AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1995
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
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:
Quest for Value's Unit Investment Laddered Trust Series
("QUILTS"), QUILTS Income -- U.S. Treasury Series 12, QUILTS
Income -- U.S. Treasury Series 13 and QUILTS Asset Builder --
U.S. Treasury Series 14
B. NAME OF DEPOSITOR:
Quest for Value Distributors
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
Quest for Value Distributors
Two World Financial Center
225 Liberty Street
New York, New York 10080-6116
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
SUSAN A. MURPHY MICHAEL R. ROSELLA, Esq.
Senior Vice President Battle Fowler LLP
Quest Cash Management Services Park Avenue Tower
Oppenheimer Capital 75 East 55th Street
Two World Financial Center New York, New York 10022
225 Liberty Street (212) 856-6858
New York, New York 10080-6116
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Quest for Value's Unit Investment
Laddered Trust Series ("QUILTS"), QUILTS Income -- U.S. Treasury
Series 12, QUILTS Income -- U.S. Treasury Series 13 and QUILTS Asset
Builder -- U.S. Treasury Series 14 is being registered under the
Securities Act of 1933 pursuant to Section 24(f) of the Investment
Company Act of 1940, as amended, and Rule 24f-2 thereunder.
F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE
SECURITIES BEING REGISTERED: Indefinite
G. AMOUNT OF FILING FEE:
$500 (as required by Rule 24f-2)
H. APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of the Registration
Statement. _____ Check if it is proposed that this filing will become
effective immediately upon filing pursuant to Rule 487.
The registrant hereby amends the registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
277781.1
<PAGE>
Quest for Value's Unit Investment Laddered Trust Series
QUILTS Income -- U.S. Treasury Series 12
QUILTS Income -- U.S. Treasury Series 13
QUILTS Asset Builder -- U.S. Treasury Series 14
CROSS-REFERENCE SHEET
Pursuant to Rule 404 of Regulation C
Under the Securities Act of 1933
(Form N-8B-2 Items Required by Instruction as
to the Prospectus in Form S-6)
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
I. ORGANIZATION AND GENERAL INFORMATION
<S> <C>
1. (a) Name of trust.............................. Front cover of Prospectus
(b) Title of securities issued................. Front cover of Prospectus
2. Name and address of each depositor.............. The Sponsor
3. Name and address of trustee..................... The Trustee
4. Name and address of principal underwriters...... Distribution of Units
5. State of organization of trust.................. Organization
6. Execution and termination of trust agreement Trust Agreement, Amendment
and Termination
7. Changes of name................................. Not Applicable
8. Fiscal year..................................... Not Applicable
9. Litigation...................................... None
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES
OF THE TRUST
10. (a) Registered or bearer securities........................ Book Entry Units
(b) Cumulative or distributive securities Interest and Principal Distributions
(c) Redemption Trustee Redemption
(d) Conversion, transfer, etc Book Entry Units, Sponsor Repurchase,
Trustee Redemption
(e) Periodic payment plan.................................. Not Applicable
(f) Voting rights Trust Agreement, Amendment and
Termination
(g) Notice to certificateholders Records, Portfolio, Substitution of Securities,
Trust Agreement, Amendment and
Termination, The Sponsor, the Trustee
(h) Consents required...................................... Trust Agreement, Amendment and Termination
(i) Other provisions....................................... Tax Status
11. Type of securities comprising units Objectives, Portfolio, Portfolio Summary
12. Certain information regarding periodic payment
certificates................................................ Not Applicable
13. (a) Load, fees, expenses, etc Summary of Essential Information, Public
Offering Price, Market for Units, Volume and
Other Discounts, Sponsor's Profits, Trust
Expenses and Charges
(b) Certain information regarding periodic
payment certificates................................... Not Applicable
(c) Certain percentages Summary of Essential Information, Public
Offering Price, Market for Units, Volume
and Other Discounts
(d) Price differences Volume and Other Discounts, Distribution of
Units
(e) Other loads, fees, expenses Book Entry Units
(f) Certain profits receivable by depositors,
principal underwriters, trustee or
affiliated persons Sponsor's Profits, Portfolio Summary
(g) Ratio of annual charges to income Not Applicable
14. Issuance of trust's securities Organization, Certificates
15. Receipt and handling of payments from purchasers Organization
16. Acquisition and disposition of underlying
securities Organization, Objectives, Portfolio, Portfolio
Supervision
17. Withdrawal or redemption Comparison of Public Offering Price,
Sponsor's Repurchase Price and Redemption
Price, Sponsor Repurchase, Trustee
Redemption
18. (a) Receipt, custody and disposition of income Monthly Distributions, Interest and Principal
Distributions, Portfolio Supervision
(b) Reinvestment of distributions Not Applicable
(c) Reserves or special funds Interest and Principal Distributions
(d) Schedule of distributions Not Applicable
19. Records, accounts and reports Records
20. Certain miscellaneous provisions of trust
agreement
(a) Amendment.............................................. Trust Agreement, Amendment and Termination
(b) Termination............................................ Trust Agreement, Amendment and Termination
(c) and (d) Trustee, removal and successor The Trustee
(e) and (f) Depositor, removal and successor The Sponsor
21. Loans to security holders Not Applicable
22. Limitations on liability The Sponsor, The Trustee, The Evaluator
23. Bonding arrangements Part II - Item A
24. Other material provisions of trust agreement Not Applicable
III. Organization, Personnel and Affiliated Persons of Depositor
25. Organization of depositor The Sponsor
26. Fees received by depositor Not Applicable
27. Business of depositor The Sponsor
28. Certain information as to officials and affiliated
persons of depositor Not Applicable
29. Voting securities of depositor.............................. Not Applicable
30. Persons controlling depositor............................... Not Applicable
31. Payments by depositor for certain services
rendered to trust........................................... Not Applicable
32. Payments by depositor for certain other services
rendered to trust........................................... Not Applicable
33. Remuneration of employees of depositor for
certain services rendered to trust.......................... Not Applicable
34. Remuneration of other person for certain services
rendered to trust........................................... Not Applicable
IV. Distribution and Redemption of Securities
35. Distribution of trust's securities by states................ Distribution of Units
36. Suspension of sales of trust's securities................... Not Applicable
37. Revocation of authority to distribute....................... None
38. (a) Method of distribution................................. Distribution of Units
(b) Underwriting agreements Distribution of Units
(c) Selling agreements..................................... Distribution of Units
39. (a) Organization of principal underwriters................. The Sponsor
(b) N.A.S.D. membership of principal
underwriters........................................... The Sponsor
40. Certain fees received by principal underwriters............. The Sponsor
41. (a) Business of principal underwriters The Sponsor
(b) Branch offices of principal underwriters............... The Sponsor
(c) Salesmen of principal underwriters..................... The Sponsor
42. Ownership of trust's securities by certain persons Not Applicable
43. Certain brokerage commissions received by
principal underwriters...................................... Not Applicable
44. (a) Method of valuation Summary of Essential Information, Market for
Units, Offering Price, Accrued Interest,
Volume and Other Discounts, Distribution of
Units, Comparison of Public Offering Price,
Sponsor's Repurchase Price and Redemption
Price, Sponsor Repurchase, Trustee
Redemption
(b) Schedule as to offering price Summary of Essential Information
(c) Variation in offering price to certain
persons Distribution of Units, Volume and Other
Discounts
45. Suspension of redemption rights Not Applicable
46. (a) Redemption valuation Comparison of Public Offering Price,
Sponsor's Repurchase Price and Redemption
Price, and Redemption Price, and Trustee
Redemption
(b) Schedule as to redemption price Summary of Essential Information
47. Maintenance of position in underlying securities Comparison of Public Offering Price,
Sponsor's Repurchase Price and Redemption
Price, Sponsor Repurchase, Trustee
Redemption
V. Information Concerning the Trustee or Custodian
48. Organization and regulation of trustee The Trustee
49. Fees and expenses of trustee Trust Expenses and Charges
50. Trustee's lien Trust Expenses and Charges
VI. Policy of Registrant
51. (a) Provisions of trust agreement with respect
to selection or elimination of underlying
securities Objectives, Portfolio, Portfolio Supervision,
Substitution of Securities
(b) Transactions involving elimination of
underlying securities.................................. Not Applicable
(c) Policy regarding substitution or elimination
of underlying securities............................... Substitution of Securities
(d) Fundamental policy not otherwise covered............... Not Applicable
52. Tax status of trust......................................... Tax Status
VII. FINANCIAL AND STATISTICAL INFORMATION
53. Trust's securities during last ten years.................... Not Applicable
54. Hypothetical account for issuers of periodic
payment plans............................................... Not Applicable
55. Certain information regarding periodic payment
certificates................................................ Not Applicable
56. Certain information regarding periodic payment
plans....................................................... Not Applicable
57. Certain other information regarding periodic
payment plans............................................... Not Applicable
58. Financial statements (Instruction 1(c) to Form
S-6) Statement of Financial Condition
</TABLE>
277781.1
<PAGE>
Subject to Completion Dated June 6, 1995
QUEST FOR VALUE'S UNIT INVESTMENT
LADDERED TRUST SERIES ("QUILTS")
QUILTS Income -- U.S. Treasury Series 12
QUILTS Income -- U.S. Treasury Series 13
QUILTS Asset Builder -- U.S. Treasury Series 14
This Trust consists of three separate unit investment trusts designated
Quest for Value's Unit Investment Laddered Trust Series ("QUILTS"), QUILTS
Income -- U.S. Treasury Series 12, QUILTS Income -- U.S. Treasury Series 13 and
QUILTS Asset Builder -- U.S. Treasury Series 14 (collectively, the "Trusts").
Investors will be able to purchase units of the Trusts upon the effectiveness of
the registration statement relating to the units of these Trusts.
The attached final prospectus for previous series of QUILTS is hereby
used as a preliminary prospectus for this Series offering. The narrative
information and structure of the final prospectus for each of these Series will
be substantially similar to the attached final prospectus for a previous Series.
Information with respect to pricing, the number of units, dates and summary
information regarding the characteristics of securities to be deposited in this
Series is not now available and will be different since each Series has a unique
portfolio. Accordingly, the material found herein which reflects the particular
characteristics of a previous Series should not be taken as applicable to the
portfolios of each of these Series and should be considered only as a general
description of this Series. The Trusts will consist of underlying portfolios of
U.S. Treasury Obligations (the "Securities") that are backed by the full faith
and credit of the United States Government. Each Trust is designed to have
regularly scheduled payments of principal during its life from a portfolio of
Securities with laddered maturities. The weighted average maturity of the
Securities in the portfolios of each Trust will be specified in the final
prospectus for the Trusts and may vary materially from that of the previous
Series. The value of the Units of the Trusts will fluctuate with fluctuations in
the value of the underlying Securities in the portfolios of each Trust.
Therefore, Unit Holders who sell their Units prior to termination of the Trusts
may receive more or less than their original purchase price upon sale. The
estimated current return and estimated long term return for each of these Series
will depend on the interest rates and offering prices of the Securities and may
vary materially from that of the previous Series. Investors should contact
account executives of the Sponsor or of any underwriter who will be informed of
the expected effective date of each of these Series and who will be supplied
with complete information with respect to such Series on the day of and
immediately prior to the effectiveness of the registration statement relating to
the units of each of these Series.
The sales charge for Quest for Value's Unit Investment Laddered Trust
Series ("QUILTS"), QUILTS Income -- U.S. Treasury Series 12, QUILTS Income --
U.S. Treasury Series 13 and QUILTS Asset Builder -- U.S. Treasury Series 14 is
expected to be not in excess of 6% of the Public Offering Price per 1,000 units
for each Trust (6.383% of the net amount invested).
This Prospectus consists of two parts. Part A contains a Summary of
Essential Information for each Trust including descriptive material relating to
each Trust, the Statement of Condition of the Trusts and the Portfolios of each
Trust. Part B contains general information about the Trusts. Part A may not be
distributed unless accompanied by Part B.
- ------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
PROSPECTUS PART A DATED JUNE __, 1995
Please read and retain both parts of this Prospectus for future
reference.
Information contained herein is subject to completion or amendment. A
registration statement relating to these Securities has been filed with the
Securities and Exchange Commission. These Securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or solicitation
of an offer to buy nor shall there be any sale of these Securities in any state
in which said offer, solicitation or sale would be unlawful prior to the
registration or qualification under the Securities Laws of any state.
277790.1
<PAGE>
("QUILTS")
QUEST FOR VALUE'S
UNIT INVESTMENT LADDERED TRUST SERIES
A Unit Investment Trust
QUILTS Income-U.S. Treasury Series 8
QUILTS Asset Builder-U.S. Treasury Series 9
QUILTS Income-U.S. Treasury Series 10
QUILTS Asset Builder-U.S. Treasury Series 11
- --------------------------------------------------------------------------------
QUILTS consists of four separate unit investment trusts designated
QUILTS Income-U.S. Treasury Series 8, QUILTS Asset Builder-U.S. Treasury Series
9 , QUILTS Income-U.S. Treasury Series 10 and QUILTS Asset Builder-U.S. Treasury
Series 11 (collectively, the "Trusts"). The Sponsor of the Trusts is Quest for
Value Distributors (the "Sponsor"). The objectives of the Trusts are to provide
safety of principal and, with respect to QUILTS-Income U.S. Treasury Series 8
current quarterly distributions of interest and, with respect to QUILTS
Income-U.S. Treasury Series 10 current monthly distributions of interest. With
respect to QUILTS Asset Builder-U.S. Treasury Series 9 and QUILTS Asset
Builder-U.S. Treasury Series 11, the Trusts seek to accumulate principal value
in the Units over the life of the Trust. Units of the Trusts may be suited for
purchase by IRAs, self-employed retirement plans (formerly Keogh Plans),
pension, profit-sharing and other qualified retirement plans. Investors
considering participation in any such plan should review specific tax laws and
pending legislation related thereto and should consult their attorneys or tax
advisers with respect to the establishment and maintenance of any such plan.
(See "Retirement Plans" and "Tax Status" in Part B of this Prospectus.) The
Trusts also seek to provide investment flexibility by allowing investors to
choose among four portfolios, each with a differing weighted average maturity
and quality. Each Trust seeks to achieve these objectives by investment in a
portfolio of U.S. Treasury Obligations (the "Treasury Securities") that are
backed by the full faith and credit of the United States Government. (The
Treasury Securities are sometimes collectively referred to as the "Securities".)
Each Trust is designed to have regularly scheduled payments of principal during
its life from a portfolio of Securities with laddered maturities. The value of
the Units of the Trusts will fluctuate with fluctuations in the value of the
underlying Securities in the portfolios of each Trust. Therefore, Unit Holders
who sell their Units prior to termination of the Trusts may receive more or less
than their original purchase price upon sale.
These Trusts may be particularly appropriate for foreign investors as
the income from the Trusts, provided certain conditions are met, will be exempt
from withholding for U.S. Federal income tax purposes. A foreign investor must
provide a completed W-8 Form to his financial representative or the Trustee to
avoid withholding on his account.
The Trusts may also be appropriate for investors who desire to
participate in a portfolio of taxable fixed income securities offering the
safety of principal provided by an investment backed by the full faith and
credit of the United States. In addition, many investors may benefit from the
exemption from state and local personal income taxes that will pass through the
Trusts to Unit Holders.
This Prospectus consists of two parts. Part A contains a Summary of
Essential Information for each Trust including descriptive material relating to
each Trust, the Statement of Condition of the Trusts and the Portfolios of each
Trust. Part B contains general information about the Trusts. Part A may not be
distributed unless accompanied by Part B.
QUILTS are not a deposit or other obligation of, or guaranteed by, a
depository institution. QUILTS are not insured by the FDIC and are subject to
investment risks, including possible loss of the principal amount invested.
================================================================================
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTUS PART A DATED JANUARY 26, 1995
Please read and retain both parts of this
Prospectus for future reference.
278320.1
<PAGE>
QUILTS Income
U.S. Treasury Series 8
SUMMARY OF ESSENTIAL INFORMATION AS OF JANUARY 25, 1995 (The initial Date of
Deposit which is the date on which the Trust Agreement was signed and the
deposit of Securities with the Trustee was made.)
<TABLE>
<S> <C>
CUSIP#: 74834K185 Evaluation Time: 12:00 Noon New York Time on the initial
Sponsor: Quest for Value Distributors Date of Deposit and 4:00 P.M. thereafter.
Date of Deposit: January 25, 1995 Minimum Purchase: 1,000 Units
Aggregate Principal Amount Minimum Principal Distribution: $1.00 per 1,000 Units.
of Securities:................$500,000 Weighted Average Maturity of Securities in the Portfolio:
Number of Units: (The number of Units will 1.23 years
be increased as the Sponsor deposits Minimum Value of Trust: The Trust may be terminated if
additional Securities into the Trust.).....500,000 the value of the Securities in the Trust is less than
Fractional Undivided Interest in Trust 40% of the original aggregate principal amount of
per 1,000 Units:.............................1/500 Securities in the Trust.
Public Offering Price: Mandatory Termination Date: The earlier of October 15,
Aggregate Offering Price of Securities 1997
in Trust......................$500,328 or the disposition of the last Security in the Trust.
Divided By 500,000 Units multiplied Trustee and Evaluator: The Bank of New York.
by 1,000.....................$1,000.66 Trustee's Annual Fee and Estimated Expenses: $1.60 per
Plus Sales Charge of 1.70% of Public 1,000 Units.
Offering Price..................$17.31 Annual Supervisory Fee (Payable to an affiliate of the
Public Offering Price per Sponsor): Maximum of $.10 per $1,000 principal
1,000 Units(1)...............$1,017.97 amount of Securities (see "Trust Expenses and
Redemption Price per 1,000 Charges" in Part B).
Units........................$1,000.03
Sponsor's Initial Repurchase Price
per 1,000 Units:.............$1,000.66
Excess of Public Offering Price Over
Redemption Price per 1,000 Units:............$17.94
Excess of Sponsor's Initial Repurchase Price
Over Redemption Price per 1,000 Units:.........$.63
</TABLE>
INFORMATION PER 1,000 UNITS
BASED UPON QUARTERLY DISTRIBUTIONS
Gross annual interest income (cash)............ $69.75
Less estimated annual fees and expenses(4)..... 1.70
-------
Estimated net annual interest income (cash)(2).. 68.05
Estimated daily interest accrual (Does not
include income accrual from original issue
discount bonds.).......................... .189
Estimated current return based on Public Offering
Price (Does not include income accrual
from original issue discount bonds. The
estimated current return is increased for
transactions entitled to a discount.)(4).. 6.68%
Estimated long term return (Does not include
income accrual from original issue
discount bonds. The estimated
long term return is increased for
transactions entitled to a discount.)(3)(4) 6.94%
First record date..........................April 15, 1995
First interest payment date................April 30, 1995
Subsequent record dates.................15th day of last month of each quarter
Subsequent interest payment dates..............Last day of each quarter
- --------------------------
(1) No accrued interest will be added for any person contracting to
purchase Units on the date of this Prospectus. Anyone ordering Units
after such Date will pay accrued interest from February 2, 1995 to the
date of settlement (five business days after order) (the "First
Settlement Date"), less distributions from the Interest Account
subsequent to February 2, 1995.
A-2
278320.1
<PAGE>
(2) The first interest distribution of $13.23 per 1,000 Units for Treasury
Income Series 8 will be made on April 30, 1995 (the "First Payment Date")
to all Unit Holders of record on April 15, 1995 (the "First Record Date").
The next quarterly payment per 1,000 Units of Treasury Income Series 8,
will be $16.96 on July 31, 1995 and thereafter (the "Quarterly Payment
Date").
(3) Estimated long term return is calculated by each Trust by computing the
average of the yields to maturity (or earlier call date) of the
Securities in the portfolio of the Trust in accordance with accepted
practices (taking into account the amortization of premiums, accretion of
discounts, market value, and estimated retirement of each Security) and
subtracting from the average yield so calculated the fees, expenses and
sales charge of each Trust. Estimated current return is calculated by
dividing the estimated net annual interest income by the Public Offering
Price per Unit. In contrast to the estimated long term return, the
estimated current return does not take into account the amortization of
premium or accretion of discount on the underlying Securities, if any.
These returns do not include the effects of any delay in payments to Unit
Holders and a calculation which includes those effects would be lower.
See "Estimated Long Term Return and Estimated Current Return" in Part B.
(4) Assumes the Trust will reach a size of 5,000,000 Units as estimated by the
Sponsor; expenses per Unit will vary with the actual size of the Trust. If
the Trust does not reach this Unit level, the Estimated Annual Fees and
Expenses per Unit, the Estimated Current Return and the Estimated Long
Term Return will be adversely affected.
A-3
278320.1
<PAGE>
QUILTS Asset Builder
U.S. Treasury Series 9
SUMMARY OF ESSENTIAL INFORMATION AS OF JANUARY 25, 1995 (The initial Date of
Deposit which is the date on which the Trust Agreement was signed and the
deposit of Securities with the Trustee was made.)
<TABLE>
<S> <C>
CUSIP#: 74834K193 Evaluation Time: 12:00 Noon New York Time on the
Sponsor: Quest for Value Distributors initial Date of Deposit and 4:00 P.M. thereafter.
Date of Deposit: January 25, 1995 Minimum Purchase: 1,000 Units
Aggregate Principal Amount of Securities:...........$500,000 Minimum Principal Distribution: $1.00 per 1,000 Units.
Number of Units: (The number of Units will Weighted Average Maturity of Securities in the Portfolio:
be increased as the Sponsor 2.29 years
deposits additional Securities into Minimum Value of Trust: The Trust may be terminated if
the Trust.)......................500,000 the value of the Securities in the Trust is less than
Fractional Undivided Interest in Trust per 40% of the original aggregate principal amount of
1,000 Units:.......................1/500 Securities in the Trust.
Public Offering Price: Mandatory Termination Date: The earlier of May 31,
Aggregate Offering Price of Securities in 1999 or the disposition of the last Security in the
Trust...................$423,767 Trust.
Divided By 500,000 Units multiplied by Trustee and Evaluator: The Bank of New York.
1,000....................$847.53 Trustee's Annual Fee and Estimated Expenses: $.53 per
Plus Sales Charge of 1.95% of Public 1,000 Units.
Offering Price............$16.86 Annual Supervisory Fee (Payable to an affiliate of the
Public Offering Price per 1,000 Units(1).............$864.39 Sponsor): Maximum of $.10 per $1,000 principal
Redemption Price per 1,000 Units.....................$846.19 amount of Securities (see "Trust Expenses and
Sponsor's Initial Repurchase Price per 1,000 Charges" in Part B).
Units:...........................$847.53
Excess of Public Offering Price Over
Redemption Price per 1,000
Units:............................$18.20
Excess of Sponsor's Initial Repurchase Price
Over Redemption Price per 1,000
Units:.............................$1.34
INFORMATION PER 1,000 UNITS
Gross annual interest income (cash) (Does not include income accrued from
original issue discount bonds.) $1.08 Less estimated annual fees and expenses
(The Trustee will retain excess interest income in
the Trust to pay future expenses.)(3)................... .63
-----
Estimated net annual interest income (cash) (Does not
include income accrual from original issue discount
bonds.)................................................. $.45
Estimated long term return (Does not include income accrual
from original issue discount bonds.
The estimated long term return is increased for transactions
entitled to a discount.)(2)(3).....................................7.38%
- --------------------------
(1) No accrued interest will be added for any person contracting to purchase
Units on the date of this Prospectus. Anyone ordering Units after such
Date will pay accrued interest from February 2, 1995 to the date of
settlement (five business days after order) (the "First Settlement Date"),
less distributions from the Interest Account subsequent to February 2,
1995.
(2) Estimated long term return is calculated by each Trust by computing the
average of the yields to maturity (or earlier call date) of the Securities
in the portfolio of the Trust in accordance with accepted practices
(taking into account the amortization of premiums, accretion of discounts,
market value, and estimated retirement of each Security) and subtracting
from the average yield so calculated the fees, expenses and sales charge
of each Trust. This return does not include the effects of any delay in
payments to Unit Holders and a calculation which includes those effects
would be lower. See "Estimated Long Term Return and Estimated Current
Return" in Part B.
(3) Assumes the Trust will reach a size of 5,000,000 Units as estimated by the
Sponsor; expenses per Unit will vary with the actual size of the Trust. If
the Trust does not reach this Unit level, the Estimated Annual Fees and
Expenses per Unit, and the Estimated Long Term Return will be adversely
affected.
A-4
278320.1
<PAGE>
QUILTS Income
U.S. Treasury Series 10
SUMMARY OF ESSENTIAL INFORMATION AS OF JANUARY 25, 1995 (The initial Date of
Deposit which is the date on which the Trust Agreement was signed and the
deposit of Securities with the Trustee was made.)
</TABLE>
<TABLE>
<S> <C>
CUSIP#: 74834K201 Evaluation Time: 12:00 Noon New York Time on the initial
Sponsor: Quest for Value Distributors Date of Deposit and 4:00 P.M. thereafter.
Date of Deposit: January 25, 1995 Minimum Purchase: 1,000 Units
Aggregate Principal Amount Minimum Principal Distribution: $1.00 per 1,000 Units.
of Securities:................$500,000 Weighted Average Maturity of Securities in the Portfolio:
Number of Units: (The number of Units will 3.24 years
be increased as the Sponsor deposits Minimum Value of Trust: The Trust may be terminated if
additional Securities into the Trust.).....500,000 the value of the Securities in the Trust is less than
Fractional Undivided Interest in Trust 40% of the original aggregate principal amount of
per 1,000 Units:............................1/500 Securities in the Trust.
Public Offering Price: Mandatory Termination Date: The earlier of May 15, 2001
Aggregate Offering Price of Securities or the disposition of the last Security in the Trust.
in Trust......................$501,125 Trustee and Evaluator: The Bank of New York.
Divided By 500,000 Units multiplied Trustee's Annual Fee and Estimated Expenses: $1.53 per
by 1,000.....................$1,002.25 1,000 Units.
Plus Sales Charge of 1.95% of Public Annual Supervisory Fee (Payable to an affiliate of the
Offering Price..................$19.93 Sponsor): Maximum of $.10 per $1,000 principal
Public Offering Price per amount of Securities (see "Trust Expenses and
1,000 Units(1)...............$1,022.18 Charges" in Part B).
Redemption Price per 1,000
Units........................$1,001.63
Sponsor's Initial Repurchase Price
per 1,000 Units:.............$1,002.25
Excess of Public Offering Price Over
Redemption Price per 1,000 Units:............$20.55
Excess of Sponsor's Initial Repurchase Price
Over Redemption Price per 1,000 Units:.........$.62
INFORMATION PER 1,000 UNITS
BASED UPON MONTHLY DISTRIBUTIONS
Gross annual interest income (cash)..................... $76.00
Less estimated annual fees and expenses(4).............. 1.63
-------
Estimated net annual interest income (cash)(2).......... 74.37
Estimated daily interest accrual (Does not include
income accrual from original issue
discount bonds.).................................. 0.207
Estimated current return based on Public Offering Price
(Does not include income accrual
from original issue discount bonds.
The estimated current return is increased for
transactions entitled to a discount.)(4).......... 7.27%
Estimated long term return (Does not include income
accrual from original issue
discount bonds. The estimated
long term return is increased for
transactions entitled to a discount.)(3)(4)....... 7.38%
First record date....................................... February 15, 1995
First interest payment date............................. February 28, 1995
Subsequent record dates..............................15th day of each month
Subsequent interest payment dates....................Last day of each month
- --------------------------
(1) No accrued interest will be added for any person contracting to purchase
Units on the date of this Prospectus. Anyone ordering Units after such
Date will pay accrued interest from February 2, 1995 to the date of
settlement (five business days after order) (the "First Settlement Date"),
less distributions from the Interest Account subsequent to February 2,
1995.
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(2) The first interest distribution of $2.64 per 1,000 Units for Treasury
Income Series 10 will be made on February 28, 1995 (the "First Payment
Date") to all Unit Holders of record on February 15, 1995 (the "First
Record Date"). The regular monthly payment per 1,000 Units of Treasury
Income Series 10, will be $6.11 on March 31, 1995 and thereafter (the
"Monthly Payment Date").
(3) Estimated long term return is calculated by each Trust by computing the
average of the yields to maturity (or earlier call date) of the
Securities in the portfolio of the Trust in accordance with accepted
practices (taking into account the amortization of premiums, accretion of
discounts, market value, and estimated retirement of each Security) and
subtracting from the average yield so calculated the fees, expenses and
sales charge of each Trust. Estimated current return is calculated by
dividing the estimated net annual interest income by the Public Offering
Price per Unit. In contrast to the estimated long term return, the
estimated current return does not take into account the amortization of
premium or accretion of discount on the underlying Securities, if any.
These returns do not include the effects of any delay in payments to Unit
Holders and a calculation which includes those effects would be lower.
See "Estimated Long Term Return and Estimated Current Return" in Part B.
(4) Assumes the Trust will reach a size of 10,000,000 Units as estimated by
the Sponsor; expenses per Unit will vary with the actual size of the
Trust. If the Trust does not reach this Unit level, the Estimated Annual
Fees and Expenses per Unit, the Estimated Current Return and the Estimated
Long Term Return will be adversely affected.
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QUILTS Asset Builder
U.S. Treasury Series 11
SUMMARY OF ESSENTIAL INFORMATION AS OF JANUARY 25, 1995 (The initial Date of
Deposit which is the date on which the Trust Agreement was signed and the
deposit of Securities with the Trustee was made.)
</TABLE>
<TABLE>
<S> <C>
CUSIP#: 74834K219 Evaluation Time: 12:00 Noon New York Time on the initial
Sponsor: Quest for Value Distributors Date of Deposit and 4:00 P.M. thereafter.
Date of Deposit: January 25, 1995 Minimum Purchase: 1,000 Units
Aggregate Principal Amount of Securities:...........$500,000 Minimum Principal Distribution: $1.00 per 1,000 Units.
Number of Units: (The number of Units will be Weighted Average Maturity of Securities in the Portfolio:
increased as the Sponsor deposits 9.04 years
additional Securities into the Trust.)500,000 Minimum Value of Trust: The Trust may be terminated if the
Fractional Undivided Interest in Trust per value of the Securities in the Trust is less than 40% of
1,000 Units:.........................1/500 the original aggregate principal amount of Securities in
Public Offering Price: the Trust.
Aggregate Offering Price of Mandatory Termination Date: The earlier of August 31, 2006
Securities in Trust........$252,894 or the disposition of the last Security in the Trust.
Divided By 500,000 Units multiplied Trustee and Evaluator: The Bank of New York.
by 1,000....................$505.79 Trustee's Annual Fee and Estimated Expenses: $.53 per
Plus Sales Charge of 3.05% of 1,000 Units.
Public Offering Price........$15.91 Annual Supervisory Fee (Payable to an affiliate of the
Public Offering Price per 1,000 Units(1).............$521.70 Sponsor): Maximum of $.10 per $1,000 principal
Redemption Price per 1,000 Units.....................$503.84 amount of Securities (see "Trust Expenses and Charges"
Sponsor's Initial Repurchase Price per 1,000 in Part B).
Units:.............................$505.79
Excess of Public Offering Price Over
Redemption Price per 1,000 Units:...$17.86
Excess of Sponsor's Initial Repurchase Price
Over Redemption Price per 1,000
Units:...............................$1.95
INFORMATION PER 1,000 UNITS
Gross annual interest income (cash) (Does not
include income accrued from
original issue discount bonds.)..................... $1.08
Less estimated annual fees and expenses
(The Trustee will retain excess interest income in
the Trust to pay future expenses.)(3)..... ........... .63
-----
Estimated net annual interest income (cash) (Does
not include income accrual from original
issue discount bonds.)................................ $.45
Estimated long term return (Does not include
income accrual from original issue discount bonds.
The estimated long term return is increased for
transactions entitled to a discount.)(2)(3).....................7.54%
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(1) No accrued interest will be added for any person contracting to purchase
Units on the date of this Prospectus. Anyone ordering Units after such
Date will pay accrued interest from February 2, 1995 to the date of
settlement (five business days after order) (the "First Settlement Date"),
less distributions from the Interest Account subsequent to February 2,
1995.
(2) Estimated long term return is calculated by each Trust by computing the
average of the yields to maturity (or earlier call date) of the Securities
in the portfolio of the Trust in accordance with accepted practices
(taking into account the amortization of premiums, accretion of discounts,
market value, and estimated retirement of each Security) and subtracting
from the average yield so calculated the fees, expenses and sales charge
of each Trust. This return does not include the effects of any delay in
payments to Unit Holders and a calculation which includes those effects
would be lower. See "Estimated Long Term Return and Estimated Current
Return" in Part B.
(3) Assumes the Trust will reach a size of 5,000,000 Units as estimated by the
Sponsor; expenses per Unit will vary with the actual size of the Trust. If
the Trust does not reach this Unit level, the Estimated Annual Fees and
Expenses per Unit, and the Estimated Long Term Return will be adversely
affected.
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QUEST FOR VALUE'S
UNIT INVESTMENT LADDERED TRUST SERIES
("QUILTS")
The Trusts. QUILTS consists of four separate unit investment trusts
designated QUILTS Income-U.S. Treasury Series 8 ("Treasury Income Series 8"),
QUILTS Asset Builder-U.S. Treasury Series 9 ("Asset Builder Series 9"), QUILTS
Income-U.S. Treasury Series 10 ("Treasury Income Series 10") and QUILTS Asset
Builder-U.S. Treasury Series 11 ("Asset Builder Series 11") (collectively, the
"Trusts"). The Trusts were created under the laws of the State of New York by a
Trust Indenture and Agreement (the "Trust Agreement"), dated the initial Date of
Deposit, between Quest for Value Distributors, as sponsor (the "Sponsor") and
The Bank of New York, as trustee (the "Trustee"). The Trustee will also act as
the Evaluator for the Trusts. On the initial Date of Deposit, the Sponsor
deposited with the Trustee United States Treasury Obligations that are backed by
the full faith and credit of the United States Government including delivery
statements relating to contracts for the purchase of certain such Securities
(the "Securities") in the aggregate amount set forth in the "Summary of
Essential Information" for each Trust and cash or an irrevocable letter of
credit issued by a major commercial bank in the amount required for such
purchases. Thereafter, the Trustee, in exchange for the Securities so deposited,
delivered to the Sponsor a certificate evidencing the ownership of all of the
Units of the Trusts, which Units are being offered by this Prospectus. On the
initial Date of Deposit, each Unit in the Trusts represents an undivided
interest in the principal and net income of that Trust in the ratio of one Unit
for each $1.00 principal amount of Securities initially deposited in that Trust.
(See "The Trust Organization" in Part B.)
Objectives. The objectives of the Trusts are to obtain safety of
principal and, with respect to Treasury Income Series 8 and Treasury Income
Series 10 current distributions of interest. With respect to Asset Builder
Series 9 and Asset Builder Series 11, the Trusts seek to accumulate principal
value in the Units over the life of the Trust. The Trusts also seek to provide
investment flexibility by allowing investors to choose among four portfolios of
Securities, each with a differing weighted average maturity and quality. The
Trusts seek to achieve these objectives through investment in a fixed, laddered
portfolio of United States Treasury Securities. The Trusts are also structured
to provide protection against changes in interest rates and to pass through to
Unit Holders the exemption from state personal income taxes afforded to direct
owners of United States obligations.
98% of the aggregate principal amount of the Securities in Asset
Builder Series 9 are stripped U.S. Treasury notes or bonds with maturities of 1
year or more (hereinafter referred to as "Zero Coupon Bonds"). 2% of the
aggregate principal amount of the Securities in Asset Builder Series 9 are
interest-bearing securities which are used to pay the expenses of this Trust.
Any excess amounts remaining after expenses are paid will be paid to Unit
Holders of this Trust in cash. 99% of the aggregate principal amount of the
Securities in Asset Builder Series 11 are Zero Coupon Bonds. 1% of the aggregate
principal amount of the Securities in Asset Builder Series 11 are
interest-bearing securities which are used to pay the expenses of this Trust.
Any excess amounts remaining after expenses are paid will be paid to Unit
Holders of this Trust in cash. Zero Coupon Bonds provide for payment at maturity
at par value, but do not provide for the payment of current interest. (For the
amount of Zero Coupon Bonds in Asset Builder Series 9 and Asset Builder Series
11, and the cost of such Securities to that Trust, see "Portfolio" for Asset
Builder Series 9 and Asset Builder Series 11 in this Part A). Investors
generally will be required to recognize interest currently, even though they
will not receive a corresponding amount of cash until later years. Long-term
capital gains based upon the difference, if any, between the value of the
Securities at maturity, redemption or sale and their original purchase price at
discount (plus the earned portion of acquisition discount) are generally taxed,
in the case of individuals, at a rate less than the rate applicable to ordinary
income. (See "Tax Status" in Part B.) Investment in Asset Builder Series 9 and
Asset Builder Series 11 should be made with the understanding that the value of
Zero Coupon Bonds may be subject to greater fluctuation in response to changes
in interest rates than interest-bearing Securities. In addition, for certain
investors, the accrual of the market discount from the Zero Coupon Bonds is not
taxable until the Securities in Asset Builder Series 9 and Asset Builder
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Series 11 are disposed of or mature. (See "Tax Status" in Part B.) Any gain
realized on the disposition or maturities of these securities is treated as
ordinary interest income to the extent it represents accrued market discount.
Any excess over that amount would generally be treated as long-term capital gain
if held for more than 1 year.
The Treasury Securities are direct obligations of the United States and
are backed by its full faith and credit. The value of the Units, the estimated
current return (not applicable to Asset Builder Series 9 and Asset Builder
Series 11) and estimated long-term return to new purchasers will fluctuate with
the value of the Securities included in the portfolio of each Trust which will
generally decrease or increase inversely with changes in prevailing interest
rates. See "Tax Status" in Part B of this Prospectus.
With the deposit of the Securities in the Trusts on the initial Date of
Deposit, the Sponsor established a proportionate relationship among the face
amounts of each Security in the portfolio of each Trust. During the 90-day
period following the initial Date of Deposit, the Sponsor may deposit additional
Securities ("Additional Securities"), contracts to purchase Additional
Securities or cash (or a bank letter of credit in lieu of cash) with
instructions to purchase Additional Securities, in order to create new Units,
maintaining to the extent practicable the original proportionate relationship
among the face amounts of each Security in the portfolio of each Trust. It may
not be possible to maintain the exact original proportionate relationship among
the Securities deposited on the initial Date of Deposit because of, among other
reasons, purchase requirements, changes in prices, or unavailability of
Securities. Replacement Securities may be acquired under specified conditions
(see "The Trust" and "Trust Administration" in Part B of this Prospectus). Units
may be continuously offered to the public by means of this Prospectus (see
"Public Offering" in Part B) resulting in a potential increase in the number of
Units outstanding. Deposits of Additional Securities in the portfolio of each
Trust subsequent to the 90-day period following the initial Date of Deposit must
replicate exactly the proportionate relationship among the face amounts of
Securities comprising the portfolio of each Trust at the end of the initial 90-
day period. No assurance can be given that the Trusts' objectives will be
achieved. In addition, an investment in a Trust can be affected by fluctuations
in interest rates.
Portfolio Summaries. General. The Trusts are comprised of those
Securities listed in each "Portfolio" in this Part A. The portfolio of each
Trust initially consists of contracts to purchase U.S. Treasury Obligations
fully secured by the full faith and credit of the United States, certain of
which have been purchased at a market discount or premium. Certain Securities
may have been purchased on a "when, as, and if" issued basis. Interest on these
Securities begins accruing to the benefit of holders on their respective dates
of delivery. Unit Holders will be "at risk" with respect to these Securities
(i.e. may derive either gain or loss from fluctuations in the offering side
evaluation of the securities) from the date they commit for Units. The Trusts
consist of the Securities (or contracts to purchase the Securities) listed in
each Portfolio as may continue to be held from time to time in each Trust and
any Additional Securities deposited in the Trusts in connection with the sale of
additional Units to the public as described above, together with the accrued and
undistributed interest thereon and undistributed cash realized from the sale or
redemption of Securities (see "Trust Administration" in Part B of this
Prospectus). Neither the Sponsor nor the Trustee shall be liable in any way for
any default, failure or defect in any of the Securities. However, should any
deposited contract fail, the Sponsor shall, within 90 days from the initial Date
of Deposit, acquire replacement Securities and substitute them in the portfolios
of the Trust. If the failed Securities are not substituted or if the purchase
price of the substituted Securities does not exceed the cost of the original
contracts, the Sponsor shall make a pro rata distribution of the amount, if any,
by which the cost of the failed contract exceeded the cost of the substituted
security on the next scheduled distribution date.
On the Date of Deposit each Unit represented the fractional undivided
interest in each Trust set forth under "Essential Information" for each Trust.
Thereafter, if any Units are redeemed by the Trustee the face amount of
Securities in each Trust will be reduced by amounts allocable to redeemed Units,
and the fractional undivided interest represented by each Unit in the balance
will be increased. However, if additional Units are issued by each Trust
(through deposit of Securities by the Sponsor in connection with the sale of
additional Units), the aggregate value of Securities in each Trust will be
increased by amounts allocable to additional Units and the fractional undivided
interest represented by each Unit in the balance will be decreased. Units will
remain
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outstanding until redeemed upon tender to the Trustee by any Unit Holder (which
may include the Sponsor) or until the termination of the Indenture.
The Sponsor has a limited right to substitute other Securities in the
Trust portfolio in the event of a failed contract. (See "The Trusts -
Substitution of Securities" in Part B.) Each Unit in each Trust represents an
undivided interest in the principal and net income of that Trust in the ratio of
one Unit for each $1.00 principal amount of Securities initially deposited in
that Trust. (See "The Trusts -
Organization" in Part B.) (For the specific number of Units in each Trust, see
the "Summary of Essential Information" for each Trust in this Part A). The
Sponsor has not participated as a sole underwriter or manager, co-manager or
member of underwriting syndicates from which any of the Securities were acquired
for the Trusts.
Treasury Income Series 8. Treasury Income Series 8 consists of a fixed
portfolio of interest-bearing U.S. Treasury Obligations with consecutive
maturities from October 31, 1995 to October 15, 1996 (referred to as "laddered
maturities"). As Securities mature, Treasury Income Series 8 will return to Unit
Holders every 3 months beginning in October, 1995, approximately 20% of the face
amount of the amount invested.
On the initial Date of Deposit 20% of the Securities in Treasury Income
Series 8 were purchased at a "market" discount from par value at maturity. Based
on the offering side evaluation on the initial Date of Deposit 20% of the
aggregate principal amount of Securities in the portfolio were acquired at a
discount from par, 80% were at a premium over par and none were at par. A Unit
Holder may receive more or less than his original purchase price upon
disposition of his Units because the value of Units fluctuates with the value of
the underlying Securities, which vary inversely with interest rates. On the
initial Date of Deposit, the bid side evaluation was lower than the offering
side evaluation by .06% of the aggregate offering price of the Treasury Income
Series 8. (See "Public Offering" in Part B.)
All of the issues of Treasury Income Series 8 are represented by the
Sponsor's contracts to purchase, which are expected to be settled on or about
February 2, 1995 and none of the issues has been deposited in the Trust.
Asset Builder Series 9 . Asset Builder Series 9 consists principally of
a fixed portfolio of stripped U.S. Treasury notes or bonds with maturities
longer than 1 year, which are referred to as Zero Coupon Bonds. Zero Coupon
Bonds provide for payment at maturity at par value, unless sooner sold or
redeemed, but do not provide for the payment of current interest. The market
value of Zero Coupon Bonds may be subject to greater fluctuations than coupon
bonds in response to changes in interest rates. See "The Trusts--Discount and
Zero Coupon Bonds" in Part B. The Securities in Asset Builder Series 9 have
consecutive maturities from May 15, 1996 to May 31, 1998 (referred to as
"laddered maturities"). As Securities mature, Asset Builder Series 9 will return
to Unit Holders every 6 months beginning in May, 1996, approximately 20% of the
face amount of the amount invested.
On the initial Date of Deposit 100% of the Securities in Asset Builder
Series 9 were purchased at a "market" discount from par value at maturity. Based
on the offering side evaluation on the initial Date of Deposit 100% of the
aggregate principal amount of Securities in the portfolio were acquired at a
discount from par, none were at a premium over par and none were at par. A Unit
Holder may receive more or less than his original purchase price upon
disposition of his Units because the value of Units fluctuates with the value of
the underlying Securities, which vary inversely with interest rates. On the
initial Date of Deposit, the bid side evaluation was lower than the offering
side evaluation by .16% of the aggregate offering price of the Asset Builder
Series 9. (See "Public Offering" in Part B.)
All of the issues of Asset Builder Series 9 are represented by the
Sponsor's contracts to purchase, which are expected to be settled on or about
February 2, 1995 and none of the issues has been deposited in the Trust.
Treasury Income Series 10. Treasury Income Series 10 consists of a
fixed portfolio of interest-bearing U.S. Treasury Obligations with consecutive
maturities from May 15, 1996 to May 15, 2000 (referred to as "laddered
maturities"). As Securities mature, Treasury Income Series 10 will return to
Unit Holders annually beginning in May, 1996, approximately 20% of the face
amount of the amount invested.
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On the initial Date of Deposit 40% of the Securities in Treasury Income
Series 10 were purchased at a "market" discount from par value at maturity.
Based on the offering side evaluation on the initial Date of Deposit 40% of the
aggregate principal amount of Securities in the portfolio were acquired at a
discount from par, 60% were at a premium over par and none were at par. A Unit
Holder may receive more or less than his original purchase price upon
disposition of his Units because the value of Units fluctuates with the value of
the underlying Securities, which vary inversely with interest rates. On the
initial Date of Deposit, the bid side evaluation was lower than the offering
side evaluation by .06% of the aggregate offering price of the Treasury Income
Series 10. (See "Public Offering" in Part B.)
All of the issues of Treasury Income Series 10 are represented by the
Sponsor's contracts to purchase, which are expected to be settled on or about
February 2, 1995 and none of the issues has been deposited in the Trust.
Asset Builder Series 11. Asset Builder Series 11 consists principally
of a fixed portfolio of stripped U.S. Treasury notes or bonds with maturities of
seven years or more, which are referred to as Zero Coupon Bonds. Zero Coupon
Bonds provide for payment at maturity at par value, unless sooner sold or
redeemed, but do not provide for the payment of current interest. The market
value of Zero Coupon Bonds may be subject to greater fluctuations than coupon
bonds in response to changes in interest rates. See "The Trusts--Discount and
Zero Coupon Bonds" in Part B. The Securities in Asset Builder Series 11 have
consecutive maturities from August 15, 2002 to August 15, 2005 (referred to as
"laddered maturities"). As Securities mature, Asset Builder Series 11 will
return to Unit Holders every 12 months beginning in August, 2002, approximately
25% of the face amount of the amount invested.
On the initial Date of Deposit 99% of the Securities in Asset Builder
Series 11 were purchased at a "market" discount from par value at maturity.
Based on the offering side evaluation on the initial Date of Deposit 99% of the
aggregate principal amount of Securities in the portfolio were acquired at a
discount from par, 1% were at a premium over par and none were at par. A Unit
Holder may receive more or less than his original purchase price upon
disposition of his Units because the value of Units fluctuates with the value of
the underlying Securities, which vary inversely with interest rates. On the
initial Date of Deposit, the bid side evaluation was lower than the offering
side evaluation by .39% of the aggregate offering price of the Asset Builder
Series 11. (See "Public Offering" in Part B.)
All of the issues of Asset Builder Series 11 are represented by the
Sponsor's contracts to purchase, which are expected to be settled on or about
February 2, 1995 and none of the issues has been deposited in the Trust.
RISK FACTORS
An investment in Units of the Trusts should be made with an
understanding of the risks which an investment in fixed rate debt obligations
may entail, including the risk that the value of the portfolio of each Trust and
hence of the Units of each Trust will decline with increases in interest rates.
The value of the underlying Securities will fluctuate inversely with changes in
interest rates. The high inflation of prior years, together with the fiscal
measures adopted to attempt to deal with it, have resulted in wide fluctuations
in interest rates and, thus, in the value of fixed rate long term debt
obligations generally. The Sponsor cannot predict whether such fluctuations will
continue in the future.
In selecting Securities for deposit in the Trusts, the following
factors, among others, were considered by the Sponsor: (i) the prices of the
Securities relative to other comparable Securities; (ii) the maturities of these
Securities; and (iii) whether the Securities were issued after July 18, 1984.
Investment in Asset Builder Series 9 and Asset Builder Series 11 should
be made with the understanding that the value of Zero Coupon Bonds is subject to
greater fluctuation in response to changes in interest rates. In addition, the
accrued market discount of such Securities is not taxable to certain categories
of Unit Holders of such Trust until the Securities in such Trust are disposed of
or mature.
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PUBLIC OFFERING PRICE
The Public Offering Price of each Unit of the Trusts is equal to the
aggregate offering price of the Securities in each Trust divided by the number
of Units of each Trust outstanding, plus a sales charge of (a) 1.70% of the
Public Offering Price or 1.729% of the net amount invested in Securities per
Unit of Treasury Income Series 8, (b) 1.95% of the Public Offering Price or
1.989% of the net amount invested in Securities per Unit of Asset Builder Series
9, (c) 1.95% of the Public Offering Price or 1.989% of the net amount invested
in Securities per Unit of Treasury Income Series 10, and (d) 3.05% of the Public
Offering Price or 3.146% of the net amount invested in Securities per Unit of
Asset Builder Series 11. In addition, for Units ordered after the date hereof,
accrued interest will be payable from the First Settlement Date for Units of the
Trust (five business days from the date hereof) to the expected date of
settlement (five business days after order). For additional information
regarding the Public Offering Price, the descriptions of interest and principal
distributions, repurchase and redemption of Units and other essential
information regarding the Trusts, see the "Summary of Essential Information" for
each Trust in this Part A. During the initial offering period orders involving
the lesser of at least 500,000 Units or $500,000 for Treasury Income Series 8,
500,000 Units or $500,000 for Asset Builder Series 9, 500,000 Units or $500,000
for Treasury Income Series 10 and 500,000 Units or $500,000 for Asset Builder
Series 11 will be entitled to a volume discount from the Public Offering Price.
In addition, to the extent Units of each QUILTS Trust are currently available
from the Sponsor, Unit Holders may elect to rollover principal distributions
paid to them as Securities in their respective Trust mature into additional
units of such available QUILTS Trusts (upon receipt by the Trusts of an
appropriate exemptive order from the Securities and Exchange Commission) at a
reduced sales charge. (See "Public Offering-Volume and Other Discounts" in Part
B.) The Public Offering Price per Unit may vary on a daily basis in accordance
with fluctuations in the aggregate offering price of the Securities. (See
"Public Offering-Offering Price" in Part B.)
DISTRIBUTIONS
Distributions of interest income, less expenses, will be made by
Treasury Income Series 8 on a quarterly basis and Treasury Income Series 10 on a
monthly basis. The first interest distributions will be made on the First
Payment Date to all Unit Holders of record on the First Record Date of the Trust
and thereafter distributions will be made on a quarterly basis for Treasury
Income Series 8 and on a monthly basis for Treasury Income Series 10.
Distributions of principal, if any, will be made quarterly for Treasury Income
Series 8, semi-annually for Asset Builder Series 9 beginning in May 1996,
annually for Treasury Income Series 10 and annually for Asset Builder Series 11
beginning in 2002. (See "Rights of Unit Holders-interest and Principal
Distributions" in Part B. For estimated quarterly and monthly interest
distributions, the amount of the first interest distributions and the specific
dates representing the First Payment Date and the First Record Date see "Summary
of Essential Information" for each Trust in Part A.)
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN
Units of the Trusts are offered to investors on a "dollar price" basis
(using the computation method previously described under "Public Offering
Price") as distinguished from a "yield price" basis often used in offerings of
tax exempt bonds (involving the lesser of the yield as computed to maturity of
bonds or to an earlier redemption date). Since they are offered on a dollar
price basis, the rate of return on an investment in Units of Treasury Income
Series 8 and Treasury Income Series 10 is measured in terms of "Estimated
Current Return" and "Estimated Long Term Return". The rate of return for Asset
Builder Series 9 and Asset Builder Series 11 is only measured in terms of
"Estimated Long Term Return." This calculation of performance is mandated by the
rules of the Securities and Exchange Commission.
Estimated Long Term Return is calculated by: (1) computing the yield to
maturity or to an earlier call date (whichever results in a lower yield) for
each Security in each Trust portfolio in accordance with accepted practices,
which practices take into account not only the interest payable on the
Securities but also the amortization of premiums or accretion of discounts, if
any; (2) calculating the average of the yields for the Securities in each Trust
portfolio by weighing each Security's yield
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by the market value of the Security and by the amount of time remaining to the
date to which the Security is priced (thus creating an average yield for the
portfolio of each Trust); and (3) reducing the average yield for the portfolio
of each Trust in order to reflect estimated fees and expenses of each Trust and
the maximum sales charge paid by Unit Holders. The resulting Estimated Long Term
Return represents a measure of the return to Unit Holders earned over the
estimated life of each Trust. The Estimated Long Term Return as of the initial
Date of Deposit is stated for the Trusts under "Summary of Essential
Information" for each Trust in Part A.
Estimated Current Return is computed by dividing the Estimated Net
Annual Interest Income per Unit by the Public Offering Price per Unit. In
contrast to the Estimated Long Term Return, the Estimated Current Return does
not take into account the amortization of premium or accretion of discount, if
any, on the Securities in the portfolio of each Trust. Moreover, because
interest rates on Securities purchased at a premium are generally higher than
current interest rates on newly issued bonds of a similar type with comparable
rating, the Estimated Current Return per Unit may be affected adversely if such
Securities are redeemed prior to their maturity. On the initial Date of Deposit,
the Estimated Net Annual Interest Income per Unit divided by the Public Offering
Price resulted in the Estimated Current Return stated for each applicable Trust
under "Summary of Essential Information" for each Trust in Part A.
The Estimated Net Annual Interest Income per Unit of each Trust will
vary with changes in the fees and expenses of the Trustee and the Evaluator
applicable to the Trust and with the redemption, maturity, sale or other
disposition of the Securities in the Trusts. The Public Offering Price will vary
with changes in the offering prices (bid prices in the case of the secondary
market) of the Securities. Therefore, there is no assurance that the present
Estimate Current Return or Estimated Long Term Return will be realized in the
future.
MARKET FOR UNITS
The Sponsor, although not obligated to do so, currently intends to
maintain a secondary market for the Units of the Trusts after the initial public
offering has been completed. The secondary market repurchase price will be based
on the aggregate bid price of the Securities in a Trust portfolio; and the
reoffer price will be based on the aggregate offering price of the Securities
plus a sales charge of (a) 1.70% (1.729% of the net amount invested) plus net
accrued interest for Treasury Income Series 8, (b) 1.95% (1.989% of the net
amount invested) plus net accrued interest for Asset Builder Series 9, (c) 1.95%
(1.989% of the net amount invested) plus net accrued interest for Treasury
Income Series 10, and (d) 3.05% (3.146% of the net amount invested) plus net
accrued interest for Asset Builder Series 11. If a market is not maintained a
Unit Holder will be able to redeem his Units with the Trustee at a price based
on the aggregate bid price of the Unit. (See "Liquidity-Sponsor "Repurchase" in
Part B.)
A-13
278320.1
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Sponsor, Trustee, and Unit Holders of
Quest for Value's Unit Investment Laddered Trust Series ("QUILTS")
QUILTS Income-U.S. Treasury Series 8
QUILTS Asset Builder-U.S. Treasury Series 9
QUILTS Income-U.S. Treasury Series 10
QUILTS Asset Builder-U.S. Treasury Series 11
We have audited the accompanying Statements of Condition and Portfolios
of Quest for Value's Unit Investment Laddered Trust Series ("QUILTS"), QUILTS
Income-U.S. Treasury Series 8 ("Treasury Income Series 8"), QUILTS Asset
Builder-U.S. Treasury Series 9 ("Asset Builder Series 9"), QUILTS Income-U.S.
Treasury Series 10 ("Treasury Income Series 10") and QUILTS Asset Builder-U.S.
Treasury Series 11 ("Asset Builder Series 11") as of January 25, 1995. These
statements are the responsibility of the Sponsor. Our responsibility is to
express an opinion on the Statements of Condition and Portfolios 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 Statements of Condition and Portfolios
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Statements of Condition
and Portfolios. An audit also includes assessing the accounting principles used
and significant estimates made by the Sponsor, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion. The irrevocable letter of credit deposited in
connection with the securities owned as of January 25, 1995, pursuant to
contracts to purchase, as shown in the Statements of Condition and Portfolios,
was confirmed to us by The Bank of New York, the Trustee.
In our opinion, the accompanying Statements of Condition and Portfolios
present fairly, in all material respects, the financial position of Treasury
Income Series 8, Asset Builder Series 9, Treasury Income Series 10 and Asset
Builder Series 11 as of January 25, 1995 in conformity with generally accepted
accounting principles.
GRANT THORNTON LLP
New York, New York
January 25, 1995
A-14
278320.1
<PAGE>
</TABLE>
<TABLE>
QUILTS
STATEMENTS OF CONDITION
AS OF DATE OF DEPOSIT, JANUARY 25, 1995
TRUST PROPERTY
<CAPTION>
Treasury Asset Treasury Asset
Income Builder Income Builder
Series 8 Series 9 Series 10 Series 11
<S> <C> <C> <C> <C>
Investment in Securities:
Sponsor's Contracts to Purchase Underlying
Securities Backed by Irrevocable Letters of Credit(1) $500,328 $423,767 $501,125 $252,894
Accrued Interest to Date of Deposit on Securities(1) 5,739 93 9,721 248
--------- -------- --------- -------
Total......................................................... $506,067 $423,860 $510,846 $253,142
======== ======== ======== ========
LIABILITY AND INTEREST OF UNIT HOLDERS
Liability for Accrued Interest on Securities(1)(4)............ $5,739 $93 $9,721 $248
------ --- ------ ----
Interest of Unit Holders
Units of Fractional Undivided Interest Outstanding:
Cost to Unit Holders(2).................................. 491,675 415,339 491,159 244,938
Less-Gross Underwriting Commissions(3)................... 8,653 8,428 9,966 7,956
--------- --------- --------- --------
Net Amount Applicable to Unit Holders......................... 500,328 423,767 501,125 252,894
------- ------- ------- -------
Total......................................................... $506,067 $423,860 $510,846 $253,142
======== ======== ======= =======
</TABLE>
- --------------------------
Aggregate cost to the Trusts of the Securities listed in the portfolio of each
Trust is based on offering prices determined by the Evaluator on the basis
set forth under "Public Offering-Offering Price" as of 12:00 Noon on
January 25, 1995. An irrevocable letter of credit issued by The Bank of
New York in an amount of $2,000,000 has been deposited with the Trustee to
cover the purchase of $2,000,000 principal amount of Securities pursuant
to contracts to purchase such Securities and $15,801 accrued interest on
such Securities to the expected dates of settlement.
Aggregate public offering price (exclusive of interest) is computed on 500,000,
500,000, 500,000 and 500,000 Units for Treasury Income Series 8, Asset
Builder Series 9, Treasury Income Series 10, and Asset Builder Series 11,
respectively, on the basis set forth under "Public Offering-Offering
Price" in Part B.
Sales charge of 1.70% computed on 500,000 Units of Treasury Income Series 8,
1.95% computed on 500,000 Units of Asset Builder Series 9, 1.95% computed
on 500,000 Units of Treasury Income Series 10, and 3.05% computed on
500,000 Units of Asset Builder Series 11 on the basis set forth under
"Public Offering Price" in Part B.
On the basis set forth under "Public Offering-Accrued Interest" in Part B,
the Trustee will advance the amount of accrued interest as of February 2,
1995 (the "First Settlement Date"), and all accrued interest to the First
Settlement Date will be distributed to the Sponsor as the Unit Holder of
record as of the First Settlement Date. Consequently, the amount of
accrued interest to be added to the public offering price of Units will
include only accrued interest from the First Settlement Date to date of
settlement, less any distributions from the Interest Account subsequent to
the First Settlement Date.
A-15
278320.1
<PAGE>
QUILTS
Treasury Income Series 8
AS OF DATE OF DEPOSIT, JANUARY 25, 1995
Aggregate Coupon/ Cost of
Portfolio Principal Title of Securities Maturity Securities
No. Amount Contracted for (1) Date(s) to Trust (2)
--- ------ ------------------ ------- ------------
1 $100,000 U.S. Treasury Note 3.875% $97,812
10/31/95
2 100,000 U.S. Treasury Note 7.500% 100,469
1/31/96
3 100,000 U.S. Treasury Note 7.625% 100,453
4/30/96
4 100,000 U.S. Treasury Note 7.875% 100,750
7/15/96
5 100,000 U.S. Treasury Note 8.000% 100,844
10/15/96
--------- ---------
$500,000 $500,328
======== ========
ESTIMATED CASH FLOWS TO UNIT HOLDERS
The Table below sets forth the per 1,000 Units estimated distributions
of interest and principal to Unit Holders. The table assumes no changes in Trust
expenses, no redemptions or sales of the underlying U.S. Treasury Obligations
prior to maturity and the receipt of all principal due upon maturity. To the
extent the foregoing assumptions change actual distributions will vary.
Quilts Treasury stimated Interest Estimated Principal Estimated Total
Income Series 8 Distribution Distribution Distribution
- ---------------- ------------ ------------ ------------
April 1995 13.23 13.23
July 1995 16.96 16.96
October 1995 17.15 200.00 217.15
January 1996 15.72 200.00 215.72
April 1996 12.38 200.00 212.38
July 1996 8.07 200.00 208.07
October 1996 4.28 200.00 204.28
A-16
278320.1
<PAGE>
QUILTS
Asset Builder Series 9
AS OF DATE OF DEPOSIT, JANUARY 25, 1995
Aggregate Coupon/ Cost of
Portfolio Principal Title of Securities Maturity Securities
No. Amount Contracted for (1) Date(s) to Trust (2)
--- ------ ------------------ ------- ------------
1 $100,000 U.S. Treasury Strip 0.000% $91,093
5/15/96
2 100,000 U.S. Treasury Strip 0.000% 87,657
11/15/96
3 100,000 U.S. Treasury Strip 0.000% 84,350
5/15/97
4 100,000 U.S. Treasury Strip 0.000% 81,150
11/15/97
5 90,000 U.S. Treasury Strip 0.000% 70,200
5/15/98
6 10,000 U.S. Treasury Note 5.375% 9,317
5/31/98
--------- ---------
$500,000 $423,767
======== ========
A-17
278320.1
<PAGE>
QUILTS
Treasury Income Series 10
AS OF DATE OF DEPOSIT, JANUARY 25, 1995
Aggregate Coupon/ Cost of
Portfolio Principal Title of Securities Maturity Securities
No. Amount Contracted for (1) Date(s) to Trust (2)
--- ------ ------------------ ------- ------------
1 $100,000 U.S. Treasury Note 7.375% $100,125
5/15/96
2 100,000 U.S. Treasury Note 6.875% 98,516
4/30/97
3 100,000 U.S. Treasury Note 7.875% 100,578
4/15/98
4 100,000 U.S. Treasury Note 7.000% 97,172
4/15/99
5 100,000 U.S. Treasury Note 8.875% 104,734
5/15/2000
--------- ---------
$500,000 $501,125
======== ========
ESTIMATED CASH FLOWS TO UNIT HOLDERS
The Table below sets forth the per 1,000 Units estimated distributions
of interest and principal to Unit Holders. The table assumes no changes in Trust
expenses, no redemptions or sales of the underlying U.S. Treasury Obligations
prior to maturity and the receipt of all principal due upon maturity. To the
extent the foregoing assumptions change actual distributions will vary.
Quilts Treasury Estimated Interest Estimated Principal Estimated Total
Income Series 10 Distribution Distribution Distribution
- ----------------- ------------ ------------ ------------
February 1995 2.64 2.64
March 1995-April 1996 6.11
May 1996 6.11 200.00 206.11
June 1996-March 1997 4.92
April 1997 4.92 200.00 204.92
May 1997 4.50 4.50
June 1997-March 1998 3.82
April 1998 3.82 200.00 203.82
May 1998-March 1999 2.55
April 1999 2.55 200.00 202.55
May 1999-April 2000 1.43 1.43
May 2000 1.43 200.00 201.43
A-18
278320.1
<PAGE>
QUILTS
Asset Builder Series 11
AS OF DATE OF DEPOSIT, JANUARY 25, 1995
Aggregate Coupon/ Cost of
Portfolio Principal Title of Securities Maturity Securities
No. Amount Contracted for (1) Date(s) to Trust (2)
--- ------ ------------------ ------- ------------
1 $125,000 U.S. Treasury Strip 0.000% $70,000
8/15/02
2 125,000 U.S. Treasury Strip 0.000% 64,875
8/15/03
3 125,000 U.S. Treasury Strip 0.000% 59,375
8/15/04
4 120,000 U.S. Treasury Strip 0.000% 52,649
8/15/05
5 5,000 U.S. Treasury Bond 10.750% 5,995
8/15/05
--------- ---------
$500,000 $252,894
======== ========
A-19
278320.1
<PAGE>
FOOTNOTES TO PORTFOLIOS
Contracts to purchase the Securities were entered into on January 25, 1995, for
Treasury Income Series 8, Asset Builder Series 9, Treasury Income Series
10, and Asset Builder Series 11. All contracts are expected to be settled
on or about the First Settlement Date of each Trust which is expected to be
February 2, 1995 for Treasury Income Series 8, Asset Builder Series 9,
Treasury Income Series 10, and Asset Builder Series 11.
Evaluation of Securities by the Evaluator was made on the basis of current
offering prices for the Securities. The offering prices are greater than
the current bid prices of the Securities which are the basis on which Unit
Value is determined for purposes of redemption of Units.(See "Public
Offering-Comparison of Public Offering Price, Sponsor's Repurchase Price
and Redemption Price" in Part B.)
<TABLE>
<CAPTION>
The aggregate value of Securities in the
Trust, based on the bid prices on the Date Additional information regarding the Trust
of Deposit, are as follows: is as follows:
Value of Securities Based Upon
Bid Side Evaluation Sponsor's Purchase Price
<S> <C> <C>
Treasury Income Series 8 $500,016 $500,219
Asset Builder Series 9 $423,095 $423,744
Treasury Income Series 10 $500,813 $501,188
Asset Builder Series 11 $251,918 $252,902
Cost of Securities Based Upon Sponsor's Profit
Offering Side Evaluation (Date of Deposit)
Treasury Income Series 8 $500,328 $109
Asset Builder Series 9 $423,767 $23
Treasury Income Series 10 $501,125 $(63)
Asset Builder Series 11 $252,895 $ (7)
Difference in Dollars Annual Interest Income
Treasury Income Series 8 $312 $34,875
Asset Builder Series 9 $672 $ 538
Treasury Income Series 10 $312 $38,000
Asset Builder Series 11 $977 $ 538
% Difference Between Bid Side Evaluation
and Offering Side Evaluation
Treasury Income Series 8 .06%
Asset Builder Series 9 .16%
Treasury Income Series 10 .06%
Asset Builder Series 11 .39%
</TABLE>
UNDERWRITING SYNDICATES
The names and addresses of the Underwriters of the Units and their
participation in the offering of QUILTS are as follows:
<TABLE>
<CAPTION>
Units of Units of Units of Units of
Treasury Income Asset Builder Treasury Income Asset Builder
Name and Address Series 8 Series 9 Series 10 Series 11
================ ======== ======== ========= =========
Sponsor
<S> <C> <C> <C> <C>
Quest For Value 300,000 300,000 300,000 400,000
World Financial Center
200 Liberty Street
New York, NY 10281
Underwriters
Oppenheimer & Co., Inc. 100,000 100,000 100,000 100,000
World Financial Center
200 Liberty Street
New York, NY 10281
A-20
278320.1
<PAGE>
Pershing Division of 100,000 100,000 100,000 ----
Donaldson, Lufkin &
Jenrette Securities Corp.
One Pershing Plaza
Jersey City, NJ 07399
-------- -------- -------- --------
500,000 500,000 500,000 500,000
</TABLE>
A-21
278320.1
<PAGE>
PROSPECTUS PART B
Part B of this Prospectus may not be Distributed unless Accompanied by Part A
QUEST FOR VALUE'S UNIT INVESTMENT LADDERED TRUST SERIES ("QUILTS")
QUILTS Income-U.S. Treasury Series 8 ("Treasury Income Series 8")
QUILTS Asset Builder-U.S. Treasury Series 9 ("Asset Builder Series 9")
QUILTS Income-U.S. Treasury Series 10 ("Treasury Income Series 10")
QUILTS Asset Builder-U.S. Treasury Series 11 ("Asset Builder Series 11")
THE TRUST
Organization. "QUILTS" is comprised of four separate "unit investment
trusts" designated as set forth above and in Part A. The Trusts were created
under the laws of the State of New York pursuant to a Trust Indenture and
Agreement (the "Trust Agreement"), dated the Date of Deposit, between Quest for
Value Distributors, as Sponsor and The Bank of New York, as Trustee. The Trustee
also acts as the Evaluator for the Trusts.
On the Date of Deposit the Sponsor deposited with the Trustee the
underlying securities and contracts and funds (represented by the irrevocable
letter(s) of credit issued by major commercial bank(s)) for the purchase of such
securities (the "Securities"). (See "Portfolio" for each Trust in Part A of this
Prospectus.) The Trusts are created simultaneously with the execution of the
Trust Agreement and the deposit of the Securities with the Trustee. The Trustee
then immediately delivered to the Sponsor certificates of beneficial interest
(the "Certificates") representing the units (the "Units") comprising the entire
ownership of the Trusts. Through this Prospectus, the Sponsor is offering the
Units, including Additional Units, as defined below, for sale to the public. The
holders of Units (the "Unit Holders") will have the right to have their Units
redeemed at a price based on the aggregate bid side evaluation of the Securities
(the "Redemption Price") if they cannot be sold in the secondary market which
the Sponsor, although not obligated to, proposes to maintain. In addition, the
Sponsor may offer for sale through this Prospectus Units which the Sponsor may
have repurchased in the secondary market or upon the tender of such Units for
redemption.
With the deposit of the Securities in the Trusts on the initial Date of
Deposit, the Sponsor established a proportionate relationship among the
principal amounts of interest bearing and non-interest bearing U.S. Treasury
Obligations of specified ranges of maturities in the portfolios of each Trust.
During the 90-day period following the Date of Deposit, the Sponsor is permitted
under the Trust Agreement to deposit additional Securities (the "Additional
Securities") and any cash in the Trusts not held for distribution to Unit
Holders prior to the deposit, resulting in a corresponding increase in the
number of Units outstanding (the "Additional Units"). Such Additional Units may
be continuously offered for sale to the public by means of this Prospectus. The
Sponsor anticipates that any Additional Securities deposited in the Trusts
during the 90-day period subsequent to the Date of Deposit will maintain, as far
as practicable, the original proportionate relationship among the principal
amounts of U.S. Treasury Obligations in the portfolios established on the Date
of Deposit. Precise duplication of this original proportionate relationship may
not be possible because fractions of U.S. Treasury Obligations may not be
purchased or for other reasons, but duplication will continue to be the goal in
connection with any such deposit of Additional Securities. (These original
proportionate relationships on the Date of Deposit are set forth in "Summary of
Essential Information," for each Trust in Part A.) Deposits of Additional
Securities in the portfolios of each Trust subsequent to the 90-day period
following the Date of Deposit must replicate exactly the proportionate
relationship among the principal amounts of Securities comprising the portfolios
of each Trust at the time of replication.
A "Unit" represents an undivided interest or pro rata share in the
principal and interest of each Trust in the ratio of one Unit for each $1.00
principal amount of Securities initially deposited in each Trust. Because
regular payments of principal are to be received and certain of the Securities
will mature in accordance with their terms or may be sold under certain
circumstances described herein and because Additional Securities may be
deposited into the Trusts from time to time, the Trusts are not expected to
retain their present size and composition. To the extent that any Units are
redeemed by the Trustee, the fractional undivided interest or pro rata share in
such Trust represented by each unredeemed Unit will increase, although the
actual interest in such Trust represented by such fraction will remain
unchanged. Units will remain outstanding until
278320.1
<PAGE>
redeemed upon tender to the Trustee by Unit Holders, which may include the
Sponsor, or until the termination of the Trust Agreement.
Objectives. The Trusts offer investors the opportunity to participate
in a portfolio of U.S. Treasury Obligations with a greater diversification than
they might be able to acquire themselves. The objectives of the Trusts are to
provide safety of principal and, with respect to Treasury Income Series 8,
quarterly distributions of interest and, with respect to Treasury Income Series
10, monthly distributions of interest. With respect to Asset Builder Series 9
and Asset Builder Series 11 the Trusts seek to accumulate principal value in the
Units over the life of the Trust. The Trusts seek to provide investment
flexibility by allowing investors to choose among four portfolios of Securities
that have differing maturities and a choice of frequent income distribution or
to accumulate principal value. Investors should be aware that there is no
assurance the Trusts' objectives will be achieved. Even though the portfolios of
Treasury Income Series 8 and Treasury Income Series 10 consist primarily of U.S.
Treasury Obligations which pay interest no more often than semi-annually,
Treasury Income Series 8 will pay interest quarterly and Treasury Income Series
10 will pay interest monthly, through advances made by the Trustee, which will
then be reimbursed when interest is received. (See "Interest and Principal
Distributions" in this Part B.)
Since disposition of Units prior to final liquidation of the Trusts may
result in an investor receiving less than the amount paid for such Units (see
"Public Offering-Comparison of Public Offering Price, Sponsor's Repurchase Price
and Redemption Price" in this Part B), the purchase of a Unit should be looked
upon as a long-term investment. The Trusts are not designed to be a complete
investment program.
Portfolios. The Trusts consist of the Securities (or contracts to
purchase such Securities together with an irrevocable letter or letters of
credit for the purchase of such contracts) listed under "Portfolio" for each
Trust in Part A of this Prospectus, as long as such Securities may continue to
be held from time to time in the Trusts (including certain securities deposited
in the Trusts in exchange or substitution for any Securities pursuant to the
Trust Agreement) together with accrued and undistributed interest thereon and
undistributed and uninvested cash realized from the disposition of Securities.
Because certain of the Securities from time to time may be redeemed or will
mature in accordance with their terms or may be sold under certain circumstances
described herein, a Trust is not expected to retain for any length of time its
present size and composition.
The Sponsor although not obligated to do so, intends to maintain a
secondary market for the Units on the bid side of the market for the Units. (See
"Liquidity-Sponsor Repurchase", herein.) Unit Holders of the Trusts, in the
absence of a secondary market for Units will have the right to have one or more
of their Units redeemed with the Trustee at a price equal to the Redemption
Price thereof (see "Liquidity-Sponsor Repurchase" in this Part B) based on the
then aggregate bid price for the Securities in the portfolios of each Trust. Due
to fluctuations in the market price of the Securities in the portfolios and the
fact that the Initial Public Offering Price is based on the offering side of the
market and includes a sales charge among other factors, the amount realized by a
Unit Holder upon the redemption or sale of Units may be less than the price paid
for such units by the Unit Holder.
The portfolio of each Trust consists of Securities issued by the United
States of America ("U.S. Treasury Obligations"), which are direct obligations of
the United States and therefore are backed by the full faith and credit of the
United States Government. The U.S. Treasury Obligations are different issues of
bonds, bills, notes, debentures and other debt obligations with fixed final
maturity dates. None of the U.S. Treasury Obligations have any equity or
conversion features. All of the U.S. Treasury Obligations in Treasury Income
Series 8 and Treasury Income Series 10 are current interest-bearing obligations
of the United States of America, or in the case of U.S. Treasury Obligations not
delivered on the initial Date of Deposit, contracts to purchase such obligations
assigned to the Trustee. Most of the U.S. Treasury Obligations in Asset Builder
Series 9 and Asset Builder Series 11 consist of stripped U.S. Treasury notes and
bonds with maturities of 1 year or more (hereinafter referred to as "Zero Coupon
Bonds"). The balance of the portfolio of this Trust consists of interest-bearing
obligations used to pay expenses of the Trust. Any excess amounts after expenses
are paid will be paid to Unit Holders in cash. A Zero Coupon Bond makes no
present interest payments. Rather, it makes one payment of its face amount at
maturity.
U.S. Treasury Obligations represent 100% of the aggregate market value
of the portfolios of each Trust. These U.S. Treasury Obligations are sold by the
United States Department of Treasury (the "Treasury") to finance shortfalls
between the Treasury's income and expenditures. Such gaps may have been planned
and accounted for in the budget, or they may arise from unexpected changes in
economic, political, fiscal and
<PAGE>
other circumstances. U.S. Treasury Obligations constitute public debt of the
United States and are, therefore, direct obligations of the United States.
When selecting U.S. Treasury Obligations for the Trusts, the following
factors, among others, were considered by the Sponsor: (i) the prices and yields
of such U.S. Treasury Obligations relative to other comparable securities; (ii)
the maturities of such U.S. Treasury Obligations; and (iii) whether the U.S.
Treasury Obligations were issued after July 18, 1984.
The yields on U.S. Treasury Obligations of the type deposited in the
Trusts are dependent on a variety of factors, including general money market
conditions, fluctuations in prevailing interest rates, general conditions of the
government securities markets, size of a particular offering and the maturity of
the obligations.
Risk Factors. An investment in Units of the Trusts should be made with
an understanding of the risks which an investment in fixed rate debt obligations
may entail, including the risk that the value of the portfolios of each Trust,
and hence of the Units, will decline with increases in prevailing interest
rates. The value of the underlying Securities will fluctuate inversely with
changes in prevailing interest rates. In recent years, the national economy has
experienced significant variations in rates of inflation and economic growth,
substantial increases in the national debt, substantial increase in reliance
upon foreign investors to finance the national debt, and material reformulation
of federal tax, monetary and regulatory policies. These conditions have been
associated with wide fluctuations in prevailing interest rates and thus in the
value of fixed rate debt obligations. The Sponsor cannot predict whether such
fluctuations will continue in the future.
The Securities in the portfolios of each Trust were chosen in part on
the basis of their respective stated maturity dates. The ranges of maturity
dates of each of the Securities contained in the portfolios of each Trust are
shown on the "Portfolio" for each Trust in Part A of this Prospectus.
The Trusts may be appropriate for investors who desire to invest in a
portfolio of taxable fixed income federal securities offering the safety of
principal provided by an investment in U.S. Treasury Obligations backed by the
full faith and credit of the United States Government. The Trusts generally pass
through to Unit Holders the exemptions from state and local personal income
taxes afforded to direct owners of U.S. Obligations. The Trusts are appropriate
for qualified retirement plans. (See "Retirement Plans" in this Part B.) These
Trusts may also be particularly appropriate for foreign investors as the income
from the Trusts, provided certain conditions are met, will be exempt from
withholding for U.S. Federal income tax purposes.
(See "Tax Status".)
Certain of the Securities in the Trusts may have been acquired at a
market premium. Securities trade at a premium because the prevailing interest
rates on the Securities are higher than interest on comparable debt securities
being issued at currently prevailing interest rates. The current returns of
securities trading at a market premium are higher than the current returns of
comparably rated debt securities of a similar type issued at currently
prevailing interest rates because premium securities tend to decrease in market
value as they approach maturity, when the face amount becomes payable. Because
part of the purchase price is thus returned not at maturity but through current
income payments, an early redemption at par of a security purchased at a premium
or a maturity at par of a security purchased at a premium will result in a
reduction in yield and a loss of principal to the Unit Holders. If currently
prevailing interest rates for newly issued and otherwise comparable securities
increase, the market premium of previously issued securities will decline and if
currently prevailing interest rates for newly issued comparable securities
decline, the market premium of previously issued securities will increase, all
other things being equal. Furthermore, the value of the Units will fluctuate
with fluctuations in the value of the underlying Securities in the portfolios of
each Trust. Therefore, Unit Holders who sell their Units prior to termination
may receive more or less than their original purchase price upon sale. Market
premium attributable to interest rate changes does not indicate market
confidence in the issue.
Substitution of Securities. Neither the Sponsor nor the Trustee shall
be liable in any way for any default, failure or defect in any of the
Securities. In the event of a failure to deliver any Security that has been
purchased for the Trusts under a contract, including those Securities purchased
on a "when, as, and if" issued basis ("Failed Securities"), the Sponsor is
authorized under the Trust Agreement to direct the Trustee to acquire other
securities ("Replacement Securities") and to substitute them in the portfolios
of the Trusts within 90 days of the initial Date of Deposit.
Replacement Securities must be deposited with the Trustee within 20
days after delivery of notice of a Failed Security (but in no event later than
the 90th day following the initial Date of Deposit) and the
<PAGE>
purchase price thereof (exclusive of accrued interest) may not exceed the amount
of funds reserved by the Trustee pursuant to a letter of credit supplied by the
Sponsor for the purchase of the Failed Security. The Replacement Securities must
(i) be U.S. Treasury Obligations, (ii) have a fixed maturity approximately the
same as the fixed maturity of the Security replaced, and (iii) be purchased at a
price that results in a yield to maturity and in a current return, in each case
as of the date on which such Replacement are deposited with the Trustee, which
is equivalent (taking into consideration then current market conditions and the
relative creditworthiness of the underlying obligation) to the yield to maturity
and current return of the related Failed Security. Whenever a Replacement
Security has been acquired for a Trust, the Trustee shall, within five days
thereafter, notify all Unit Holders of the acquisition of the Replacement
Security and shall, no later than the next Quarterly or Monthly Payment Date,
make a pro rata distribution of the amount, if any, by which the cost to the
Trust of the Failed Security exceeded the cost of the Replacement Security.
If the right of limited substitution described in the preceding
paragraph shall not be utilized to acquire Replacement Securities in the event
of a failed contract, the Sponsor will refund to each Unit Holder the portion of
the sales charge and the pro rata portion of the cost of such Failed Securities,
and distribute the principal and accrued interest attributable to such Failed
Securities on the next Quarterly or Monthly Payment Date. In all cases, accrued
interest attributable to Failed Securities will be paid to Unit Holders until
such time as Replacement Securities are acquired. All such interest paid to a
Unit Holder which accrued after the expected date of settlement for purchase of
his Units will be paid by the Sponsor.
Because certain of the Securities from time to time may be redeemed or
will mature in accordance with their terms or may be sold under certain
circumstances, no assurance can be given that the Trusts will retain their
present size and composition for any length of time. The proceeds from the sale
of a Security or the exercise of any redemption or call provision will be
distributed to Unit Holders except to the extent such proceeds are applied to
meet redemptions of Units. (See "Liquidity-Trustee Redemption" in this Part B.)
Discount and Zero Coupon Bonds. Most of the aggregate principal amount
of the Securities in Asset Builder Series 9 and Asset Builder Series 11 are
stripped U.S. Treasury notes or bonds with maturities of 1 year or more, which
are referred to as Zero Coupon Bonds. The balance of the portfolio of this Trust
consists of interest-bearing obligations used to pay expenses of the Trust. Any
excess amounts remaining after expenses are paid will be paid to Unit Holders in
cash. Zero Coupon Bonds do not provide for the payment of any current interest
and provide for payment at maturity at face value unless sooner sold or
redeemed. The market value of Zero Coupon Bonds is subject to greater
fluctuation in response to changes in prevailing interest rates. Zero Coupon
Bonds generally are subject to redemption at compound accreted value based on
par value at maturity. Because the issuer is not obligated to make current
interest payments, Zero Coupon Bonds may be less likely to be redeemed than
coupon bonds issued at a similar prevailing interest rates. In the case of
certain categories of Unit Holders, the accrued market discount from Zero Coupon
Bonds is not taxable until such Securities are disposed of or have matured. The
accrued portion of such discount will generally be treated as taxable interest
income for regular federal income tax purposes. Upon sale or redemption, any
gain realized that is in excess of the earned portion of acquisition discount
will be taxable as long-term capital gain if the Zero Coupon Bonds have been
held for more than one year. (See "Tax Status" in this Part B.) The current
value of a Zero Coupon Bond reflects the present value of its face amount at
maturity. (See "Portfolio Summary" in Part A.)
Some of the aggregate principal amount of Securities in the Trusts may
have been purchased at a "market" discount from par value at maturity. The
coupon interest rates on the discount bonds at the time they were purchased and
deposited in the Trusts were lower than the current market interest rates for
newly issued bonds of comparable rating and type. At the time of issuance the
discount bonds were for the most part issued at then current coupon interest
rates. The current yields (coupon interest income as a percentage of market
price) of discount bonds will be lower than the current yields of comparably
rated bonds of similar type newly issued at current interest rates because
discount bonds tend to increase in market value as they approach maturity and
the full principal amount becomes payable. A market discount bond held to
maturity will have a larger portion of its total return in the form of capital
gain and less in the form of interest income than a comparable bond newly issued
at current yield and a lower current market value than otherwise comparable
bonds with a shorter term of maturity. If prevailing interest rates rise, the
value of discount bonds will decrease; and if prevailing interest rates decline,
the value of discount bonds will increase. The discount does not necessarily
indicate a lack of market confidence in the issuer.
<PAGE>
PUBLIC OFFERING
Offering Price. The Public Offering Price per Unit of each Trust is
computed by adding to the aggregate offering price of the Securities in each
Trust divided by the number of Units outstanding for that Trust, an amount equal
to (a) 1.70% of the aggregate offering price of the Securities per Unit which is
equal to 1.729% of the Public Offering Price for Treasury Income Series 8, (b)
1.95% of the aggregate offering price of the Securities per Unit which is equal
to 1.989% of the Public Offering Price for Asset Builder Series 9, (c) 1.95% of
the aggregate offering price of the Securities per Unit which is equal to 1.989%
of the Public Offering Price for Treasury Income Series 10, and (d) 3.05% of the
aggregate offering price of the Securities per Unit which is equal to 3.146% of
the Public Offering Price for Asset Builder Series 11. A proportionate share of
accrued interest on the Securities from the First Settlement Date to the
expected date of settlement for the Units is added to the Public Offering Price.
Accrued interest is the accumulated and unpaid interest on a Security from the
last day on which interest was paid and is accounted for daily by the applicable
Trusts at the initial daily rate set forth under "Summary of Essential
Information" for each Trust in Part A. The Public Offering Price for each Trust
can vary on a daily basis from the amount stated in this Prospectus in
accordance with fluctuations in the prices of the Securities and the price to be
paid by each investor will be computed as of the date the Units are purchased.
The aggregate offering side evaluation of the Securities is determined
by the Evaluator (a) on the basis of current offering prices of the Securities,
(b) if an offering price is not available for any particular Security, on the
basis of current offering prices for comparable securities, (c) by determining
the value of the Securities on the offer side of the market by appraisal, or (d)
by any combination of the above. This evaluation is made on the initial Date of
Deposit as of 12:00 Noon New York Time and as of 4:00 P.M. each business day
thereafter during the initial public offering, effective for all orders received
during the preceding 24-hour period. With respect to the initial evaluation of
the offering prices of certain Securities which at the initial Date of Deposit
were subject to syndicate offering period pricing restrictions, it is the
practice of the Evaluator to determine such evaluation on the basis of the
syndicate offering price, unless other factors cause the Evaluator to conclude
that such syndicate offering price does not then accurately reflect the free
market value of such Securities, in which case the Evaluator will also take into
account the other criteria described above for the purpose of making its
determination.
The Evaluator may obtain current bid or offering prices for the
Securities from investment dealers or brokers (including the Sponsor) that
customarily deal in U.S. Treasury Obligations, or from any other reporting
service or source of information which the Evaluator deems appropriate.
Accrued Interest. Accrued interest is the accumulation of unpaid
interest on a bond from the last day on which interest thereon was paid.
Interest on Securities in the Trusts is actually paid semi-annually to the
Trusts. However, interest on the Securities in the applicable Trusts is
accounted for daily on an accrual basis. Because of this, the Trusts always have
an amount of interest earned but not yet collected by the Trustee because of
non-collected coupons. For this reason, the Public Offering Price of Units of
the Trusts will have added to it the proportionate share of accrued and
undistributed interest to date of settlement.
In an effort to reduce the amount of accrued interest which would
otherwise have to be paid in addition to the Public Offering Price on the sale
of Units to the public, the Trustee will advance the amount of accrued interest
as of the First Settlement Date as set forth in the "Summary of Essential
Information" for each Trust in Part A and the same will be distributed to the
Sponsor as the Unit Holder of record as of the First Settlement Date.
Consequently, the amount of accrued interest to be added to the Public Offering
Price of Units will include only accrued interest from the First Settlement Date
to date of settlement, less any distributions from the Interest Account
subsequent to the First Settlement Date. Thus, since the First Settlement Date
is the date of settlement for anyone ordering Units on the date of this
Prospectus, no accrued interest will be added to the Public Offering Price of
Units ordered on the initial Date of Deposit. Except through an advancement of
its own funds, the Trustee will have no cash for distribution to Unit Holders
until it receives interest payments on the Securities in the Trust. The Trustee
has agreed to make advancements of its own funds in order to reduce the amount
of time before monthly or quarterly distributions of interest in Unit Holders
commence (see "Interest and Principal Distributions"). The Trustee will recover
its advancements without interest or other costs to such Trust from interest
received on the Securities in the Trust. When these advancements have been
recovered, regular distributions of interest to Unit Holders will be commenced.
The Interest Account during the initial months of the Trusts will include some
cash representing interest which has been collected but will predominantly
consist of uncollected accrued interest
<PAGE>
which is not available for distribution. Since the Trusts normally receive the
interest on Securities twice a year and the interest on the Securities in the
Trusts is accrued on a daily basis, the Trusts usually will have an amount of
interest accrued but not actually received and distributed to Unit Holders. A
Unit Holder will not recover his proportionate share of accrued interest until
the Units are sold or redeemed, or such Trust is terminated. At that time, the
Unit Holder will receive his proportionate share of the accrued interest
computed to the settlement date in the case of sale or termination and to the
date of tender in the case of redemption.
Volume and Other Discounts. Units of the Trusts are available to Unit
Holders at a volume discount ("Volume Discount") from the Public Offering Price
during the initial public offering. Volume Discount will result in a reduction
of the sales charge applicable to such purchases. Furthermore, Volume Discount
applies to the cumulative Units purchased by a Unit Holder during a period of 60
days from the initial date of sale of the Units to such Unit Holder. Units
purchased by the same purchasers in separate transactions during this 60-day
period will be aggregated for purposes of determining if such purchaser is
entitled to a Volume Discount provided that such purchaser must own at least the
lesser of either (i) the required number of Units or (ii) the required dollar
amount at the Public Offering Price, at the time such determination is made.
Units held in the name of the spouse of the purchaser or in the name of a child
of the purchaser under 21 years of age are deemed for the purposes hereof to be
registered in the name of the purchaser. Volume Discount is also applicable to a
trustee or other fiduciary purchasing securities for a single trust estate or
single fiduciary account. As a result of such discounts, Units are sold to
dealers/agents at prices which represent a concession as reflected below. The
Sponsor reserves the right to change these discounts from time to time. The
amount of Volume Discount, the approximate sales charge and the dealer
concession applicable to such purchases are as follows:
<TABLE>
<CAPTION>
Volume Discount Approximate Approximate
Lesser of Number of from Public Reduced Dealer/Agent
Units or Dollar Amount Sales Charge Offering per Unit Sales Charge Concession
<S> <C> <C> <C> <C>
Treasury Income Series 8
Less than 500,000........................ 1.70% 0% 1.70% 1.00%
500,000 to 999,999....................... 1.70% .20% 1.50% .90%
1,000,000 and above* 1.70% .45% 1.25% .70%
Asset Builder Series 9
Less than 500,000 1.95% 0% 1.95% 1.20%
500,000 to 999,999 1.95% .25% 1.70% 1.10%
1,000,000 and above* 1.95% .55% 1.40% .85%
Treasury Income Series 10
Less than 500,000 1.95% 0% 1.95% 1.20%
500,000 to 999,999 1.95% .25% 1.70% 1.10%
1,000,000 and above* 1.95% .55% 1.40% .85%
Asset Builder Series 11
Less than 500,000 3.05% 0% 3.05% 2.25%
500,000 to 999,999 3.05% .15% 2.90% 2.20%
1,000,000 and above* 3.05% .35% 2.70% 2.05%
</TABLE>
- -----------
* For any transactions of 1,000,000 Units or more or over $1,000,000, the
Sponsor intends to negotiate the applicable sales charge and such charge will
be disclosed to any such purchaser.
<PAGE>
Rollover Privilege. In addition, to the extent Units of each QUILTS trust
are currently available from the Sponsor, Unit Holders of the Trusts may elect
to rollover principal distributions paid to them as Securities in their
respective Trusts mature into additional units of such available QUILTS trusts
(upon receipt by the Trusts of an appropriate exemptive order from the
Securities and Exchange Commission) at a reduced sales charge equal to the first
breakpoint of the Trust purchased, as described above on the day the rollover is
executed. Reduced sales charges are available only on proceeds received from
principal distributions from maturing Securities of the Trust. Furthermore, for
rollover transactions of any amount, dealers/agents will receive concessions
equal to the first breakpoint of the Trust purchased described above on the day
the rollover is executed. For more complete information concerning the rollover
privilege, including charges and expenses, the Unit Holders should contact their
broker.
Net Asset Value Purchases. No sales charge will be applied to the
following transactions: purchases by persons who for at least 90 days have been
directors, trustees, officers or full-time employees of any of (i) the funds
distributed by Quest for Value Distributors, (ii) Quest for Value Advisors and
(iii) Quest for Value Distributors, or their affiliates, their immediate
relatives or any trust, pension, profit sharing or other benefit plan for any of
them; purchases by any account advised by Oppenheimer Capital, the parent of
Quest for Value Advisors; and purchases by an employee of a broker-dealer having
a dealer or servicing agreement with Quest for Value Distributors and/or a
participating member of the Oppenheimer Capital brokered CD selling group or of
a bank or financial intermediary currently offering QUILTS to its customers.
Distribution of Units. During the initial offering period (i) Units issued
on the initial Date of Deposit and (ii) Additional Units issued after such date
in respect of additional deposits of Securities, will be distributed by the
Sponsor and dealers at the Public Offering Price plus accrued interest. The
initial offering period in each case is thirty days unless extended by the
Sponsor for Units specified in (i) and (ii) in the preceding sentence. In
addition, Units may be distributed through dealers who are members of the
National Association of Securities Dealers, Inc. or other financial
intermediaries as permitted by law. Certain banks and thrifts will make Units of
each Trust available to their customers on an agency basis. A portion of the
sale charge paid by their customers is retained by or remitted to the banks.
Under the Glass-Steagall Act, banks are prohibited from underwriting Units;
however, the Glass-Steagall Act does permit certain agency transactions and the
banking regulators have indicated that these particular agency transactions are
permitted under such Act. In addition, state securities laws on this issue may
differ from the interpretations of federal law expressed herein and banks and
financial institutions may be required to register as dealers pursuant to state
law.
The Sponsor intends to qualify the Units of the Trusts for sale in
Arizona, Arkansas, California, Colorado, Connecticut, Florida, Georgia,
Illinois, Indiana, Maryland, Michigan, Minnesota, Missouri, Nebraska, Nevada,
New Jersey, New York, Ohio, Oklahoma, Oregon, Texas, Washington and the District
of Columbia. Additional states may be added from time to time.
The Sponsor may provide additional concessions to its affiliates in
connection with the distribution of the Units. The Sponsor reserves the right to
change the dealers concession at any time. Such Units may then be distributed to
the public by the dealers at the Public Offering Price then in effect. The
Sponsor reserves the right to reject, in whole or in part, any order for the
purchase of Units. Also, the Sponsor in its discretion may from time to time
pursuant to objective criteria established by the Sponsor pay fees to qualifying
Underwriters, brokers, dealers, banks and/or others for certain services or
activities which are primarily intended to result in sales of Units of the
Trusts. Such payments are made by the Sponsor out of its own assets and out of
the assets of the Trusts. These programs will not change the price Unit Holders
pay for their Units or the amount that each Trust will receive from the Units
sold.
Sponsor's Profits. The Sponsor will receive a gross underwriting
commission (although the net commission retained will be lower because of the
concession paid to dealers) equal to 1.70% of the Public Offering Price per Unit
(equivalent to 1.729% of the net amount invested in the Securities) for Treasury
Income Series 8, 1.95% of the Public Offering Price per Unit (equivalent to
1.989% of the net amount invested in the Securities) for Asset Builder Series 9,
1.95% of the Public Offering Price per Unit (equivalent to 1.989% of the net
amount invested in the Securities) for Treasury Income
<PAGE>
Series 10, and 3.05% of the Public Offering Price per Unit (equivalent to 3.146%
of the net amount invested in the Securities) for Asset Builder Series 11.
Additionally, the Sponsor may realize a profit on the deposit of the Securities
in the Trust representing the difference between the cost of the Securities to
the Sponsor and the cost of the Securities to the Trusts (see "Portfolios" in
Part A). The Sponsor may realize profits or sustain losses with respect to
Securities deposited in the Trust which were acquired from underwriting
syndicates of which it was a member.
The Sponsor may have participated as a sole underwriter or manager,
co-manager or member of underwriting syndicates from which some of the aggregate
principal amount of the Securities were acquired for the Trusts in the amounts
set forth in Part A.
During the initial offering period and thereafter to the extent Additional
Units continue to be issued and offered for sale to the public the Sponsor may
also realize profits or sustain losses as a result of fluctuations after the
initial Date of Deposit in the offering prices of the Securities and hence in
the Public Offering Price received by the Sponsor for the Units. Cash, if any,
made available to the Sponsor prior to settlement date for the purchase of Units
may be used in the Sponsor's business subject to the limitations of 17 CFR
240.15c3-3 under the Securities Exchange Act of 1934, and may be of benefit to
the Sponsor.
In maintaining a market for the Units (see "Liquidity-Sponsor Repurchase")
the Sponsor will realize profits or sustain losses in the amount of any
difference between the price at which they buy Units and the price at which they
resell such Units.
Comparison of Public Offering Price, Sponsor's Repurchase Price and
Redemption Price. Although the Public Offering Price of Units of the Trusts will
be determined on the basis of the current offering prices of the Securities in
the Trusts, the value at which Units may be redeemed or sold in the secondary
market will be determined on the basis of the current bid prices of such
Securities. On the initial Date of Deposit, the Public Offering Price and the
Sponsor's Initial Repurchase Price per Unit of each Trust (each based on the
offering side evaluation of the Securities in the Trusts) each exceeded the
Redemption Price and the Sponsor's secondary market Repurchase Price per Unit
(based upon the current bid side evaluation of the Securities in the Trusts) by
the amounts shown under "Summary of Essential Information" for each Trust in
Part A of this Prospectus. On the initial Date of Deposit, the bid side
evaluation for each Trust was lower than the offering side evaluation for such
Trust by the amount set forth in Part A. For this reason, among others
(including fluctuations in the market prices of such Securities and the fact
that the Public Offering Price includes the applicable sales charge), the amount
realized by a Unit Holder upon any redemption or Sponsor repurchase of Units may
be less than the price paid for such Units. See "Liquidity-Sponsor Repurchase."
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN
Units of the Trusts are offered to investors on a "dollar price" basis
(using the computation method previously described under "Public Offering
Price") as distinguished from a "yield price" basis (involving the lesser of the
yield as computed to maturity of bonds or to an earlier redemption date). Since
they are offered on a dollar price basis, the rate of return on an investment in
Units of Treasury Income Series 8 and Treasury Income Series 10 is measured in
terms of "Estimated Current Return" and "Estimated Long Term Return." The rate
of return for Asset Builder Series 9 and Asset Builder Series 11 is only
measured in terms of "Estimated Long Term Return." This calculation of
performance is mandated by the rules of the Securities and Exchange Commission.
Estimated Long Term Return is calculated by: (1) computing the yield to
maturity or to an earlier call date (whichever results in a lower yield) for
each Security in each Trust's portfolio in accordance with accepted practices,
which practices take into account not only the interest payable on the Security
but also the amortization of premiums or accretion of discounts, if any; (2)
calculating the average of the yields for the Securities in each Trust's
portfolio by weighing each Security's yield by the market value of the Security
and by the amount of time remaining to the date to which the Security is priced
(thus creating an average yield for the portfolio of each Trust); and (3)
reducing the average yield for the portfolio of each Trust in order to reflect
estimated fees and expenses of such Trust and the maximum sales charge paid by
Unit Holders. The resulting Estimated Long Term Return represents a measure of
the return to Unit Holders earned over the estimated life of the Trusts. The
<PAGE>
Estimated Long Term Return as of the initial Date of Deposit is stated for each
Trust under "Summary of Essential Information" in Part A.
Estimated Current Return is computed by dividing the Estimated Net Annual
Interest Income per Unit by the Public Offering Price per Unit. In contrast to
the Estimated Long Term Return, the Estimated Current Return does not take into
account the amortization of premium or accretion of discount, if any, on the
Securities in the portfolio of each Trust. Moreover, because prevailing interest
rates on Securities purchased at a premium are generally higher than current
interest rates on newly issued bonds of a similar type with comparable rating,
the Estimated Current Return per Unit may be affected adversely if such
Securities are redeemed prior to their maturity. On the initial Date of Deposit,
the Estimated Net Annual Interest Income per Unit divided by the Public Offering
Price resulted in the Estimated Current Return stated for the applicable Trust
under "Summary of Essential Information" in Part A.
The Estimated Net Annual Interest Income per Unit of each Trust will vary
with changes in the fees and expenses of the Trustee and the Evaluator
applicable to the Trust and with the redemption, maturity, sale or other
disposition of the Securities in such Trust. The Public Offering Price will vary
with changes in the offering prices (bid prices in the case of the secondary
market) of the Securities. Therefore, there is no assurance that the present
Estimated Current Return or Estimated Long Term Return will be realized in the
future.
RIGHTS OF UNIT HOLDERS
Book-Entry Units. Ownership of Units of the Trusts will not be evidenced
by certificates. All evidence of ownership of the Units will be recorded in
book-entry form either at Depository Trust Company ("DTC") through an investor's
broker's account or through registration of the Units on the books of the
Trustee. Units held through DTC will be deposited by the Sponsor with DTC in the
Sponsor's DTC account and registered in the nominee name CEDE & CO. Individual
purchases of beneficial ownership interest in the Trust will be made in
book-entry form through DTC or the Trustee. Ownership and transfer of Units will
be evidenced and accomplished directly and indirectly by book-entries made by
DTC and its participants if the Units are evidenced at DTC, or otherwise will be
evidenced and accomplished by book-entries made by the Trustee. DTC will record
ownership and transfer of the Units among DTC participants and forward all
notices and credit all payments received in respect of the Units held by the DTC
participants. Beneficial owners of Units will receive written confirmation of
their purchase and sale from the broker-dealer or bank from whom their purchase
was made. Units are transferable by making a written request properly
accompanied by a written instrument or instruments of transfer which should be
sent registered or certified mail for the protection of the Unit Holder. Unit
Holders must sign such written request exactly as their names appear on the
records of the Trusts. Such signatures must be guaranteed by a commercial bank
or trust company, savings and loan association or by a member firm of a national
securities exchange.
Interest and Principal Distributions. Interest received by the Trusts is
credited by the Trustee to an Interest Account for the Trusts and a deduction is
made to reimburse the Trustee without interest for any amounts previously
advanced. Proceeds representing principal received from the maturity,
redemption, sale or other disposition of the Securities are credited to a
Principal Account of the Trust. Cash credited to the Interest Account and
Principal Account will not be reinvested by the Trusts prior to distribution.
Such cash balances are maintained by the Trustee and any income generated
thereon inures to the benefit of the Trustee and not the Trusts.
Distributions to each Unit Holder from the Interest Account are computed
as of the close of business on each Record Date for the following Payment Date
and consist of an amount substantially equal to one-twelfth of such Unit
Holder's pro rata share of the Estimated Net Annual Interest Income in the
Interest Account. Distributions from the Principal Account of the Trusts (other
than amounts representing failed contracts, as previously discussed) will be
computed as of each quarterly Record Date for Treasury Income Series 8 and as of
each monthly Record Date for Treasury Income Series 10, and will be made to the
Unit Holders of the Trusts on or shortly after the next Quarterly or Monthly
Payment Date. Proceeds representing principal received from the disposition of
any of the Securities between a Record Date and a Payment Date which are not
used for redemptions of Units will be held in the Principal Account and not
distributed until the second succeeding Payment Date.
<PAGE>
Persons who purchase Units between a Record Date and a Payment Date will receive
their first distribution on the second Payment Date after such purchase.
Normally, interest payments on the Securities in the portfolios of the
Trusts which pay interest are made on a semi-annual basis. Therefore, it usually
takes several months after the Date of Deposit for the Trustee to receive
sufficient interest payments on the Securities to begin quarterly or monthly
distributions of interest to Unit Holders. However, the Trustee has agreed to
advance sufficient funds to the Trusts in order to reduce the amount of time
before quarterly or monthly distributions of interest to Unit Holders commence.
Further, because interest payments are not received by the Trusts at a constant
rate throughout the year, interest distributions may be more or less than the
amount credited to the Interest Account as of a given Record Date. For the
purpose of minimizing fluctuations in the distributions from the Interest
Account, the Trustee will advance sufficient funds, without interest, as may be
necessary to provide interest distributions of approximately equal amounts. All
funds in respect of the Securities received and held by the Trustee prior to
distribution to Unit Holders may be of benefit to the Trustee and do not bear
interest to Unit Holders.
In order to acquire the "when, as, and if issued" Securities contracted
for by the Trusts, if any, it may be necessary to pay on the settlement dates
for delivery of such Securities amounts covering accrued interest on such
Securities which exceed (1) the amounts paid by Unit Holders and (2) the amount
which will be made available under the letter of credit furnished by the Sponsor
on the initial Date of Deposit for the purchase of such Securities. The Trustee
has agreed to pay for any amounts necessary to cover any such excess and will be
reimbursed therefor, without interest, when funds become available from interest
payments on the particular Securities with respect to which such payments may
have been made. Also, since interest on the Securities in the portfolios of the
Trusts does not accrue to the benefit of Unit Holders until their respective
dates of delivery, the Trustee will, in order to provide income to the Unit
Holders for this period of non-accrual, reduce its fee applicable to the Trust
in an amount equal to the amount of interest that would have so accrued on such
Securities in the Trust between the date of settlement for the Units and such
dates of delivery. To the extent such non-accrual is in excess of the reduction
in the Trustee's fee, the amount of such excess will be distributed to Unit
Holders as a return of capital.
As of the first day of each month, the Trustee will deduct from the
Interest Account of the Trusts, and, to the extent funds are not sufficient
therein, from the Principal Account of the Trusts, amounts necessary to pay the
expenses of the Trusts (see "Trust Expenses and Charges" in this Part B). The
Trustee also may withdraw from said accounts such amounts, if any, as it deems
necessary to establish a reserve for any applicable taxes or other governmental
charges that may be payable out of the Trusts. Amounts so withdrawn shall not be
considered a part of the Trusts' assets until such time as the Trustee shall
return all or any part of such amounts to the appropriate accounts. In addition,
the Trustee may withdraw from the Interest and Principal Accounts such amounts
as may be necessary to cover purchases of Replacement Securities and redemptions
of Units by the Trustee.
The estimated quarterly interest distribution per Unit for Treasury Income
Series 8 and the estimated monthly interest distribution per unit for Treasury
Income Series 10 will initially be in the amount shown under "Summary of
Essential Information" for each Trust in Part A and will change and may be
reduced as Securities mature or are redeemed, exchanged or sold, or as expenses
of the Trusts fluctuate. No distribution need be made from the Principal Account
until the balance therein is an amount sufficient to distribute $1.00 per 1,000
Units.
Records. For each of the Trusts, the Trustee shall furnish Unit Holders in
connection with each distribution a statement of the amount of interest, 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 time after the end
of each calendar year the Trustee will furnish to each person who at any time
during the calendar year was a Unit Holder of record, a statement showing (a) as
to the Interest Account: interest received (including any earned original issue
discount and amounts representing interest received upon any disposition of
Securities), amounts paid for purchases of Replacement Securities and
redemptions of Units, if any, deductions for applicable taxes and fees and
expenses of the Trusts, and the balance remaining after such distributions and
deductions, expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each Unit outstanding on the last business
day of such calendar year; (b) as to the Principal Account: the dates of
disposition of any Securities and the net proceeds received therefrom (including
any unearned original issue
<PAGE>
discount but excluding any portion representing accrued interest), deductions
for payments of applicable taxes and fees and expenses of the Trusts, amounts
paid for purchases of Replacement Securities and redemptions of Units, if any,
and the balance remaining after such distributions and deductions, expressed
both as a total dollar amount and as a dollar amount representing the pro rata
share of each Unit outstanding on the last business day of such calendar year;
(c) a list of the Securities held and the number of Units outstanding on the
last business day of such calendar year; (d) the Redemption Price per Unit based
upon the last computation thereof made during such calendar year; and (e)
amounts actually distributed to Unit Holders during such calendar year from the
Interest and Principal Accounts, separately stated, of each Trust, expressed
both as total dollar amounts and as dollar amounts representing the pro rata
share of each Unit outstanding on the last business day of such calendar year.
The Trustee shall keep available for inspection by Unit Holders at all
reasonable times during usual business hours, books of record and account of its
transactions as Trustee, including records of the names and addresses of Unit
Holders, certificates issued or held, a current list of Securities in the
portfolio of each Trust and a copy of the Trust Agreement.
TAX STATUS
In the opinion of Battle Fowler LLP, counsel for the Sponsor, under
existing law:
Each Trust is not an association taxable as a corporation for United
States federal income tax purposes and income of the Trusts will be
treated as income of the Unit Holders in the manner set forth below. Each
Unit Holder will be considered the owner of a pro rata portion of each
asset of a Trust under the grantor trust rules of Sections 671-678 of the
Internal Revenue Code of 1986, as amended (the "Code").
Each Unit Holder will be considered to have received his pro rata
share of interest derived from each Trust asset when such interest is
received by the Trust. Each Unit Holder will be required to include in his
gross income, as determined for Federal income tax purposes, original
issue discount with respect to his interest in a Security held by the
Trust at the same time and in the same manner as though the Unit Holder
were the direct owner of such interest. 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 him.
Each Unit Holder will have a taxable event when a Security is
disposed of (whether by sale, exchange, redemption, or payment at
maturity) or when the Unit Holder redeems or sells his Units. The total
tax cost of each Unit to a Unit Holder must be allocated among the cash
and Securities held in the Trust in accordance with their relative fair
market value on the date the Unit Holder purchases his Units in order to
determine his per Unit tax basis for the Securities represented thereby.
If a Unit Holder's tax cost of his pro rata interest in a Security exceeds
the amount payable in respect of such pro rata interest upon the maturity
of the Security, such excess is a "bond premium" which may be amortized by
the Unit Holder at the Unit Holder's election as provided in Section 171
of the Code.
The tax basis of a Unit Holder with respect to his interest in a Security
will be increased by the amount of original issue discount thereon properly
included in the Unit Holder's gross income as determined for Federal income tax
purposes.
The amount of gain recognized by a Unit Holder on a disposition of a
Security by a Trust will be equal to the difference between such Unit Holder's
pro rata portion of the gross proceeds realized by the Trust on the disposition
and the Unit Holder's tax cost basis in his pro rata portion of the Security
disposed of. Any gain recognized on a sale or exchange of a Unit Holder's pro
rata interest in a Security, and not constituting a realization of accrued
"market discount" in the case of a Security issued after July 18, 1984, and any
loss will be a capital gain or loss, except in the case of a dealer or financial
institution. Gain realized on the disposition of the interest of a Unit Holder
in a market discount Security is treated as ordinary income to the extent the
gain does not exceed the accrued market discount. A Unit Holder has an interest
in a market discount Security in a case in which the Unit Holder's tax cost for
his pro rata interest in the Security is less than the stated redemption price
thereof at maturity (or the issue price plus original issue discount accrued up
to the acquisition date,
<PAGE>
in the case of an original issue discount Security). If a Unit Holder has an
interest in a market discount Security and has incurred debt to acquire Units,
the deductibility of a portion of the interest incurred on such debt may be
deferred. Any capital gain or loss arising from the disposition of a Unit
Holder's pro rata interest in a Security will be a long-term capital gain or
loss if the Unit Holder has held his Units and the Trust has held the Security
for more than one year. Net capital gains (i.e., the excess of net long-term
capital gain over net short-term capital loss) of individuals, estates and
trusts are subject to a maximum nominal tax rate of 28%. Such net capital gains
may, however, result in a disallowance of itemized deductions and/or affect a
personal exemption phase-out. For taxable year beginning after December 31,
1992, net capital gain from the disposition of property held for investment is
excluded from investment income for purposes of computing the limitation on the
deduction for investment interest applicable to individuals. A taxpayer may,
however, elect to include such net capital gain in investment income if the
taxpayer reduces the amount of net capital gain that is otherwise eligible for
the maximum 28% rate by such amount.
If the Unit Holder sells or redeems a Unit for cash, he is deemed thereby
to have disposed of his entire pro rata interest in all Trust assets represented
by the Unit and will have a taxable income or loss measured by the difference
between his per Unit tax basis for such assets, as described above, and the
amount realized.
Under the personal income tax laws of the State and City of New York, the
income of Trust will be treated as the income of the Unit Holders.
Each Trust may contain one or more Securities which were originally issued
at a discount ("original issue discount"). In general, original issue discount
can be defined as the difference between the price at which a Security was
issued and its stated redemption price at maturity. In the case of a Security
issued before July 2, 1982, original issue discount is deemed to accrue (be
"earned") ratably over the period from the date of issuance of the Security to
the date of maturity and is apportioned among the original holder of the
obligation and subsequent purchasers in accordance with a ratio, the numerator
of which is the number of calendar days the obligation was owned by the holder
and the denominator of which is the total number of calendar days from the date
of issuance of the obligation to its date of maturity. Gain or loss upon the
disposition of an original issue discount Security is measured by the difference
between the amount realized upon disposition and the amount paid for such
obligation. A holder may, however, exclude from gross income that portion of
such gain attributable to accrued interest and the "earned" portion of original
issue discount.
In the case of a Security issued after July 1, 1982, original issue
discount is deemed to accrue on a constant interest method, which corresponds in
general to the economic accrual of interest (adjusted to eliminate
proportionately on an elapsed-time basis any excess of the amount paid for the
Security over the sum of the issue price and the accrued original issue discount
on the acquisition date). Unit Holders generally will be required to recognize
the accrual of original issue discount as interest income currently even though
they will not receive a corresponding amount of cash until later years. The tax
basis in the Security is increased by the amount of original issue discount that
is deemed to accrue while the Security is held. The difference between the
amount realized on a disposition of the Security (excluding accrued interest)
and the adjusted tax basis of the Security will give rise to taxable gain or
loss upon a disposition of the Security by the Trust (or a sale or redemption of
Units by a Unit Holder).
The general rule that requires the holder of a debt instrument issued at a
discount to include in gross income on a current basis the sum of the daily
portions of original issue discount does not apply to a debt instrument that has
a fixed maturity not more than one year from the date of issue. For short-term
Government obligations held by a cash method taxpayer, if no special election is
made by the holder, income is not realized until the sale, maturity, or other
disposition of the obligation, and is ordinary income to the extent the gain
realized does not exceed an amount equal to the ratable share of acquisition
discount. Gain, if any, in excess of such amount should be a short-term capital
gain. Acquisition discount is the excess of the stated redemption price at
maturity of the obligation over the basis of the taxpayer in the obligation. For
accrual basis taxpayers and taxpayers treated for this purpose as if they use
the accrual method (dealers, banks, regulated investment companies, common trust
funds, and taxpayers engaged in hedging transactions), acquisition discount on
short-term Governmental obligations is includible in income as it accrues, on a
straight line basis, unless a special election is made. Limitations apply to the
deductibility of interest on loans incurred to acquire
<PAGE>
short-term obligations and special rules apply to short-term obligations that
are a stripped bond or stripped coupon.
A Unit Holder who is neither a citizen nor a resident of the United States
and is not a United States domestic corporation (a "foreign Unit Holder") will
not generally be subject to United States Federal income tax on his, her or its
pro rata share of interest and original issue discount on a Security held in the
Trust or any gain from the sale or other disposition of his, her or its pro rata
interest in a Security held in the Trust, which interest or original issue
discount is not effectively connected with the conduct by the foreign Unit
Holder of a trade or business within the United States and which gain is either
(i) not from sources within the United States or (ii) not so effectively
connected, provided that:
(a) with respect to interest and original issue discount the Security
was issued after July 18, 1984;
(b) with respect to any U.S. source capital gain, the foreign Unit
Holder (if an individual) is not present in the United States for 183 days
or more during his or her taxable year in which the gain was realized and
so certifies; and
(c) the foreign Unit Holder provides the required certifications
regarding (i) his, her or its status and, (ii) in the case of U.S. source
income, the fact that the interest, original issue discount or gain is not
effectively connected with the conduct by the foreign Unit Holder of a
trade or business within the United States.
The interest and/or dividend income received by a foreign Unit Holder from
an entity of which it owns 10% or more of the voting stock in the case of a
corporation or 10% or more of the profits or capital interest in the case of a
partnership, will, however, be subject to federal income taxation. Foreign Unit
Holders should consult their own tax counsel with respect to United States tax
consequences of ownership of Units.
Each Unit Holder (other than a foreign Unit Holder who has properly
provided the certifications described above) will be requested to provide the
Unit Holder's taxpayer identification number to the Trustee and to certify that
the Unit Holder has not been notified that payments to the Unit Holder are
subject to back-up withholding. If the taxpayer identification number and an
appropriate certification are not provided when requested, 31% back-up
withholding will apply.
The foregoing discussion relates only to United States Federal and, to the
extent stated, New York State and City income taxes.
Investors should consult their tax counsel for advice with respect to
their own particular tax situations.
After the end of each calendar year, the Trustee will furnish to each Unit
Holder an annual statement containing information relating to the interest
received by the Trust on the Securities, the gross proceeds received by the
Trust from the disposition of any Security (resulting from redemption or payment
at maturity of any Security or the sale by the Trust of any Security), and the
fees and expenses paid by the Trust. The Trustee will also furnish required
annual information returns to each Unit Holder and to the Internal Revenue
Service.
The Sponsor believes that Unit Holders who are individuals should not
generally be subject to state personal income taxes on the interest (including
original issue discount) received through each Trust. However, Unit Holders
(including individuals) may be subject to state and local taxes on any capital
gains (or market discount treated as ordinary income) derived from each Trust
and to other state and local taxes with respect to the interest derived from
each Trust. Moreover, Unit Holders will probably not be entitled to a deduction
for state tax purposes for their share of the fees and expenses paid by the
Trusts or for any interest on indebtedness incurred to purchase or carry their
Units. Even though the Sponsor believes that interest income (including original
issue discount) received through each Trust is exempt from state personal income
taxes on individuals in most states, Unit Holders should consult their own tax
advisers with respect to state and local taxation matters.
LIQUIDITY
Sponsor Repurchase. The Sponsor, although not obligated to do so,
currently intends to maintain a secondary market for the Units and continuously
to offer to repurchase the Units. The Sponsor's
<PAGE>
secondary market repurchase price after the initial public offering is
completed, will be based on the aggregate bid price of the Securities in each
Trust portfolio and will be the same as the redemption price. The aggregate bid
price will be determined by the Evaluator on a daily basis after the initial
public offering is completed and computed on the basis set forth under
"Liquidity-Trustee Redemption." During the initial offering period, the
Sponsor's repurchase price will be based on the aggregate offering price of the
Securities in the Trusts. Unit Holders who wish to dispose of their Units should
inquire of the Sponsor as to current market prices prior to making a tender for
redemption. The Sponsor may discontinue repurchase of Units if the supply of
Units exceeds demand, or for other business reasons. The date of repurchase is
deemed to be the date on which Units are received in proper form by Quest of
Value Distributors, Two World Financial Center, 225 Liberty Street, New York, NY
10080-6116. Units received after 4 P.M., New York Time, will be deemed to have
been repurchased on the next business day. In the event a market is not
maintained for the Units, a Unit Holder may be able to dispose of Units only by
tendering them to the Trustee for redemption.
Units purchased by the Sponsor in the secondary market may be reoffered
for sale by the Sponsor at a price based on the aggregate offering price of the
Securities in the Trusts plus (a) a 1.70% sales charge (1.729% of the net amount
invested) plus net accrued interest for Treasury Income Series 8, (b) a 1.95%
sales charge (1.989% of the net amount invested) plus net accrued interest for
Asset Builder Series 9, (c) a 1.95% sales charge (1.989% of the net amount
invested) plus net accrued interest for Treasury Income Series 10 and (d) a
3.05% sales charge (3.146% of the net amount invested) plus net accrued interest
for Asset Builder Series 11. Any Units that are purchased by the Sponsor in the
secondary market also may be redeemed by the Sponsor if it determines such
redemption to be in its best interest.
The Sponsor may, under certain circumstances, as a service to Unit
Holders, elect to purchase any Units tendered to the Trustee for redemption (see
"Liquidity-Trustee Redemption" in this Part B). Factors which the Sponsor will
consider in making a determination will include the number of Units of all
Trusts which it has in inventory, its estimate of the salability and the time
required to sell such Units and general market conditions. For example, if in
order to meet redemptions of Units the Trustee must dispose of Securities, and
if such disposition cannot be made by the redemption date (seven calendar days
after tender), the Sponsor may elect to purchase such Units. Such purchase shall
be made by payment to the Unit Holder not later than the close of business on
the redemption date of an amount equal to the Redemption Price on the date of
tender.
Trustee Redemption. Units may also be tendered to the Trustee for
redemption at its corporate trust office at 101 Barclay Street, New York, New
York 10286, upon proper delivery of such Units and payment of any relevant tax.
At the present time there are no specific taxes related to the redemption of
Units. No redemption fee will be charged by the Sponsor or the Trustee. Units
redeemed by the Trustee will be canceled.
Within seven calendar days following a tender for redemption, or, if such
seventh day is not a business day, on the first business day prior thereto, the
Unit Holder will be entitled to receive in cash an amount for each Unit tendered
equal to the Redemption Price per Unit computed as of the Evaluation Time set
forth under "Summary of Essential Information" for each Trust in Part A on the
date of tender. The "date of tender" is deemed to be the date on which Units are
received by the Trustee, except that with respect to Units received after the
close of trading on the New York Stock Exchange, the date of tender is the next
day on which such 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.
Accrued interest paid on redemption shall be withdrawn from the Interest
Account, or, if the balance therein is insufficient, from the Principal Account.
All other amounts paid on redemption shall be withdrawn from the Principal
Account. The Trustee is empowered to sell Securities in order to make funds
available for redemptions. Such sales, if required, could result in a sale of
Securities by the Trustee at a loss. To the extent Securities are sold, the size
and diversity of such Trust will be reduced.
The Redemption Price per Unit is the pro rata share of each Unit in each
Trust determined by the Trustee on the basis of (i) the cash on hand in the
Trust or moneys in the process of being collected, (ii) the value of the
Securities in the Trust based on the bid prices of such Securities and (iii)
interest
<PAGE>
accrued thereon, less (a) amounts representing taxes or other governmental
charges payable out of each Trust, (b) the accrued expenses of such Trust and
(c) cash allocated for the distribution to Unit Holders of record as of the
business day prior to the evaluation being made. The Evaluator may determine the
value of the Securities in each Trust (1) on the basis of current bid prices of
the Securities obtained from dealers or brokers who customarily deal in bonds
comparable to those held by the Trusts, (2) on the basis of bid prices for bonds
comparable to any Securities for which bid prices are not available, (3) by
determining the value of the Securities by appraisal, or (4) by any combination
of the above. The Evaluator will determine the aggregate current bid price
evaluation of the Securities in each Trust, taking into account the market value
of the Securities in the manner described as set forth under "Public
Offering-Offering Price."
The Trustee is irrevocably authorized in its discretion, if the Sponsor
does not elect to purchase a Unit tendered for redemption or if the Sponsor
tenders a Unit or Units for redemption, in lieu of redeeming such Unit, to sell
such Unit in the over-the-counter market for the account of the tendering Unit
Holder at prices which will return to the Unit Holder an amount in cash, net
after deducting brokerage commissions, transfer taxes and other charges, equal
to or in excess of the Redemption Price for such Unit. The Trustee will pay the
net proceeds of any such sale to the Unit Holder on the day he would otherwise
be entitled to receive payment of the Redemption Price.
The Trustee reserves the right to suspend the right of redemption and to
postpone the date of payment of the Redemption Price per Unit for any period
during which the New York Stock Exchange is closed, other than customary weekend
and holiday closings, or trading on that Exchange is restricted or during which
(as determined by the Securities and Exchange Commission) an 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. The Trustee and the Sponsor are not liable to any person or
in any way for any loss or damage which may result from any such suspension or
postponement.
A Unit Holder who wishes to dispose of his Units should inquire of his
bank or broker in order to determine if there is a current secondary market
price in excess of the Redemption Price.
RETIREMENT PLANS
The Trusts may be an appropriate investment for retirement plans such as
IRAs, self-employed retirement plans (formerly Keogh Plans), pension,
profit-sharing plans and other qualified retirement plans.
Generally, capital gains and income received under each of the foregoing
plans are deferred from Federal taxation. All distributions from such plans are
generally treated as ordinary income but may, in some cases, be eligible for
special income averaging or tax-deferred rollover treatment. Investors
considering participation in any such plan should review specific tax laws
related thereto and should consult their attorneys or tax advisers with respect
to the establishment and maintenance of any such plan. Such plans are offered by
brokerage firms and other financial institutions. Fees and charges with respect
to such plans may vary.
Individual Retirement Account-IRA. Any individual under age 701/2 may
contribute the lesser of $2,000 or 100% of compensation to any IRA annually.
Such contributions are fully deductible if the individual (and spouse if filing
jointly) is not covered by a retirement plan at work.
A participant's interest in an IRA must be, or commence to be, distributed
to the participant not later than April 1 of the calendar year following the
year during which the participant attains age 701/2. Distributions made before
attainment of age 591/2, except in the case of the participant's death or
disability, or where the amount distributed is to be rolled over to another IRA,
or where the distributions are taken as a series of substantially equal periodic
payments over the participant's life or life expectancy (or the joint lives or
life expectancies of the participant and the designated beneficiary) are
generally subject to a surtax in an amount equal to 10% of the distribution. The
amount of such periodic payments may not be modified before the later of five
years or attainment of age 591/2. Excess contributions are subject to an annual
6% excise tax.
IRA applications, disclosure statements and trust agreements are available
from the Sponsor upon request.
<PAGE>
Qualified Retirement Plans. Units of each Trust may be purchased by
qualified pension or profit sharing plans maintained by corporations,
partnerships or sole proprietors. The maximum annual contribution for a
participant in a money purchase pension plan or to paired profit sharing and
pension plans is the lesser of 25% of compensation or $30,000. Prototype plan
documents for establishing qualified retirement plans are available from the
Sponsor upon request. The latest date by which a participant must commence
receiving benefits from a plan is generally the same as for an IRA. The 10%
early distribution surtax also applies, except that distributions received after
age 55 or as a result of a separation of service, and distributions received to
pay deductible medical expenses or pursuant to qualified domestic relations
order are not subject to the tax.
Excess Distributions Tax. In addition to the other taxes due by reason of
a plan distribution, a tax of 15% may apply to certain aggregate distributions
from IRAs, Keogh Plans, and corporate retirement plans to the extent such
aggregate taxable distributions exceed specified amounts (generally $150,000, as
adjusted during a tax year). This 15% tax will not apply to distributions on
account of death, qualified domestic relations order or to eligible
distributions that are rolled over to an IRA or other qualified plan. In
general, for lump sum distributions the excess distribution over $750,000 (as
adjusted) will be subject to the 15% tax.
TRUST ADMINISTRATION
Portfolio Supervision. Except for the purchase of Replacement Securities,
Additional Securities or as discussed herein, the acquisition of any Securities
for the Trust other than Securities initially deposited by the Sponsor is
prohibited. The Sponsor may direct the Trustee to dispose of Securities upon (i)
default in payment of principal or interest on such Securities, (ii) default
under other documents adversely affecting debt service on such Securities, or
(iii) decline in price or the occurrence of other market or credit factors that
in the opinion of the Sponsor would make the retention of such Securities in the
Trusts detrimental to the interests of the Unit Holders. If a default in the
payment of principal or interest on any of the Securities occurs and if the
Sponsor fails to instruct the Trustee to sell or hold such Securities, the Trust
Agreement provides that the Trustee may sell such Securities. The Trustee shall
not be liable for any depreciation or loss by reason of any sale of Securities
or by reason of the failure of the Sponsor to give directions to the Trustee. An
affiliate of the Sponsor, Quest For Value Advisors, will perform the portfolio
supervisory functions noted herein on behalf of the Sponsor and receive the
Annual Supervisory Fee noted in Part A.
The Sponsor is authorized by the Trust Agreement to direct the Trustee to
accept or reject certain plans for the refunding or refinancing of any of the
Securities. Any bonds received in exchange or substitution will be held by the
Trustee subject to the terms and conditions of the Agreement to the same extent
as the Securities originally deposited. Within five days after such deposit,
notice of such exchange and deposit shall be given by the Trustee to each Unit
Holder registered on the books of the Trustee, including an identification of
the Securities eliminated and the Securities substituted therefor.
Trust Agreement, Amendment and Termination. The Trust Agreement may be
amended by the Trustee, the Sponsor and the Evaluator without the consent of any
of the Unit Holders: (1) to cure any ambiguity or to correct or supplement any
provision which may be defective or inconsistent; (2) to change any provision
thereof as may be required by the Securities and Exchange Commission or any
successor governmental agency; or (3) to make such other provisions in regard to
matters arising thereunder as shall not adversely affect the interests of the
Unit Holders.
The Trust Agreement may also be amended in any respect, or performance of
any of the provisions thereof may be waived, with the consent of the Unit
Holders owning 662/3% of the Units then outstanding for the purpose of modifying
the rights of Unit Holders; provided that no such amendment or waiver shall
reduce any Unit Holder's interest in a Trust without his consent or reduce the
percentage of Units required to consent to any such amendment or waiver without
the consent of Unit Holders. The Trust Agreement may not be amended, without the
consent of all Unit Holders then outstanding, to increase the number of Units
issuable or to permit the acquisition of any securities in addition to or in
substitution for those initially deposited in the Trusts, or to provide the
Trustee with the power to engage in business or investment activities not
specifically authorized in the indenture as originally adopted or so as to
adversely affect the characterization of a Trust as a
<PAGE>
grantor trust for federal income tax purposes, except in accordance with the
provisions of the Trust Agreement. The Trustee shall promptly notify Unit
Holders, in writing, of the substance of any such amendment.
The Trust Agreement provides that the Trust shall terminate upon the
maturity, redemption or other disposition, as the case may be, of the last of
the Securities held in the Trust but in no event is it to continue beyond the
end of the calendar year preceding the fiftieth anniversary of the execution of
the Trust Agreement. If the value of a Trust shall be less than the minimum
amount set forth under "Summary of Essential Information" in Part A, the Trustee
may, in its discretion, and shall when so directed by the Sponsor, terminate the
Trusts. The Trust may also be terminated at any time with the consent of the
Unit Holders representing 100% of the Units then outstanding. In the event of
termination, written notice thereof will be sent by the Trustee to all Unit
Holders. Within a reasonable period after termination, the Trustee must sell any
Securities remaining in the terminated Trust, and, after paying all expenses and
charges incurred by the Trust, distribute to each Unit Holder, upon surrender
for cancellation of his Units, his pro rata share of the Interest and Principal
Accounts.
Alternatively, upon the termination of the Trust and further upon receipt
by the Trust, and subject to the conditions of an appropriate exemptive order
from the Securities and Exchange Commission, each Unit Holder's pro rata share
of the net asset value of the Trust will automatically be invested on behalf of
each Unit Holder in a mutual fund which invests in U.S. government securities
(the "Reinvestment Fund"). A copy of the current Prospectus of the Reinvestment
Fund will be delivered to Unit Holders at least 30 days prior to the time
reinvestment is made. At any time prior to the time of reinvestment, Unit
Holders may elect not to invest in the Reinvestment Fund, in which case, their
pro rata share of liquidation proceeds will be sent to them. This investment in
the Reinvestment Fund will not prevent Unit Holders from recognizing taxable
gain or loss as a result of the liquidation of the Trust, even though no cash
will be distributed to Unit Holders to pay any taxes. However, Unit Holders may
redeem any shares in the Reinvestment Fund in order to generate cash to pay
these taxes. Unit Holders should consult their own tax advisers regarding this
matter.
The Sponsor. Quest for Value Distributors is the Sponsor of Quest for
Value's Unit Investment Laddered Trust Series and all subsequent series. The
Sponsor is a majority-owned subsidiary of Oppenheimer Capital. Since 1969,
Oppenheimer Capital has managed assets for many of the nation's largest pension
plan clients. Today, the firm has over $28 billion under management, including
$5 billion in the Quest for Value funds. The Quest for Value organization was
created in 1988 to introduce mutual funds designed to help individual investors
achieve their financial goals. Quest for Value is committed to retirement
planning and services geared to the long term investment goals of the individual
investor. The Sponsor, a Delaware general partnership, is engaged in the mutual
fund distribution business. It is a member of the National Association of
Securities Dealers, Inc.
The information included herein is only for the purpose of informing
investors as to the financial responsibility of the Sponsor and its ability to
carry out its contractual obligations.
The Sponsor is liable for the performance of its obligations arising from
its responsibilities under the Trust Agreement, but will be under no liability
to Unit Holders for taking any action, or refraining from taking any action, in
good faith pursuant to the Trust Agreement, or for errors in judgment except in
cases of its own willful misfeasance, bad faith, negligence or reckless
disregard of its obligations and duties.
The Sponsor may resign at any time by delivering to the Trustee an
instrument of resignation executed by the Sponsor. If at any time the Sponsor
shall resign or fail to perform any of its duties under the Trust Agreement or
becomes incapable of acting or becomes bankrupt or its affairs are taken over by
public authorities, then the Trustee may either (a) appoint a successor Sponsor;
(b) terminate the Trust Agreement and liquidate the Trusts; or (c) continue to
act as Trustee without terminating the Trust Agreement. Any successor sponsor
appointed by the Trustee shall be satisfactory to the Trustee and, at the time
of appointment, shall have a net worth of at least $1,000,000.
The Trustee. The Trustee is The Bank of New York, with its offices at 101
Barclay Street, New York, New York 10286 (212) 815-2000.
The Trustee shall not be liable or responsible in any way for taking any
action, or for refraining from taking any action, in good faith pursuant to the
Trust Agreement, or for errors in judgment; or
<PAGE>
for any disposition of any moneys, Securities or Certificates in accordance with
the Trust Agreement, except in cases of its own willful misfeasance, bad faith,
negligence or reckless disregard of its obligations and duties. In addition, the
Trustee shall not be liable for any taxes or other governmental charges imposed
upon or in respect of the Securities or the Trusts which it may be required to
pay under current or future law of the United States or any other taxing
authority having jurisdiction. The Trustee shall not be liable for depreciation
or loss incurred by reason of the sale by the Trustee of any of the Securities
pursuant to the Trust Agreement.
For further information relating to the responsibilities of the Trustee
under the Trust Agreement, reference is made to the material set forth under
"Rights of Unit Holders."
The 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. In such an event the Sponsor is obligated to appoint a successor
Trustee as soon as possible. In addition, 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
Trust Agreement. Notice of such removal and appointment shall be mailed to each
Unit Holder by the Sponsor. If upon resignation of the Trustee no successor has
been appointed and has accepted the appointment within thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The resignation or removal of
the Trustee becomes effective only when the successor Trustee accepts its
appointment as such or when a court of competent jurisdiction appoints a
successor Trustee. Upon execution of a written acceptance of such appointment by
such successor Trustee, all the rights, powers, duties and obligations of the
original Trustee shall vest in the successor.
Any corporation into which the Trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Trustee shall be a party, shall be the successor Trustee. The
Trustee must always be a banking corporation organized under the laws of the
United States or any State and have at all times an aggregate capital, surplus
and undivided profits of not less than $2,500,000.
The Evaluator. The Evaluator is The Bank of New York, with its offices at
101 Barclay Street, New York, New York 10286 (212) 815-2000.
The Trustee, the Sponsor and the 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 Trust Agreement 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 Sponsor or Unit
Holders for errors in judgment, except in cases of its own willful misfeasance,
bad faith, negligence or reckless disregard of its obligations and duties. The
Evaluator shall not be liable or responsible for depreciation or losses incurred
by reason of the purchase, sale or retention of any Securities.
The Evaluator may resign or may be removed by the Sponsor and Trustee, and
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 thirty days after
notice of resignation, the Evaluator may apply to a court of competent
jurisdiction for the appointment of a successor.
TRUST EXPENSES AND CHARGES
At no cost to the Trusts, the Sponsor has borne all the expenses of
creating and establishing the Trusts, including the cost of initial preparation
and execution of the Trust Agreement, registration of the Trusts and the Units
under the Investment Company Act of 1940 and the Securities Act of 1933, the
fees of the Evaluator during the initial public offering, legal expenses,
advertising and selling expenses, expenses of the Trustee including, but not
limited to, an amount equal to interest accrued on certain "when issued" bonds
since the date of settlement for the Units, initial fees and other out-of-pocket
expenses.
The Sponsor will not charge the Trusts a fee for its services as such.
<PAGE>
The Sponsor's affiliate will receive for portfolio supervisory services to
the Trusts an annual fee in the amount set forth under "Summary of Essential
Information" for each Trust in Part A. The Sponsor's fee may exceed the actual
cost of providing portfolio supervisory services for the Trusts, but at no time
will the total amount received for portfolio supervisory services rendered to
all series of the Quest for Value's Unit Investment Laddered Trust Series in any
calendar year exceed the aggregate cost to the Sponsor of supplying such
services in such year. (See "Trust Administration- Portfolio Supervision.")
The Trustee's annual fee and estimated expenses are set forth under
"Summary of Essential Information" for each Trust in Part A. For a discussion of
the services performed by the Trustee pursuant to its obligations under the
Trust Agreement, see "Trust Administration" and "Rights of Unit Holders."
The Trustee's fees applicable to the Trusts are calculated based upon the
principal amount of Securities in the Trusts on the Record Date of such month,
payable monthly as of the Record Date from the Interest Account of the Trusts to
the extent funds are available and then from the Principal Account. Both the
supervisory fee and the Trustee's fee may be increased without approval of the
Unit Holders by amounts not exceeding proportionate increases in consumer prices
for services as measured by the United States Department of Labor's Consumer
Price Index entitled "All Services Less Rent."
The following additional charges are or may be incurred by the Trusts: all
expenses (including counsel fees) of the Trustee incurred and advances made in
connection with its activities under the Trust Agreement, including the expenses
and costs of any action undertaken by the Trustee to protect the Trusts and the
rights and interests of the Unit Holders; fees of the Trustee for any
extraordinary services performed under the Trust Agreement; indemnification of
the Trustee for any loss or liability accruing to it without negligence, bad
faith or willful misconduct on its part, arising out of or in connection with
its acceptance or administration of the Trusts; indemnification of the Sponsor
for any losses, liabilities and expenses incurred in acting as sponsors of the
Trusts without negligence, bad faith or willful misconduct on its part; and all
taxes and other governmental charges imposed upon the Securities or any part of
the Trusts (no such taxes or charges are being levied, made or, to the knowledge
of the Sponsor, contemplated). The above expenses, including the Trustee's fees,
when paid by or owing to the Trustee are secured by a first lien on the Trusts
to which such expenses are charged. In addition, the Trustee is empowered to
sell Securities in order to make funds available to pay all expenses.
The accounts of the Trusts shall be audited not less than annually by
independent public accountants selected by the Sponsor. The expenses of the
audit shall be an expense of the Trust. So long as the Sponsor maintains a
secondary market, the Sponsor will bear any audit expense which exceeds 50 Cents
per 1,000 Units. Unit Holders covered by the audit during the year may receive a
copy of the audited financial statements upon request.
OTHER MATTERS
Legal Opinions. The legality of the Units offered hereby and certain
matters relating to federal tax law have been passed upon by Messrs. Battle
Fowler LLP, 75 East 55th Street, New York, New York 10022 as counsel for the
Sponsor. Emmet, Marvin & Martin, 120 Broadway, New York, New York 10271 has
acted as counsel for the Trustee.
Independent Auditors. The Statements of Condition and Portfolios are
included herein in reliance upon the report of Grant Thornton LLP, independent
auditors, and upon the authority of said firm as experts in accounting and
auditing.
<PAGE>
Quest for Value's Unit Investment Laddered Trust Series ("QUILTS")
(A Unit Investment Trust)
QUILTS Income-U.S. Treasury Series 8
QUILTS Asset Builder-U.S. Treasury Series 9
QUILTS Income-U.S. Treasury Series 10
QUILTS Asset Builder-U.S. Treasury Series 11
Prospectus Dated: January 26, 1995
Sponsor: Trustee and Evaluator:
Quest for Value Distributors The Bank of New York
Two World Financial Center 101 Barclay Street
225 Liberty Street New York, New York 10286
New York, New York 10080-6116 212-815-2000
(800) 628-6664
---------------------------
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Table of Contents
Title Page
PART A
Summary of Essential Information...........................................A-2
Independent Auditors' Report..............................................A-14
Statements of Condition...................................................A-15
Portfolio and Cash Flow Information.......................................A-16
PART B.....................................................................
The Trust....................................................................1
Risk Factors.................................................................3
Public Offering..............................................................5
Estimated Long Term Return and
Estimated Current Return..................................................8
Rights of Unit Holders.......................................................9
Tax Status..................................................................11
Liquidity...................................................................13
Retirement Plans............................................................15
Trust Administration........................................................15
Trust Expenses and Charges..................................................18
Other Matters...............................................................19
No person is authorized to give any information or to make any
representations not contained in Parts A and B of this Prospectus; and any
information or representation not contained herein must not be relied upon as
having been authorized by the Trust, the Trustee, the Evaluator, or the Sponsor.
The Trust is a registered as unit investment trust under the Investment Company
Act of 1940. Such registration does not imply that the Trust or any of its Units
have been guaranteed, sponsored, recommended or approved by the United States or
any state or any agency or officer thereof.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any state to any person to whom it is not lawful to
make such offer in such state.
Parts A and B of this Prospectus do not contain all of the information set
forth in the registration statement and exhibits relating thereto, 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
made.
<PAGE>
PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM A--BONDING ARRANGEMENTS
The employees of Quest for Value Distributors are covered under Brokers'
Blanket Policy, Standard Form 14, in the amount of $1,000,000.
ITEM B--CONTENTS OF REGISTRATION STATEMENT
This Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet on Form S-6.
The Cross-Reference Sheet.
The Prospectus consisting of pages.
Undertakings.
Signatures.
Listed below are the name and registration number of previous series of
Quest for Value's Unit Investment Laddered Trust Series ("QUILTS"), the final
prospectus of which, properly supplemented, might be used as a preliminary
prospectus for Quest for Value's Unit Investment Laddered Trust Series
("QUILTS"), QUILTS Income -- U.S. Treasury Series 12, QUILTS Income -- U.S.
Treasury Series 13 and QUILTS Asset Builder -- U.S. Treasury Series 14. These
final prospectuses are incorporated herein by reference.
Quest for Value's Unit Investment Laddered Trust Series ("QUILTS"), QUILTS
Monthly Income -- U.S. Treasury Series 1, QUILTS Monthly Income -- U.S.
Treasury Series 2 and QUILTS Asset Builder -- U.S. Treasury Series 3
(Registration No. 33-57284)
Quest for Value's Unit Investment Laddered Trust Series ("QUILTS"), QUILTS
Monthly Income -- U.S. Treasury Series 4 and QUILTS Asset Builder -- U.S.
Treasury Series 5 (Registration No. 33-68052)
Quest for Value's Unit Investment Laddered Trust Series ("QUILTS"), QUILTS
Income -- U.S. Treasury Series 6, QUILTS Asset Builder -- U.S. Treasury
Series 7 and QUILTS Income -- Corporate Series 1 (Registration No.
33-77794)
Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
[Accountant]
The Bank of New York (included in Exhibit 5.1)
The following exhibits:
*1.1 -- Reference Trust Agreements including certain Amendments to
the Trust Indenture and Agreement referred to under Exhibit
1.1.1 below.
1.1.1 -- Trust Indenture and Agreement (filed as Exhibit 1.1.1 to
Amendment No. 2 to Form S-6 Registration Statement No.
33-57284 of Quest for Value's Unit Investment Laddered Trust
Series ("QUILTS"), QUILTS Monthly Income -- U.S. Treasury
Series 1; QUILTS Monthly Income --
- --------
* To be filed by Amendment.
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277781.1
<PAGE>
U.S. Treasury Series 2 and QUILTS Asset Builder -- U.S.
Treasury Series 3 on March 19, 1993 and incorporated herein by
reference).
1.3.4 -- Agreement of General Partnership of Quest for Value
Distributors dated July 9, 1987 (filed as Exhibit 1.3.4 to
Form S-6 Registration Statement No. 33-57284 of Quest for
Value's Unit Investment Laddered Treasury Securities
("QUILTS") on January 21, 1993 and incorporated herein by
reference).
1.4 -- Form of Master Agreement Among Underwriters (filed as
Exhibit 1.4 to Amendment No. 2 to Form S-6 Registration
Statement No. 33-57284 of Quest for Value's Unit Investment
Laddered Trust Series ("QUILTS"), QUILTS Monthly Income --
U.S. Treasury Series 1; QUILTS Monthly Income -- U.S. Treasury
Series 2 and QUILTS Asset Builder -- U.S. Treasury Series 3 on
March 19, 1993 and incorporated herein by reference).
2.1 -- Form of Certificate (filed as Exhibit 2.1 to Amendment No.
2 to Form S-6 Registration Statement No. 33-57284 of Quest for
Value's Unit Investment Laddered Trust Series ("QUILTS"),
QUILTS Monthly Income -- U.S. Treasury Series 1; QUILTS
Monthly Income -- U.S. Treasury Series 2 and QUILTS Asset
Builder -- U.S. Treasury Series 3 on March 19, 1993 and
incorporated herein by reference).
*3.1 -- Opinion of Battle Fowler LLP as to the legality of the
securities being registered, including their consent to the
filing thereof and to the use of their name under the headings
"Tax Status" and "Legal Opinions" in the Prospectus, and to
the filing of their opinion regarding tax status of the Trust.
*5.1 -- Consents of the Evaluator.
6.0 -- Powers of Attorney of Quest for Value Distributors, by the
majority of the Board of Directors and certain officers of
Oppenheimer Financial Corp., its Managing General Partner
(filed as Exhibit 6.0 to Amendment No. 2 to Form S-6
Registration Statement No. 33-57284 of Quest for Value's Unit
Investment Laddered Trust Series ("QUILTS"), QUILTS Monthly
Income -- U.S. Treasury Series 1; QUILTS Monthly Income --
U.S. Treasury Series 2 and QUILTS Asset Builder -- U.S.
Treasury Series 3 on March 19, 1993 and as Exhibit 6.0 to
Pre-Effective amendment No. 1 to Form S-6 Registration
Statement No. 33-57284 of Quest for Value's Investment Unit
Investment Laddered Trust Series ("QUILTS") on March 5, 1993
and incorporated herein by reference).
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* To be filed by Amendment.
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277781.1
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Quest for Value's Unit Investment Laddered Trust Series ("QUILTS"), QUILTS
Income -- U.S. Treasury Series 12, QUILTS Income -- U.S. Treasury Series 13 and
QUILTS Asset Builder -- U.S. Treasury Series 14 has duly caused this
Registration Statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the City of New York and State of New York on the 6th day
of June, 1995.
QUEST FOR VALUE'S UNIT INVESTMENT
LADDERED TRUST SERIES ("QUILTS"),
QUILTS INCOME -- U.S. TREASURY SERIES 12,
QUILTS INCOME -- U.S. TREASURY SERIES 13
QUILTS ASSET BUILDER -- U.S. TREASURY SERIES 14
(Registrant)
QUEST FOR VALUE DISTRIBUTORS
(Depositor)
By: OPPENHEIMER FINANCIAL CORP.,
as Managing General Partner of the Depositor
By: /s/ SUSAN A. MURPHY
(Susan A. Murphy, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, who
constitute the principal officers and a majority of the directors of Oppenheimer
Financial Corp., the Managing General Partner of the Depositor, in the
capacities and on the date indicated.
NAME TITLE DATE
STEPHEN ROBERT* Chief Executive Officer and Director
Stephen Robert
NATHAN GANTCHER* Chief Operating Officer and Director
Nathan Gantcher
ROGER EINIGER* Chief Administrative Officer and Director
Roger Einiger
JOSEPH LAMOTTA* Director
Joseph LaMotta
ANTONIO FERNANDEZ* Chief Financial Officer and Treasurer
Antonio Fernandez
*By: /s/ SUSAN A. MURPHY June 6, 1995
-----------------------------------
(Susan A. Murphy, Attorney-in-Fact)
- --------
* Executed copy of Power of Attorney filed as Exhibit 6.0 to Amendment
No. 2 to Registration Statement No. 33-57284 on March 19, 1993, and as
Exhibit 6.0 to the Pre-Effective Amendment No. 1 to Registration Statement
No. 33-57284 on March 5, 1993.
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277781.1
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Sponsor, Trustee, and Unit Holders of
Quest for Value's Unit Investment Laddered Trust Series ("QUILTS")
QUILTS Income -- U.S. Treasury Series 12
QUILTS Income -- U.S. Treasury Series 13
QUILTS Asset Builder -- U.S. Treasury Series 14
We have issued our report dated June __, 1995 on the Statements of
Condition and Portfolios of Quest for Value's Unit Investment Laddered Trust
Series ("QUILTS"), QUILTS Income -- U.S. Treasury Series 12 ("Income Series
12"), QUILTS Income -- U.S. Treasury Series 13 ("Income Series 13") and QUILTS
Asset Builder -- U.S. Treasury Series 14 ("Asset Builder Series 14") as of June
__, 1995 contained in the Registration Statement on Form S-6 and the Prospectus.
We consent to the use of our report in the Registration Statement and Prospectus
and to the use of our name as it appears under the caption "Independent
Auditors."
[ ]
New York, New York
June __, 1995
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