Registration No. 33-64291
1940 Act No. 811-05903
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to Form S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES
OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
A. Exact name of trust:
The First Trust Special Situations Trust, Series 130
B. Name of depositor:
NIKE SECURITIES L.P.
C. Complete address of depositor's principal executive offices:
1001 Warrenville Road
Lisle, Illinois 60532
D. Name and complete address of agents for service:
Copy to:
JAMES A. BOWEN ERIC F. FESS
c/o Nike Securities L.P. c/o Chapman and Cutler
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603
E. Title and Amount of Securities Being Registered:
An indefinite number of Units pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as
amended
F. Proposed Maximum Aggregate Offering Price to the Public of
the Securities Being Registered: Indefinite
G. Amount of Filing Fee (as required by Rule 24f-2): $500.00*
H. Approximate date of proposed sale to public:
As soon as practicable after the effective date of the
Registration Statement.
|XXX|Check box if it is proposed that this filing will become
effective on December 5, 1995 at 2:00 p.m. pursuant to Rule
487.
________________________________
*Previously paid
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 130
Cross-Reference Sheet
(Form N-8B-2 Items required by Instructions as
to the Prospectus in Form S-6)
Form N-8B-2 Item Number Form S-6 Heading in Prospectus
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust Prospectus front cover
(b) Title of securities issued Summary of Essential
Information
2. Name and address of each depositor Information as to
Sponsor, Trustee and
Evaluator
3. Name and address of trustee Information as to
Sponsor, Trustee and
Evaluator
4. Name and address of principal Information as to
underwriters Sponsor, Trustee and
Evaluator
5. State of organization of trust The First Trust
Special Situations
Trust
6. Execution and termination of Other Information
trust agreement
7. Changes of name *
8. Fiscal year *
9. Litigation *
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. (a) Registered or bearer Public Offering
securities
(b) Cumulative or distributive The First Trust
securities Special Situations
Trust
(c) Redemption Rights of Unitholders
(d) Conversion, transfer, etc. Rights of Unitholders
(e) Periodic payment plan *
(f) Voting rights Rights of Unitholders
(g) Notice of certificateholders Other Information
(h) Consents required Rights of Unitholders;
Other Information
(i) Other provisions The First Trust
Special Situations
Trust
11. Types of securities comprising The First Trust
units Special
Situations Trust
Schedule of
Investments
12. Certain information regarding
periodic payment certificates *
13. (a) Load, fees, expenses, etc. Summary of Essential
Information; Public
Offering; The First
Trust Special
Situations Trust
(b) Certain information regarding
periodic payment certificates *
(c) Certain percentages Summary of Essential
Information; The
First Trust Special
Situations Trust;
Public Offering
(d) Certain other fees, etc.
payable by holders Rights of Units
Holders
(e) Certain profits receivable
by depositor, principal,
underwriters, trustee or The First Trust
affiliated persons Special
Situations Trust
(f) Ratio of annual charges *
to income
14. Issuance of trust's securities Rights of Unit Holders
15. Receipt and handling of payments
from purchasers *
16. Acquisition and disposition of
underlying securities The First Trust
Special Situations
Trust; Rights of Unit
Holders;
17. Withdrawal or redemption The First Trust
Special Situations
Trust; Public
Offering; Rights of
Unit Holders
18. (a) Receipt, custody and Rights of Unit Holders
disposition of income
(b) Reinvestment of distributions Rights of Unit Holders
(c) Reserves or special funds Information as to
Sponsor, Trustee and
Evaluator
(d) Schedule of distributions *
19. Records, accounts and reports Rights of Unit Holders
20. Certain miscellaneous provisions
of trust agreement
(a) Amendment Other Information
(b) Termination Other Information
(c) and (d) Trustee, removal Information as
and successor to Sponsor, Trustee
and Evaluator
(e) and (f) Depositor, removal Information as
and successor to Sponsor, Trustee
and Evaluator
21. Loans to security holders *
22. Limitations on liability The First Trust
Special Situations
Trust;
Information as to
Sponsor, Trustee
and Evaluator
23. Bonding arrangements Contents of
Registration
Statement
24. Other material provisions *
of trust agreement
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor Information as to
Sponsor, Trustee and
Evaluator
26. Fees received by depositor *
27. Business of depositor Information as to
Sponsor, Trustee and
Evaluator
28. Certain information as to
officials and affiliated *
persons of depositor
29. Voting securities of depositor *
30. Persons controlling depositor *
31. Payment by depositor for certain
services rendered to trust *
32. Payment by depositor for certain
other services rendered to trust *
33. Remuneration of employees of
depositor for certain services
rendered to trust *
34. Remuneration of other persons
for certain services rendered *
to trust
IV. DISTRIBUTION AND REDEMPTION
35. Distribution of trust's Public Offering
securities by states
36. Suspension of sales of trust's
securities *
37. Revocation of authority to *
distribute
38. (a) Method of distribution Public Offering
(b) Underwriting agreements Public Offering
(c) Selling agreements Public Offering
39. (a) Organization of principal Information as
underwriters to Sponsor, Trustee
and Evaluator
(b) N.A.S.D. membership of
principal underwriters Information as to
Sponsor, Trustee and
Evaluator
40. Certain fees received by See Items 13(a) and
principal underwriters 13(e)
41. (a) Business of principal Information as to
underwriters Sponsor, Trustee and
Evaluator
(b) Branch offices of
principal underwriters *
(c) Salesmen of principal *
underwriters
42. Ownership of trust's securities
by certain persons *
43. Certain brokerage commissions
received by principal *
underwriters
44. (a) Method of valuation Summary of Essential
Information; The
First Trust Special
Situations Trust,
Public Offering
(b) Schedule as to offering *
price
(c) Variation in offering Public Offering
price to certain persons
45. Suspension of redemption rights *
46. (a) Redemption valuation Rights of Unit Holders
(b) Schedule as to redemption *
price
47. Maintenance of position in Public Offering;
underlying securities Rights
of Unit Holders
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of Information as
trustee to Sponsor, Trustee
and Evaluator
49. Fees and expenses of trustee The First Trust
Special Situations
Trust
50. Trustee's lien The First Trust
Special Situations
Trust
VI. INFORMATION CONCERNING THE INSURANCE OF HOLDERS OF
SECURITIES
51. Insurance of holders of
trust's ecurities *
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust The First Trust
agreement with respect to Special
selection or elimination of Situations Trust;
underlying securities Rights of Unit Holders
(b) Transactions involving
elimination of underlying *
securities
(c) Policy regarding substitution The First Trust
or elimination of underlying Special
securities Situations Trust;
Rights of Unit Holders
(d) Fundamental policy not
otherwise covered *
53. Tax status of Trust The First Trust
Special Situations
Trust
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during *
last ten years
55.
56.
57. Certain information regarding
periodic payment certificates *
58.
59. Financial statements Report of Independent
(Instruction 1(c) to Form S-6) Auditors
Statement of Net
Assets
* Inapplicable, answer negative or not required.
Peroni Top Ten Growth Trust, Series 1
The Trust. The First Trust (registered trademark) Special Situations
Trust, Series 130 (Peroni Top Ten Growth Trust, Series 1) is a
unit investment trust consisting of a portfolio containing common
stocks issued by companies which comprise the Top Ten Picks of
Eugene E. Peroni, Jr., Director of Technical Research for Janney
Montgomery Scott Inc., for the year 1996. Such Top Ten Picks are
considered to have the potential for capital appreciation (the
"Equity Securities").
The objective of the Trust is to provide potential capital appreciation
by investing the Trust's portfolio in common stocks. See "Schedule
of Investments." The Trust has a mandatory termination date (the
"Mandatory Termination Date" or "Trust Ending Date") of approximately
one year from the date of this Prospectus as set forth under "Summary
of Essential Information." There is, of course, no guarantee that
the objective of the Trust will be achieved.
Each Unit of the Trust represents an undivided fractional interest
in all the Equity Securities deposited in the Trust. The Equity
Securities deposited in the Trust's portfolio have no fixed maturity
date and the value of these underlying Equity Securities will
fluctuate with changes in the values of stocks in general but
may decline more than or not increase as much as stocks in general.
See "Portfolio."
The Sponsor may, from time to time after the Initial Date of Deposit,
deposit additional Equity Securities in the Trust. Such deposits
of additional Equity Securities will be done in such a manner
that the original proportionate relationship among the number
of shares of the individual issues of the Equity Securities shall
be maintained. Any deposit by the Sponsor of additional Equity
Securities will duplicate, as nearly as is practicable, the original
proportionate share relationship established on the Initial Date
of Deposit, and not the actual proportionate share relationship
on the subsequent date of deposit, because the latter share relationship
may be different than the original proportionate share relationship.
Any such difference may be due to the sale, redemption or liquidation
of any of the Equity Securities deposited in the Trust on the
Initial, or any subsequent, Date of Deposit. Moreover, because
of fluctuations in the price of the Equity Securities, the proportionate
value relationship among the Equity Securities on any subsequent
date of deposit will probably be different from that established
on the Initial Date of Deposit. See "What is the First Trust Special
Situations Trust?" and "How May Equity Securities be Removed from
the Trust?"
Public Offering Price. The Public Offering Price per Unit of the
Peroni Top Ten Growth Trust, Series 1 is equal to the aggregate
underlying value of the Equity Securities in the Trust (generally
determined by the closing sale prices of the listed Equity Securities
and the ask prices of over-the-counter traded Equity Securities)
plus or minus a pro rata share of cash, if any, in the Capital
and Income Accounts of the Trust, plus an initial sales charge
for the Trust equal to the difference between the maximum sales
charge for the Trust (2.95% of the Public Offering Price) and
the maximum deferred sales charge ($0.195 per Unit). Commencing
February 29, 1996, and on the last business day of each
month thereafter, through November 29, 1996, a deferred
sales charge of $0.0195 will be assessed per Unit. Units purchased
subsequent to the initial deferred sales charge payment will be
subject to the initial sales charge and the remaining deferred
sales charge payments. The deferred sales charge will be paid
from funds in the Capital Account, if sufficient, or from the
periodic sale of Equity Securities. The total maximum sales charge
assessed to Unit holders on a per Unit basis will be 2.95% of
the Public Offering Price (equivalent to 2.980% of the net amount
invested, exclusive of the deferred sales charge). A pro rata
share of accumulated dividends, if any, in the Income Account
is included in the Public Offering Price. The minimum amount which
an investor may purchase in the Trust is $2,500. The sales charge
for the Trust is reduced on a graduated scale for sales involving
at least 5,000 Units. See "How is the Public Offering Price Determined?"
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.
Janney Montgomery Scott Inc.
The date of this Prospectus is December 5, 1995
Page 1
Dividend and Capital Distributions. Distributions of dividends
received by the Trust, if any, will be made as part of the final
liquidation distribution. Distributions of funds in the Capital
Account, if any, will be made as part of the final liquidation
distribution, and in certain circumstances, earlier. Any distribution
of income and/or capital will be net of the expenses of the Trust.
See "What is the Federal Tax Status of Unit Holders?" Additionally,
upon termination of the Trust, the Trustee will distribute, upon
surrender of Units for redemption, to each remaining Unit holder
his or her pro rata share of the Trust's assets, less expenses,
in the manner set forth under "Rights of Unit Holders-How are
Income and Capital Distributed?" The Sponsor intends to create
a separate 1996 series of the Peroni Top Ten Growth Trust (the
"1996 Trust") in conjunction with the termination of this series
of the Trust. Unit holders who elect to become Rollover Unit holders
will not receive the final liquidation distribution, but will
receive units in the 1996 Trust. See "Special Redemption, Liquidation
and Investment in a New Trust." However, there is no assurance
that the 1996 Trust will be offered.
Secondary Market for Units. While under no obligation to do so,
the Sponsor and the Underwriter intend to maintain a market for
Units of the Trust and offer to repurchase such Units at prices
which are based on the aggregate underlying value of Equity Securities
in the Trust (generally determined by the closing sale prices
of listed Equity Securities and the bid prices of over-the-counter
traded Equity Securities) plus or minus cash, if any, in the Capital
and Income Accounts of the Trust. If a secondary market is not
maintained, a Unit holder may redeem Units through redemption
at prices based upon the aggregate underlying value of the Equity
Securities in the Trust (generally determined by the closing sale
prices of listed Equity Securities and the bid prices of over-the-counter
traded Equity Securities) plus or minus a pro rata share of cash,
if any, in the Capital and Income Accounts of the Trust. Units
sold or tendered for redemption prior to such time as the entire
deferred sales charge on such Units has been collected will be
assessed the amount of the remaining deferred sales charge at
the time of sale or redemption. A Unit holder tendering 2,500
or more Units of the Trust for redemption may request a distribution
of shares of Equity Securities (reduced by customary transfer
and registration charges) in lieu of payment in cash. See "How
May Units be Redeemed?"
Special Redemption, Liquidation and Investment in a New Trust.
Unit holders who hold their Units in book entry form may be given
the option of specifying by November 15, 1996 (the "Rollover Notification
Date") to have all of their Units redeemed in-kind on the Rollover
Notification Date and the distributed Equity Securities sold by
the Trustee, in its capacity as Distribution Agent, during the
Special Redemption and Liquidation Period. (Unit holders so electing
are referred to herein as "Rollover Unit holders.") The Distribution
Agent will appoint the Sponsor as its agent to determine the manner,
timing and execution of sales of underlying Equity Securities.
The proceeds of the redemption will then be invested in Units
of the 1996 Trust, if such Trust is offered. The Sponsor may,
however, stop creating new Units of the 1996 Trust at any time
in its sole discretion without regard to whether all the proceeds
to be invested have been invested. Cash which has not been invested
on behalf of the Rollover Unit holders in the 1996 Trust will
be distributed at the end of the Special Redemption and Liquidation
Period. However, the Sponsor anticipates that sufficient Units
can be created, although moneys in the Trust may not be fully
invested on the next business day. If the 1996 Trust is offered,
each Rollover Unit holder may elect to use their redemption proceeds
to purchase Units of the 1996 Trust at a reduced sales charge.
Units purchased other than with redemption proceeds will be subject
to the full sales charge. The portfolio for the 1996 Trust, if
offered, will contain common stock issued by companies which will
comprise the Top Ten Picks of Eugene E. Peroni, Jr. for the year
1997. Such Top Ten Picks will be considered to have the potential
for capital appreciation. Rollover Unit holders will receive credit
for the amount of dividends in the Income Account of the Trust
which will be included in the reinvestment in Units of the 1996
Trust. The exchange option described above is subject to modification,
termination or suspension.
Termination. The Trust will terminate approximately one year after
the Initial Date of Deposit regardless of market conditions at
that time. Commencing on the Mandatory Termination Date, Equity
Securities will begin to be sold in connection with the termination
of the Trust. The Sponsor will determine the manner, timing and
execution of the sale of the Equity Securities. Written notice
of any termination of the Trust specifying the time or times at
which Unit holders may surrender their certificates for cancellation
shall be given by the
Page 2
Trustee to each Unit holder at his or her address appearing on
the registration books of the Trust maintained by the Trustee.
At least 30 days prior to the Mandatory Termination Date of the
Trust, the Trustee will provide written notice thereof to all
Unit holders and will include with such notice a form to enable
Unit holders to elect a distribution of shares of Equity Securities
(reduced by customary transfer and registration charges) if such
Unit holder owns at least 2,500 Units of the Trust, rather than
to receive payment in cash for such Unit holder's pro rata share
of the amounts realized upon the disposition by the Trustee of
Equity Securities. To be effective, the election form, together
with surrendered certificates and other documentation required
by the Trustee, must be returned to the Trustee at least five
business days prior to the Mandatory Termination Date of the Trust.
Unit holders not electing the "Rollover Option" or a distribution
of shares of the Equity Securities will receive a cash distribution
within a reasonable time after the Trust is terminated. See "Rights
of Unit Holders-How are Income and Capital Distributed?"
Risk Factors. An investment in the Trust should be made with an
understanding of the risks associated therewith, including, among
other factors, the possible deterioration of either the financial
condition of the issuers of the Equity Securities or the general
condition of the stock market, changes in interest rates or an
economic recession. The Trust's portfolio is not managed and Equity
Securities will not be sold by the Trust regardless of market
fluctuations, although some Equity Securities may be sold under
certain limited circumstances. On certain days, Equity Securities
with limited trading volume may not be available for purchase
and deposit in the Trust in amounts necessary to fill all purchase orders
for Units. Accordingly, on such days, the number of Units which will
be made available for purchase by investors may be limited, and purchase
orders for Units will be deferred until such time as such Equity
Securities are available for purchase and deposited in the Trust in amounts
sufficient to fill orders for Units. In such circumstances, the
price paid with respect to any such deferred purchases may be more or
less than the price paid for Units purchased on the day the purchase
order was submitted. Finally, the results of ownership of Units will
differ from the results of ownership of the underlying Equity Securities
of the Trust for various reasons, including the timing of the purchase
and sale (or redemption) of Units of the Trust, sales charges and
expenses of the Trust and taxes. See "What are Equity Securities?-Risk
Factors."
Page 3
Summary of Essential Information
At the Opening of Business on the Initial Date of Deposit
of the Equity Securities-December 5, 1995
Underwriter: Janney Montgomery Scott Inc.
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank (National Association)
Evaluator: FT Evaluators L.P.
<TABLE>
<CAPTION>
General Information
<S> <C>
Initial Number of Units 15,000
Fractional Undivided Interest in the Trust per Unit 1/15,000
Public Offering Price:
Aggregate Offering Price Evaluation of Equity
Securities in Portfolio (1) $ 148,580
Aggregate Offering Price Evaluation of Equity
Securities per Unit $ 9.9053
Maximum Sales Charge 2.95% of the Public Offering Price
per Unit (2.980% of the net amount invested, exclusive of
the deferred sales charge) (2) $ .2952
Less Deferred Sales Charge per Unit $ (.1950)
Public Offering Price per Unit (2) $ 10.0055
Sponsor's Initial Repurchase Price per Unit $ 9.7103
Redemption Price per Unit (based on aggregate underlying
value of Equity Securities less the deferred sales charge) (3) $ 9.7103
</TABLE>
CUSIP Number 33718R 211
First Settlement Date December 8, 1995
Rollover Notification Date November 15, 1996
Special Redemption and Liquidation
Period During the period from November 18,
1996 to January 3, 1997.
Mandatory Termination Date January 6, 1997
Discretionary Liquidation Amount A Trust may be terminated if
the value of the Equity Securities is
less than the lower of $2,000,000 or
20% of the total value of Equity
Securities deposited in a Trust during
the primary offering period.
Trustee's Annual Fee (4) $.0116 per Unit outstanding.
Evaluator's Annual Fee $.0030 per Unit outstanding. Evalua-
tions for purposes of sale, purchase or
or redemption of Units are made as of
the close of trading (4:00 p.m. eastern
time) on the New York Stock Exchange
on each day on which it is open.
Supervisory Fee (5) Maximum of $.0035 per Unit outstand-
ing annually payable to an affiliate
of the Sponsor.
Estimated Organizational and Offering
Expenses (6) $.0175 per Unit.
Income Distribution (7) Distributions of dividends received by
the Trust will be made as part of the
final liquidation distribution.
[FN]
_______________
(1) Each Equity Security listed on a national securities exchange
or the NASDAQ National Market System is valued at the last closing
sale price or if no such price exists or the Equity Security is
not so listed at the closing ask price thereof.
(2) The maximum sales charge consists of an initial sales charge
and a deferred sales charge. The initial sales charge applies
to all Units and represents an amount equal to the difference
between the maximum sales charge for the Trust of 2.95% of the
Public Offering Price and the amount of the maximum
deferred sales charge ($.1950 per Unit). Subsequent
to the Initial Date of Deposit, the amount of the initial sales
charge will vary with changes in the aggregate underlying value
of the Equity Securities underlying the Trust. In addition to
the initial sales charge, Unit holders of the Trust will pay a
deferred sales charge of $0.0195 per Unit per month commencing
February 29, 1996 and on the last business day of each month thereafter
through November 29, 1996. Units purchased subsequent to the initial
deferred sales charge payment will be subject to the initial sales
charge and the remaining deferred sales charge payments. These
deferred sales charge payments will be paid from funds in the
Capital Account, if sufficient, or from the periodic sale of Equity
Securities. See "Fee Table" and "Public Offering" for additional
information. On the Initial Date of Deposit there will be no accumulated
dividends in the Income Account. Anyone ordering Units after such
date will pay a pro rata share of any accumulated dividends in
such Income Account. The Public Offering Price as shown reflects
the value of the Equity Securities at the opening of business
on the Initial Date of Deposit and establishes the original proportionate
share relationship among the individual Equity Securities. No
sales to investors will be executed at this price. Additional
Equity Securities will be deposited during the day of the Initial
Date of Deposit which will be valued as of 4:00 p.m. eastern time
and sold to investors at a Public Offering Price per Unit based
on this valuation.
(3) See "How May Units be Redeemed?"
(4) In no event shall the Trustee receive compensation in any
one year of less than $2,000 for such annual compensation.
(5) In addition, the Sponsor will be reimbursed for bookkeeping
and other administrative expenses currently at a maximum annual
rate of $.0010 per Unit.
(6) The Trust (and therefore Unit holders) will bear all or
a portion of its organizational and offering 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 Trust
portfolio, legal fees and the initial fees and expenses of the
Trustee but not including the expenses incurred in the printing
of preliminary and final prospectuses, and 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 and offering expenses will be charged
off over a period not to exceed one year. See "What are the Expenses
and Charges?" and "Statement of Net Assets." Historically, the
sponsors of unit investment trusts have paid all the costs of
establishing such trusts.
(7) If the 1996 Trust is offered, at the Rollover Notification
Date for Rollover Unit holders or upon termination of the Trust
for other Unit holders, amounts in the Income Account (which consist
of dividends on the Equity Securities) will be included in amounts
distributed to or on behalf of Unit holders. Distributions from
the Capital Account will be made monthly payable on the last day
of the month to Unit holders of record on the fifteenth day of
such month if the amount available for distribution equals at
least $0.01 per Unit. Notwithstanding, distributions of funds
in the Capital Account, if any, will be made as part of the final
liquidation distribution.
Page 4
FEE TABLE
This Fee Table is intended to help you to understand the costs
and expenses that you will bear directly or indirectly. See "Public
Offering" and "What are the Expenses and Charges?" Although the
Trust has a term of only approximately one year and is a unit
investment trust rather than a mutual fund, this information is
presented to permit a comparison of fees, assuming the principal
amount and distributions are rolled over each year into a new
Trust subject only to the deferred sales charge.
<TABLE>
<CAPTION>
Amount
per Unit
________
<S> <C> <C>
Unit holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of the Public Offering Price) 1.00%(a) $ 0.100
Deferred sales charge per year
(as a percentage of original purchase price) 1.95%(b) .195
________ ________
2.95% $ 0.295
======== ========
Maximum Sales Charge per year imposed on
Reinvested Dividends 1.95%(c) 0.195
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee .117% $ .0116
Portfolio supervision, bookkeeping, administrative,
evaluation fees, organizational and offering expenses .252% .0250
Other operating expenses .022% .0022
________ ________
Total .391% $ .0388
======== ========
</TABLE>
<TABLE>
<CAPTION>
Example
Cumulative Expenses Paid for Period:
1 Year 3 Years(d) 5 Years(d) 10 Years(d)
______ __________ __________ __________
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000
investment, assuming the Peroni Top Ten Growth Trust,
Series 1 estimated operating expense ratio of .391% and
a 5% annual return on the investment throughout the
periods $33 $82 $132 $272
</TABLE>
The example assumes reinvestment of all dividends and distributions
and utilizes a 5% annual rate of return as mandated by Securities
and Exchange Commission regulations applicable to mutual funds.
For purposes of the example, the deferred sales charge imposed
on reinvestment of dividends is not reflected until the year following
payment of the dividend; the cumulative expenses would be higher
if sales charges on reinvested dividends were reflected in the
year of reinvestment. The example should not be considered a representation
of past or future expenses or annual rate of return; the actual
expenses and annual rate of return may be more or less than those
assumed for purposes of the example.
[FN]
_____________________
(a) The Initial Sales Charge is actually the difference between
the maximum total sales charge of 2.95% and the maximum
deferred sales charge ($.1950 per Unit for the Peroni
Top Ten Growth Trust, Series 1) and would exceed 1.00% if the
Public Offering Price exceeds $10.00 per Unit.
(b) The actual fee is $0.0195 per month per Unit, irrespective
of purchase or redemption price deducted in each of the last ten
months of each one-year Trust. If the Unit price exceeds $10.00
per Unit, the deferred sales charge will be less than 1.95%. If
the Unit price is less than $10.00 per Unit, the deferred sales
charge will exceed 1.95%. Units purchased subsequent to the initial
deferred sales charge payment will be subject to only the Initial
Sales Charge and the remaining deferred sales charge payments.
(c) Reinvested Dividends will be subject only to the deferred
sales charge remaining at the time of reinvestment. See "How are
Income and Capital Distributed."
(d) Although the Trust has a term of only one year and is a unit
investment trust rather than a mutual fund, this information is
presented to permit a comparison of fees, assuming the principal
amount and distributions are rolled over each year into a new
Trust subject only to the deferred sales charge.
Page 5
Peroni Top Ten Growth Trust, Series 1
The First Trust Special Situations Trust, Series 130
What is The First Trust Special Situations Trust?
The First Trust Special Situations Trust, Series 130 (Peroni Top
Ten Growth Trust, Series 1) is one of a series of investment companies
created by the Sponsor under the name of The First Trust Special
Situations Trust, all of which are generally similar but each
of which is separate and is designated by a different series number
(the "Trust.") The Trust is a unit investment trust created under
the laws of the State of New York pursuant to a Trust Agreement
(the "Indenture"), dated the Initial Date of Deposit, with Nike
Securities L.P., as Sponsor, The Chase Manhattan Bank (National
Association), as Trustee, First Trust Advisors L.P. as Portfolio
Supervisor and FT Evaluators L.P., as Evaluator.
On the Initial Date of Deposit, the Sponsor deposited with the
Trustee confirmations of contracts for the purchase of common
stocks issued by companies which comprise the Top Ten Picks of
Eugene E. Peroni, Jr. for the year 1996. Such Top Ten Picks are
considered to have the potential for capital appreciation (the
"Equity Securities"), together with an irrevocable letter or letters
of credit of a financial institution in an amount at least equal
to the purchase price of such Equity Securities. In exchange for
the deposit of securities or contracts to purchase securities
in the Trust, the Trustee delivered to the Sponsor documents evidencing
the entire ownership of the Trust.
The objective of the Peroni Top Ten Growth Trust, Series 1 is
to provide potential capital appreciation by investing in common
stocks of companies which, in the opinion of Eugene E. Peroni,
Jr., are considered to have the potential for capital appreciation.
There is, of course, no guarantee that the objective of the Trust
will be achieved.
With the deposit of the Equity Securities on the Initial Date
of Deposit, the Sponsor established a percentage relationship
between the number of shares of Equity Securities in the Trust's
portfolio. See "What are the Equity Securities Selected for Peroni
Top Ten Growth Trust, Series 1?" From time to time following the
Initial Date of Deposit, the Sponsor, pursuant to the Indenture,
may deposit additional Equity Securities in the Trust and Units
may be continuously offered for sale to the public by means of
this Prospectus, resulting in a potential increase in the outstanding
number of Units of the Trust. Any deposit by the Sponsor of additional
Equity Securities will duplicate, as nearly as is practicable,
the original proportionate share relationship (subject to appropriate
adjustment in the event of stock splits, stock dividends and the
like) and not the actual proportionate share relationship on the
subsequent date of deposit, because the latter relationship may
be different than the original proportionate share relationship.
Any such difference may be due to the sale, redemption or liquidation
of any of the Equity Securities deposited in the Trust on the
Initial, or any subsequent, Date of Deposit. Moreover, because
of fluctuations in the price of the Equity Securities, the proportionate
value relationship among the Equity Securities on any subsequent
Date of Deposit will probably be different from that established
on the Initial Date of Deposit. See "How May Equity Securities
be Removed from the Trust?" The original percentage relationship
of each Equity Security to the Trust is set forth herein under
"Schedule of Investments" for the Trust. Since the prices of the
underlying Equity Securities will fluctuate daily, the ratio,
on a market value basis, will also change daily. The portion of
Equity Securities represented by each Unit will not change as
a result of the deposit of additional Equity Securities in the Trust.
On the Initial Date of Deposit, each Unit of the Trust represented
the undivided fractional interest in the Equity Securities deposited
in the Trust set forth under "Summary of Essential Information."
To the extent that Units of the Trust are redeemed, the aggregate
value of the Equity Securities in the Trust will be reduced and
the undivided fractional interest represented by each outstanding
Unit of the Trust will be increased proportionately. However,
if additional Units are issued by the Trust in connection with
the deposit of additional Equity Securities by the Sponsor, the
aggregate value of the Equity Securities in the Trust will be
increased by amounts allocable to additional Units, and the undivided
fractional interest represented by each
Page 6
outstanding Unit of the Trust will be decreased proportionately.
See "How May Units be Redeemed?" The Trust has a Mandatory Termination
Date as set forth herein under "Summary of Essential Information."
What are the Expenses and Charges?
With the exception of bookkeeping and other administrative services
provided to the Trust, for which the Sponsor will be reimbursed
in amounts as set forth under "Summary of Essential Information,"
the Sponsor will not receive any fees in connection with its activities
relating to the Trust. Such bookkeeping and administrative charges
may be increased without approval of the Unit holders by amounts
not exceeding proportionate increases under the category "All
Services Less Rent of Shelter" in the Consumer Price Index published
by the United States Department of Labor. The fees payable to
the Sponsor for such services may exceed the actual costs of providing
such services for the Trust, but at no time will the total amount
received for such services rendered to all unit investment trusts
of which Nike Securities L.P. is the Sponsor in any calendar year
exceed the aggregate cost to the Sponsor of supplying such services
in such year. First Trust Advisors L.P., an affiliate of the Sponsor,
will receive an annual supervisory fee, which is not to exceed
the amount set forth under "Summary of Essential Information,"
for providing portfolio supervisory services for the Trust. Such
fee is based on the number of Units outstanding in the Trust on
January 1 of each year except for the year or years in which an
initial offering period occurs in which case the fee for a month
is based on the number of Units outstanding at the end of such
month. This fee may exceed the actual costs of providing such
supervisory services for the Trust, but at no time will the total
amount received for portfolio supervisory services rendered to
all unit investment trusts of which Nike Securities L.P. is the
Sponsor in any calendar year exceed the aggregate cost to First
Trust Advisors L.P. of supplying such services in such year. Pursuant
to a contractual arrangement with the Portfolio Supervisor, Janney
Montgomery Scott Inc. will provide supervisory services to the
Portfolio Supervisor in return for the entire supervisory fee.
Subsequent to the initial offering period, the Evaluator, an affiliate
of the Sponsor, will receive a fee as indicated in the "Summary
of Essential Information." The fee may exceed the actual costs
of providing such evaluation services for the Trust, but at no
time will the total amount received for evaluation services rendered
to all unit investment trusts of which Nike Securities L.P. is
the Sponsor in any calendar year exceed the aggregate cost to
FT Evaluators L.P. of supplying such services in such year. The
Trustee pays certain expenses of the Trust for which it is reimbursed
by the Trust. The Trustee will receive for its ordinary recurring
services to the Trust an annual fee computed at $.0116 per annum
per Unit in the Trust outstanding based upon the largest aggregate
number of Units of the Trust outstanding at any time during the
calendar year. For a discussion of the services performed by the
Trustee pursuant to its obligations under the Indenture, reference
is made to the material set forth under "Rights of Unit Holders."
The Trustee's and Evaluator's fees are payable from the Income
Account of the Trust to the extent funds are available and then
from the Capital Account of the Trust. Since the Trustee has the
use of the funds being held in the Capital and Income Accounts
for payment of expenses and redemptions and since such Accounts
are noninterest-bearing to Unit holders, the Trustee benefits
thereby. Part of the Trustee's compensation for its services to
the Trust is expected to result from the use of these funds. Both
fees may be increased without approval of the Unit holders by
amounts not exceeding proportionate increases under the category
"All Services Less Rent of Shelter" in the Consumer Price Index
published by the United States Department of Labor.
Expenses incurred in establishing the Trust, including costs of
preparing the registration statement, the trust indenture and
other closing documents, registering Units with the Securities
and Exchange Commission and registering or qualifying the Units
with the states, the initial audit of the Trust's portfolio, legal
fees, the initial fees and expenses of the Trustee and any other
out-of-pocket expenses, will be paid by the Trust and charged
off over a period not to exceed one year. The following additional
charges are or may be incurred by the Trust: all legal expenses
of the Trustee incurred by or in connection with its responsibilities
under the Indenture; the expenses and costs of any action undertaken
by the Trustee to protect the Trust and the rights and interests
of the Unit holders; fees of the Trustee for any extraordinary
services performed under the Indenture; indemnification of the
Trustee for any loss, liability or expense incurred by it without,
negligence
Page 7
bad faith or willful misconduct on its part, arising out of or
in connection with its acceptance or administration of the Trust;
indemnification of the Sponsor for any loss, liability or expense
incurred without gross negligence, bad faith or willful misconduct
in acting as Depositor of the Trust; all taxes and other government
charges imposed upon the Securities or any part of the Trust (no
such taxes or charges are being levied or made or, to the knowledge
of the Sponsor, contemplated). The above expenses and the Trustee's
annual fee, when paid or owing to the Trustee, are secured by
a lien on the Trust. In addition, the Trustee is empowered to
sell Equity Securities in the Trust in order to make funds available
to pay all these amounts if funds are not otherwise available
in the Income and Capital Accounts of the Trust. Since the Equity
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. As described above, if dividends
are insufficient to cover expenses, it is likely that Equity Securities
will have to be sold to meet Trust expenses. These sales may result
in capital gains or losses to Unit holders and may tend to reduce
gains or increase the losses which are ultimately received by
the Unit holders from investing in the Trust. See "What is the
Federal Tax Status of Unit Holders?"
What is the Federal Tax Status of Unit Holders?
The following is a general discussion of certain of the Federal
income tax consequences of the purchase, ownership and disposition
of the Units. The summary is limited to investors who hold the
Units as "capital assets" (generally, property held for investment)
within the meaning of Section 1221 of the Internal Revenue Code
of 1986 (the "Code"). Unit holders should consult their tax advisers
in determining the Federal, state, local and any other tax consequences
of the purchase, ownership and disposition of Units in the Trust.
In the opinion of Chapman and Cutler, special counsel for the
Sponsor, under existing law:
1. The Trust is not an association taxable as a corporation for
Federal income tax purposes; each Unit holder will be treated
as the owner of a pro rata portion of each of the assets of the
Trust under the Code; and the income of the Trust will be treated
as income of the Unit holders thereof under the Code. Each Unit
holder will be considered to have received his or her pro rata
share of the income derived from each Equity Security when such
income is received by the Trust.
2. Each Unit holder will have a taxable event when the Trust
disposes of an Equity Security (whether by sale, taxable exchange,
liquidation, redemption, or otherwise) or upon the sale or redemption
of Units by the Unit holder. The price a Unit holder pays for
his or her Units is allocated among his or her pro rata portion
of each Equity Security held by the Trust (in proportion to the
fair market values thereof on the date the Unit holder purchases
his or her Units) in order to determine his or her tax basis for
his or her pro rata portion of each Equity Security held by the
Trust. For Federal income tax purposes, a Unit holder's pro rata
portion of dividends, as defined by Section 316 of the Code, paid
by a corporation with respect to an Equity Security held by the
Trust is taxable as ordinary income to the extent of such corporation's
current and accumulated "earnings and profits." A Unit holder's
pro rata portion of dividends paid on such Equity Security which
exceeds such current and accumulated earnings and profits will
first reduce a Unit holder's tax basis in such Equity Security,
and to the extent that such dividends exceed a Unit holder's tax
basis in such Equity Security shall generally be treated as capital
gain. In general, any such capital gain will be short-term unless
a Unit holder has held his or her Units for more than one year.
3. A Unit holder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Equity Securities held
by the Trust will generally be considered a capital gain except
in the case of a dealer or a financial institution and will be
long-term if the Unit holder has held his or her Units for more
than one year (the date on which the Units are acquired (i.e.,
the "trade date") is excluded for purposes of determining whether
the Units have been held for more than one year). A Unit holder's
portion of loss, if any, upon the sale or redemption of Units
or the disposition of Equity Securities held by the Trust will
generally be considered a capital loss (except in the case of
a dealer or a financial institution) and, in general, will be
long-term if the Unit holder has held his or her Units for more
than
Page 8
one year. Unit holders should consult their tax advisers regarding
the recognition of gains and losses for Federal income tax purposes.
In particular, a Rollover Unit holder should be aware that a Rollover
Unit holder's loss, if any, incurred in connection with the exchange
of Units for Units in the next new series of the Peroni Top Ten
Growth Trust, Series 1 (the "1996 Trust") will generally be disallowed
with respect to the disposition of any Equity Securities pursuant
to such exchange to the extent that such Unit holder is considered
the owner of substantially identical securities under the wash
sale provisions of the Code taking into account such Unit holder's
deemed ownership of the securities underlying the Units in a 1996
Trust in the manner described above, if such substantially identical
securities are acquired within a period beginning 30 days before
and ending 30 days after such disposition. However, any gains
incurred in connection with such an exchange by a Rollover Unit
holder would be recognized.
4. Generally, the tax basis of a Unit holder includes sales charges,
and such charges are not deductible. A portion of the sales charge
for the Trust is deferred. It is possible that for federal income
tax purposes a portion of the deferred sales charge may be treated
as interest which would be deductible by a Unit holder subject
to limitations on the deduction of investment interest. In such
case, the non-interest portion of the Deferred Sales Charge would
be added to the Unit holder's tax basis in his or her Units. The
deferred sales charge could cause the Unit holder's Units to be
considered to be debt-financed under Section 246A of the Code
which would result in a small reduction of the dividends-received
deduction. In any case, the income (or proceeds from redemption)
a Unit holder must take into account for federal income tax purposes
is not reduced by amounts deducted to pay the Deferred Sales Charge.
Unit holders should consult their own tax advisers as to the income
tax consequences of the deferred sales charge.
Dividends Received Deduction. A Unit holder will be considered
to have received all of the dividends paid on his or her pro rata
portion of each Equity Security when such dividends are received
by the Trust regardless of whether such dividends are used to
pay a portion of the Deferred Sales Charge. Unit holders will
be taxed in this manner regardless of whether such distributions
from the Trust are actually received by the Unit holder.
A corporation that owns Units will generally be entitled to a
70% dividends received deduction with respect to such Unit holder's
pro rata portion of dividends received by the Trust (to the extent
such dividends are taxable as ordinary income, as discussed above)
in the same manner as if such corporation directly owned the Equity
Securities paying such dividends (other than corporate Unit holders,
such as "S" corporations which are not eligible for the deduction
because of their special characteristics and other than for purposes
of special taxes such as the accumulated earnings tax and the
personal holding corporation tax). However, a corporation owning
Units should be aware that Sections 246 and 246A of the Code impose
additional limitations on the eligibility of dividends for the
70% dividends received deduction. These limitations include a
requirement that stock (and therefore Units) must generally be
held at least 46 days (as determined under Section 246(c) of the
Code). Final regulations have recently been issued which address
special rules that must be considered in determining whether the
46-day holding period requirement is met. Moreover, the allowable
percentage of the deduction will be reduced from 70% if a corporate
Unit holder owns certain stock (or Units) the financing of which
is directly attributable to indebtedness incurred by such corporation.
It should be noted that various legislative proposals that would
affect the dividends received deduction have been introduced.
Unit holders should consult with their tax advisers with respect
to the limitations on and possible modifications to the dividends
received deduction.
Limitations on Deductibility of Trust Expenses by Unit holders.
Each Unit holder's pro rata share of each expense paid by the
Trust is deductible by the Unit holder to the same extent as though
the expense had been paid directly by such Unit holder. It should
be noted that as a result of the Tax Reform Act of 1986, certain
miscellaneous itemized deductions, such as investment expenses,
tax return preparation fees and employee business expenses will
be deductible by an individual only to the extent they exceed
2% of such individual's
Page 9
adjusted gross income. Unit holders may be required to treat some
or all of the expenses of the Trust as miscellaneous itemized
deductions subject to this limitation.
Recognition of Taxable Gain or Loss Upon Disposition of Securities
by the Trust or Disposition of Units. As discussed above, a Unit
holder may recognize taxable gain (or loss) when an Equity Security
is disposed of by the Trust or if the Unit holder disposes of
a Unit (although losses incurred by Rollover Unit holders may
be subject to disallowance, as discussed above). For taxpayers
other than corporations, net capital gains are 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.
"The Revenue Reconciliation Act of 1993" (the "Tax Act") raised
tax rates on ordinary income while capital gains remain subject
to a 28% maximum stated rate for taxpayers other than corporations.
Because some or all capital gains are taxed at a comparatively
lower rate under the Tax Act, the Tax Act includes a provision
that recharacterizes capital gains as ordinary income in the case
of certain financial transactions that are "conversion transactions"
effective for transactions entered into after April 30, 1993.
Unit holders and prospective investors should consult with their
tax advisers regarding the potential effect of this provision
on their investment in Units.
If the Unit holder disposes of a Unit, he or she is deemed thereby
to have disposed of his or her entire pro rata interest in all
assets of the Trust involved including his or her pro rata portion
of all the Equity Securities represented by the Unit.
Special Tax Consequences of In-Kind Distributions Upon Redemption
of Units, Termination of the Trust and Investment in a New Trust.
As discussed in "Rights of Unit Holders-How are Income and Capital
Distributed?", under certain circumstances a Unit holder who owns
at least 2,500 Units of the Trust may request an In-Kind Distribution
upon the redemption of Units or the termination of the Trust.
The Unit holder requesting an In-Kind Distribution will be liable
for expenses related thereto (the "Distribution Expenses") and
the amount of such In-Kind Distribution will be reduced by the
amount of the Distribution Expenses. See "Rights of Unit Holders-How
are Income and Capital Distributed?" As previously discussed,
prior to the redemption of Units or the termination of the Trust,
a Unit holder is considered as owning a pro rata portion of each
of the Trust's assets for Federal income tax purposes. The receipt
of an In-Kind Distribution will result in a Unit holder receiving
an undivided interest in whole shares of stock plus, possibly, cash.
The potential tax consequences that may occur under an In-Kind
Distribution will depend on whether or not a Unit holder receives
cash in addition to Equity Securities. An "Equity Security" for
this purpose is a particular class of stock issued by a particular
corporation. A Unit holder will not recognize gain or loss if
a Unit holder only receives Equity Securities in exchange for
his or her pro rata portion in the Equity Securities held by the
Trust. However, if a Unit holder also receives cash in exchange
for a fractional share of an Equity Security held by the Trust,
such Unit holder will generally recognize gain or loss based upon
the difference between the amount of cash received by the Unit
holder and his or her tax basis in such fractional share of an
Equity Security held by the Trust.
Because the Trust will own many Equity Securities, a Unit holder
who requests an In-Kind Distribution will have to analyze the
tax consequences with respect to each Equity Security owned by
the Trust. The amount of taxable gain (or loss) recognized upon
such exchange will generally equal the sum of the gain (or loss)
recognized under the rules described above by such Unit holder
with respect to each Equity Security owned by the Trust. Unit
holders who request an In-Kind Distribution are advised to consult
their tax advisers in this regard.
As discussed in "Rights of Unit Holders-Special Redemption, Liquidation
and Investment in a New Trust," a Unit holder may elect to become
a Rollover Unit holder. To the extent a Rollover Unit holder exchanges
his or her Units for Units of the 1996 Trust in a taxable transaction,
such Unit holder will recognize gains, if any, but generally will
not be entitled to a deduction for any losses recognized upon
the disposition of any Equity Securities pursuant to such exchange
to the extent that such Unit holder is considered the owner
Page 10
of substantially identical securities under the wash sale provisions
of the Code taking into account such Unit holder's deemed ownership
of the securities underlying the Units in such 1996 Trust in the
manner described above, if such substantially identical securities
were acquired within a period beginning 30 days before and ending
30 days after such disposition under the wash sale provisions
contained in Section 1091 of the Code. In the event a loss is
disallowed under the wash sale provisions, special rules contained
in Section 1091(d) of the Code apply to determine the Unit holder's
tax basis in the securities acquired. Rollover Unit holders are
advised to consult their tax advisers.
Computation of the Unit holder's Tax Basis. Initially, a Unit
holder's tax basis in his or her Units will generally equal the
price paid by such Unit holder for his or her Units. The cost
of the Units is allocated among the Equity Securities held in
the Trust in accordance with the proportion of the fair market
values of such Equity Securities as of the valuation date nearest
the date the Units are purchased in order to determine such Unit
holder's tax basis for his or her pro rata portion of each Equity Security.
A Unit holder's tax basis in his or her Units and his or her pro
rata portion of an Equity Security held by the Trust will be reduced
to the extent dividends paid with respect to such Equity Security
are received by the Trust which are not taxable as ordinary income
as described above.
General. Each Unit holder will be requested to provide the Unit
holder's taxpayer identification number to the Trustee and to
certify that the Unit holder has not been notified by the Internal
Revenue Service that payments to the Unit holder are subject to
back-up withholding. If the proper taxpayer identification number
and appropriate certification are not provided when requested,
distributions by the Trust to such Unit holder (including amounts
received upon the redemption of Units) will be subject to back-up
withholding. Distributions by the Trust will generally be subject
to United States income taxation and withholding in the case of
Units held by non-resident alien individuals, foreign corporations
or other non-United States persons. Such persons should consult
their tax advisers.
Unit holders will be notified annually of the amounts of dividends
includable in the Unit holder's gross income and amounts of Trust
expenses which may be claimed as itemized deductions.
Unit holders desiring to purchase Units for tax-deferred plans
and IRAs should consult their broker for details on establishing
such accounts. Units may also be purchased by persons who already
have self-directed plans established. See "Why are Investments
in the Trusts Suitable for Retirement Plans?"
The foregoing discussion relates only to United States Federal
income taxation of Unit holders; Unit holders may be subject to
state and local taxation in other jurisdictions. Unit holders
should consult their tax advisers regarding potential state or
local taxation with respect to the Units, and foreign investors
should consult their tax advisers with respect to United States
tax consequences of ownership of Units.
In the opinion of Carter, Ledyard & Milburn, Special Counsel to
the Trust for New York tax matters, under the existing income
tax laws of the State of New York, the Trust is not an association
taxable as a corporation and the income of the Trust will be treated
as the income of the Unit holders thereof.
Why are Investments in the Trust Suitable for Retirement Plans?
Units of the Trust may be well suited for purchase by Individual
Retirement Accounts, Keogh Plans, pension funds and other tax-deferred
retirement plans. Generally, the Federal income tax relating to
capital gains and income received in each of the foregoing plans
is deferred until distributions are received. Distributions from
such plans are generally treated as ordinary income but may, in
some cases, be eligible for special averaging or tax-deferred
rollover treatment. Investors considering participation in any
such plan should review specific tax laws related thereto and
should consult their attorneys or tax advisers with respect to
the establishment and maintenance of any such plan. Such plans
are offered by brokerage firms and other financial institutions.
Fees and charges with respect to such plans may vary. Potential
investors should consider the fact that the minimum purchase ($2,500)
may, and in the case of an Individual Retirement Account will,
exceed the amount contributable and deductible for federal income
tax purposes, for a particular year to a retirement plan. Accordingly,
investors considering investing through a retirement plan should
consider doing so with funds already in such plan.
Page 11
PORTFOLIO
What are Equity Securities?
The Trust consists of different issues of Equity Securities which
are listed on the New York Stock Exchange or other national securities
exchanges, the NASDAQ National Market System or traded in the
over-the-counter market. See "What are the Equity Securities Selected
for Peroni Top Ten Growth Trust Trust, Series 1?" for a general
description of the companies.
Risk Factors. The Trust consists of such of the Equity Securities
listed under "Schedule of Investments" as may continue to be held
from time to time in the Trust and any additional Equity Securities
acquired and held by the Trust pursuant to the provisions of the
Trust Agreement together with cash held in the Income and Capital
Accounts. Due to the short duration of the Trust, there is no
guarantee that the Trust's objective will be achieved or that
the Trust will provide for capital appreciation in excess of the
Trust's expenses. Neither the Sponsor, the Trustee nor Janney
Montgomery Scott Inc. shall be liable in any way for any failure
in any of the Equity Securities. However, should any contract
for the purchase of any of the Equity 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 Equity Securities in accordance with the Trust Agreement,
refund the cash and sales charge attributable to such failed contract
to all Unit holders on the next distribution date.
Because certain of the Equity Securities from time to time may
be sold under certain circumstances described herein, and because
the proceeds from such events will be distributed to Unit holders
and will not be reinvested, no assurance can be given that the
Trust will retain for any length of time its present size and
composition. Although the Portfolio is not managed, the Sponsor
may instruct the Trustee to sell Equity Securities under certain
limited circumstances. Pursuant to the Indenture and with limited
exceptions, the Trustee may sell any securities or other property
acquired in exchange for Equity Securities such as those acquired
in connection with a merger or other transaction. If offered such
new or exchanged securities or property, the Trustee shall reject
the offer. However, in the event such securities or property are
nonetheless acquired by the Trust, they may be accepted for deposit
in the Trust and either sold by the Trustee or held in the Trust
pursuant to the direction of the Sponsor (who may rely on the
advice of the Portfolio Supervisor). See "How May Equity Securities
be Removed from the Trust?" Equity Securities, however, will not
be sold by the Trust to take advantage of market fluctuations
or changes in anticipated rates of appreciation or depreciation.
In fact, no Equity Security will be sold prior to termination
of the Trust (except on a pro rata basis with the sale of all
other Equity Securities to satisfy redemption requests or to pay
expenses and in certain other limited circumstances) even if Mr.
Peroni comes to believe that such Equity Security no longer has
the potential for capital appreciation, or issues a "sell" recommendation
with respect to such Equity Security. Moreover, no Equity Security
will be sold even if Mr. Peroni's methodology results in advice
to liquidate common stock investments generally.
Whether or not the Equity Securities are listed on a national
securities exchange, the principal trading market for the Equity
Securities may be in the over-the-counter market. As a result,
the existence of a liquid trading market for the Equity Securities
may depend on whether dealers will make a market in the Equity
Securities. There can be no assurance that a market will be made
for any of the Equity Securities, that any market for the Equity
Securities will be maintained or of the liquidity of the Equity
Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling
Equity Securities to the Sponsor. The price at which the Equity
Securities may be sold to meet redemptions, and the value of the
Trust, will be adversely affected if trading markets for the Equity
Securities are limited or absent.
An investment in Units should be made with an understanding of
the risks which an investment in common stocks entails, including
the risk that the financial condition of the issuers of the Equity
Securities or the general condition of the common stock market
may worsen and the value of the Equity Securities and therefore
the value of the Units may decline. Common stocks are especially
susceptible to general stock market movements
Page 12
and to volatile increases and decreases of value as market confidence
in and perceptions of the issuers change. These perceptions are
based on unpredictable factors including expectations regarding
government, economic, monetary and fiscal policies, inflation
and interest rates, economic expansion or contraction, and global
or regional political, economic or banking crises. Shareholders
of common stocks have rights to receive payments from the issuers
of those common stocks that are generally subordinate to those
of creditors of, or holders of debt obligations or preferred stocks
of, such issuers. Shareholders of common stocks of the type held
by the Trust have a right to receive dividends only when and if,
and in the amounts, declared by the issuer's board of directors
and have a right to participate in amounts available for distribution
by the issuer only after all other claims on the issuer have been
paid or provided for. Common stocks do not represent an obligation
of the issuer and, therefore, do not offer any assurance of income
or provide the same degree of protection of capital as do debt
securities. The issuance of additional debt securities or preferred
stock will create prior claims for payment of principal, interest
and dividends which could adversely affect the ability and inclination
of the issuer to declare or pay dividends on its common stock
or the rights of holders of common stock with respect to assets
of the issuer upon liquidation or bankruptcy. The value of common
stocks is subject to market fluctuations for as long as the common
stocks remain outstanding, and thus the value of the Equity Securities
in the Portfolio may be expected to fluctuate over the life of
the Trust to values higher or lower than those prevailing on the
Initial Date of Deposit.
Holders of common stocks incur more risk than holders of preferred
stocks and debt obligations because common stockholders, as owners
of the entity, have generally inferior rights to receive payments
from the issuer in comparison with the rights of creditors of,
or holders of debt obligations or preferred stocks issued by,
the issuer. Cumulative preferred stock dividends must be paid
before common stock dividends and any cumulative preferred stock
dividend omitted is added to future dividends payable to the holders
of cumulative preferred stock. Preferred stockholders are also
generally entitled to rights on liquidation which are senior to
those of common stockholders.
Unit holders will be unable to dispose of any of the Equity Securities
in the Portfolio, as such, and will not be able to vote the Equity
Securities. As the holder of the Equity Securities, the Trustee
will have the right to vote all of the voting stocks in the Trust
and will vote such stocks in accordance with the instructions
of the Sponsor.
The Underwriter has acquired or will acquire the Equity Securities
for the Sponsor and thereby benefits from transaction fees. The
Underwriter in its general securities business acts as agent or
principal in connection with the purchase and sale of equity securities,
including the Equity Securities in the Trust, and may act as a
market maker in certain of the Equity Securities. The Underwriter
also from time to time may issue reports on and make recommendations
relating to equity securities, which may include the Equity Securities.
What are the Equity Securities Selected for Peroni Top Ten Growth
Trust, Series 1?
Allstate Corporation, headquartered in Northbrook, Illinois, provides
property-liability and life insurance policies. The company primarily
offers homeowners and private passenger automobile insurance.
Allstate Corporation also markets commercial property and casualty
lines for small- and medium-sized businesses and offers life insurance,
annuity and group pension products, as well as residential mortgage
guaranty insurance. The company underwrites insurance through
agents in the United States and Canada.
Diebold, Inc., headquartered in Canton, Ohio, develops, manufactures,
sells and services automated transactions systems and security
equipment. The products are mainly used in financial applications
by the financial, transportation, petroleum, retail and government
industries. The systems include automated fuel systems, computer
software systems, automated teller machines and video dispensing machines.
Federal National Mortgage Association, known as Fannie Mae, buys
and holds mortgages and issues and sells guaranteed mortgage-backed
securities. The company was chartered by the U.S. Congress but
went public in 1970. The company's operations are based in Washington, D.C.
GRC International, Inc., headquartered in Vienna, Virginia, is
an international provider of research/analysis services and technical
solutions. The company performs research studies, primarily in
the areas of defense
Page 13
and national security, for the United States Government, but also
has clients in outside agencies. GRC International, Inc. arranges
interactive multimedia presentations and also develops information
systems and software packages.
Guidant Corporation, headquartered in Indianapolis, Indiana, develops,
designs and manufactures products used in cardiac rhythm management,
coronary artery disease intervention and other forms of minimally
invasive surgery. The company produces guidewires, rapid exchange
catheters, atherectomy catheters and implantable cardiac defibrillators.
Guidant Corporation markets its products to hospitals, doctors
and specialists in the United States and abroad.
Input/Output, Inc., headquartered in Stafford, Texas, is in the
designing, manufacturing and marketing of land-based seismic data
acquisition systems. The company's products are used by oil and
natural gas exploration companies to identify likely locations
of petroleum deposits. Input/Output, Inc. maintains a sales and
service staff in the United States, Canada, Latin America, Europe
and in the Far East.
Kimberly-Clark Corporation, headquartered in Dallas, Texas, manufactures
disposable hygiene products and specialty papers and offers aircraft
and air and truck transportation services. The company produces and sells
facial tissue, disposable diapers, feminine pads, paper towels,
newsprint and paper for the office and tobacco industries under well-
known trademark names.
Lydall, Inc., headquartered in Manchester, Connecticut, manufactures
specialty fiber materials in five areas: gaskets, filters, heat
and electrical insulation and materials handling products. The
company produces room air, gaskets for refrigerator compressors,
blood and autotransfusion filters, kilns and furnaces and insulation
for ovens, automobile engines, computers and consumer products.
Lydall, Inc. also builds refineries and chemical processing and
nuclear power plants.
Primark Corporation, headquartered in Waltham, Massachussetts,
is engaged in offering information technology-based services and
international financial information through it subsidiaries. Through
Analytic Sciences Corporation, the company offers technology-based
information services to United States Government intelligence
agencies. Through Datastream International, Primark Corporation
offers online historical economic and financial information in
40 countries worldwide.
Textron, Inc., headquartered in Providence, Rhode Island, manufactures
and produces aerospace and commercial products and, through its
subsidiaries, also provides financial and insurance services.
The company's products include combat vehicles, missile reentry
systems, automotive parts, helicopters, golf carts and garden equipment.
The Peroni Top Ten Growth Trust, Series 1 is a unit investment
trust containing a fixed portfolio of common stocks selected by
Eugene E. Peroni, Jr., Director of Technical Research for Janney
Montgomery Scott Inc. This investment is structured with a mandatory
termination date of approximately one year, and is designed for
investors seeking the potential for capital appreciation.
In choosing the portfolio for the Trust, Mr. Peroni has relied
on a methodology utilizing technical analysis. This approach to
choosing stocks takes into account such things as trading volume,
price studies and price trends, as well as sociological, psychological,
political and economic factors. Technical analysis is a form of
security analysis which is usually contrasted with fundamental
analysis of investment securities. Fundamental analysis takes
account of a company's revenues, earnings, dividends, price to
earnings ratio, debt service coverage ratio, debt to equity ratio,
and similar factors. These factors are not considered in technical
analysis.
Mr. Peroni has used this method to choose Top Ten Picks yearly
since 1988. As set forth in the chart on page 14, his Top Ten
Picks are up a cumulative 327% (as of December 1, 1995), while
the Dow Jones Industrial Average (DJIA) was up 137% over the same
period of time. (Both of the foregoing calculations exclude dividends,
transaction charges and taxes.)
The following table compares the actual performance of the yearly
Top Ten Picks as compared to the DJIA from December 16, 1988 through
December 1, 1995.
Page 14
Please refer to the APPENDIX following the last page of this document
for details on the chart included at this point.
The hypothetical returns shown above are not guarantees of future
performance and should not be used as a predictor of returns to
be expected in connection with the Trust. Both stock prices (which
may appreciate or depreciate) and dividends (which may be increased,
reduced or eliminated) will affect the Trust's actual returns.
The results of ownership of Units will differ from the results
of ownership of the underlying Equity Securities of the Trust
for various reasons, including sales charges and expenses of the
Trust. Additionally, results of ownership to different Unit holders
will vary from the returns in the above chart depending on the
net asset value of the Trust, which is based on the value of the
underlying Equity Securities on the days such Unit holders bought
and sold (or redeemed) their Units and because the availability
of the Trust will not coincide exactly with the publication and
dissemination of the recommendation report. Of course, any purchaser
of securities, including Units, will have to pay sales charges
or commissions, which will reduce total return. There is, of course,
no assurance that any of the Equity Securities in the Trust will
appreciate in value, and indeed any or all of the Equity Securities
may depreciate in value at any time in the future.
What are Some Additional Considerations for Investors?
Investors should be aware of certain other considerations before
making a decision to invest in the Trust.
Page 15
The value of the Equity Securities will fluctuate over the life
of the Trust and may be more or less than the value at the time
they were deposited in the Trust. The Equity Securities may appreciate
or depreciate in value (or pay dividends) depending on the full
range of economic and market influences affecting these securities,
including the impact of the Sponsor's purchase and sale of the
Equity Securities (especially during the primary offering period
of Units of the Trust and during the Special Redemption and Liquidation
Period) and other factors.
Neither the Sponsor, the Trustee nor Janney Montgomery Scott Inc.
shall be liable in any way for any default, failure or defect
in any Equity Security. In the event of a notice that any Equity
Security will not be delivered ("Failed Contract Obligations")
to the Trust, the Sponsor is authorized under the Indenture to
direct the Trustee to acquire other Equity Securities ("Replacement
Securities"). Any Replacement Security will be identical to those
which were the subject of the failed contract. The Replacement
Securities must be purchased within 20 days after delivery of
the notice of a failed contract and the purchase price may not
exceed the amount of funds reserved for the purchase of the Failed
Contract Obligations.
If the right of limited substitution described in the preceding
paragraphs is not utilized to acquire Replacement Securities in
the event of a failed contract, the Sponsor will refund the sales
charge attributable to such Failed Contract Obligations to all
Unit holders of the Trust and the Trustee will distribute the
principal attributable to such Failed Contract Obligations not
more than 120 days after the date on which the Trustee received
a notice from the Sponsor that a Replacement Security would not
be deposited in the Trust. In addition, Unit holders should be
aware that, at the time of receipt of such principal, they may
not be able to reinvest such proceeds in other securities at a
yield equal to or in excess of the yield which such proceeds would
have earned for Unit holders of the Trust.
The Indenture also authorizes the Sponsor to increase the size
of the Trust and the number of Units thereof by the deposit of
additional Equity Securities in the Trust and the issuance of
a corresponding number of additional Units.
The Trust consists of the Equity Securities listed under "Schedule
of Investments" (or contracts to purchase such Securities) as
may continue to be held from time to time in the Trust and any
additional Equity Securities acquired and held by the Trust pursuant
to the provisions of the Indenture (including provisions with
respect to deposits into the Trust of Equity Securities in connection
with the issuance of additional Units).
Investors should also consider the fact that as a unit investment
trust, the Trust differs from a mutual fund in that in most cases
a mutual fund has a portfolio manager whose responsibility is
to decide on asset allocations (as between cash, equity securities
and debt securities), whether to purchase, sell or hold existing
securities in the portfolio, as well as how to resolve other investment
questions. By contrast, once all of the Equity Securities in the
Trust are acquired, the Trustee will have no power to vary the
investments of the Trust, i.e., the Trustee will have no managerial
power to take advantage of market variations to improve a Unit
holder's investment, and may dispose of Equity Securities only
under limited circumstances. See "How May Equity Securities be
Removed from the Trust?" and "What are Equity Securities?-Risk Factors."
To the best of the Sponsor's knowledge, there is no litigation
pending as of the Initial Date of Deposit in respect of any Equity
Security which might reasonably be expected to have a material
adverse effect on the Trust. At any time after the Initial Date
of Deposit, litigation may be instituted on a variety of grounds
with respect to the Equity Securities. The Sponsor is unable to
predict whether any such litigation will be instituted, or if
instituted, whether such litigation might have a material adverse
effect on the Trust.
Legislation. From time to time Congress considers proposals to
reduce the rate of the dividends-received deductions. 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. Unit holders are urged to consult their own tax advisers.
Further, at any time after the Initial Date of Deposit, legislation
may be enacted, with respect to the Equity Securities in the Trust
or the issuers of the Equity Securities. Changing approaches to
regulation, particularly with respect to the environment, may
have a negative impact on certain companies represented in the
Trust. There can be no assurance that future legislation, regulation
or deregulation will not have a material
Page 16
adverse effect on the Trust or will not impair the ability of
the issuers of the Equity Securities to achieve their business goals.
PUBLIC OFFERING
How is the Public Offering Price Determined?
Units are offered at the Public Offering Price, which is based
on the aggregate underlying value of the Equity Securities in
the Peroni Top Ten Growth Trust, Series 1 (generally determined
by the closing sale prices of listed Equity Securities and the
ask prices of over-the-counter traded Equity Securities) plus
or minus cash, if any, in the Income and Capital Accounts of such
Trust, plus an initial sales charge with respect to the Trust
equal to the difference between the maximum sales charge for the
Trust (2.95% of the Public Offering Price) and the maximum
deferred sales charge ($.1950 per Unit for the Trust)
divided by the amount of Units of the Trust outstanding. Commencing
February 29, 1996, and on the last business day of each month
thereafter, through November 29, 1996, Unit holders will be assessed
a deferred sales charge of $0.0195 per Unit per month. Units purchased
subsequent to the initial deferred sales charge payment will be
subject to the initial sales charge and the remaining deferred
sales charge payments. The deferred sales charge will be paid
from funds in the Capital Account, if sufficient, or from the
periodic sale of Equity Securities. The total maximum sales charge
assessed to Unit holders on a per Unit basis will be 2.95% of
the Public Offering Price (equivalent to 2.980% of the net amount
invested, exclusive of the deferred sales charge).
During the initial offering period, the Sponsor's Repurchase Price
is based on the aggregate underlying value of the Equity Securities
in the Trust, plus or minus cash, if any, in the Income and Capital
Accounts of the Trust divided by the number of Units of the Trust
outstanding. For secondary market sales after the completion of
the initial offering period, the Public Offering Price is also
based on the aggregate underlying value of the Equity Securities
in the Trust, plus or minus cash, if any, in the Income and Capital
Accounts of the Trust, plus an initial sales charge equal to the difference
between the maximum sales charge for the Trust, 2.95% of the Public
Offering Price, and the maximum deferred sales charge and the remaining
deferred sales charge payments, divided by the number of outstanding
Units of the Trust.
The minimum amount an investor may purchase in the Trust is $2,500.
The applicable sales charge of the Peroni Top Ten Growth Trust,
Series 1 for primary market sales is reduced by a discount as
indicated below for volume purchases as a percentage of the Public
Offering Price (except for sales made pursuant to a "wrap fee
account" or similar arrangements as set forth below):
Sales
Number of Units Discount Charge
_______________ ________ _______
5,000 but less than 10,000 0.30% 2.65%
10,000 but less than 15,000 0.65% 2.30%
15,000 or more 0.95% 2.00%
Any such reduced sales charge shall be the responsibility of the
selling Underwriter, broker/dealer, bank or other selling agent.
The reduced sales charge structure will apply on all purchases
of Units in the Trust by the same person on any one day from the
Underwriter, or any broker/dealer, bank or other selling agent.
Additionally, Units purchased in the name of the spouse of a purchaser
or in the name of a child of such purchaser under 21 years of
age will be deemed, for the purposes of calculating the applicable
sales charge, to be additional purchases by the purchaser. The
reduced sales charges will also be applicable to a trustee or
other fiduciary purchasing securities for a single trust estate
or single fiduciary account. The purchaser must inform the Underwriter,
broker/dealer, bank or other selling agent of any such combined
purchase prior to the sale in order to obtain the indicated discount.
In addition, with respect to the employees, officers and directors
(including their immediate family members, defined as spouses,
children, grandchildren, parents, grandparents, siblings, mothers-in-law,
fathers-in-law, sons-in-law and daughters-in-law, and trustees,
custodians or fiduciaries for the benefit of such persons) of
the Sponsor and the Underwriter, broker/dealers, banks or other
selling agents and their subsidiaries will be subject only to
the deferred
Page 17
portion of the sales charge as described above for purchases of
Units during the primary and secondary public offering periods.
Units may be purchased in the primary or secondary market at the
Public Offering Price less the concession the Sponsor typically
allows to dealers and other selling agents for purchases (see
"Public Offering-How are Units Distributed?") by investors who
purchase Units through registered investment advisers, certified
financial planners or registered broker-dealers who in each case
either charge periodic fees for financial planning, investment
advisory or asset management services, or provide such services
in connection with the establishment of an investment account
for which a comprehensive "wrap fee" charge is imposed.
Had the Units of the Trust been available for sale on the business
day prior to the Initial Date of Deposit, the Public Offering
Price would have been as indicated in "Summary of Essential Information."
The Public Offering Price of Units on the date of the prospectus
or during the initial offering period may vary from the amount
stated under "Summary of Essential Information" in accordance
with fluctuations in the prices of the underlying Equity Securities.
During the initial offering period, the aggregate value of the
Units of the Trust shall be determined on the basis of the aggregate
underlying value of the Equity Securities therein plus or minus
cash, if any, in the Income and Capital Accounts of the Trust.
The aggregate underlying value of the Equity Securities will be
determined in the following manner: if the Equity Securities are
listed on a national securities exchange or the NASDAQ National
Market System, this evaluation is generally based on the closing
sale prices on that exchange or that system (unless it is determined
that these prices are inappropriate as a basis for valuation)
or, if there is no closing sale price on that exchange or system,
at the closing ask prices. If the Equity Securities are not so
listed or, if so listed and the principal market therefor is other
than on the exchange, the evaluation shall generally be based
on the current ask prices on the over-the-counter market (unless
it is determined that these prices are inappropriate as a basis
for evaluation). If current ask prices are unavailable, the evaluation
is generally determined (a) on the basis of current ask prices
for comparable securities, (b) by appraising the value of the
Equity Securities on the ask side of the market or (c) by any
combination of the above.
After the completion of the initial offering period, the secondary
market Public Offering Price will be equal to the aggregate underlying
value of the Equity Securities therein, plus or minus cash, if
any, in the Income and Capital Accounts of the Trust plus the
applicable sales charge. The calculation of the aggregate underlying
value of the Equity Securities for secondary market sales is determined
in the same manner as described above for sales made during the
initial offering period with the exception that bid prices are
used instead of ask prices.
Although payment is normally made three business days following
the order for purchase (the "date of settlement"), payment may
be made prior thereto. A person will become owner of Units on
the date of settlement provided payment has been received. Cash,
if any, made available to the Sponsor prior to the date of settlement
for the purchase of Units may be used in the Sponsor's business
and may be deemed to be a benefit to the Sponsor, subject to the
limitations of the Securities Exchange Act of 1934. Delivery of
Certificates representing Units so ordered will be made three
business days following such order or shortly thereafter. See
"Rights of Unit Holders-How May Units be Redeemed?" for information
regarding the ability to redeem Units ordered for purchase.
How are Units Distributed?
During the initial offering period (i) for Units issued on the
Initial Date of Deposit and (ii) for additional Units issued after
such date as additional Equity Securities are deposited by the
Sponsor, Units will be distributed to the public at the then current
Public Offering Price. During such period, the Sponsor may deposit
additional Equity Securities in a Trust and create additional
Units. Units reacquired by the Sponsor during the initial offering
period (at prices based upon the aggregate underlying value of
the Equity Securities in the Trust plus or minus a pro rata share
of cash, if any in the Income and Capital Accounts of the Trust)
may be resold at the then current Public Offering Price. Upon
the termination of the initial offering period, unsold Units
Page 18
created or reacquired during the initial offering period will
be sold or resold at the then current Public Offering Price.
Upon completion of the initial offering, Units repurchased in
the secondary market (see "Will There be a Secondary Market?")
may be offered by this prospectus at the secondary market public
offering price determined in the manner described above.
It is the intention of the Sponsor to qualify Units of the Trust
for sale in a number of states. Sales will be made to dealers
and others at prices which represent a concession or agency commission
of 1.50% of the Public Offering Price for primary and secondary
market sales. However, resales of Units of the Trust by such dealers
and others to the public will be made at the Public Offering Price
described in the prospectus. The Sponsor reserves the right to
change the amount of the concession or agency commission from
time to time. In the event the Sponsor reacquires, or the Trustee
redeems, Units from brokers, dealers and others while a market
is being maintained for such Units, such entities agree to repay
immediately to the Sponsor any such concession or agency commission
relating to such reacquired Units. Certain commercial banks may
be making Units of the Trusts available to their customers on
an agency basis. A portion of the sales charge paid by these customers
is retained by or remitted to the banks in the amounts indicated
above. Under the Glass-Steagall Act, banks are prohibited from
underwriting Trust Units; however, the Glass-Steagall Act does
permit certain agency transactions and the banking regulators
have not indicated that these particular agency transactions are
not permitted under such Act. In Texas and in certain other states,
any banks making Units available must be registered as broker/dealers
under state law.
What are the Sponsor's and Underwriter's Profits?
The Underwriter of the Trust will receive a gross sales commission
equal to a maximum of 2.95% of the Public Offering Price of the
Units (equivalent to 2.980% of the net amount invested), less
any reduced sales charge for quantity purchases as described under
"Public Offering-How is the Public Offering Price Determined?"
See "Underwriting" for information regarding the receipt of the
excess gross sales commissions by the Sponsor from the Underwriter
and additional concessions available to the Underwriter, dealers
and other selling agents. In addition, the Sponsor may be considered
to have realized a profit or to have sustained a loss, as the
case may be, in the amount of any difference between the cost
of the Equity Securities to the Trust (which is based on the Evaluator's
determination of the aggregate offering price of the underlying
Equity Securities of such Trust on the Initial Date of Deposit
as well as on subsequent deposits) and the cost of such Equity
Securities to the Sponsor. See "Underwriting" and Note (2) of
"Schedule of Investments." During the initial offering period,
the Underwriter may realize profits or sustain losses as a result
of fluctuations after the Date of Deposit in the Public Offering
Price received by the Underwriter upon the sale of Units held
in the Underwriter's inventory.
In maintaining a market for the Units, the Sponsor and Underwriter
will also realize profits or sustain losses in the amount of any
difference between the price at which Units are purchased and
the price at which Units are resold (which price includes a sales
charge of 2.95%) or redeemed. The secondary market public offering
price of Units may be greater or less than the cost of such Units
to the Sponsor and Underwriter.
Will There be a Secondary Market?
After the initial offering period, although it is not obligated
to do so, the Sponsor and Underwriter intend to maintain a market
for the Units and continuously offer to purchase Units at prices,
subject to change at any time, based upon the aggregate underlying
value of the Equity Securities in a Trust plus or minus cash,
if any, in the Income and Capital Accounts of such Trust. All
expenses incurred in maintaining a secondary market, other than
the fees of the Evaluator and the costs of the Trustee in transferring
and recording the ownership of Units, will be borne by the Sponsor.
If the supply of Units exceeds demand, or for some other business
reason, the Sponsor may discontinue purchases of Units at such
prices. IF A UNIT HOLDER WISHES TO DISPOSE OF HIS OR HER UNITS,
HE OR SHE SHOULD INQUIRE OF THE SPONSOR OR THE UNDERWRITER AS
TO CURRENT MARKET PRICES PRIOR TO MAKING A TENDER FOR REDEMPTION
TO THE TRUSTEE. Units sold or tendered for redemption prior to such
time as the entire deferred sales charge on such Units has been
collected will be assessed the amount of the remaining deferred
sales charge at the time of sale or redemption.
Page 19
RIGHTS OF UNIT HOLDERS
How is Evidence of Ownership Issued and Transferred?
The Trustee is authorized to treat as the record owner of Units
that person who is registered as such owner on the books of the
Trustee. Ownership of Units may be evidenced by registered certificates
executed by the Trustee and the Sponsor. Delivery of certificates
representing Units ordered for purchase is normally made three
business days following such order or shortly thereafter. Certificates
are transferable by presentation and surrender to the Trustee
properly endorsed or accompanied by a written instrument or instruments
of transfer. Certificates to be redeemed must be properly endorsed
or accompanied by a written instrument or instruments of transfer.
A Unit holder must sign exactly as his or her name appears on
the face of the certificate with signature guaranteed by a participant
in the Securities Transfer Agents Medallion Program ("STAMP")
or such other signature guaranty program in addition to, or in
substitution for, STAMP, as may be accepted by the Trustee. In
certain instances the Trustee may require additional documents
such as, but not limited to, trust instruments, certificates of
death, appointments as executor or administrator or certificates
of corporate authority. Record ownership may occur before settlement.
Certificates will be issued in fully registered form, transferable
only on the books of the Trustee in denominations of one Unit
or any multiple thereof, numbered serially for purposes of identification.
Unit holders may elect to hold their Units in uncertificated (book
entry) form. ONLY UNIT HOLDERS WHO ELECT TO HOLD UNITS IN UNCERTIFICATED
(BOOK ENTRY) FORM ARE ELIGIBLE TO PARTICIPATE AS A ROLLOVER UNIT
HOLDER. The Trustee will maintain an account for each such Unit
holder and will credit each such account with the number of Units
purchased by that Unit holder. Within two business days of the
issuance or transfer of Units held in uncertificated form, the
Trustee will send to the registered owner of Units a written initial
transaction statement containing a description of the Trust; the
number of Units issued or transferred; the name, address and taxpayer
identification number, if any, of the new registered owner; a
notation of any liens and restrictions of the issuer and any adverse
claims to which such Units are or may be subject or a statement
that there are no such liens, restrictions or adverse claims;
and the date the transfer was registered. Uncertificated (book
entry) Units are transferable through the same procedures applicable
to Units evidenced by certificates (described above), except that
no certificate need be presented to the Trustee and no certificate
will be issued upon the transfer unless requested by the Unit
holder. A Unit holder may at any time request the Trustee to issue
certificates for Units.
Although no such charge is now made or contemplated, a Unit holder
may be required to pay $2.00 to the Trustee per certificate reissued
or transferred and to pay any governmental charge that may be
imposed in connection with each such transfer or exchange. For
new certificates issued to replace destroyed, stolen or lost certificates,
the Unit holder may be required to furnish indemnity satisfactory
to the Trustee and pay such expenses as the Trustee may incur.
Mutilated certificates must be surrendered to the Trustee for replacement.
How are Income and Capital Distributed?
The Trustee will distribute any net income received with respect
to any of the securities in the Trust as part of the final liquidation
distribution. See "Summary of Essential Information." Persons
who purchase Units will commence receiving distributions only
after such person becomes a Record Owner. Notification to the
Trustee of the transfer of Units is the responsibility of the
purchaser, but in the normal course of business such notice is
provided by the selling broker-dealer. Proceeds received on the
sale of any Equity Securities in the Trust, to the extent not
used to meet redemptions of Units, pay the deferred sales charge
or pay expenses, will, however, be distributed on the last day
of each month to Unit holders of record on the fifteenth day of
each month if the amount available for distribution equals at
least $0.01 per Unit. The Trustee is not required to pay interest
on funds held in the Capital Account of a Trust (but may itself
earn interest thereon and therefore benefit from the use of such
funds). Notwithstanding, distributions of funds in the Capital
Account, if any, will be made as part of the final liquidation
distribution, and in certain circumstances, earlier. See "What is
the Federal Tax Status of Unit Holders?"
Page 20
It is anticipated that the deferred sales charge will be collected
from the Capital Account and that amounts in the Capital Account
will be sufficient to cover the cost of the deferred sales charge.
However, to the extent that amounts in the Capital Account are
insufficient to satisfy the then current deferred sales charge
obligation, Equity Securities may be sold to meet such shortfall.
Distributions of amounts necessary to pay the deferred portion
of the sales charge will be made to an account designated by the
Sponsor for purposes of satisfying Unit holders' deferred sales
charge obligations.
Under regulations issued by the Internal Revenue Service, the
Trustee is required to withhold a specified percentage of any
distribution made by the Trust if the Trustee has not been furnished
the Unit holder's tax identification number in the manner required
by such regulations. Any amount so withheld is transmitted to
the Internal Revenue Service and may be recovered by the Unit
holder under certain circumstances by contacting the Trustee,
otherwise the amount may be recoverable only when filing a tax
return. Under normal circumstances the Trustee obtains the Unit
holder's tax identification number from the selling broker. However,
a Unit holder should examine his or her statements from the Trustee
to make sure that the Trustee has been provided a certified tax
identification number in order to avoid this possible "back-up
withholding." In the event the Trustee has not been previously
provided such number, one should be provided as soon as possible.
Within a reasonable time after the Trust is terminated, each Unit
holder who is not a Rollover Unit holder will, upon surrender
of his or her Units for redemption, receive (i) the pro rata share
of the amounts realized upon the disposition of Equity Securities,
unless he or she elects an In-Kind Distribution as described below
and (ii) a pro rata share of any other assets of the Trust, less
expenses of such Trust. Not less than 30 days prior to the Mandatory
Termination Date of the Trust the Trustee will provide written
notice thereof to all Unit holders and will include with such
notice a form to enable Unit holders to elect a distribution of
shares of Equity Securities (an "In-Kind Distribution"), if such
Unit holder owns at least 2,500 Units of the Trust, rather than
to receive payment in cash for such Unit holder's pro rata share
of the amounts realized upon the disposition by the Trustee of
Equity Securities. An In-Kind Distribution will be reduced by
customary transfer and registration charges. To be effective,
the election form, together with surrendered certificates and
other documentation required by the Trustee, must be returned
to the Trustee at least five business days prior to the Mandatory
Termination Date of the Trust. Unit holders requesting an In-Kind
Distribution will receive cash in lieu of fractional shares of
the Equity Securities. A Unit holder receiving an In-Kind Distribution
may, of course, at any time after the Equity Securities are distributed
to him or her by the Trust, sell all or a portion of the Equity Securities.
The Trustee will credit to the Income Account of the Trust any
dividends received on the Equity Securities therein. All other
receipts (e.g., return of capital, etc.) are credited to the Capital
Account of the Trust.
The Trustee may establish reserves (the "Reserve Account") within
the Trust for state and local taxes, if any, and any governmental
charges payable out of the Trust.
What Reports will Unit Holders Receive?
The Trustee shall furnish Unit holders in connection with each
distribution a statement of the amount of income, if any, and
the amount of other receipts, if any, which are being distributed,
expressed in each case as a dollar amount per Unit. Within a reasonable
period of time after the end of each calendar year, the Trustee
shall furnish to each person who at any time during the calendar
year was a Unit holder of a Trust the following information in
reasonable detail: (1) a summary of transactions in such Trust
for such year; (2) any Equity Securities sold during the year
and the Equity Securities held at the end of such year by such
Trust; (3) the redemption price per Unit based upon a computation
thereof on the 31st day of December of such year (or the last
business day prior thereto); and (4) amounts of income and capital
distributed during such year.
In order to comply with Federal and state tax reporting requirements,
Unit holders will be furnished, upon request to the Trustee, evaluations
of the Securities in the Trust furnished to it by the Evaluator.
Page 21
How May Units be Redeemed?
A Unit holder may redeem all or a portion of his or her Units
by tender to the Trustee at its corporate trust office in the
City of New York of the certificates representing the Units to
be redeemed, or in the case of uncertificated Units, delivery
of a request for redemption, duly endorsed or accompanied by proper
instruments of transfer with signature guaranteed as explained
above (or by providing satisfactory indemnity, as in connection
with lost, stolen or destroyed certificates), and payment of applicable
governmental charges, if any. No redemption fee will be charged.
On the third business day following such tender, the Unit holder
will be entitled to receive in cash an amount for each Unit equal
to the Redemption Price per Unit next computed after receipt by
the Trustee of such tender of Units. The "date of tender" is deemed
to be the date on which Units are received by the Trustee (if
such day is a day in which the New York Stock Exchange is open
for trading), except that as regards Units received after 4:00
p.m. eastern time, the date of tender is the next day on which
the New York Stock Exchange is open for trading and such Units
will be deemed to have been tendered to the Trustee on such day
for redemption at the redemption price computed on that day. Units
so redeemed shall be cancelled.
Any Unit holder tendering 2,500 Units or more of the Trust for
redemption may request by written notice submitted at the time
of tender from the Trustee in lieu of a cash redemption a distribution
of shares of Equity Securities in an amount and value of Equity
Securities per Unit equal to the Redemption Price Per Unit as
determined as of the evaluation next following tender. To the
extent possible, in-kind distributions ("In-Kind Distributions")
shall be made by the Trustee through the distribution of each
of the Equity Securities in book-entry form to the account of
the Unit holder's bank or broker-dealer at the Depository Trust
Company. An In-Kind Distribution will be reduced by customary
transfer and registration charges. The tendering Unit holder will
receive his or her pro rata number of whole shares of each of
the Equity Securities comprising a portfolio and cash from the
Capital Account equal to the fractional shares to which the tendering
Unit holder is entitled. The Trustee may adjust the number of
shares of any issue of Equity Securities included in a Unit holder's
In-Kind Distribution to facilitate the distribution of whole shares,
such adjustment to be made on the basis of the value of Equity
Securities on the date of tender. If funds in the Capital Account
are insufficient to cover the required cash distribution to the
tendering Unit holder, the Trustee may sell Equity Securities
in the manner described above.
Under regulations issued by the Internal Revenue Service, the
Trustee is required to withhold a specified percentage of the
principal amount of a Unit redemption if the Trustee has not been
furnished the redeeming Unit holder's tax identification number
in the manner required by such regulations. Any amount so withheld
is transmitted to the Internal Revenue Service and may be recovered
by the Unit holder only when filing a tax return. Under normal
circumstances the Trustee obtains the Unit holder's tax identification
number from the selling broker. However, any time a Unit holder
elects to tender Units for redemption, such Unit holder should
make sure that the Trustee has been provided a certified tax identification
number in order to avoid this possible "back-up withholding."
In the event the Trustee has not been previously provided such
number, one must be provided at the time redemption is requested.
Any amounts paid on redemption representing income shall be withdrawn
from the Income Account of the Trust to the extent that funds
are available for such purpose, or from the Capital Account. All
other amounts paid on redemption shall be withdrawn from the Capital
Account of the Trust.
The Trustee is empowered to sell Equity Securities of the Trust
in order to make funds available for redemption. To the extent
that Equity Securities are sold, the size of the Trust will be
and the diversity of the Trust may be reduced. Such sales may
be required at a time when Equity Securities would not otherwise
be sold and might result in lower prices than might otherwise
be realized.
The Redemption Price per Unit and the Public Offering Price per
Unit (which includes the sales charge) during the initial offering
period (as well as the secondary market Public Offering Price)
will be determined on the basis of the aggregate underlying value
of the Equity Securities in the Trust plus or minus cash, if any,
in the Income and Capital Accounts of the Trust. The Redemption
Price per Unit is the pro rata share of each Unit determined by
the Trustee by adding: (1) the cash on hand in the Trust other
than cash deposited in the Trust
Page 22
to purchase Equity Securities not applied to the purchase of such
Equity Securities; (2) the aggregate value of the Equity Securities
(including "when issued" contracts, if any) held in the Trust,
as determined by the Evaluator on the basis of the aggregate underlying
value of the Equity Securities in the Trust next computed; and
(3) dividends receivable on the Equity Securities trading ex-dividend
as of the date of computation; and deducting therefrom: (1) amounts
representing any applicable taxes or governmental charges payable
out of the Trust; (2) any amounts owing to the Trustee for its
advances; (3) an amount representing estimated accrued expenses
of the Trust, including but not limited to fees and expenses of
the Trustee (including legal fees), the Evaluator and supervisory
fees, if any; (4) cash held for distribution to Unit holders of
record of the Trust as of the business day prior to the evaluation
being made; and (5) other liabilities incurred by the Trust; and
finally dividing the results of such computation by the number
of Units of the Trust outstanding as of the date thereof. The
Redemption Price per Unit will be assessed the amount, if any,
of the remaining deferred sales charge at the time of redemption.
The aggregate value of the Equity Securities will be determined
in the following manner: if the Equity Securities are listed on
a national securities exchange or the NASDAQ National Market System,
this evaluation is generally based on the closing sale prices
on that exchange or that system (unless it is determined that
these prices are inappropriate as a basis for valuation) or, if
there is no closing sale price on that exchange or system, at
the closing bid prices. If the Equity Securities are not so listed
or, if so listed and the principal market therefore is other than
on the exchange, the evaluation shall generally be based on the
current bid prices on the over-the-counter market (unless these
prices are inappropriate as a basis for evaluation). If current
bid prices are unavailable, the evaluation is generally determined
(a) on the basis of current bid prices for comparable securities,
(b) by appraising the value of the Equity Securities on the bid
side of the market or (c) by any combination of the above.
The right of redemption may be suspended and payment postponed
for any period during which the New York Stock Exchange is closed,
other than for customary weekend and holiday closings, or during
which the Securities and Exchange Commission determines that trading
on the New York Stock Exchange is restricted or any emergency
exists, as a result of which disposal or evaluation of the Securities
is not reasonably practicable, or for such other periods as the
Securities and Exchange Commission may by order permit. Under
certain extreme circumstances, the Sponsor may apply to the Securities
and Exchange Commission for an order permitting a full or partial
suspension of the right of Unit holders to redeem their Units.
The Trustee is not liable to any person in any way for any loss
or damage which may result from any such suspension or postponement.
Special Redemption, Liquidation and Investment in a New Trust
If the 1996 Trust is offered to investors, a special redemption
and liquidation will be made of all Units of the Trust held by
any Unit holder (a "Rollover Unit holder") who affirmatively notifies
the Trustee in writing that he or she so desires by the Rollover
Notification Date specified in the "Summary of Essential Information."
All Units of Rollover Unit holders will be redeemed In-Kind during
the Special Redemption and Liquidation Period and the underlying
Equity Securities will be distributed to the Distribution Agent
on behalf of the Rollover Unit holders. During the Special Redemption
and Liquidation Period (as set forth in "Summary of Essential
Information"), the Distribution Agent will be required to sell
all of the underlying Equity Securities on behalf of Rollover
Unit holders. The sales proceeds will be net of brokerage fees,
governmental charges or any expenses involved in the sales.
The Distribution Agent will engage the Sponsor as its agent to
sell the distributed Equity Securities. The Sponsor will attempt
to sell the Equity Securities as quickly as is practicable during
the Special Redemption and Liquidation Period. The Sponsor does
not anticipate that the period will be longer than ten business
days, and it could be as short as one day, given that the Equity
Securities are usually highly liquid. The liquidity of any Equity
Security depends on the daily trading volume of the Equity 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 Equity Securities:
for highly liquid Equity Securities, the Sponsor will generally
sell Equity Securities on the
Page 23
first day of the Special Redemption and Liquidation Period; for
less liquid Equity Securities, on each of the first two days of
the Special Redemption and Liquidation Period, the Sponsor will
generally sell any amount of any underlying Equity Securities
at a price no less than 1/2 of one point under the closing sale
price of those Equity Securities on the preceding day. Thereafter,
the Sponsor intends to sell without any price restrictions at
least a portion of the remaining underlying Equity Securities,
the numerator of which is one and the denominator of which is
the total number of days remaining (including that day) in the
Special Redemption and Liquidation Period.
The Rollover Unit holders' proceeds will be invested in the next
new series of the Peroni Top Ten Growth Trust (the "1996 Trust")
created in conjunction with the termination of this series of
the Peroni Top Ten Growth Trust, if then registered in the Unit
holder's state and being offered, the portfolio of which is expected
to contain equity securities. The proceeds of redemption available
on each day will be used to buy 1996 Trust Units as the proceeds
become available at the Public Offering Price of the 1996 Trust,
including a reduced sales charge per Unit. Units purchased other
than with redemption proceeds will be subject to the full sales
charge.
The Sponsor intends to create 1996 Trust Units as quickly as possible,
dependent upon the availability and reasonably favorable prices
of the equity securities included in the 1996 Trust portfolio,
and it is intended that Rollover Unit holders will be given first
priority to purchase the 1996 Trust Units. There can be no assurance,
however, that the 1996 Trust will be created, or if created, as
to the exact timing of the creation of the 1996 Trust Units or
the aggregate number of 1996 Trust Units which the Sponsor will
create. The Sponsor may, in its sole discretion, stop creating
new Units (whether permanently or temporarily) at any time it
chooses, regardless of whether all proceeds of the Special Redemption
and Liquidation have been invested on behalf of Rollover Unit
holders. Cash which has not been invested on behalf of the Rollover
Unit holders in 1996 Trust Units will be distributed within a
reasonable time after such occurrence. However, since the Sponsor
can create Units, the Sponsor anticipates that sufficient Units
can be created, although moneys in the 1996 Trust may not be fully
invested on the next business day.
Any Rollover Unit holder may thus be redeemed out of the Trust
and become a holder of an entirely different Trust, the 1996 Trust,
with a different portfolio of equity securities. The Rollover
Unit holders' Units will be redeemed In-Kind and the distributed
Equity Securities shall be sold during the Special Redemption
and Liquidation Period. In accordance with the Rollover Unit holders'
offer to purchase the 1996 Trust Units, the proceeds of the sales
(and any other cash distributed upon redemption) will be invested
in the 1996 Trust, at the public offering price, including a reduced
sales charge per Unit.
This process of redemption, liquidation, and investment in a new
Trust is intended to allow for the fact that the portfolios selected
are chosen on the basis of growth and income potential only for
a year, at which point a new portfolio is chosen. It is contemplated
that a similar process of redemption, liquidation and investment
in a new trust will be available for the 1996 Trust and each subsequent
series of the Trust, approximately a year after that Series' creation.
However, there is no assurance that any such subsequent series
of the Trust will be offered.
The Sponsor believes that the gradual redemption, liquidation
and investment in the Trust will help mitigate any negative market
price consequences stemming from the trading of large volumes
of securities and of the underlying Equity Securities in the Trust
in a short, publicized period of time. The above procedures may,
however, be insufficient or unsuccessful in avoiding such price
consequences. In fact, market price trends may make it advantageous
to sell or buy more quickly or more slowly than permitted by these
procedures. Rollover Unit holders could then receive a less favorable
average Unit price than if they bought all their Units of the
Trust on any given day of the period.
It should also be noted that Rollover Unit holders may realize
taxable capital gains on the Special Redemption and Liquidation
but, in certain unlikely circumstances, will not be entitled to
a deduction for certain capital losses and, due to the procedures
for investing in the 1996 Trust, no cash would be distributed
at that time to pay any taxes. Included in the cash for the Special
Redemption and Liquidation may be an amount of cash attributable
to the distribution of dividend income; accordingly, Rollover
Unit holders also will not have cash distributed to pay any taxes.
See "What is the Federal Tax Status of Unit holders?"
Page 24
In addition, during this period a Unit holder will be at risk
to the extent that Equity Securities are not sold and will not
have the benefit of any stock appreciation to the extent that
moneys have not been invested; for this reason, the Sponsor will
be inclined to sell and purchase the Equity Securities in as short
a period as they can without materially adversely affecting the
price of the Equity Securities.
Unit holders who do not inform the Distribution Agent that they
wish to have their Units so redeemed and liquidated ("Remaining
Unit holders") will continue to hold Units of the Trust as described
in this Prospectus until the Trust is terminated or until the
Mandatory Termination Date listed in the Summary of Essential
Information, whichever occurs first. These Remaining Unit holders
will not realize capital gains or losses due to the Special Redemption
and Liquidation, and will not be charged any additional sales
charge. If a large percentage of Unit holders become Rollover
Unit holders, the aggregate size of the Trust will be sharply
reduced. As a consequence, expenses, if any, in excess of the
amount to be borne by the Trustee would constitute a higher percentage
amount per Unit than prior to the Special Redemption, Liquidation
and Investment in the 1996 Trust. The Trust might also be reduced
below the Discretionary Liquidation Amount listed in the Summary
of Essential Information because of the lesser number of Units
in the Trust, and possibly also due to a value reduction, however
temporary, in Units caused by the Sponsor's sales of Equity Securities;
if so, the Sponsor could then choose to liquidate the Trust without
the consent of the remaining Unit holders. See "How May the Indenture
be Amended or Terminated?" The Equity Securities remaining in
the Trust after the Special Redemption and Liquidation Period
will be sold by the Sponsor as quickly as possible without, in
its judgment, materially adversely affecting the market price
of the Equity Securities.
The Sponsor may for any reason, in its sole discretion, decide
not to sponsor the 1996 Trust or any subsequent series of the
Trust, without penalty or incurring liability to any Unit holder.
If the Sponsor so decides, the Sponsor shall notify the Unit holders
before the Special Redemption and Liquidation Period would have
commenced. All Unit holders will then be remaining Unit holders,
with rights to ordinary redemption as before. See "How May Units
be Redeemed?" The Sponsor may modify the terms of the 1996 Trust
or any subsequent series of the Trust. The Sponsor may also modify,
suspend or terminate the Rollover Option upon notice to the Unit
holders of such amendment at least 60 days prior to the effective
date of such amendment.
How May Units be Purchased by the Sponsor?
The Trustee shall notify the Sponsor of any tender of Units for
redemption. If the Sponsor's bid in the secondary market at that
time equals or exceeds the Redemption Price per Unit, it may purchase
such Units by notifying the Trustee before 1:00 p.m. eastern time
on the same business day and by making payment therefor to the
Unit holder not later than the day on which the Units would otherwise
have been redeemed by the Trustee. Units held by the Sponsor may
be tendered to the Trustee for redemption as any other Units.
In the event the Sponsor does not purchase Units, the Trustee
may sell Units tendered for redemption in the over-the-counter
market, if any, as long as the amount to be received by the Unit
holder is equal to the amount he or she would have received on
redemption of the Units.
The offering price of any Units acquired by the Sponsor will be
in accord with the Public Offering Price described in the then
effective prospectus describing such Units. Any profit or loss
resulting from the resale or redemption of such Units will belong
to the Sponsor.
How May Equity Securities be Removed from the Trust?
The Portfolio of the Trust is not "managed" by the Sponsor, the
Trustee, Janney Montgomery Scott Inc. or Mr. Peroni. Their respective
activities described herein are governed solely by the provisions
of the Indenture. The Indenture provides that the Sponsor may
(but need not) direct the Trustee to dispose of an Equity Security
in the event that an issuer defaults in the payment of a dividend
that has been declared, that any action or proceeding has been
instituted restraining the payment of dividends or there exists
any legal question or impediment affecting such Equity Security,
that the issuer of the Equity Security has breached a covenant
which would affect the payments of dividends, the credit standing
of the issuer or otherwise impair the sound investment character
of the Equity Security, that the issuer has defaulted on the payment
on any other
Page 25
of its outstanding obligations, that the price of the Equity Security
has declined to such an extent or other such credit factors exist
so that in the opinion of the Sponsor, the retention of such Equity
Securities would be detrimental to the Trust. Except as stated
under "Portfolio-What are Some Additional Considerations for Investors?"
for Failed Obligations, the acquisition by the Trust of any securities
or other property other than the Equity Securities is prohibited.
Pursuant to the Indenture and with limited exceptions, the Trustee
may sell any securities or other property acquired in exchange
for Equity Securities such as those acquired in connection with
a merger or other transaction. If offered such new or exchanged
securities or property, the Trustee shall reject the offer. However,
in the event such securities or property are nonetheless acquired
by the Trust, they may be accepted for deposit in the Trust and
either sold by the Trustee or held in the Trust pursuant to the
direction of the Sponsor (who may rely on the advice of the Portfolio
Supervisor). Proceeds from the sale of Equity Securities by the
Trustee are credited to the Capital Account of the Trust for distribution
to Unit holders or to meet redemptions.
The Trustee may also sell Equity Securities designated by the
Sponsor, or if not so directed, in its own discretion, for the
purpose of redeeming Units of a Trust tendered for redemption
and the payment of expenses.
The Sponsor, in designating Equity Securities to be sold by the
Trustee, will generally make selections in order to maintain,
to the extent practicable, the proportionate relationship among
the number of shares of individual issues of Equity Securities.
To the extent this is not practicable, the composition and diversity
of the Equity Securities may be altered. In order to obtain the
best price for the Trust, it may be necessary for the Sponsor
to specify minimum amounts (generally 100 shares) in which blocks
of Equity Securities are to be sold.
INFORMATION AS TO UNDERWRITER, SPONSOR, TRUSTEE AND EVALUATOR
Who is the Underwriter?
Janney Montgomery Scott Inc., the Underwriter, is a full service
securities firm headquartered at 1801 Market Street, Philadelphia,
Pennsylvania 19103. A wholly-owned subsidiary of the Penn Mutual
Life Insurance Company, Janney Montgomery Scott Inc. has more
than 45 offices located throughout the northeastern part of the
United States. The Underwriter is a member of the New York Stock
Exchange and other major exchanges, the National Association of
Securities Dealers, Inc. and Securities Investors Protection Corporation.
Who is the Sponsor?
Nike Securities L.P., the Sponsor, specializes in the underwriting,
trading and distribution of unit investment trusts and other securities.
Nike Securities L.P., an Illinois limited partnership formed in
1991, acts as Sponsor for successive series of The First Trust
Combined Series, The First Trust Special Situations Trust, The
First Trust Insured Corporate Trust, The First Trust of Insured
Municipal Bonds, The First Trust GNMA, Templeton Growth and Treasury
Trust, Templeton Foreign Fund & U.S. Treasury Securities Trust
and The Advantage Growth and Treasury Securities Trust. First
Trust introduced the first insured unit investment trust in 1974
and to date more than $9 billion in First Trust unit investment
trusts have been deposited. The Sponsor's employees include a
team of professionals with many years of experience in the unit
investment trust industry. The Sponsor is a member of the National
Association of Securities Dealers, Inc. and Securities Investor
Protection Corporation and has its principal offices at 1001 Warrenville
Road, Lisle, Illinois 60532; telephone number (708) 241-4141.
As of December 31, 1994, the total partners' capital of Nike Securities
L.P. was $10,863,058 (audited). (This paragraph relates only to
the Sponsor and not to the Trusts or to any series thereof or
to any other Underwriter. The information is included herein only
for the purpose of informing investors as to the financial responsibility
of the Sponsor and its ability to carry out its contractual obligations.
More detailed financial information will be made available by
the Sponsor upon request.)
Page 26
Who is the Trustee?
The Trustee is The Chase Manhattan Bank (National Association),
a national banking association with its principal executive office
located at 1 Chase Manhattan Plaza, New York, New York 10081 and
its unit investment trust office at 770 Broadway, New York, New
York 10003. Unit holders who have questions regarding the Trusts
may call the Customer Service Help Line at 1-800-682-7520. The
Trustee is subject to supervision by the Comptroller of the Currency,
the Federal Deposit Insurance Corporation and the Board of Governors
of the Federal Reserve System.
The Trustee, whose duties are ministerial in nature, has not participated
in the selection of the Equity Securities. For information relating
to the responsibilities of the Trustee under the Indenture, reference
is made to the material set forth under "Rights of Unit Holders."
The Trustee and any successor trustee may resign by executing
an instrument in writing and filing the same with the Sponsor
and mailing a copy of a notice of resignation to all Unit holders.
Upon receipt of such notice, the Sponsor is obligated to appoint
a successor trustee promptly. If the Trustee becomes incapable
of acting or becomes bankrupt or its affairs are taken over by
public authorities, the Sponsor may remove the Trustee and appoint
a successor as provided in the Indenture. If upon resignation
of a trustee no successor has accepted the appointment within
30 days after notification, the retiring trustee may apply to
a court of competent jurisdiction for the appointment of a successor.
The resignation or removal of a trustee becomes effective only
when the successor trustee accepts its appointment as such or
when a court of competent jurisdiction appoints a successor trustee.
Any corporation into which a Trustee may be merged or with which
it may be consolidated, or any corporation resulting from any
merger or consolidation to which a Trustee shall be a party, shall
be the successor Trustee. The Trustee must be a banking corporation
organized under the laws of the United States or any State and
having at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
Limitations on Liabilities of Sponsor and Trustee
The Sponsor and the Trustee shall be under no liability to Unit
holders for taking any action or for refraining from taking any
action in good faith pursuant to the Indenture, or for errors
in judgment, but shall be liable only for their own willful misfeasance,
bad faith, gross negligence (ordinary negligence in the case of
the Trustee) or reckless disregard of their obligations and duties.
The Trustee shall not be liable for depreciation or loss incurred
by reason of the sale by the Trustee of any of the Equity Securities.
In the event of the failure of the Sponsor to act under the Indenture,
the Trustee may act thereunder and shall not be liable for any
action taken by it in good faith under the Indenture.
The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Equity Securities or
upon the interest thereon or upon it as Trustee under the Indenture
or upon or in respect of a Trust which the Trustee may be required
to pay under any present or future law of the United States of
America or of any other taxing authority having jurisdiction.
In addition, the Indenture contains other customary provisions
limiting the liability of the Trustee.
If the Sponsor shall fail to perform any of its duties under the
Indenture or becomes incapable of acting or becomes bankrupt or
its affairs are taken over by public authorities, then the Trustee
may (a) appoint a successor Sponsor at rates of compensation deemed
by the Trustee to be reasonable and not exceeding amounts prescribed
by the Securities and Exchange Commission, or (b) terminate the
Indenture and liquidate the Trust as provided herein, or (c) continue
to act as Trustee without terminating the Indenture.
Who is the Evaluator?
The Evaluator is FT Evaluators L.P., an Illinois limited partnership
formed in 1994 and an affiliate of the Sponsor. The Evaluator's
address is 1001 Warrenville Road, Lisle, Illinois 60532. The Evaluator
may resign or may be removed by the Sponsor and the Trustee, in
which event the Sponsor and the Trustee are to use their best
efforts to appoint a satisfactory successor. Such resignation
or removal shall become effective upon the acceptance of appointment
by the successor Evaluator. If upon resignation of the Evaluator
no successor has accepted appointment within 30 days after notice
of resignation, the Evaluator may apply to a court of competent
jurisdiction for the appointment of a successor.
Page 27
The Trustee, Sponsor and Unit holders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for
the accuracy thereof. Determinations by the Evaluator under the
Indenture shall be made in good faith upon the basis of the best
information available to it, provided, however, that the Evaluator
shall be under no liability to the Trustee, Sponsor or Unit holders
for errors in judgment. This provision shall not protect the Evaluator
in any case of willful misfeasance, bad faith, gross negligence
or reckless disregard of its obligations and duties.
OTHER INFORMATION
How May the Indenture be Amended or Terminated?
The Sponsor and the Trustee have the power to amend the Indenture
without the consent of any of the Unit holders when such an amendment
is (1) to cure any ambiguity or to correct or supplement any provision
of the Indenture which may be defective or inconsistent with any
other provision contained therein, or (2) to make such other provisions
as shall not adversely affect the interest of the Unit holders
(as determined in good faith by the Sponsor and the Trustee).
The Indenture provides that the Trust shall terminate upon the
Mandatory Termination Date indicated herein under "Summary of
Essential Information." The Trust may be liquidated at any time
by consent of 100% of the Unit holders of the Trust or by the
Trustee when the value of the Equity Securities owned by such
Trust as shown by any evaluation, is less than the lower of $2,000,000
or 20% of the total value of Equity Securities deposited in the
Trust during the primary offering period, or in the event that
Units of the Trust not yet sold aggregating more than 60% of the
Units of the Trust are tendered for redemption by the Underwriter,
including the Sponsor. If the Trust is liquidated because of the
redemption of unsold Units of the Trust by the Underwriter, the
Sponsor will refund to each purchaser of Units of the Trust the
entire sales charge paid by such purchaser. In the event of termination,
written notice thereof will be sent by the Trustee to all Unit
holders of the Trust. Within a reasonable period after termination,
the Trustee will follow the procedures set forth under "How are
Income and Capital Distributed?" Also, because of the Special
Redemption and Liquidation in a New Trust, there is a possibility
that the Trust may be reduced below the Discretionary Liquidation
Amount and that the Trust could therefore be terminated at that
time before the Mandatory Termination Date of the Trust.
Commencing on the Mandatory Termination Date, Equity Securities
will begin to be sold in connection with the termination of the
Trust. The Sponsor will determine the manner, timing and execution
of the sale of the Equity Securities. Written notice of any termination
of the Trust specifying the time or times at which Unit holders
may surrender their certificates for cancellation shall be given
by the Trustee to each Unit holder at his or her address appearing
on the registration books of the Trust maintained by the Trustee.
At least 30 days prior to the Mandatory Termination Date of the
Trust the Trustee will provide written notice thereof to all Unit
holders and will include with such notice a form to enable Unit
holders to elect a distribution of shares of Equity Securities
(reduced by customary transfer and registration charges), if such
Unit holder owns at least 2,500 Units of the Trust, rather than
to receive payment in cash for such Unit holder's pro rata share
of the amounts realized upon the disposition by the Trustee of
Equity Securities. To be effective, the election form, together
with surrendered certificates and other documentation required
by the Trustee, must be returned to the Trustee at least five
business days prior to the Mandatory Termination Date of the Trust.
Qualifying Unit holders requesting an In-Kind Distribution will
receive cash in lieu of fractional shares of the Equity Securities.
Unit holders not electing a distribution of shares of Equity Securities
and who do not elect the Rollover Option will receive a cash distribution
from the sale of the remaining Equity Securities within a reasonable
time after the Trust is terminated. Regardless of the distribution
involved, the Trustee will deduct from the funds of the Trust
any accrued costs, expenses, advances or indemnities provided
by the Trust Agreement, including estimated compensation of the
Trustee and costs of liquidation and any amounts required as a
reserve to provide for payment of any applicable taxes or other
governmental charges. Any sale of Equity Securities in the Trust
upon termination may result in a lower amount than might otherwise
be realized if such
Page 28
sale were not required at such time. The Trustee will then distribute
to each Unit holder his or her pro rata share of the balance of
the Income and Capital Accounts.
Legal Opinions
The legality of the Units offered hereby and certain matters relating
to Federal tax law have been passed upon by Chapman and Cutler,
111 West Monroe Street, Chicago, Illinois 60603, as counsel for
the Sponsor. Carter, Ledyard & Milburn, will act as counsel for
the Trustee and as special New York tax counsel for the Trust.
Certain matters will be passed upon on behalf of Janney Montgomery
Scott Inc. by Mesirov, Gelman, Jaffe, Cramer & Jamieson, 1735
Market Street, 38th Floor, Philadelphia, Pennsylvania 19103.
Experts
The statement of net assets, including the schedule of investments,
of the Trust at the opening of business on the Initial Date of
Deposit appearing in this Prospectus and Registration Statement
has been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon appearing elsewhere herein and
in the Registration Statement, and is included in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.
UNDERWRITING
The Underwriter named below has purchased Units in the following amount:
<TABLE>
<CAPTION>
Number of
Name Address Units
____ _______ _________
<S> <C> <C>
Underwriter
Janney Montgomery Scott Inc. 1801 Market Street, 11th Floor, Philadelphia, PA 19103 15,000
========
</TABLE>
On the Initial Date of Deposit, the Underwriter of the Trust became
the owner of the Units of the Trust and entitled to the benefits
thereof, as well as the risks inherent therein.
The Underwriter Agreement provides that a public offering of the
Units of the Trust will be made at the Public Offering Price described
in the Prospectus. Units may also be sold to or through dealers
and others during the initial offering period and in the secondary
market at prices representing a concession or agency commission
as described in "Public Offering-How are Units Distributed?"
The Underwriter has agreed to underwrite additional Units of the
Trust as they become available. The Sponsor will receive from
the Underwriter 0.95% of the Public Offering Price per Unit.
From time to time the Sponsor may implement programs under which
the Underwriter and dealers of the Trust may receive nominal awards
from the Sponsor for each of their registered representatives
who have sold a minimum number of UIT Units during a specified
time period. In addition, at various times the Sponsor may implement
other programs under which the sales force of the Underwriter
or dealers may be eligible to win other nominal awards for certain
sales efforts, or under which the Sponsor will reallow to any
such Underwriter or dealer that sponsors sales contests or recognition
programs conforming to criteria established by the Sponsor, or
participates in sales programs sponsored by Sponsor, an amount
not exceeding the total applicable sales charges on the sales
generated by such person at the public offering price during such
programs. Also, the Sponsor in its discretion may from time to
time pursuant to objective criteria established by the Sponsor
pay fees to the Underwriter or qualifying dealers for certain
services or activities which are primarily intended to result
in sales of Units of the Trust. Such payments are made by the
Sponsor out of its own assets, and not out of the assets of the
Trust. These programs will not change the price Unit holders pay
for their Units or the amount that the Trust will receive from
the Units sold.
The Sponsor may from time to time in its advertising and sales
materials compare the then current estimated returns on the Trust
and returns over specified periods on other similar Trusts sponsored
by Nike Securities L.P. with returns on other taxable investments
such as the common stocks comprising the Dow Jones Industrial
Average, corporate or U.S. Government bonds, bank CDs and money
market accounts or money market funds, each of which has investment
characteristics that may differ from those of the Trust. U.S.
Government bonds, for example, are backed by the full faith and
credit of the U.S. Government and bank CDs and money market accounts
are insured by an agency of the federal government. Money market accounts
Page 29
and money market funds provide stability of principal, but pay
interest at rates that vary with the condition of the short-term
debt market. The investment characteristics of the Trust are described
more fully elsewhere in this Prospectus.
Information on percentage changes in the dollar value of Units,
on the basis of changes in Unit price may be included from time
to time in advertisements, sales literature, reports and other
information furnished to current or prospective Unit holders.
Total return figures are not averaged, and may not reflect deduction
of the sales charge, which would decrease the return. Average
annualized return figures reflect deduction of the maximum sales
charge. No provision is made for any income taxes payable.
Past performance may not be indicative of future results. The
Trust's portfolio is not managed. Unit price and return fluctuate
with the value of the common stocks in the Trust's portfolio,
so there may be a gain or loss when Units are sold.
Trust performance may be compared to performance on a total return
basis of the Dow Jones Industrial Average, the S&P 500 Composite
Price Stock Index, or performance data from Lipper Analytical
Services, Inc. and Morningstar Publications, Inc. or from publications
such as Money, The New York Times, U.S. News and World Report,
Business Week, Forbes or Fortune. As with other performance data,
performance comparisons should not be considered representative
of the Trust's relative performance for any future period.
Page 30
REPORT OF INDEPENDENT AUDITORS
The Sponsor, Nike Securities L.P., and Unit Holders
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 130
We have audited the accompanying statement of net assets, including
the schedule of investments, of The First Trust Special Situations
Trust, Series 130, comprised of Peroni Top Ten Growth Trust, Series
1, as of the opening of business on December 5, 1995. This statement
of net assets is the responsibility of the Trust's Sponsor. Our
responsibility is to express an opinion on this statement of net
assets based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the statement
of net assets is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of net assets. Our procedures included
confirmation of the letter of credit held by the Trustee and deposited
in the Trust on December 5, 1995. An audit also includes assessing
the accounting principles used and significant estimates made
by the Sponsor, as well as evaluating the overall presentation
of the statement of net assets. We believe that our audit of the
statement of net assets provides a reasonable basis for our opinion.
In our opinion, the statement of net assets referred to above
presents fairly, in all material respects, the financial position
of The First Trust Special Situations Trust, Series 130, comprised
of Peroni Top Ten Growth Trust, Series 1, at the opening of business
on December 5, 1995 in conformity with generally accepted accounting
principles.
ERNST & YOUNG LLP
Chicago, Illinois
December 5, 1995
Page 31
Statement of Net Assets
Peroni Top Ten Growth Trust, Series 1
The First Trust Special Situations Trust, Series 130
At the Opening of Business on the Initial Date of Deposit
December 5, 1995
<TABLE>
<CAPTION>
NET ASSETS
<S> <C>
Investment in Equity Securities represented by purchase
contracts (1) (2) $ 148,580
Organizational and offering costs (3) 35,000
__________
183,580
Less accrued organizational and offering costs (3) (35,000)
Less liability for deferred sales charge (4) (2,925)
__________
Net assets 145,655
==========
Units outstanding 15,000
</TABLE>
<TABLE>
<CAPTION>
ANALYSIS OF NET ASSETS
<S> <C>
Cost to investors (5) $ 150,082
Less sales charge (5) (4,427)
__________
Net assets $ 145,655
==========
</TABLE>
[FN]
NOTES TO STATEMENT OF NET ASSETS
(1) Aggregate cost of the Equity Securities listed under "Schedule
of Investments" is based on their aggregate underlying value.
(2) An irrevocable letter of credit totaling $200,000 issued
by Bankers Trust Company has been deposited with the Trustee as
collateral, covering the monies necessary for the purchase of
the Equity Securities pursuant to purchase contracts for such
Equity Securities.
(3) The Trust will bear all or a portion of its estimated organizational
and offering costs which will be deferred and charged off over
a period not to exceed one year from the Initial Date of Deposit.
The estimated organizational and offering costs are based on 2,000,000
Units of the Trust expected to be issued. To the extent the number
of Units issued is larger or smaller, the estimate will vary.
(4) Represents the amount of mandatory distributions from the
Trust ($.1950 per Unit), payable to the Sponsor in ten equal monthly
installments beginning on February 29, 1996, and on the last business
day of each month thereafter through November 29, 1996. If Units
are redeemed prior to November 29, 1996, the remaining amount
of the deferred sales charge applicable to such Units will be
payable at the time of redemption.
(5) The aggregate cost to investors includes a maximum total
sales charge computed at the rate of 2.95% of the Public Offering
Price (equivalent to 2.980% of the net amount invested, exclusive
of the deferred sales charge) assuming no reduction of sales charge
for quantity purchases.
Page 32
Schedule of Investments
Peroni Top Ten Growth Trust, Series 1
The First Trust Special Situations Trust, Series 130
At the Opening of Business on the Initial Date of Deposit
December 5, 1995
<TABLE>
<CAPTION>
Market Cost of
Number Percentage Value Equity
of Ticker Symbol and of Aggregate per Securities
Shares Name of Issuer of Equity Securities (1) Offering Price Share to Trust (2)
______ _______________________________________ ______________ ______ ____________
<C> <S> <C> <C> <C>
354 ALL Allstate Corporation 10% $ 42.000 $ 14,868
254 DBD Diebold, Inc. 10% 59.000 14,986
130 FNM Federal National Mortgage Association 10% 114.250 14,853
459 GRH GRC International, Inc. 10% 32.375 14,860
376 GDT Guidant Corporation 10% 39.250 14,758
317 IO Input/Output, Inc. 10% 47.250 14,978
199 KMB Kimberly-Clark Corporation 10% 74.500 14,826
531 LDL Lydall, Inc. 10% 28.000 14,868
519 PMK Primark Corporation 10% 28.500 14,791
194 TXT Textron, Inc. 10% 76.250 14,792
_______ _________
Total Investments 100% $148,580
======= =========
</TABLE>
[FN]
__________________
(1) All Equity Securities are represented by regular way contracts
to purchase such Equity Securities for the performance of which
an irrevocable letter of credit has been deposited with the Trustee.
The purchase contracts for the Equity Securities were entered
into by the Sponsor on December 4, 1995. The Trust has a mandatory
termination date of January 6, 1997.
(2) The cost of the Equity Securities to the Trust represents
the aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the closing sale prices of listed
Equity Securities and the ask prices of over-the-counter traded
Equity Securities on the business day preceding the Initial Date
of Deposit). The valuation of the Equity Securities has been determined
by the Evaluator, an affiliate of the Sponsor. The aggregate underlying
value of the Equity Securities on the Initial Date of Deposit
was $148,580. Cost and loss to Sponsor relating to the Equity
Securities sold to the Trust were $148,689 and $109, respectively.
Page 33
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Page 34
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Page 35
CONTENTS:
Summary of Essential Information:
Peroni Top Ten Growth Trust, Series 1 4
The First Trust Special Situations Trust, Series 130:
What is The First Trust Special Situations Trust? 6
What are the Expenses and Charges? 7
What is the Federal Tax Status of Unit Holders? 8
Why are Investments in the Trust Suitable for
Retirement Plans? 11
Portfolio:
What are Equity Securities? 12
Risk Factors 12
What are the Equity Securities Selected for
Peroni Top Ten Growth Trust, Series 1? 13
What are Some Additional Considerations for
Investors? 15
Public Offering:
How is the Public Offering Price Determined? 17
How are Units Distributed? 18
What are the Sponsor's and Underwriter's Profits? 19
Will There be a Secondary Market? 19
Rights of Unit Holders:
How is Evidence of Ownership Issued and Transferred? 20
How are Income and Capital Distributed? 20
What Reports will Unit Holders Receive? 21
How May Units be Redeemed? 22
Special Redemption, Liquidation and Investment in
a New Trust 23
How May Units be Purchased by the Sponsor? 25
How May Equity Securities be Removed from the Trust? 25
Information as to Underwriter, Sponsor, Trustee and Evaluator:
Who is the Underwriter? 26
Who is the Sponsor? 26
Who is the Trustee? 27
Limitations on Liabilities of Sponsor and Trustee 27
Who is the Evaluator? 27
Other Information:
How May the Indenture be Amended or Terminated? 28
Legal Opinions 29
Experts 29
Underwriting 29
Report of Independent Auditors 31
Statement of Net Assets 32
Schedule of Investments 33
___________
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION
TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET
FORTH IN THE REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO,
WHICH THE FUND HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT
COMPANY ACT OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.
Janney Montgomery
Scott Inc.
Peroni Top Ten
Growth Trust
Series 1
Janney Montgomery Scott Inc.
1801 Market Street, 11th Floor
Philadelphia, PA 19103
Trustee:
The Chase Manhattan Bank
(National Association)
770 Broadway
New York, New York 10003
1-800-682-7520
PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE
December 5, 1995
Page 36
-APPENDIX-
The graph which appears on page 15 of the prospectus represents
a comparison between a $10,000 investment made on December 16,
1988 in those stocks which comprise the Dow Jones Industrial Average
and an identical investment in Peroni's Top Ten Picks. The chart
indicates that $10,000 invested on December 16, 1988 in the stocks
which comprise the Dow Jones Industrial Average would on December
1, 1995 be worth $23,651 as opposed to $42,698 had the $10,000
been invested in Peroni's Top Ten Picks. Both figures assume that
dividends received during each year will be reinvested at year
end and sales charges, commissions, expenses and taxes were not
considered in determining total returns.
CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
Nike Securities L.P. is covered by a Brokers' Fidelity Bond,
in the total amount of $1,000,000, the insurer being
National Union Fire Insurance Company of Pittsburgh.
B. This Registration Statement on Form S-6 comprises the
following papers and documents:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
Exhibits
Financial Data Schedule
S-1
SIGNATURES
The Registrant, The First Trust Special Situations Trust,
Series 130, hereby identifies The First Trust Special Situations
Trust, Series 4 Great Lakes Growth and Treasury Trust, Series 1,
The First Trust Special Situations Trust, Series 18 Wisconsin
Growth and Treasury Securities Trust, Series 1, The First Trust
Combined Series 248, The First Trust Special Situations Trust,
Series 69 Target Equity Trust Value Ten Series and The First
Trust Special Situations Trust, Series 119, Target 5 Trust, Series
2, Target 10 Trust, Series 8, for purposes of the representations
required by Rule 487 and represents the following:
(1) that the portfolio securities deposited in the series
as to the securities of which this Registration Statement is
being filed do not differ materially in type or quality from
those deposited in such previous series;
(2) that, except to the extent necessary to identify the
specific portfolio securities deposited in, and to provide
essential financial information for, the series with respect to
the securities of which this Registration Statement is being
filed, this Registration Statement does not contain disclosures
that differ in any material respect from those contained in the
registration statements for such previous series as to which the
effective date was determined by the Commission or the staff; and
(3) that it has complied with Rule 460 under the Securities
Act of 1933.
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, The First Trust Special Situations Trust, Series
130, has duly caused this Amendment to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Lisle and State of Illinois on
December 5, 1995.
THE FIRST TRUST SPECIAL SITUATIONS
TRUST, SERIES 130
By NIKE SECURITIES L.P.
Depositor
By Carlos E. Nardo
Senior Vice President
S-2
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed
below by the following person in the capacity and on the date
indicated:
NAME TITLE* DATE
Robert D. Van Kampen Sole Director )
of Nike Securities )
Corporation, the ) December 5, 1995
General Partner of )
Nike Securities L.P.)
)
)
) Carlos E. Nardo
) Attorney-in-Fact**
)
)
* The title of the person named herein represents his
capacity in and relationship to Nike Securities L.P.,
Depositor.
** An executed copy of the related power of attorney was
filed with the Securities and Exchange Commission in
connection with the Amendment No. 1 to Form S-6 of The
First Trust Special Situations Trust, Series 18 (File No.
33-42683) and the same is hereby incorporated herein by
this reference.
S-3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated December 5, 1995 in
Amendment No. 1 to the Registration Statement (Form S-6) (File
No. 33-64291) and related Prospectus of The First Trust Special
Situations Trust, Series 130.
ERNST & YOUNG LLP
Chicago, Illinois
December 5, 1995
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.
CONSENT OF FT EVALUATORS L.P.
The consent of FT Evaluators L.P. to the use of its name in
the Prospectus included in the Registration Statement will be
filed as Exhibit 4.1 to the Registration Statement.
S-4
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Special Situations Trust, Series 22 and
certain subsequent Series, effective November 20, 1991
among Nike Securities L.P., as Depositor, United States
Trust Company of New York as Trustee, Securities
Evaluation Service, Inc., as Evaluator, and First Trust
Advisors L.P. as Portfolio Supervisor (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
43693] filed on behalf of The First Trust Special
Situations Trust, Series 22).
1.1.1 Form of Trust Agreement for Series 130 among Nike
Securities L.P., as Depositor, The Chase Manhattan Bank
(National Association), as Trustee, FT Evaluators L.P.,
as Evaluator, and First Trust Advisors L.P., as
Portfolio Supervisor.
1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership
Agreement of Nike Securities L.P. (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
1.4 Copy of Articles of Incorporation of Nike Securities
Corporation, the general partner of Nike Securities
L.P., Depositor (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.5 Copy of By-Laws of Nike Securities Corporation, the
general partner of Nike Securities L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-
6 [File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
1.6 Underwriter Agreement.
2.1 Copy of Certificate of Ownership (included in Exhibit
1.1 filed herewith on page 2 and incorporated herein by
reference).
3.1 Opinion of counsel as to legality of securities being
registered.
S-5
3.2 Opinion of counsel as to Federal income tax status of
securities being registered.
3.3 Opinion of counsel as to New York income tax status of
securities being registered.
3.4 Opinion of counsel as to advancement of funds by
Trustee.
4.1 Consent of FT Evaluators L.P.
6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
7.1 Power of Attorney executed by the Director listed on
page S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
S-6
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 130
TRUST AGREEMENT
Dated: December 5, 1995
The Trust Agreement among Nike Securities L.P., as
Depositor, The Chase Manhattan Bank (National Association), as
Trustee, FT Evaluators L.P., as Evaluator, and First Trust
Advisors L.P., as Portfolio Supervisor, sets forth certain
provisions in full and incorporates other provisions by reference
to the document entitled "Standard Terms and Conditions of Trust
for The First Trust Special Situations Trust, Series 22 and
certain subsequent Series, Effective November 20, 1991" (herein
called the "Standard Terms and Conditions of Trust"), and such
provisions as are incorporated by reference constitute a single
instrument. All references herein to Articles and Sections are
to Articles and Sections of the Standard Terms and Conditions of
Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee, the
Evaluator and the Portfolio Supervisor agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II and Part III hereof,
all the provisions contained in the Standard Terms and Conditions
of Trust are herein incorporated by reference in their entirety
and shall be deemed to be a part of this instrument as fully and
to the same extent as though said provisions had been set forth
in full in this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit is 15,000 Units.
(2) The initial fractional undivided interest in and
ownership of the Trust represented by each Unit thereof shall be
1/15,000.
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio is as follows on the Initial Date
of Deposit:
10% Allstate Corporation, 10% Diebold Inc.,
10% Federal National Mortgage Association, 10%
GRC International, Inc., 10% Guidant Corporation,
10% Input/Output, Inc., 10% Kimberly-Clark
Corporation, 10% Lydall, Inc., 10% Primark
Corporation, 10% Textron, Inc.
D. The Record Date shall be as set forth in the prospectus
for the sale of Units dated the date hereof (the "Prospectus")
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee of $0.003 per Unit, calculated based on the
largest number of Units outstanding during each period in respect
of which a payment is made pursuant to Section 3.05.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee of $.0116 per Unit, calculated based on the
largest number of Units outstanding during each period in respect
of which a payment is made pursuant to Section 3.05. However, in
no event, except as may otherwise be provided in the Standard
Terms and Conditions of Trust, shall the Trustee receive
compensation in any one year from any Trust of less than $2,000
for such annual compensation.
I. The Initial Date of Deposit for the Trust is December
5, 1995.
J. The minimum amount of Equity Securities to be sold by
the Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
PART III
A. Section 1.01(2) shall be amended to read as follows:
"(2) "Trustee" shall mean The Chase Manhattan Bank
(National Association), or any successor trustee appointed as
hereinafter provided."
All references to United States Trust Company of New York in
the Standard Terms and Conditions of Trust shall be amended to
refer to The Chase Manhattan Bank (National Association).
B. Section 1.01(26) shall be added to read as follows:
"(26) The term "Rollover Unit holder" shall be defined
as set forth in Section 5.05, herein."
C. Section 1.01(27) shall be added to read as follows:
"(27) The "Rollover Notification Date" shall be
defined as set forth in the Prospectus under "Summary of
Essential Information."
D. Section 1.01(28) shall be added to read as follows:
"(28) The term "Rollover Distribution" shall be
defined as set forth in Section 5.05, herein."
E. Section 1.01(29) shall be added to read as follows:
"(29) The term "Distribution Agent" shall refer to the
Trustee acting in its capacity as distribution agent
pursuant to Section 5.02 herein."
F. Section 1.01(30) shall be added to read as follows:
"(30) The term "Special Redemption and Liquidation
Period" shall be as set forth in the Prospectus under
"Summary of Essential Information."
G. The term "Capital Account" as set forth in the
Prospectus shall be deemed to refer to the "Principal Account."
H. The following sentence shall be substituted for the
second sentence of paragraph (b) of Section 2.01:
The Depositor, in each case, shall ensure that each
deposit of additional Securities pursuant to this Section
shall be, as nearly as is practicable, in the identical
ratio as the Percentage Ratio for such Securities as is
specified in the Trust Agreement for the Trust (provided,
however, that any deposit of additional securities made
subsequent to the 90-day period following the first deposit
of securities in the Trust shall exactly replicate such
Percentage Ratio), and the Depositor shall ensure that such
Securities are identical to those deposited on the Initial
Date of Deposit.
I. The second paragraph of Section 3.02 of the Standard
Terms and Conditions is hereby deleted and replaced with the
following sentence:
"Any non-cash distributions (other than a non-taxable
distribution of the shares of the distributing corporation
which shall be retained by the Trust) received by the Trust
shall be dealt with in the manner described at Section 3.11,
herein, and shall be retained or disposed of by the Trust
according to those provisions. The proceeds of any
disposition shall be credited to the Income Account of the
Trust. Neither the Trustee nor the Depositor shall be
liable or responsible in any way for depreciation or loss
incurred by reason of any such sale."
J. Paragraph (c) of Subsection II of Section 3.05 of the
Standard Terms and Conditions of Trust is hereby amended to read
as follows:
"On each Distribution Date the Trustee shall distribute
to each Unit holder of record at the close of business on
the Record Date immediately preceding such Distribution Date
an amount per Unit equal to such Unit holder's pro rata
share of the balance of the Principal Account (except for
monies on deposit therein required to purchase Contract
Obligations) computed as of the close of business on such
Record Date after deduction of any amounts provided in
Subsection I."
K. Section 3.05.II(a) of the Standard Terms and Conditions
of Trust is hereby amended to read in its entirety as follows:
"II. (a) On each Distribution Date, the Trustee shall
distribute to each Unit holder of record at the close of
business on the Record Date immediately preceding such
Distribution Date an amount per Unit equal to such Unit
holder's Income Distribution (as defined below), plus such
Unit holder's pro rata share of the balance of the Principal
Account (except for monies on deposit therein required to
purchase Contract Obligations) computed as of the close of
business on such Record Date after deduction of any amounts
provided in Subsection I, provided, however, that the
Trustee shall not be required to make a distribution from
the Principal Account unless the amount available for
distribution shall equal $1.00 per 100 Units.
The Trust shall provide for distributions to be made by
check mailed to the post office address of the Unit holder
as it appears on the registration books of the Trustee.
L. Section 3.05.II(b) of the Standard Terms and Conditions
of Trust is hereby amended to read in its entirety as follows:
"II. (b) For purposes of this Section 3.05, the Unit
holder's Income Distribution shall be equal to such Unit
holder's pro rata share of the cash balance in the Income
Account computed as of the close of business on the Record
Date immediately preceding such Income Distribution after
deduction of (i) the fees and expenses then deductible
pursuant to Section 3.05.I. and (ii) the Trustee's estimate
of other expenses properly chargeable to the Income Account
pursuant to the Indenture which have accrued, as of such
Record Date, or are otherwise properly attributable to the
period to which such Income Distribution relates."
M. Section 3.11 of the Standard Terms and Conditions of
Trust is hereby deleted in its entirety and replaced with the
following language:
"Section 3.11. Notice to Depositor.
In the event that the Trustee shall have been notified
at any time of any action to be taken or proposed to be
taken by at least a legally required number of holders of
any Securities deposited in the Trust, the Trustee shall
take such action or omit from taking any action, as
appropriate, so as to insure that the Securities are voted
as closely as possible in the same manner and the same
general proportion as are the Securities held by owners
other than the Trust.
In the event that an offer by the issuer of any of the
Securities or any other party shall be made to issue new
securities, or to exchange securities, for Trust Securities,
the Trustee shall reject such offer. However, should any
issuance, exchange or substitution be effected
notwithstanding such rejection or without an initial offer,
any securities, cash and/or property received shall be
deposited hereunder and shall be promptly sold, if
securities or property, by the Trustee pursuant to the
Depositor's direction, unless the Depositor advises the
Trustee to keep such securities or property. The Depositor
may rely on the Portfolio Supervisor in so advising the
Trustee. The cash received in such exchange and cash
proceeds of any such sales shall be distributed to Unit
holders on the next distribution date in the manner set
forth in Section 3.05 regarding distributions from the
Principal Account. The Trustee shall not be liable or
responsible in any way for depreciation or loss incurred by
reason of any such sale.
Neither the Depositor nor the Trustee shall be liable
to any person for any action or failure to take action
pursuant to the terms of this Section 3.11.
Whenever new securities or property is received and
retained by a Trust pursuant to this Section 3.11, the
Trustee shall, within five days thereafter, mail to all Unit
holders of the Trust notices of such acquisition unless
legal counsel for the Trust determines that such notice is
not required by the Investment Company Act of 1940, as
amended."
N. Section 3.05 of Article III of the Standard Terms and
Conditions of Trust is hereby amended to include the following
subsection:
"Section 3.05.I.(e) deduct from the Interest Account
or, to the extent funds are not available in such Account,
from the Principal Account and pay to the Depositor the
amount that it is entitled to receive pursuant to Section
3.14.
O. Article III of the Standard Terms and Conditions of
Trust is hereby amended by inserting the following paragraphs
which shall be entitled Section 3.14.:
"Section 3.14. Bookkeeping and Administrative Expenses.
As compensation for providing bookkeeping and other
administrative services of a character described in
Section 26(a)(2)(C) of the Investment Company Act of 1940 to the
extent such services are in addition to, and do not
duplicate, the services to be provided hereunder by the
Trustee or the Portfolio Supervisor, the Depositor shall
receive against a statement or statements therefor submitted
to the Trustee monthly or annually an aggregate annual fee
in an amount which shall not exceed that amount set forth in
the Prospectus under "Summary of Essential Information"
times the number of Units outstanding as of January 1 of
such year except for a year or years in which an initial
offering period as determined by Section 4.01 of this
Indenture occurs, in which case the fee for a month is based
on the number of Units outstanding at the end of such month
(such annual fee to be pro rated for any calendar year in
which the Depositor provides service during less than the
whole of such year), but in no event shall such compensation
when combined with all compensation received from other unit
investment trusts for which the Depositor hereunder is
acting as Depositor for providing such bookkeeping and
administrative services in any calendar year exceed the
aggregate cost to the Depositor for providing such services
to such unit investment trusts. Such compensation may, from
time to time, be adjusted provided that the total adjustment
upward does not, at the time of such adjustment, exceed the
percentage of the total increase, after the date hereof, in
consumer prices for services as measured by the United
States Department of Labor Consumer Price Index entitled
"All Services Less Rent of Shelter" or similar index, if
such index should no longer be published. The consent or
concurrence of any Unit holder hereunder shall not be
required for any such adjustment or increase. Such
compensation shall be paid by the Trustee, upon receipt of
invoice therefor from the Depositor, upon which, as to the
cost incurred by the Depositor of providing services
hereunder the Trustee may rely, and shall be charged against
the Interest and Principal Accounts on or before the
Distribution Date following the Monthly Record Date on which
such period terminates. The Trustee shall have no liability
to any Certificateholder or other person for any payment
made in good faith pursuant to this Section.
If the cash balance in the Interest and Principal
Accounts shall be insufficient to provide for amounts
payable pursuant to this Section 3.14, the Trustee shall
have the power to sell (i) Securities from the current list
of Securities designated to be sold pursuant to Section 5.02
hereof, or (ii) if no such Securities have been so
designated, such Securities as the Trustee may see fit to
sell in its own discretion, and to apply the proceeds of any
such sale in payment of the amounts payable pursuant to this
Section 3.14.
Any moneys payable to the Depositor pursuant to this
Section 3.14 shall be secured by a prior lien on the Trust
Fund except that no such lien shall be prior to any lien in
favor of the Trustee under the provisions of Section 6.04
herein.
P. Article III of the Standard Terms and Conditions of
Trust is hereby amended by inserting the following paragraph
which shall be entitled Section 3.15:
"Section 3.15. Deferred Sales Charge. If the
prospectus related to the Trust specifies a deferred sales
charge, the Trustee shall, on the dates specified in and as
permitted by such Prospectus, withdraw from the Capital
Account, an amount per Unit specified in such Prospectus and
credit such amount to a special non-Trust account designated
by the Depositor out of which the deferred sales charge will
be distributed to the Depositor (the "Deferred Sales Charge
Account"). If the balance in the Capital Account is
insufficient to make such withdrawal, the Trustee shall, as
directed by the Depositor, advance funds in an amount
required to fund the proposed withdrawal and be entitled to
reimbursement of such advance upon the deposit of additional
monies in the Capital Account, and/or sell Securities and
credit the proceeds thereof to the Deferred Sales Charge
Account, provided, however, that the aggregate amount
advanced by the Trustee at any time for payment of the
deferred sales charge shall not exceed $15,000. Such
direction shall, if the Trustee is directed to sell a
Security, identify the Security to be sold and include
instructions as to the execution of such sale. If a Unit
holder redeems Units prior to full payment of the deferred
sales charge, the Trustee shall, if so provided in the
related Prospectus, on the Redemption Date, withhold from
the Redemption Price payable to such Unit holder an amount
equal to the unpaid portion of the deferred sales charge and
distribute such amount to the Deferred Sales Charge Account.
If pursuant to Section 5.02 hereof, the Depositor shall
purchase a Unit tendered for redemption prior to the payment
in full of the deferred sales charge due on the tendered
Unit, the Depositor shall pay to the Unit holder the amount
specified under Section 5.02 less the unpaid portion of the
deferred sales charge. All advances made by the Trustee
pursuant to this Section shall be secured by a lien on the
Trust prior to the interest of the Unit holders."
Q. Section 5.02 of the Standard Terms and Conditions of
Trust is amended by adding the following after the second
paragraph of such section:
"Notwithstanding anything herein to the contrary, in
the event that any tender of Units pursuant to this Section
5.02 would result in the disposition by the Trustee of less
than a whole Security, the Trustee shall distribute cash in
lieu thereof and sell such Securities as directed by the
Sponsors as required to make such cash available.
Unit holders may redeem 2,500 Units or more of the
Trust and request a distribution in kind of (i) such Unit
holder's pro rata portion of each of the Securities in the
Trust, in whole shares, and (ii) cash equal to such Unit
holder's pro rata portion of the Income and Principal
Accounts as follows: (x) a pro rata portion of the net
proceeds of sale of the Securities representing any
fractional shares included in such Unit holder's pro rata
share of the Securities and (y) such other cash as may
properly be included in such Unit holder's pro rata share of
the sum of the cash balances of the Income and Principal
Accounts in an amount equal to the Unit Value determined on
the basis of a Trust Fund Evaluation made in accordance with
Section 5.01 determined by the Trustee on the date of tender
less amounts determined in clauses (i) and (ii)(x) of this
Section. Subject to Section 5.05 with respect to Rollover
Unit holders, to the extent possible, distributions of
Securities pursuant to an in kind redemption of Units shall
be made by the Trustee through the distribution of each of
the Securities in book-entry form to the account of the Unit
holder's bank or broker-dealer at the Depository Trust
Company. Any distribution in kind will be reduced by
customary transfer and registration charges."
R. The following Section 5.05 shall be added:
"Section 5.05. Rollover of Units. (a) If the
Depositor shall offer a subsequent series of Peroni Top Ten
Growth Trust (the "New Series"), the Trustee shall, at the
Depositor's sole cost and expense, include in the notice
sent to Unit holders specified in Section 8.02 a form of
election whereby Unit holders, whose redemption distribution
would be in an amount sufficient to purchase at least one
unit of the New Series, may elect to have their Units(s)
redeemed in kind in the manner provided in Section 5.02, the
Securities included in the redemption distribution sold, and
the cash proceeds applied by the Distribution Agent to
purchase units of a New Series, all as hereinafter provided.
The Trustee shall honor properly completed election forms
returned to the Trustee, accompanied by any Certificate
evidencing Units tendered for redemption or a properly
completed redemption request with respect to uncertificated
Units, by its close of business on the Rollover Notification
Date.
All Units so tendered by a Unit holder (a "Rollover
Unit holder") shall be redeemed and cancelled on the
Rollover Notification Date. Subject to payment by such
Rollover Unit holder of any tax or other governmental
charges which may be imposed thereon, such redemption is to
be made in kind pursuant to Section 5.02 by distribution of
cash and/or Securities to the Distribution Agent on the
Rollover Notification Date of the net asset value
(determined on the basis of the Trust Fund Evaluation as of
the Rollover Notification Date in accordance with
Section 4.01) multiplied by the number of Units being
redeemed (herein called the "Rollover Distribution"). Any
Securities that are made part of the Rollover Distribution
shall be valued for purposes of the redemption distribution
as of the Rollover Notification Date.
All Securities included in a Unit holder's Rollover
Distribution shall be sold by the Distribution Agent during
the Special Redemption and Liquidation Period specified in
the Prospectus pursuant to the Depositor's direction, and
the Distribution Agent shall employ the Depositor as broker
in connection with such sales. For such brokerage services,
the Depositor shall be entitled to compensation at its
customary rates, provided however, that its compensation
shall not exceed the amount authorized by applicable
Securities laws and regulations. The Depositor shall direct
that sales be made in accordance with the guidelines set
forth in the Prospectus under the heading "Special
Redemption, Liquidation and Investment in a New Trust."
Should the Depositor fail to provide direction, the
Distribution Agent shall sell the Securities in the manner
provided in the prospectus for " less liquid Equity
Securities." The Distribution Agent shall have no
responsibility for any loss or depreciation incurred by
reason of any sale made pursuant to this Section.
Upon each trade date for sales of Securities included
in the Rollover Unit holder's Rollover Distribution, the
Distribution Agent shall, as agent for such Rollover Unit
holder, enter into a contract with the Depositor to purchase
from the Depositor units of a New Series (if any), at the
Depositor's public offering price for such units on such
day, and at such reduced sales charge as shall be described
in the prospectus for such Trust. Such contract shall
provide for purchase of the maximum number of units of a New
Series whose purchase price is equal to or less than the
cash proceeds held by the Distribution Agent for the Unit
holder on such day (including therein the proceeds
anticipated to be received in respect of Securities traded
on such day net of all brokerage fees, governmental charges
and any other expenses incurred in connection with such
sale), to the extent units are available for purchase from
the Depositor. In the event a sale of Securities included
in the Rollover Unit holder's redemption distribution shall
not be consummated in accordance with its terms, the
Distribution Agent shall apply the cash proceeds held for
such Unit holder as of the settlement date for the purchase
of units of a New Series to purchase the maximum number of
units which such cash balance will permit, and the Depositor
agrees that the settlement date for units whose purchase was
not consummated as a result of insufficient funds will be
extended until cash proceeds from the Rollover Distribution
are available in a sufficient amount to settle such
purchase. If the Unit holder's Rollover Distribution will
produce insufficient cash proceeds to purchase all of the
units of a New Series contracted for, the Depositor agrees
that the contract shall be rescinded with respect to the
units as to which there was a cash shortfall without any
liability to the Rollover Unit holder or the Distribution
Agent. Any cash balance remaining after such purchase shall
be distributed within a reasonable time to the Rollover Unit
holder by check mailed to the address of such Unit holder on
the registration books of the Trustee. Units of a New Series
will be uncertificated unless and until the Rollover Unit
holder requests a certificate. Any cash held by the
Distribution Agent shall be held in a non-interest bearing
account which will be of benefit to the Distribution Agent
in accordance with normal banking procedures. Neither the
Trustee nor the Distribution Agent shall have any
responsibility or liability for loss or depreciation
resulting from any reinvestment made in accordance with this
paragraph, or for any failure to make such reinvestment in
the event the Depositor does not make units available for
purchase.
(b) Notwithstanding the foregoing, the Depositor may,
in its discretion at any time, decide not to offer Trust
Series in the future, and if so, this Section 5.05
concerning the Rollover of Units shall be inoperative.
(c) The Distribution Agent shall receive no fees for
performing its duties hereunder. The Distribution Agent
shall, however, be entitled to receive reimbursement from
the Trust for any and all expenses and disbursements to the
same extent as the Trustee is permitted reimbursement
hereunder."
S. Paragraph (g) of Section 6.01 of the Standard Terms and
Conditions of Trust is hereby amended by inserting the following
after the first word thereof:
"(i) the value of the Trust as shown by an evaluation
by the Trustee pursuant to Section 5.01 hereof shall be less
than the lower of $2,000,000 or 20% of the total principal
amount of Securities deposited in the Trust, or (ii)"
T. Section 1.01(4) shall be amended to read as follows:
"(4) "Portfolio Supervisor" shall mean First Trust
Advisors L.P. and its successors in interest, or any
successor portfolio supervisor appointed as hereinafter
provided."
U. Section 1.01(3) shall be amended to read as follows:
"(3) "Evaluator" shall mean FT Evaluators L.P. and its
successors in interest, or any successor evaluator appointed
as hereinafter provided."
V. The first sentence of Section 3.13. shall be amended to
read as follows:
"As compensation for providing supervisory portfolio
services under this Indenture, the Portfolio Supervisor
shall receive, in arrears, against a statement or statements
therefor submitted to the Trustee monthly or annually an
aggregate annual fee in an amount which shall not exceed
$0.0035 per Unit outstanding as of January 1 of such year
except for a Trust during the year or years in which an
initial offering period as determined in Section 4.01 of
this Indenture occurs, in which case the fee for a month is
based on the number of Units outstanding at the end of such
month (such annual fee to be pro rated for any calendar year
in which the Portfolio Supervisor provides services during
less than the whole of such year), but in no event shall
such compensation when combined with all compensation
received from other series of the Trust for providing such
supervisory services in any calendar year exceed the
aggregate cost to the Portfolio Supervisor for the cost of
providing such services."
W. Section 3.01 of the Standard Terms and Conditions of
Trust shall be replaced in its entirety with the following:
"Section 3.01. Initial Cost. The expenses incurred in
establishing the Trust, including the cost of the
preparation and typesetting of the registration statement,
prospectuses (including preliminary prospectuses), the
indenture and other documents relating to the Trust,
printing of Certificates, Securities and Exchange Commission
and state blue sky registration fees, the costs of the
initial valuation of the portfolio and audit of the Trust,
the initial fees and expenses of the Trustee, and legal and
other out-of-pocket expenses related thereto, but not
including the expenses incurred in the printing of
preliminary prospectuses and prospectuses, expenses incurred
in the preparation and printing of brochures and other
advertising materials and any other selling expenses, to the
extent not borne by the Depositor, shall be borne by the
Trust. To the extent the funds in the Income and Principal
Accounts of the Trust shall be insufficient to pay the
expenses borne by the Trust specified in this Section 3.01,
the Trustee shall advance out of its own funds and cause to
be deposited and credited to the Income Account such amount
as may be required to permit payment of such expenses. The
Trustee shall be reimbursed for such advance on each Record
Date from funds on hand in the Income Account or, to the
extent funds are not available in such Account, from the
Principal Account, in the amount deemed to have accrued as
of such Record Date as provided in the following sentence
(less prior payments on account of such advances, if any),
and the provisions of Section 6.04 with respect to the
reimbursement of disbursements for Trust expenses,
including, without limitation, the lien in favor of the
Trustee therefor and the authority to sell Securities as
needed to fund such reimbursement, shall apply to the
payment of expenses and the amounts advanced pursuant to
this Section. For the purposes of the preceding sentence
and the addition provided in clause (4) of the first
sentence of Section 5.01, the expenses borne by the Trust
pursuant to this Section shall be deemed to have been paid
on the date of the Trust Agreement and to accrue at a daily
rate over the time period specified for their amortization
provided in the Prospectus; provided, however, that nothing
herein shall be deemed to prevent, and the Trustee shall be
entitled to, full reimbursement for any advances made
pursuant to this Section no later than the termination of
the Trust. For purposes of calculating the accrual of
organizational expenses under this Section 3.01, the Trustee
shall rely on the written estimates of such expenses
provided by the Depositor pursuant to Section 5.01."
X. Section 5.01 of the Standard Terms and Conditions of
Trust shall be amended as follows:
(i) The second sentence of the first paragraph of
Section 5.01 shall be amended by adding the following at the
conclusion thereof: ", plus (4) amounts representing
organizational expenses paid from the Trust less amounts
representing accrued organizational expenses of the Trust,
plus (5) all other assets of the Trust"
(ii) The following shall be added at the end of the
first paragraph of Section 5.01:
Until the Depositor has informed the Trustee that
there will be no further deposits of Additional
Securities pursuant to section 2.01(b), the Depositor
shall provide the Trustee with written estimates of (i)
the total organizational expenses to be borne by the
Trust pursuant to Section 3.01 and (ii) the total
number of Units to be issued in connection with the
initial deposit and all anticipated deposits of
additional Securities. For purposes of calculating the
Trust Fund Evaluation and Unit Value, the Trustee shall
treat all such anticipated expenses as having been paid
and all liabilities therefor as having been incurred,
and all Units as having been issued, in each case on
the date of the Trust Agreement, and, in connection
with each such calculation, shall take into account a
pro rata portion of such expense and liability based on
the actual number of Units issued as of the date of
such calculation. In the event the Trustee is informed
by the Depositor of a revision in its estimate of total
expenses or total Units and upon the conclusion of the
deposit of additional Securities, the Trustee shall
base calculations made thereafter on such revised
estimates or actual expenses, respectively, but such
adjustment shall not affect calculations made prior
thereto and no adjustment shall be made in respect
thereof.
IN WITNESS WHEREOF, Nike Securities L.P., The Chase
Manhattan Bank (National Association) and First Trust Advisors
L.P. have each caused this Trust Agreement to be executed and the
respective corporate seal to be hereto affixed and attested (if
applicable) by authorized officers; all as of the day, month and
year first above written.
NIKE SECURITIES L.P.,
Depositor
By Carlos E. Nardo
Senior Vice President
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
Trustee
By Thomas Porrazzo
Vice President
[SEAL]
ATTEST:
Rosalia A. Raviele
Second Vice President
FT EVALUATORS L.P.,
Evaluator
By Carlos E. Nardo
Senior Vice President
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By Carlos E. Nardo
Senior Vice President
SCHEDULE A TO TRUST AGREEMENT
Securities Initially Deposited
The First Trust Special Situations Trust, Series 130
(Note: Incorporated herein and made a part hereof for the
Trust is the "Schedule of Investments" for the Trust as set forth
in the Prospectus.)
AGREEMENT
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 130
December 5, 1995
Nike Securities L.P.
1001 Warrenville Road
Third Floor
Lisle, Illinois 60532
Gentlemen:
1. General. We understand that you, Nike Securities
L.P. (the "Sponsor") are entering into this agreement (the
"Agreement") in counterpart with us for issues of The First
Trust Special Situations Trust, Series 130 (the "Fund"), a
unit investment trust for which you will act as Sponsor. By
acceptance of this Agreement we acknowledge that our
participation as Underwriter in the proposed offering shall
be subject to the provisions of this Agreement and, as such,
we elect to act as an underwriter ("Underwriter") of units
of fractional, undivided interests in the above referenced
Fund. The reference to "Fund" in this Agreement applies
only to such Fund, and such units of fractional undivided
interests in such Fund offered are hereinafter called the
"Units." You have advised us that the Fund is registered as
a "unit investment trust" under the Investment Company Act
of 1940 (the "1940 Act") by filing a Notification of
Registration on Form N-8A and a Registration Statement on
Form N-8B-2 with the Securities and Exchange Commission (the
"Commission").
The registration statement for the Fund as finally
amended and revised at the time it becomes effective is
herein referred to as the "Registration Statement" and the
related prospectus is herein referred to as the
"Prospectus," except that if the prospectus filed by the
Fund pursuant to Rule 497(c) under the Securities Act of
1933 (the "1933 Act") shall differ from the prospectus on
file at the time the Registration Statement shall become
effective, the term "Prospectus" shall refer to the
prospectus filed pursuant to Rule 497(c) from and after the
date on which it shall have been filed. The Units to be
offered in any offering will be registered under the 1933
Act. Capitalized words used in this Agreement which are not
separately defined herein shall have the respective meanings
given to them in the Prospectus.
2. Designation and Authority of Representative. You
are hereby authorized to act as our representative (the
"Representative") in connection with the Fund for all
matters to which this Agreement relates and to take the
action provided herein to be taken by you or as you may
otherwise deem necessary or advisable.
You will be under no liability to us for any act or
omission except for obligations expressly assumed by you
herein, and no obligations on your part will be implied or
inferred herefrom. The rights and liabilities of the
respective parties hereto are several and not joint and
nothing herein or hereunder will constitute them a
partnership, association or separate entity.
3. Profit or Loss in Acquisition of Securities. It
is understood that the acquisition of portfolio securities
(the "Securities") for deposit in the portfolio of the Fund
shall be at your cost and risk. Accordingly, if the
aggregate cost of the Securities to the Fund on the date
they are delivered to the Trustee for deposit in the Fund,
on the basis of the Trustee's determination of offering
price, shall be less than their actual aggregate acquisition
cost to the Sponsor, any such loss, without limitation or
restriction, shall be borne by you alone. If the aggregate
cost of such Securities, as so determined, shall exceed the
aggregate cost of such Securities to you as Sponsor, any
such profit, without limitation or restriction, shall be
received by you alone.
We agree that you shall have no liability (as
Representative or otherwise) with respect to the issue,
form, validity, legality, enforceability, value of, or title
to the Securities, except for the exercise of due care in
determining the genuineness of such Securities and the
conformance therefor with the descriptions and
qualifications appearing in the Prospectus.
4. Purchase of Units. Based upon representations
made by you as to the nature of the Fund, we have agreed to
participate in the offering of Units of the Fund. We will
advise you promptly as to the number of Units which we will
purchase. Such advice may be by telegraph, telegram or
other form of wire or facsimile transmission, including a
wire transfer to your account of funds for payment of Units
purchased by us. You may rely on and we hereby commit on
the terms and conditions of this Agreement to purchase and
pay for the number of Units of the Fund set forth in such
advice (the "Unit Commitment"). Our Unit Commitment may be
increased only by mutual agreement between us and you at any
time prior to the Initial Date of Deposit. We agree that
you in your sole discretion reserve the right to decrease
our Unit Commitment at any time prior to the Initial Date of
Deposit, and if you so elect to make such a decision you
will notify us of such election by telephone and promptly
confirm the same by telegraph or writing. We hereby agree
with you to purchase from you and, to pay for on the First
Settlement Date, the number of Units (the "Initial Units")
in the Fund designated for purchase on such date by our Unit
Commitment. The price to be paid on the First Settlement
Date for each such Unit shall be the Public Offering Price
per Unit, at the close of business on the Initial Date of
Deposit less the concession set forth in the Prospectus
which is applicable to the Unit Commitment, assuming for the
purposes only of the Unit Commitment that all Units
committed for are purchased on the Initial Date of Deposit.
The price we pay for the purchase of Units shall represent
the only expense for which we are responsible. All other
expenses of the Trust, to the extent not paid for by the
Trust or the Trustee, will be paid for by you.
On the Initial Date of Deposit, notwithstanding that we
pay for our Initial Units on the First Settlement Date, we
will become the owner of such Initial Units and entitled to
the benefits as well as the risks inherent therein.
You are authorized to retain custody of our Initial
Units until the Registration Statement relating thereto has
become effective under the 1933 Act.
You agree that if we commit in our Unit Commitment to
purchase $500,000 or more of the Fund, we may elect to
purchase any designated number of Units in excess of those
to be purchased pursuant to the Unit Commitment in amounts
of at least $100,000 subsequent to the Initial Date of
Deposit. You agree that we may, on the date of any
Subsequent Deposit (the "Subsequent Date of Deposit"),
purchase any amount of Units so deposited. The price to be
paid on the Settlement Date for Units purchased on each
Subsequent Date of Deposit shall be the Public Offering
Price per Unit as of the close of business on such
Subsequent Date of Deposit less the concession set forth in
the Prospectus applicable to the entire Unit Commitment.
You are authorized to file an amendment to said
Registration Statement describing the Securities and furnish
information based thereon or relating thereto and any
further amendments or supplements to the Registration
Statement or Prospectus which you may deem necessary or
advisable. We will furnish you upon your request such
information as will be required to insure that the
Registration Statement and Prospectus are current insofar as
they relate to us, and we will thereafter continue to
furnish you with such information as may be necessary to
keep current and correct the information previously
supplied.
We understand that you will cause the Fund to take
action with respect to the offering and sale of Units in
accordance with the Blue Sky or securities laws of certain
states in which it is proposed that the Units may be offered
and sold. In addition, we agree to provide sales
information to you which will contain detailed information
regarding the number of Units sold and the jurisdictions in
which such Units were sold within thirty (30) days of such
sales.
5. Public Offering. You agree that you will advise
us promptly, confirming same in writing, when the
Registration Statement has become effective, and we agree
that when we are advised that the Units are released for
public offering we will make a public offering thereof by
means of the Prospectus. The public offering price and the
terms and conditions of the public offering shall be as set
forth in the Prospectus. You shall determine the Public
Offering Price in the manner described in the Prospectus and
shall rely with respect to the offering price of the
Securities upon the determination of the Evaluator named in
the Prospectus. Public advertisement of the offering may be
made by you on behalf of us on such date as you shall
determine in such form as we may mutually agree upon.
6. Public Offering Price. We agree that each day
while this Agreement is in effect for the Fund and the
evaluation of the Fund is made by the Evaluator named in the
Prospectus, we will contact you for such evaluation and the
resultant Public Offering Price for the purpose of the
offering and sale of Units to the public. We agree, as
required by Section 22(d) of the 1940 Act, to offer and sell
our Units at the current Public Offering Price described in
the Prospectus.
7. Permitted Transactions. It is agreed that we may
make purchases and sales from or to any other dealer firm
less an agreed upon take-down from the Public Offering
Price. It is further agreed that part or all of the Units
purchased by us may be sold to dealers at the then effective
Public Offering Price, less the dealer's concession
described in the Prospectus.
From time to time prior to the termination this
Agreement, at your request, we will advise you of the number
of Units which we have purchased to such date which remain
unsold.
Until the termination of this Agreement, we agree that
we will make no purchase of Units other than (i) purchases
provided for in this Agreement; (ii) purchases approved by
you; and (iii) purchases as broker in executing unsolicited
orders.
8. Other Agreements. We hereby agree as follows:
(a) we will refund, on demand and without
deduction, all sales charges to purchasers of Units from us
or any dealer participating in the distribution of our Units
if, within 90 days from the time that the Registration
Statement of the Units under the 1933 Act shall have become
effective, (i) the net worth of the Fund shall be reduced to
less than $100,000 or (ii) the Fund shall have been
terminated;
(b) you may instruct the Trustee of the Fund
that, in the event that redemption by the Underwriter of
Units constituting part of any unsold allotment of Units
shall result in the Fund having a net worth of less than 40%
of the principal amount of Securities deposited in the Fund
on the Initial Date of Deposit, the Trustee shall terminate
the Fund in the manner provided in the Indenture for the
Fund and distribute the Securities and other assets of the
Fund pursuant to the provisions of the Indenture; and
(c) in the event that the Fund shall have been
terminated pursuant to (b) above, we will refund any sales
charges to any purchaser of Units purchased from us, or
purchased from a Dealer participating in the distribution of
our Units, on demand and without deduction. We authorize
you to charge our account for all refunds of sales charges
in respect of our Units.
9. Termination. This Agreement shall terminate with
respect to the Fund covered hereby 30 days after the period
in which the public offering of the Units of the Fund is
made in accordance with Section 5 hereof, unless sooner
terminated by you.
We agree to pay any stamp taxes which may be assessed
and paid after such settlement on account of any Units
received or sold hereunder for our account.
Notwithstanding any termination of this Agreement, no
sale of the Units of the Fund shall be made by us at any
time except in conformity with the provisions of
Section 22(d) of the 1940 Act.
10. Notices. Notices hereunder shall be deemed to
have been duly given if mailed or telegraphed to us at our
address set forth herein in the case of notices to us, or to
you at 3rd Floor, 1001 Warrenville Road, Lisle, Illinois
60532, in the case of notices to you.
11. Net Capital. You represent that you, and we
represent that we, are in compliance with the capital
requirements of Rule 15c3-1, promulgated by the Commission
under the Securities Exchange Act of 1934, and we may, in
accordance with and pursuant to such Rule 15c3-1, agree to
purchase the amount of Units to be purchased by you and us,
respectively, under the Agreement.
12. Miscellaneous. We confirm that we are a member in
good standing of the National Association of Securities
Dealers, Inc.
We also confirm that we will take reasonable steps to
provide the Prospectus to any person making written request
therefor to us and to each person associated with us
expected to solicit customers' orders for the Units. We
understand that you will supply us upon our request with
sufficient copies of such prospectuses to comply with the
foregoing.
This Agreement is being executed by us and delivered to
you in duplicate. Upon your confirmation hereof, this
Agreement shall constitute a valid and binding contract
between us.
Very truly yours,
JANNEY MONTGOMERY SCOTT INC.
______________________________
Your firm name and address are listed below in the
exact manner as they will appear in the Prospectus. Please
indicate if this is correct.
Janney Montgomery Scott Inc.
1801 Market Street, 10th Floor
Philadelphia, Pennsylvania 19103
Confirmed as of the date set forth at the head of this
Agreement.
NIKE SECURITIES L.P.
Carlos Nardo
Senior Vice President
Acting severally on its own behalf and on behalf of the
Underwriter named in the Prospectus.
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
December 5, 1995
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
Re: The First Trust Special Situations Trust, Series 130
Gentlemen:
We have served as counsel for Nike Securities L.P., as
Sponsor and Depositor of The First Trust Special Situations
Trust, Series 130 in connection with the preparation, execution
and delivery of a Trust Agreement dated December 5, 1995 among
Nike Securities L.P., as Depositor, The Chase Manhattan Bank
(National Association), FT Evaluators L.P., as Evaluator and
First Trust Advisors L.P. as Portfolio Supervisor, pursuant to
which the Depositor has delivered to and deposited the Securities
listed in Schedule A to the Trust Agreement with the Trustee and
pursuant to which the Trustee has issued to or on the order of
the Depositor a certificate or certificates representing units of
fractional undivided interest in and ownership of the Fund
created under said Trust Agreement.
In connection therewith, we have examined such pertinent
records and documents and matters of law as we have deemed
necessary in order to enable us to express the opinions
hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. the execution and delivery of the Trust Agreement and
the execution and issuance of certificates evidencing the Units
in the Fund have been duly authorized; and
2. the certificates evidencing the Units in the Fund when
duly executed and delivered by the Depositor and the Trustee in
accordance with the aforementioned Trust Agreement, will
constitute valid and binding obligations of the Fund and the
Depositor in accordance with the terms thereof.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 33-64291)
relating to the Units referred to above, to the use of our name
and to the reference to our firm in said Registration Statement
and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
EFF:jln
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
December 5, 1995
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
The Chase Manhattan Bank
(National Association)
770 Broadway
New York, New York 10003
Re: The First Trust Special Situations Trust, Series 130
Gentlemen:
We have acted as counsel for Nike Securities L.P., Depositor
of The First Trust Special Situations Trust, Series 130 (the
"Trust"), in connection with the issuance of units of fractional
undivided interests in the Trust, under a Trust Agreement, dated
December 5, 1995 (the "Indenture"), among Nike Securities L.P.,
as Depositor, The Chase Manhattan Bank (National Association), as
Trustee, FT Evaluators L.P. as Evaluator and First Trust Advisors
L.P., as Portfolio Supervisor.
In this connection, we have examined the Registration
Statement, the form of Prospectus proposed to be filed with the
Securities and Exchange Commission, the Indenture and such other
instruments and documents we have deemed pertinent. The opinions
expressed herein assume that the Trust will be administered, and
investments by the Trust from proceeds of subsequent deposits, if
any, will be made, in accordance with the terms of the Indenture.
The Trust holds Equity Securities as such term is defined in the
Prospectus.
Based upon the foregoing and upon an investigation of such
matters of law as we consider to be applicable, we are of the
opinion that, under existing federal income tax law:
I. The Trust is not an association taxable as a
corporation for Federal income tax purposes; each Unit holder
will be treated as the owner of a pro rata portion of each of the
assets of the Trust under the Internal Revenue Code of 1986 (the
"Code"); the income of such Trust will be treated as income of
the Unit holders thereof under the Code; and an item of Trust
income will have the same character in the hands of a Unit holder
as it would have in the hands of the Trustee. Each Unit holder
will be considered to have received his pro rata share of income
derived from each Trust asset when such income is received by the
Trust.
II. Each Unit holder will have a taxable event when the
Trust disposes of an Equity Security (whether by sale, exchange,
liquidation, redemption, or otherwise) or upon the sale or
redemption of Units by such Unit holder. The price a Unit holder
pays for his Units is allocated among his pro rata portion of
each Equity Security held by such Trust (in proportion to the
fair market values thereof on the date the Unit holder purchases
his Units) in order to determine his tax basis for his pro rata
portion of each Equity Security held by such Trust. For Federal
income tax purposes, a Unit holder's pro rata portion of
dividends as defined by Section 316 of the Code paid by a
corporation with respect to an Equity Security held by the Trust
is taxable as ordinary income to the extent of such corporation's
current and accumulated "earnings and profits." A Unit holder's
pro rata portion of dividends paid on such Equity Security which
exceeds such current and accumulated earnings and profits will
first reduce a Unit holder's tax basis in such Equity Security
and to the extent that such dividends exceed a Unit holder's tax
basis in such Equity Security shall be treated as capital gain.
In general, any such capital gain will be short term unless a
Unit holder has held his Units for more than one year.
III. A Unit holder's portion of gain, if any, upon the sale
or redemption of Units or the disposition of Equity Securities
held by the Trust will generally be considered a capital gain
except in the case of a dealer or a financial institution and
will be generally long-term if the Unit holder has held his Units
for more than one year. A Unit holder's portion of loss, if any,
upon the sale or redemption of Units or the disposition of Equity
Securities held by the Trust will generally be considered a
capital loss (except in the case of a dealer or a financial
institution) and will be generally long-term if the Unit holder
has held his Units for more than one year. Unit holders should
consult their tax advisers regarding the recognition of gains and
losses for Federal income tax purposes. In particular, Rollover
Unit holders should be aware that a Rollover Unit holder's loss,
if any, incurred in connection with the exchange of Units for
Units in the next new series of the Peroni Top Ten Growth Trust
(the "1996 Trust"), if offered, will generally be disallowed with
respect to the disposition of any Equity Securities pursuant to
such exchange to the extent that such Unit holder is considered
the owner of substantially identical securities under the wash
sale provisions of the Code taking into account such Unit
holder's deemed ownership of securities underlying the Units in
the 1996 Trust in the manner described above, if such
substantially identical securities were acquired within a period
beginning 30 days before and ending 30 days after such
disposition. However, any gains incurred in connection with such
an exchange by a Rollover Unit holder would be recognized.
Each Unit holder's pro rata share of each expense paid by a
Trust is deductible by the Unit holder to the same extent as
though the expense had been paid directly by him, subject to the
following limitation. It should be noted that as a result of the
Tax Reform Act of 1986, certain miscellaneous itemized
deductions, such as investment expenses, tax return preparation
fees and employee business expenses will be deductible by an
individual only to the extent they exceed 2% of such individual's
adjusted gross income. Unit holders may be required to treat
some or all of the expenses of the Trust as miscellaneous
itemized deductions subject to this limitation.
The scope of this opinion is expressly limited to the
matters set forth herein, and, except as expressly set forth
above, we express no opinion with respect to any other taxes,
including state or local taxes or collateral tax consequences
with respect to the purchase, ownership and disposition of Units.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 33-64291)
relating to the Units referred to above and to the use of our
name and to the reference to our firm in said Registration
Statement and in the related Prospectus.
Very truly yours,
CHAPMAN AND CUTLER
EFF/jln
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
December 5, 1995
The Chase Manhattan Bank
(National Association), as Trustee of
The First Trust Special Situations
Trust, Series 130
Peroni Top Ten Growth
Trust, Series 1
770 Broadway - 6th Floor
New York, New York 10003
Attention: Mr. Paul J. Holland
Vice President
Re: The First Trust Special Situations Trust, Series 130
Peroni Top Ten Growth Trust, Series 1
Dear Sirs:
We are acting as special counsel with respect to New York
tax matters for The First Trust Special Situations Trust, Series
130 consisting of Peroni Top Ten Growth Trust, Series 1 (the
"Trust"), which will be established under certain Standard Terms
and Conditions of Trust dated November 20, 1991, and a related
Trust Agreement dated as of today (collectively, the "Indenture")
among Nike Securities L.P., as Depositor (the "Depositor"), FT
Evaluators L.P., as Evaluator, First Trust Advisors L.P., as
Portfolio Supervisor, and The Chase Manhattan Bank (National
Association), as Trustee (the "Trustee"). Pursuant to the terms
of the Indenture, units of fractional undivided interest in the
Trust (the "Units") will be issued in the aggregate number set
forth in the Indenture.
We have examined and are familiar with originals or
certified copies, or copies otherwise identified to our
satisfaction, of such documents as we have deemed necessary or
appropriate for the purpose of this opinion. In giving this
opinion, we have relied upon the two opinions, each dated today
and addressed to the Trustee, of Chapman and Cutler, counsel for
the Depositor, with respect to the matters of law set forth
therein.
Based upon the foregoing, we are of the opinion that:
1. The Trust will not constitute an association taxable as
a corporation under New York law, and accordingly will not be
subject to the New York State franchise tax or the New York City
general corporation tax.
2. Under the income tax laws of the State and City of New
York, the income of the Trust will be considered the income of
the holders of the Units.
We consent to the filing of this opinion as an exhibit to
the Registration Statement (No. 33-64291) filed with the
Securities and Exchange Commission with respect to the
registration of the sale of the Units and to the references to
our name under the captions "What is the Federal Tax Status of
Unit-holders?" and "Legal Opinions" in such Registration
Statement and the preliminary prospectus included therein.
Very truly yours,
CARTER, LEDYARD & MILBURN
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
December 5, 1995
The Chase Manhattan Bank
(National Association), as Trustee of
The First Trust Special Situations
Trust, Series 130
Peroni Top Ten Growth
Trust, Series 1
770 Broadway - 6th Floor
New York, New York 10003
Attention: Mr. Paul J. Holland
Vice President
Re: The First Trust Special Situations Trust, Series 130
Peroni Top Ten Growth Trust, Series 1
Dear Sirs:
We are acting as counsel for The Chase Manhattan Bank
(National Association) ("Chase") in connection with the execution
and delivery of a Trust Agreement ("the Trust Agreement") dated
today's date (which Trust Agreement incorporates by reference
certain Standard Terms and Conditions of Trust dated November 20,
1991, and the same are collectively referred to herein as the
"Indenture") among Nike Securities L.P., as Depositor (the
"Depositor"), FT Evaluators L.P., as Evaluator, First Trust
Advisors L.P., as Portfolio Supervisor; and Chase, as Trustee
(the "Trustee"), establishing The First Trust Special Situations
Trust, Series 130, consisting of Peroni Top Ten Growth Trust,
Series 1 (the "Trust"), and the execution by Chase, as Trustee
under the Indenture, of a certificate or certificates evidencing
ownership of units (such certificate or certificates and such
aggregate units being herein called "Certificates" and "Units"),
each of which represents an undivided interest in the respective
Trust which consists of common stocks (including confirmations of
contracts for the purchase of certain stocks and bonds not
delivered and cash, cash equivalents or an irrevocable letter of
credit or a combination thereof, in the amount required for such
purchase upon the receipt of such stocks and bonds), such stocks
and bonds being defined in the Indenture as Securities and listed
in the Schedule to the Indenture.
We have examined the Indenture, the Closing Memorandum dated
today's date, a specimen Certificate, and such other documents as
we have deemed necessary in order to render this opinion. Based
on the foregoing, we are of the opinion that:
1. Chase is a duly organized and existing national banking
association authorized to exercise trust powers.
2. The Trust Agreement has been duly executed and
delivered by Chase and, assuming due execution and delivery by
the other parties thereto, constitutes the valid and legally
binding obligation of Chase.
3. The Certificates are in proper form for execution and
delivery by Chase, as Trustee.
4. Chase, as Trustee, has duly executed and delivered to
or upon the order of the Depositor a Certificate or Certificates
evidencing ownership of the Units, registered in the name of the
Depositor. Upon receipt of confirmation of the effectiveness of
the registration statement for the sale of the Units filed with
the Securities and Exchange Commission under the Securities Act
of 1933, the Trustee may deliver such other Certificates, in such
names and denominations as the Depositor may request, to or upon
the order of the Depositor as provided in the Closing Memorandum.
5. Chase, as Trustee, may lawfully advance to the Trust
amounts as may be necessary to provide periodic interest
distributions of approximately equal amounts, and be reimbursed,
without interest, for any such advances from funds in the
interest account, as provided in the Indenture.
In rendering the foregoing opinion, we have not considered,
among other things, whether the Securities have been duly
authorized and delivered.
Very truly yours,
CARTER, LEDYARD & MILBURN
FT Evaluators L.P.
1001 Warrenville Road
Lisle, Illinois 60532
December 5, 1995
Nike Securities L.P.
1001 Warrenville Road
Lisle, IL 60532
Re: THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 130
Gentlemen:
We have examined the Registration Statement File No.
33-64291 for the above captioned fund. We hereby consent to the
use in the Registration Statement of the references to FT
Evaluators L.P. as evaluator.
You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.
Sincerely,
FT Evaluators L.P.
Carlos E. Nardo
Senior Vice President
<TABLE> <S> <C>
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<LEGEND> This schedule contains summary financial information
extracted from Amendment number 1 to form S-6 and is qualified
in its entirety by reference to such Amendment number 1 to form S-6.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> Peroni Top Ten Growth Trust
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<S> <C>
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<FISCAL-YEAR-END> DEC-05-1995
<PERIOD-START> DEC-05-1995
<PERIOD-END> DEC-05-1995
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<DISTRIBUTIONS-OF-INCOME> 0
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<ACCUMULATED-NII-PRIOR> 0
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<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
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<PER-SHARE-DIVIDEND> 0
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