,538 0.105
247 HSY Hershey Foods Corpora-
tion 100 5,938 0.105
248 DIGI DSC Communications Cor-
poration 100 3,900 0.104
249 MAS MASCO Corporation 100 2,850 0.103
250 OAT Quaker Oats Company 100 3,388 0.103
251 PD Phelps Dodge Corporation 100 6,400 0.103
252 TRW TRW Incorporated 100 6,850 0.103
253 DOV Dover Corporation 100 3,913 0.102
254 AAPL Apple Computer Incorpo-
rated 100 3,813 0.101
255 CIN Cinergy Corporation 100 2,800 0.101
256 SNC Shawmut National Corpo-
ration 100 3,438 0.101
257 SPC Saint Paul Companies 100 5,250 0.101
258 AHC Amerada Hess Corporation 100 4,700 0.100
259 ASC American Stores Company 100 2,925 0.100
260 GLK Great Lakes Chemical
Corporation 100 6,688 0.099
261 BDX Becton Dickinson & Com-
pany 100 6,538 0.098
262 KM K Mart Corporation 100 900 0.098
263 PHYB Pioneer Hi-Bred Interna-
tional 100 5,288 0.097
264 SAFC Safeco Corporation 100 6,688 0.097
265 CMCSK ComCast Corporation-
Class A Spl 100 1,725 0.096
266 RBD Rubbermaid Incorporated 100 2,650 0.096
267 MHP McGraw-Hill Companies 100 8,400 0.095
268 TRB Tribune Company 100 6,338 0.094
269 ETN Eaton Corporation 100 5,125 0.092
270 KR Kroger Company 100 3,300 0.092
271 N INCO Limited 100 3,413 0.092
272 NUE Nucor Corporation 100 4,600 0.092
273 UEP Union Electric Company 100 3,950 0.092
274 BGE Baltimore Gas & Electric 100 2,675 0.091
275 PX Praxair Incorporated 100 2,875 0.091
276 SB Salomon Incorporated 100 3,675 0.091
277 WMB Williams Companies In-
corporated 100 3,913 0.091
278 DI Dresser Industries In-
corporated 100 2,200 0.090
279 IR Ingersoll-Rand Company 100 3,688 0.090
280 WHR Whirlpool Corporation 100 5,288 0.090
281 PEL Panhandle Eastern Corpo-
ration 100 2,588 0.089
282 SRV Service Corporation In-
ternational 100 3,913 0.089
283 UNM Unum Corporation 100 5,275 0.089
284 CLX Clorox Company/Delaware 100 7,300 0.088
</TABLE>
38
<PAGE>
EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (THE S&P 500 INDEX TRUST)--CONTINUED
<TABLE>
<CAPTION>
THEORETICAL
PERCENTAGE (%)
PORTFOLIO OF TOTAL
NO. SYMBOL COMPANY NAME (1) SHARES COST ($) (1) MARKET VALUE (2)
--------- ------ ---------------- ------ ------------ ----------------
<C> <C> <S> <C> <C> <C>
285 ROH Rohm & Haas Company 100 5,750 0.088
286 CSC Computer Sciences Corpo-
ration 100 6,900 0.087
287 NWL Newell Companies 100 2,388 0.086
288 PVN Providian Corporation 100 3,875 0.086
289 CNG Consolidated Natural Gas
Company 100 4,013 0.084
290 EC Engelhard Corporation 100 2,538 0.084
291 TLAB Tellabs Incorporated 100 4,225 0.084
292 CBE Cooper Industries Incor-
porated 100 3,350 0.083
293 GPU General Public Utilities 100 3,125 0.083
294 THC Tenet Healthcare Corpo-
ration 100 1,850 0.083
295 DAL Delta Air Lines Incorpo-
rated 100 7,013 0.081
296 OEC Ohio Edison Company 100 2,300 0.081
297 GD General Dynamics Corpo-
ration 100 5,663 0.080
298 DJ Dow Jones & Company In-
corporated 100 3,575 0.079
299 CGP Coastal Corporation 100 3,213 0.078
300 UCC Union Camp Corporation 100 4,863 0.078
301 WMTT Willamette Industries 100 6,100 0.077
302 GWF Great Western Financial 100 2,400 0.076
303 MES Melville Corporation 100 3,113 0.076
304 NEM Newmont Mining Corpora-
tion 100 3,975 0.076
305 PCCW Price/Costco Incorpo-
rated 100 1,663 0.076
306 RLM Reynolds Metals Company 100 5,275 0.076
307 RNB Republic New York Corpo-
ration 100 5,938 0.076
308 GWW W W Grainger Incorpo-
rated 100 6,438 0.075
309 DDS Dillard Department
Stores-Class A 100 2,925 0.074
310 HLT Hilton Hotels Corpora-
tion 100 6,750 0.074
311 NOBE Nordstrom Incorporated 100 4,025 0.074
312 NSP Northern States
Power/Manufacturing 100 4,713 0.074
313 CC Circuit City Stores In-
corporated 100 3,050 0.073
314 JP Jefferson-Pilot Corpora-
tion 100 6,688 0.073
315 SHW Sherwin-Williams Company 100 3,750 0.073
316 TMC Times Mirror Company-Se-
ries A 100 2,813 0.073
317 MEA Mead Corporation 100 5,875 0.072
318 NSM National Semiconductor
Corporation 100 2,475 0.072
319 PMI Premark International
Incorporated 100 5,013 0.072
320 CCK Crown Cork & Seal Com-
pany Incorporated 100 3,463 0.071
321 LUV Southwest Airlines 100 2,238 0.071
322 VFC VF Corporation 100 4,838 0.071
323 USBC U S Bancorporation 100 3,225 0.070
324 AHM H F Ahmanson & Company 100 2,550 0.069
325 BDK Black & Decker Corpora-
tion 100 3,538 0.069
</TABLE>
39
<PAGE>
EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (THE S&P 500 INDEX TRUST)--CONTINUED
<TABLE>
<CAPTION>
THEORETICAL
PERCENTAGE (%)
PORTFOLIO OF TOTAL
NO. SYMBOL COMPANY NAME (1) SHARES COST ($) (1) MARKET VALUE (2)
--------- ------ ---------------- ------ ------------ ----------------
<C> <C> <S> <C> <C> <C>
326 TMK Torchmark Corporation 100 4,175 0.069
327 GDW Golden West Financial
Corporation 100 5,025 0.068
328 IPG Interpublic Group of
Companies 100 3,825 0.067
329 H Harcourt General Incor-
porated 100 4,025 0.066
330 KRI Knight-Rider Incorpo-
rated 100 5,850 0.066
331 TAN Tandy Corporation 100 4,588 0.066
332 KMG Kerr-McGee Corporation 100 5,463 0.065
333 NOC Northrop Grumman Corpo-
ration 100 5,875 0.065
334 NYT.A New York Times Company-
Class A 100 2,963 0.065
335 W Westvaco Corporation 100 2,775 0.064
336 BHI Baker-Hughes Incorpo-
rated 100 1,938 0.062
337 DCN Dana Corporation 100 2,700 0.062
338 JR James River Corporation
of Virginia 100 3,213 0.062
339 PLL Pall Corporation 100 2,400 0.062
340 BF.B Brown-Forman-Class B 100 3,838 0.061
341 FMC FMC Corporation 100 7,288 0.061
342 HAS Hasbro Incorporated 100 3,038 0.061
343 MKG Mallinckrodt Group In-
corporated 100 3,488 0.061
344 RBK Reebok International
Limited 100 3,400 0.061
345 BNL Beneficial Corporation 100 4,913 0.060
346 LDW.B Laidlaw Incorporated-
Class B 100 913 0.060
347 LPX Louisiana-Pacific Corpo-
ration 100 2,413 0.060
348 PH Parker-Hannifin Corpora-
tion 100 3,538 0.060
349 HET Harrahs Entertainment
Incorporated 100 2,463 0.059
350 STJM St Jude Medical Incorpo-
rated 100 5,863 0.058
351 TIN Temple-Inland Incorpo-
rated 100 4,575 0.058
352 CYM Cyprus Amax Minerals
Company 100 2,688 0.057
353 JCI Johnson Controls Incor-
porated 100 6,163 0.057
354 SNT Sonat Incorporated 100 2,925 0.057
355 X USX-U S Steel Group 100 3,025 0.057
356 AVY Avery Dennison Corpora-
tion 100 4,625 0.055
357 RAD Rite Aid Corporation 100 2,825 0.055
358 WAI Western Atlas Incorpo-
rated 100 4,463 0.055
359 AMD Advanced Micro Devices 100 2,250 0.054
360 HRS Harris Corporation 100 6,000 0.054
361 SIAL Sigma-Aldrich 100 4,600 0.054
362 AGREA American Greetings-Class
A 100 3,063 0.053
363 DL Dial
Corporation/Delaware 100 2,450 0.052
364 ACK Armstrong World Indus-
tries Incorporated 100 6,100 0.051
365 DLX Deluxe Corporation 100 2,688 0.051
366 WH Whitman Corporation 100 2,138 0.051
</TABLE>
40
<PAGE>
EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (THE S&P 500 INDEX TRUST)--CONTINUED
<TABLE>
<CAPTION>
THEORETICAL
PERCENTAGE (%)
PORTFOLIO OF TOTAL
NO. SYMBOL COMPANY NAME (1) SHARES COST ($) (1) MARKET VALUE (2)
--------- ------ ---------------- ------ ------------ ----------------
<C> <C> <S> <C> <C> <C>
367 ECH Echlin Incorporated 100 3,638 0.050
368 HM Homestake Mining 100 1,613 0.050
369 LIZ Liz Claiborne Incorpo-
rated 100 2,963 0.050
370 OCF Owens Corning Fiberglas 100 4,300 0.050
371 PET Pacific Enterprises 100 2,525 0.050
372 SUN Sun Company Incorporated 100 2,875 0.050
373 SWK Stanley Works 100 4,850 0.049
374 FBO Federal Paper Board Com-
pany 100 5,213 0.048
375 MYG Maytag Corporation 100 1,988 0.048
376 SVU SuperValu Incorporated 100 3,100 0.048
377 WEN Wendy's International
Incorporated 100 2,063 0.048
378 BOL Bausch & Lomb Incorpo-
rated 100 3,613 0.047
379 MNR Manor Care Incorporated 100 3,275 0.047
380 RYC Raychem Corporation 100 4,713 0.047
381 CEN Ceridian Corporation 100 4,400 0.046
382 NLC Nalco Chemical Company 100 3,000 0.046
383 ASH Ashland Incorporated 100 3,088 0.045
384 BMET Biomet Incorporated 100 1,750 0.045
385 CG Columbia Gas System 100 3,913 0.045
386 CTB Cooper Tire & Rubber 100 2,350 0.045
387 PRD Polaroid Corporation 100 4,250 0.045
388 R Ryder System Incorpo-
rated 100 2,463 0.045
389 TEK Tektronix Incorporated 100 5,875 0.045
390 BC Brunswick Corporation 100 2,025 0.044
391 GFS.A Giant Food Incorporated-
Class A 100 3,288 0.044
392 MCL Moore Corporation Lim-
ited 100 1,875 0.044
393 Z Woolworth Corporation 100 1,425 0.044
394 ANDW Andrew Corporation 100 4,725 0.043
395 ECL Ecolab Incorporated 100 2,925 0.043
396 AGN Allergan Incorporated 100 2,900 0.042
397 DRI Darden Restaurants In-
corporated 100 1,175 0.042
398 FG USF&G Corporation 100 1,613 0.042
399 AZA Alza Corporation 100 2,125 0.041
400 ROAD Roadway Services Incor-
porated 100 5,050 0.041
401 BCC Boise Cascade Corpora-
tion 100 3,725 0.040
402 GR B F Goodrich Company 100 6,863 0.040
403 PZL Pennzoil Company 100 3,775 0.040
404 MST Mercantile Stores Com-
pany Incorporated 100 4,675 0.039
405 SNA Snap-On Incorporated 100 4,288 0.039
406 HPH Harnischfeger Industries
Incorporated 100 3,475 0.038
407 ACAD Autodesk Incorporated 100 3,175 0.037
</TABLE>
41
<PAGE>
EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (THE S&P 500 INDEX TRUST)--CONTINUED
<TABLE>
<CAPTION>
THEORETICAL
PERCENTAGE (%)
PORTFOLIO OF TOTAL
NO. SYMBOL COMPANY NAME (1) SHARES COST ($) (1) MARKET VALUE (2)
--------- ------ ---------------- ------ ------------ ----------------
<C> <C> <S> <C> <C> <C>
408 MIL Millipore Corporation 100 3,563 0.037
409 PCAR Paccar Incorporated 100 4,175 0.037
410 BCR C.R. Bard Incorporated 100 2,838 0.036
411 STO Stone Container Corpora-
tion 100 1,663 0.036
412 WTHG Worthington Industries 100 1,713 0.036
413 GSX General Signal Corpora-
tion 100 3,175 0.035
414 NMK Niagara Mohawk Power 100 1,025 0.035
415 VAT Varity Corporation 100 3,788 0.035
416 PBY Pep Boys-Manny Moe &
Jack 100 2,375 0.034
417 BS Bethlehem Steel Corpora-
tion 100 1,338 0.033
418 CUM Cummins Engine 100 3,600 0.033
419 NSI National Service Indus-
tries Incorporated 100 3,000 0.033
420 PKN Perkin-Elmer Corporation 100 3,550 0.033
421 GLD Santa Fe Pacific Gold
Corporation 100 1,075 0.032
422 AR Asarco Incorporated 100 3,225 0.031
423 BMS Bemis Company 100 2,588 0.031
424 FWC Foster Wheeler Corpora-
tion 100 3,838 0.031
425 GAS Nicor Incorporated 100 2,675 0.031
426 TDM Tandem Computers Incor-
porated 100 1,200 0.031
427 TDY Teledyne Incorporated 100 2,475 0.031
428 USS U S Surgical Corporation 100 2,425 0.031
429 TNB Thomas & Betts Corpora-
tion 100 6,775 0.030
430 FTL Fruit of the Loom Incor-
porated-Class A 100 1,775 0.029
431 KWP King World Productions
Incorporated 100 3,438 0.029
432 TKR Timken Company 100 3,938 0.029
433 BEV Beverly Enterprises 100 1,225 0.028
434 BGG Briggs & Stratton 100 4,138 0.028
435 LLX Louisiana Land & Explo-
ration 100 3,663 0.028
436 PCH Potlatch Corporation 100 4,175 0.028
437 ORX Oryx Energy Company 100 1,150 0.027
438 PZS Pittston Company-Serv-
ices Group 100 2,763 0.026
439 UIS Unisys Corporation 100 688 0.026
440 AMH Amdahl Corporation 100 938 0.025
441 CR Crane Company 100 3,638 0.025
442 IAD Inland Steel Industries
Incorporated 100 2,325 0.025
443 OG Ogden Corporation 100 2,275 0.025
444 CNF Consolidated Freightways
Incorporated 100 2,488 0.024
445 ECO Echo Bay Mines Limited 100 963 0.024
446 SFA Scientific-Atlanta In-
corporated 100 1,488 0.024
447 AAL Alexander & Alexander 100 2,238 0.023
448 EGG EG&G Incorporated 100 1,888 0.023
</TABLE>
42
<PAGE>
EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (THE S&P 500 INDEX TRUST)--CONTINUED
<TABLE>
<CAPTION>
THEORETICAL
PERCENTAGE (%)
PORTFOLIO OF TOTAL
NO. SYMBOL COMPANY NAME (1) SHARES COST ($) (1) MARKET VALUE (2)
--------- ------ ---------------- ------ ------------ ----------------
<C> <C> <S> <C> <C> <C>
449 ENS Enserch Corporation 100 1,488 0.023
450 FLE Fleetwood Enterprises 100 2,175 0.023
451 MDP Meredith Corporation 100 3,663 0.023
452 PGL Peoples Energy Corpora-
tion 100 2,913 0.023
453 TJX TJX Companies Incorpo-
rated 100 1,425 0.023
454 CTX Centex Corporation 100 3,363 0.022
455 NAE Noram Energy Corporation 100 763 0.022
456 RML Russell Corporation 100 2,513 0.022
457 USH USLife Corporation 100 2,850 0.022
458 SMED Shared Medical Systems
Corporation 100 3,875 0.021
459 U USAir Group 100 1,525 0.021
460 ACV Alberto-Culver Company-
Class B 100 3,125 0.020
461 FLM Fleming Companies Incor-
porated 100 2,275 0.020
462 JOS Jostens Incorporated 100 2,300 0.020
463 MDR McDermott International
Incorporated 100 1,563 0.020
464 PHM Pulte Corporation 100 3,213 0.020
465 SK Safety-Kleen Corporation 100 1,513 0.020
466 BLL Ball Corporation 100 2,825 0.019
467 CMZ Cincinnati Milacron In-
corporated 100 2,488 0.019
468 SFR Santa Fe Energy Re-
sources 100 913 0.019
469 SMI Springs Industries-Class
A 100 4,175 0.019
470 TNV Trinova Corporation 100 2,863 0.019
471 GAP Great Atlantic & Pacific
Tea Company 100 2,050 0.018
472 LDG Longs Drug Stores Incor-
porated 100 3,950 0.018
473 NAV Navistar International 100 1,088 0.018
474 ACCOB Adolph Coors-Class B 100 1,813 0.016
475 INGR Intergraph Corporation 100 1,513 0.016
476 JH John H. Harland Company 100 2,100 0.015
477 OKE Oneok Incorporated 100 2,425 0.015
478 AS Armco Incorporated 100 600 0.014
479 EFU Eastern Enterprises 100 3,075 0.014
480 HP Helmerich & Payne 100 2,550 0.014
481 BLY Bally Entertainment Cor-
poration 100 1,175 0.013
482 CYR Cray Research 100 2,350 0.013
483 RDC Rowan Companies Incorpo-
rated 100 700 0.013
484 CMY Community Psychiatric
Centers 100 1,188 0.012
485 GIDL Giddings & Lewis
Incorporated/WI 100 1,588 0.012
486 LUB Lubys Cafeterias Incor-
porated 100 2,175 0.012
487 NC Nacco Industries-Class A 100 5,788 0.012
488 SRR Stride Rite Corporation 100 1,100 0.012
489 DGN Data General Corporation 100 1,388 0.011
</TABLE>
43
<PAGE>
EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
INDEX PORTFOLIO SERIES 1 (THE S&P 500 INDEX TRUST)--CONTINUED
<TABLE>
<CAPTION>
THEORETICAL
PERCENTAGE (%)
PORTFOLIO OF TOTAL
NO. SYMBOL COMPANY NAME (1) SHARES COST ($) (1) MARKET VALUE (2)
--------- ------ ---------------- ------ ------------ ----------------
<C> <C> <S> <C> <C> <C>
490 SHN Shoney's Incorporated 100 1,138 0.011
491 KBH Kaufman & Broad Home 100 1,238 0.010
492 OM Outboard Marine Corpora-
tion 100 2,200 0.010
493 RYAN Ryan's Family Steak
Houses Incorporated 100 788 0.010
494 ZE Zenith Electronics Cor-
poration 100 863 0.009
495 CHRS Charming Shoppes 100 319 0.008
496 YELL Yellow Corporation 100 1,275 0.008
497 ZRN Zurn Industries Incorpo-
rated 100 2,538 0.007
498 BG Brown Group Incorporated 100 1,363 0.006
499 HDL Handleman Company 100 725 0.006
500 MRN Morrison Knudsen Corpo-
ration 100 650 0.005
----------
$2,206,106
==========
</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 November 6, 1995 and all have expected settlement dates of
November 9, 1995 (see "The Trust Fund"). The cost of the Securities to the
Sponsor and the cost of the Securities to the Trust are the same;
accordingly, the Sponsor's profit or (loss) on the deposit of Securities
is $0.00. Total cost of the Securities is $2,206,106.
(2) The percentage listed under this heading represents each Security's
proportionate relationship of all S&P 500 Index stocks based on market
value as of the date set forth above. Because the stocks included in the
S&P 500 Index and the value of such stocks may change from time to time,
and because the Trust may not be able to duplicate the S&P 500 Index
exactly, the percentages set forth above do not represent the actual
weighting of each Security in the Trust portfolio on the Initial Date of
Deposit or on any subsequent date. See "The Trust Portfolio."
----------------
The Sponsor may have participated as issuer, sole underwriter, managing
underwriter or member of an underwriting syndicate in a public offering of one
or more of the stocks in the S&P 500 Index. The Sponsor may serve as a
specialist in the stocks in the S&P 500 Index on one or more stock exchanges
and may have a long or short position in any of these stocks or in options on
any of these stocks, and may be on the opposite side of public orders executed
on the floor of an exchange where such stocks are listed. An officer, director
or employee of the Sponsor may be an officer or director of one or more of the
issuers of the stocks in the S&P 500 Index. The Sponsor may trade for its own
account as an odd-lot dealer, market maker, block positioner and/or
arbitrageur in any stocks or options relating thereto. The Sponsor, its
affiliates, directors, elected officers and employee benefit programs may have
either a long or short position in any stock or option of the issuers.
44
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Contents
SUMMARY.................................................................... 2
ESSENTIAL INFORMATION...................................................... 5
FEE TABLE.................................................................. 7
THE TRUST FUND............................................................. 8
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........................................................... 18
REDEMPTION................................................................. 19
General................................................................... 19
Computation of Redemption Price........................................... 20
RETIREMENT PLANS........................................................... 20
UNITHOLDERS................................................................ 22
Ownership of Units........................................................ 22
Distributions to Unitholders.............................................. 22
Distribution Reinvestment................................................. 23
Statements to Unitholders................................................. 23
Rights of Unitholders..................................................... 24
INVESTMENT SUPERVISION..................................................... 24
ADMINISTRATION OF THE TRUST................................................ 25
The Trustee............................................................... 25
The Sponsor............................................................... 26
The Evaluator............................................................. 26
Amendment and Termination................................................. 27
Limitations on Liability.................................................. 28
EXPENSES OF THE TRUST...................................................... 28
LEGAL OPINIONS............................................................. 29
INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS.............................................................. 29
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS......................... 30
STATEMENT OF CONDITION..................................................... 31
PORTFOLIO.................................................................. 32
</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
