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: FT 1473
B. Name of Depositor: FIRST TRUST PORTFOLIOS L.P.
C. Complete Address of Depositor's 1001 Warrenville Road
Principal Executive Offices: Lisle, Illinois 60532
D. Name and Complete Address of
Agents for Service: FIRST TRUST PORTFOLIOS L.P.
Attention: James A. Bowen
Suite 300
1001 Warrenville Road
Lisle, Illinois 60532
CHAPMAN & CUTLER LLP
Attention: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603
E. Title of Securities
Being Registered: An indefinite number of
Units pursuant to Rule
24f-2 promulgated under
the Investment Company Act
of 1940, as amended.
F. Approximate Date of Proposed
Sale to the Public: ____ Check if it is
proposed that this filing
will become effective on
_____ at ____ p.m.
pursuant to Rule 487.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED JUNE 21, 2007
Georgetown Capital Appreciation(TM) Portfolio, July 2007 Series
FT 1473
FT 1473 is a series of a unit investment trust, the FT Series. FT 1473
consists of a single portfolio known as Georgetown Capital
Appreciation(TM) Portfolio, July 2007 Series (the "Trust"). The
Trust invests in a diversified portfolio of common stocks ("Securities")
selected by applying five specialized strategies. The objective of the
Trust is to provide the potential for above-average capital appreciation.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
FIRST TRUST (R)
1-800-621-1675
The date of this prospectus is July __, 2007
Page 1
Table of Contents
Summary of Essential Information 3
Fee Table 4
Report of Independent Registered Public Accounting Firm 5
Statement of Net Assets 6
Schedule of Investments 7
The FT Series 12
Portfolio 12
Risk Factors 15
Hypothetical Performance Information 16
Public Offering 17
Distribution of Units 19
The Sponsor's Profits 20
The Secondary Market 20
How We Purchase Units 20
Expenses and Charges 20
Tax Status 21
Retirement Plans 23
Rights of Unit Holders 24
Income and Capital Distributions 24
Redeeming Your Units 25
Investing in a New Trust 26
Removing Securities from the Trust 27
Amending or Terminating the Indenture 27
Information on Plotkin Financial Advisors, LLC,
Pacific West Securities, Inc., Sponsor,
Trustee and Evaluator 28
Other Information 29
Page 2
Summary of Essential Information
Georgetown Capital Appreciation(TM) Portfolio, July 2007 Series
FT 1473
At the Opening of Business on the Initial Date of Deposit-July __, 2007
Sponsor: First Trust Portfolios L.P.
Trustee: The Bank of New York
Evaluator: First Trust Advisors L.P.
Initial Number of Units (1)
Fractional Undivided Interest in the Trust per Unit (1) 1/
Public Offering Price:
Public Offering Price per Unit (2) $10.000
Less Initial Sales Charge per Unit (3) (.015)
--------
Aggregate Offering Price Evaluation of Securities per Unit (2) 9.985
Less Deferred Sales Charge per Unit (.000)
--------
Redemption Price per Unit (5) 9.985
Less Creation and Development Fee per Unit (3)(5) (.050)
Less Organization Costs per Unit (5) (.029)
--------
Net Asset Value per Unit $ 9.906
========
Estimated Net Annual Distribution per Unit (6) $
Cash CUSIP Number
Reinvestment CUSIP Number
Security Code
Ticker Symbol
First Settlement Date July __, 2007
Mandatory Termination Date (7) October 6, 2008
Rollover Notification Date (8) September 1, 2008
Special Redemption and Liquidation Period (8) September 15, 2008 to October 6, 2008
Distribution Record Date Fifteenth day of each month, commencing July 15, 2007.
Distribution Date (6) Last day of each month, commencing July 31, 2007.
_____________
<FN>
(1) As of the close of business on the Initial Date of Deposit, we may
adjust the number of Units of the Trust so that the Public Offering
Price per Unit will equal approximately $10.00. If we make such an
adjustment, the fractional undivided interest per Unit will vary from
the amounts indicated above.
(2) The Public Offering Price shown above reflects the value of the
Securities on the business day prior to the Initial Date of Deposit. No
investor will purchase Units at this price. The price you pay for your
Units will be based on their valuation at the Evaluation Time on the
date you purchase your Units. On the Initial Date of Deposit, the Public
Offering Price per Unit will not include any accumulated dividends on
the Securities. After this date, a pro rata share of any accumulated
dividends on the Securities will be included.
(3) You will pay a maximum sales charge of 0.65% of the Public Offering
Price per Unit (equivalent to 0.65% of the net amount invested) which
consists of an initial sales charge and a creation and development fee.
The sales charges are described in the "Fee Table."
(4) Each listed Security is valued at its last closing sale price. If a
Security is not listed, or if no closing sale price exists, it is valued
at its closing ask price on such date. Evaluations for purposes of
determining the purchase, sale or redemption price of Units are made as
of the close of trading on the New York Stock Exchange ("NYSE")
(generally 4:00 p.m. Eastern time) on each day on which it is open (the
"Evaluation Time").
(5) The creation and development fee and estimated organization costs per
Unit will be deducted from the assets of the Trust at the end of the
initial offering period. If Units are redeemed prior to the close of the
initial offering period, these fees will not be deducted from the
redemption proceeds. See "Redeeming Your Units."
(6) We base our estimate of the dividends the Trust will receive from the
Securities by annualizing the most recent dividends declared by the
issuers of the Securities. There is no guarantee that the issuers of the
Securities will declare dividends in the future or that if declared they
will either remain at current levels or increase over time. Due to this,
and various other factors, actual dividends received from the Securities
may be less than their most recent annualized dividends. In this case,
the actual net annual distribution you receive will be less than the
estimated amount set forth above. The actual net annual distribution per
Unit you receive will also vary from that set forth above with changes
in the Trust's fees and expenses and with the sale of Securities. See
"Fee Table" and "Expenses and Charges." The Trustee will distribute
money from the Income and Capital Accounts, as determined at the monthly
Record Date, monthly on the last day of each month to Unit holders of
record on the fifteenth day of such month provided the aggregate amount,
exclusive of sale proceeds, in the Income and Capital Accounts available
for distribution equals at least 0.1% of the net asset value of the
Trust. Undistributed money in the Income and Capital Accounts will be
distributed in the next month in which the aggregate amount available
for distribution, exclusive of sale proceeds, equals or exceeds 0.1% of
the net asset value of the Trust. Distributions of sale proceeds from
the Capital Account will be made monthly on the last day of the month to
Unit holders of record on the fifteenth day of such month if the amount
available for distribution equals at least $1.00 per 100 Units. See
"Income and Capital Distributions." At the rollover date for Rollover
Unit holders or upon termination of the Trust for Remaining Unit
holders, amounts in the Income Account (which consist of dividends on
the Securities) will be included in amounts distributed to Unit holders.
(7) See "Amending or Terminating the Indenture."
(8) See "Investing in a New Trust."
</FN>
Page 3
Fee Table
This Fee Table describes the fees and expenses that you may, directly or
indirectly, pay if you buy and hold Units of the Trust. See "Public
Offering" and "Expenses and Charges." Although the Trust has a term of
approximately 15 months and is a unit investment trust rather than a
mutual fund, this information allows you to compare fees.
Amount
per Unit
_____
Unit Holder Sales Fees
Maximum Sales Charge
Initial sales charge 0.15%(a) $.015
Deferred sales charge 0.00%(a) $.000
Creation and development fee 0.50%(a) $.050
_______ _______
Maximum Sales Charge (including creation and development fee) 0.65% $.065
======= =======
Organization Costs (as a percentage of public offering price)
Estimated organization costs .290%(b) $.0290
======= =======
Estimated Annual Trust Operating Expenses(c)
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative and evaluation fees % $
Trustee's fee and other operating expenses %(d) $
======= =======
Total % $
======= =======
Example
This example is intended to help you compare the cost of investing in
the Trust with the cost of investing in other investment products. The
example assumes that you invest $10,000 in the Trust, the principal
amount and distributions are rolled every 15 months into a New Trust,
you are subject to a reduced transactional sales charge, and you sell
your Units at the end of the periods shown. The example also assumes a
5% return on your investment each year and that the Trust's operating
expenses stay the same. The example does not take into consideration
transaction fees which may be charged by certain broker/dealers for
processing redemption requests. Although your actual costs may vary,
based on these assumptions your costs, assuming you held your Units for
the periods shown, would be:
1 Year 3 Years 5 Years 10 Years
______ _______ _______ ________
$ $ $ $
_____________
<FN>
(a) The maximum sales charge consists of an initial sales charge and the
creation and development fee. There is no deferred sales charge. The
initial sales charge is collected at the time of purchase and is equal
to the difference between the maximum sales charge of 0.65% of the
Public Offering Price per Unit and the sum of any remaining creation and
development fee. The creation and development fee compensates the
Sponsor for creating and developing the Trust. The creation and
development fee is a charge of $.050 per Unit collected at the end of
the initial offering period which is expected to be approximately three
months from the Initial Date of Deposit. If the price you pay for your
Units exceeds $10 per Unit, the creation and development fee will be
less than 0.50%; if the price you pay for your Units is less than $10
per Unit, the creation and development fee will exceed 0.50%.
(b) Estimated organization costs will be deducted from the assets of the
Trust at the end of the initial offering period.
(c) Each of the fees listed herein is assessed on a fixed dollar amount
per Unit basis which, as a percentage of average net assets, will vary
over time.
(d) Other operating expenses for the Trust include estimated per Unit
costs associated with a license fee as described in "Expenses and
Charges," but do not include brokerage costs and other portfolio
transaction fees. In certain circumstances the Trust may incur
additional expenses not set forth above. See "Expenses and Charges."
</FN>
Page 4
Report of Independent
Registered Public Accounting Firm
Page 5
Statement of Net Assets
Georgetown Capital Appreciation(TM) Portfolio, July 2007 Series
FT 1473
At the Opening of Business on the
Initial Date of Deposit-July __, 2007
NET ASSETS
Investment in Securities represented by purchase contracts (1) (2) $
Less liability for reimbursement to Sponsor for organization costs (3) ( )
Less liability for creation and development fee (4) ( )
_________
Net assets $
=========
Units outstanding
Net asset value per Unit (5) $9.906
ANALYSIS OF NET ASSETS
Cost to investors (6) $
Less maximum sales charge (6) ( )
Less estimated reimbursement to Sponsor for organization costs (3) ( )
_________
Net assets $
=========
______________
<FN>
NOTES TO STATEMENT OF NET ASSETS
The Sponsor is responsible for the preparation of financial statements
in accordance with accounting principles generally accepted in the
United States which require the Sponsor to make estimates and
assumptions that affect amounts reported herein. Actual results could
differ from those estimates.
(1) The Trust invests in a diversified portfolio of common stocks.
Aggregate cost of the Securities listed under "Schedule of Investments"
for the Trust is based on their aggregate underlying value. The Trust
has a Mandatory Termination Date of October 6, 2008.
(2) An irrevocable letter of credit issued by The Bank of New York, of
which approximately $ will be allocated to the Trust, has been
deposited with the Trustee as collateral, covering the monies necessary
for the purchase of the Securities according to their purchase contracts.
(3) A portion of the Public Offering Price consists of an amount
sufficient to reimburse the Sponsor for all or a portion of the costs of
establishing the Trust. These costs have been estimated at $.0290 per
Unit. A payment will be made at the end of the initial offering period
to an account maintained by the Trustee from which the obligation of the
investors to the Sponsor will be satisfied. To the extent that actual
organization costs of the Trust are greater than the estimated amount,
only the estimated organization costs added to the Public Offering Price
will be reimbursed to the Sponsor and deducted from the assets of the
Trust.
(4) The creation and development fee ($.050 per Unit) is payable by the
Trust on behalf of Unit holders out of assets of the Trust at the end of
the initial offering period. If Units are redeemed prior to the close of
the initial offering period, the fee will not be deducted from the
proceeds.
(5) Net asset value per Unit is calculated by dividing the Trust's net
assets by the number of Units outstanding. This figure includes
organization costs and the creation and development fee, which will only
be assessed to Units outstanding at the close of the initial offering
period.
(6) The aggregate cost to investors in the Trust includes a maximum
sales charge (comprised of an initial sales charge and the creation and
development fee) computed at the rate of 0.65% of the Public Offering
Price (equivalent to 0.65% of the net amount invested, exclusive of the
creation and development fee).
</FN>
Page 6
Schedule of Investments
Georgetown Capital Appreciation(TM) Portfolio, July 2007 Series
FT 1473
At the Opening of Business on the Initial Date of Deposit-July __, 2007
Percentage
of Aggregate Number Market Cost of
Ticker Symbol and Offering of Value per Securities to
Name of Issuer of Securities (1)(3)(4) Price Shares Share the Trust (2)
_______________________________ _________ ______ _______ _________
S&P Target SMid 60 Strategy Stocks (xx.xx%):
% $ $
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
Page 7
Schedule of Investments (cont'd.)
Georgetown Capital Appreciation Portfolio, July 2007 Series(TM)
FT 1473
At the Opening of Business on the
Initial Date of Deposit-July __, 2007
Percentage
of Aggregate Number Market Cost of
Ticker Symbol and Offering of Value per Securities to
Name of Issuer of Securities (1)(3)(4) Price Shares Share the Trust (2)
_______________________________ _________ ______ _______ _________
S&P Target SMid60 Strategy Stocks (cont'd):
% $ $
%
%
%
%
%
%
%
%
%
%
%
Target Growth Strategy Stocks (xx.xx%):
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
Page 8
Schedule of Investments (cont'd.)
Georgetown Capital Appreciation Portfolio, July 2007 Series(TM)
FT 1473
At the Opening of Business on the
Initial Date of Deposit-July __, 2007
Percentage
of Aggregate Number Market Cost of
Ticker Symbol and Offering of Value per Securities to
Name of Issuer of Securities (1)(3)(4) Price Shares Share the Trust (2)
_______________________________ _________ ______ _______ _________
The Dow(R) Target Dividend Strategy Stocks (xx.xx%):
% $ $
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
NYSE(R) International Target 25 Strategy Stocks (xx.xx%) +:
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
Page 9
Schedule of Investments (cont'd.)
Georgetown Capital Appreciation Portfolio, July 2007 Series(TM)
FT 1473
At the Opening of Business on the
Initial Date of Deposit-July __, 2007
Percentage
of Aggregate Number Market Cost of
Ticker Symbol and Offering of Value per Securities to
Name of Issuer of Securities (1)(3)(4) Price Shares Share the Trust (2)
_______________________________ _________ ______ _______ _________
Value Line(R) Diversified Target 40 Strategy Stocks (xx.xx%):
% $ $
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
_______ ________
Total Investments 100.00% $
======= ========
_____________
<FN>
See "Notes to Schedule of Investments" on page 11.
Page 10
NOTES TO SCHEDULE OF INVESTMENTS
(1) All Securities are represented by regular way contracts to purchase
such Securities which are backed by an irrevocable letter of credit
deposited with the Trustee. The Sponsor entered into purchase contracts
for the Securities on July __, 2007. Such purchase contracts are
expected to settle within three business days.
(2) The cost of the Securities to the Trust represents the aggregate
underlying value with respect to the Securities acquired (generally
determined by the closing sale prices of the listed Securities and the
ask prices of over-the-counter traded Securities at the Evaluation Time
on the business day prior to the Initial Date of Deposit). The valuation
of the Securities has been determined by the Evaluator, an affiliate of
the Sponsor. The cost of the Securities to the Sponsor and the Sponsor's
profit or loss (which is the difference between the cost of the
Securities to the Sponsor and the cost of the Securities to the Trust)
are $______ and $____, respectively.
(3) Common stocks of companies headquartered or incorporated outside the
United States comprise approximately ____% of the investments of the
Trust.
(4) Securities of companies in the following sectors comprise the
percentage of the investments of the Trust as indicated:
Consumer-Discretionary, ____%; Consumer-Staples, ____%; Energy, ____%;
Financial Services, ____%; Health Care, ____%; Industrials, ____%;
Information Technology, ____%; Materials, ____%; Telecommunication
Services, ____% and Utilities ____%.
+ Each Security represents the common stock of a foreign company which
trades directly or through an American Depositary Receipt (ADR) on a
U.S. national securities exchange.
* This Security has not paid a cash dividend during the 12 months prior
to the Initial Date of Deposit.
</FN>
Page 11
The FT Series
The FT Series Defined.
We, First Trust Portfolios L.P. (the "Sponsor"), have created hundreds
of similar yet separate series of a unit investment trust which we have
named the FT Series. The series to which this prospectus relates, FT
1473, consists of a single portfolio known as Georgetown Capital
Appreciation(TM) Portfolio, July 2007 Series.
The Trust was created under the laws of the State of New York by a Trust
Agreement (the "Indenture") dated the Initial Date of Deposit. This
agreement, entered into among First Trust Portfolios L.P., as Sponsor,
The Bank of New York as Trustee and First Trust Advisors L.P. as
Portfolio Supervisor and Evaluator, governs the operation of the Trust.
YOU MAY GET MORE SPECIFIC DETAILS CONCERNING THE NATURE, STRUCTURE AND
RISKS OF THIS PRODUCT IN AN "INFORMATION SUPPLEMENT" BY CALLING THE
SPONSOR AT 1-800-621-1675, EXT. 1.
How We Created the Trust.
On the Initial Date of Deposit, we deposited a portfolio of common
stocks with the Trustee and in turn, the Trustee delivered documents to
us representing our ownership of the Trust in the form of units ("Units").
After the Initial Date of Deposit, we may deposit additional Securities
in the Trust, or cash (including a letter of credit or the equivalent)
with instructions to buy more Securities, to create new Units for sale.
If we create additional Units, we will attempt, to the extent
practicable, to maintain the percentage relationship established among
the Securities on the Initial Date of Deposit (as set forth in "Schedule
of Investments"), adjusted to reflect the sale, redemption or
liquidation of any of the Securities or any stock split or a merger or
other similar event affecting the issuer of the Securities.
Since the prices of the Securities will fluctuate daily, the ratio of
Securities in the Trust, on a market value basis, will also change
daily. The portion of Securities represented by each Unit will not
change as a result of the deposit of additional Securities or cash in
the Trust. If we deposit cash, you and new investors may experience a
dilution of your investment. This is because prices of Securities will
fluctuate between the time of the cash deposit and the purchase of the
Securities, and because the Trust pays the associated brokerage fees. To
reduce this dilution, the Trust will try to buy the Securities as close
to the Evaluation Time and as close to the evaluation price as possible.
In addition, because the Trust pays the brokerage fees associated with
the creation of new Units and with the sale of Securities to meet
redemption and exchange requests, frequent redemption and exchange
activity will likely result in higher brokerage expenses.
An affiliate of the Trustee may receive these brokerage fees or the
Trustee may retain and pay us (or our affiliate) to act as agent for the
Trust to buy Securities. If we or an affiliate of ours act as agent to
the Trust we will be subject to the restrictions under the Investment
Company Act of 1940, as amended.
We cannot guarantee that the Trust will keep its present size and
composition for any length of time. Securities may periodically be sold
under certain circumstances, and the proceeds from these sales will be
used to meet Trust obligations or distributed to Unit holders, but will
not be reinvested. However, Securities will not be sold to take
advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation, or if they no longer meet the criteria by
which they were selected. You will not be able to dispose of or vote any
of the Securities in the Trust. As the holder of the Securities, the
Trustee will vote all of the Securities and will do so based on our
instructions.
Neither we nor the Trustee will be liable for a failure in any of the
Securities. However, if a contract for the purchase of any of the
Securities initially deposited in the Trust fails, unless we can
purchase substitute Securities ("Replacement Securities") we will refund
to you that portion of the purchase price and transactional sales charge
resulting from the failed contract on the next Distribution Date. Any
Replacement Security the Trust acquires will be identical to those from
the failed contract.
Portfolio
Objective.
The objective of the Trust is to provide the potential for an above-
average capital appreciation. To achieve this objective, the Trust will
invest in the common stocks of companies which are selected by applying
five uniquely specialized strategies. While each of these strategies
also seeks to provide an above-average total return, each follows a
different investment strategy. The Trust seeks to outperform the
Standard & Poor's 500 Composite Stock Price Index (the "S&P 500 Index").
We cannot guarantee that the Trust will achieve its objective or that
the Trust will make money once expenses are deducted.
Page 12
Finding the right mix of investments is a key factor to successful
investing. Because different investments often react differently to
economic and market changes, diversifying among low-correlated
investments helps to reduce volatility and also has the potential to
enhance your returns. The Georgetown Capital Appreciation(TM)
Portfolio, July 2007 Series has been developed for this purpose.
The composition of the Trust on the Initial Date of Deposit is as follows:
- - Approximately 25% common stocks which comprise the S&P Target SMid60
Strategy;
- - Approximately 25% common stocks which comprise the Target Growth
Strategy, formerly known as Target Large-Cap Strategy;
- - Approximately 20% common stocks which comprise The Dow (R) Target
Dividend Strategy;
- - Approximately 15% common stocks which comprise the NYSE(R)
International Target 25 Strategy;
- - Approximately 15% common stocks which comprise the Value Line(R)
Diversified Target 40 Strategy.
Portfolio Strategies.
S&P Target SMid 60 Strategy.
This small and mid-capitalization strategy is designed to identify
stocks with improving fundamental performance and sentiment. The
strategy focuses on small and mid-size companies because we believe they
are more likely to be in an earlier stage of their economic life cycle
than mature large-cap companies. In addition, the ability to take
advantage of share price discrepancies is likely to be greater with
smaller stocks than with more widely followed large-cap stocks. The S&P
Target SMid 60 Strategy stocks are determined as follows:
Step 1: We begin with the stocks that comprise the Standard & Poor's
MidCap 400 Index ("S&P MidCap 400") and the Standard & Poor's SmallCap
600 Index ("S&P SmallCap 600") as of seven business days prior to the
date of this prospectus.
Step 2: We rank the stocks in each index by price to book value and
select the best quartile from each index-100 stocks from the S&P MidCap
400 and 150 stocks from the S&P SmallCap 600 with the lowest, but
positive, price to book ratio.
Step 3: We rank each remaining stock on three factors:
- - Price to cash flow;
- - 12-month change in return on assets;
- - 3-month price appreciation.
Step 4: We eliminate any stock with a market capitalization of less than
$250 million and with average daily trading volume of less than $250,000.
Step 5: The 30 stocks from each index with the highest combined ranking
on the three factors set forth in Step 3 are selected for the portfolio.
Step 6: The stocks selected from the S&P MidCap 400 are given
approximately twice the weight of the stocks selected from the S&P
SmallCap 600.
Target Growth Strategy.
The Target Growth Strategy, formerly known as Target Large-Cap Strategy,
invests in stocks with large market capitalizations which have recently
exhibited certain positive financial attributes. The Target Growth
Strategy stocks are determined as follows:
Step 1:We begin with all stocks traded on a U.S. exchange as of seven
business days prior to the date of this prospectus and screen for the
following:
- - Minimum market capitalization of $6 billion;
- - Minimum three month average daily trading volume of $5 million; and
- - Minimum stock price of $5.
Step 2:We eliminate REITs, American Depositary Receipts, Registered
Investment Companies and Limited Partnerships.
Step 3:We select only those stocks with positive one year sales growth.
Step 4:We rank the remaining stocks on three factors:
- - Sustainable growth rate;
- - Change in return on assets; and
- - Recent price appreciation.
Step 5:We purchase an approximately equally-weighted portfolio of the 30
stocks with the highest combined ranking on the three factors, subject
to a maximum of six stocks from any one of the ten major market sectors.
The Dow(R) Target Dividend Strategy.
The Dow (R) Target Dividend Strategy selects a portfolio of the 20
stocks from the Dow Jones Select Dividend Index(sm) with the best
overall ranking on both the change in return on assets over the last 12
months and price-to-book as a means to achieving its investment objective.
The Dow (R) Target Dividend Strategy stocks are determined as follows:
Step 1: We rank all 100 stocks contained in the Dow Jones Select
Dividend Index(sm) as of seven business days prior to the date of this
prospectus (best [1] to worst [100]) by:
Page 13
- - Greatest change in return on assets over the last 12 months. An
increase in return on assets generally indicates improving business
fundamentals.
- - Price-to-book. A lower, but positive, price-to-book ratio is generally
used as an indication of value.
Step 2: We then select an approximately equally-weighted portfolio of
the 20 stocks with the best overall ranking on the two factors for The
Dow (R) Target Dividend Strategy.
Companies which, as of the selection date, Dow Jones has announced will
be removed from the Dow Jones Select Dividend Index(sm), have been
removed from the universe of securities from which The Dow (R) Target
Dividend Strategy stocks are selected.
NYSE (R) International Target 25 Strategy.
Incorporating international investments into an overall portfolio can
offer benefits such as diversification, reduced volatility and the
potential for enhanced performance. The NYSE (R) International Target 25
Portfolio provides investors with a way to strategically invest in
foreign companies. The NYSE (R) International Target 25 Strategy stocks
are determined as follows:
Step 1:We begin with the stocks that comprise the NYSE International 100
Index(sm) as of seven business days prior to the date of this
prospectus. The Index consists of the 100 largest non-U.S. stocks
trading on the New York Stock Exchange.
Step 2:We screen for liquidity by eliminating companies with average
daily trading volume below $300,000 for the prior three months.
Step 3:We rank each remaining stock on two factors:
Factor 1: Price to book
Factor 2: Price to cash flow
Lower, but positive, price to book and price to cash flow ratios are
generally used as an indication of value.
Step 4:We purchase an approximately equally-weighted portfolio of the 25
stocks with the best overall ranking on the two factors.
Value Line(R) Diversified Target 40 Strategy.
The Value Line(R) Diversified Target 40 Strategy invests in 40 of the
400 stocks that Value Line(R) gives a #1 or #2 ranking for
Timeliness(TM) which have recently exhibited certain positive financial
attributes. Value Line(R) ranks 1,700 stocks 400 of which are given
their #1 or #2 ranking for Timeliness(TM). Value Line(R) bases their
rankings on various factors, including long-term trend of earnings,
prices, recent earnings, price momentum and earnings surprises. The
Value Line(R) Diversified Target 40 Strategy stocks are determined as
follows:
Step 1:We start with the 400 stocks which Value Line(R) as of six
business days prior to the date of this prospectus gives their #1 or #2
ranking for Timeliness(TM), remove the stocks of foreign companies and
the stocks of companies with market capitalizations of less than $2
billion, and apply the following rankings as of seven business days
prior to the date of this prospectus.
Step 2:We rank these remaining stocks for sustainable growth rate.
Step 3:We then rank the stocks for their price to sales ratios.
Step 4:Finally, we rank the stocks for value based on their price to
cash flow.
Step 5:We add up the numerical ranks achieved by each company in the
above steps and select an approximately equally weighted portfolio of
the 40 stocks with the highest combined ranking on the three factors,
subject to a maximum of eight stocks from any one of the ten major
market sectors. For purposes of selecting stocks and weighting the
market sectors, consumer-discretionary and consumer-staples are
considered separate sectors.
Please note that we applied the strategies which make up the Trust's
portfolio at a particular time. If we create additional Units of the
Trust after the Initial Date of Deposit we will deposit the Securities
originally selected by applying the strategy at such time. This is true
even if a later application of a strategy would have resulted in the
selection of different securities. In addition, companies which, based
on publicly available information as of seven business days prior to the
date of this prospectus, are the subject of an announced business
combination which we expect will happen within six months of the date of
this prospectus have been excluded from the universe of securities from
which the Trust's Securities are selected.
From time to time in the prospectus or in marketing materials we may
identify a portfolio's style and capitalization characteristics to
describe a trust. These characteristics are designed to help you better
understand how the Trust fits into your overall investment plan. These
characteristics are determined by the Sponsor as of the Initial Date of
Deposit and, due to changes in the value of the Securities, may vary
thereafter. In addition, from time to time, analysts and research
professionals may apply different criteria to determine a Security's
Page 14
style and capitalization characteristics, which may result in
designations which differ from those arrived at by the Sponsor. In
general, growth stocks are those with high relative price-to-book ratios
while value stocks are those with low relative price-to-book ratios. At
least 65% of the stocks in a trust on the trust's initial date of
deposit must fall into either the growth or value category for a trust
itself to receive the designation. Trusts that do not meet this criteria
are designated as blend trusts. Both the weighted average market
capitalization of a trust and at least half of the Securities in a trust
must fall into the following ranges to determine its market
capitalization designation: Small-Cap-less than $2.5 billion; Mid-Cap-
$2.5 billion to $10 billion; Large-Cap-over $10 billion. Trusts,
however, may contain individual stocks that do not fall into its stated
style or market capitalization designation.
Of course, as with any similar investments, there can be no assurance
that the objective of the Trust will be achieved. See "Risk Factors" for
a discussion of the risks of investing in the Trust.
"Dow Jones Industrial Average(sm) ," "Dow(sm)," "Dow Jones Select
Dividend Index(sm)" and "DJIA(sm)" are service marks of Dow Jones &
Company, Inc. ("Dow Jones") and have been licensed for use for certain
purposes by First Trust Advisors L.P., an affiliate of ours. Dow Jones
does not endorse, sell or promote the Trust, in particular The Dow (R)
Target Dividend Strategy. Dow Jones makes no representation regarding
the advisability of investing in such products. Except as noted herein,
Dow Jones has not given us a license to use its index.
"NYSE" is a registered service mark of, and "NYSE International 100
Index(sm)" is a service mark of, the New York Stock Exchange, Inc.
("NYSE") and have been licensed for use for certain purposes by First
Trust Portfolios, L.P. The "NYSE International Target 25 Strategy,"
based on the NYSE International 100 Index(sm) (the "Index"), is not
sponsored, endorsed, sold or promoted by NYSE, and NYSE makes no
representation regarding the advisability of investing in such products.
"S&P(R)," "S&P 500(R)," "S&P MidCap 400," "S&P SmallCap 600" and
"Standard & Poor's(R)" are trademarks of The McGraw-Hill Companies, Inc.
and have been licensed for use by us. The Trust, which incorporates the
S&P Target SMid 60 Strategy, is not sponsored, endorsed, sold or
promoted by Standard & Poor's and Standard & Poor's makes no
representation regarding the advisability of investing in such Strategy.
Please see the Information Supplement which sets forth certain
additional disclaimers and limitations of liabilities on behalf of
Standard & Poor's.
"Value Line(R)," "The Value Line Investment Survey," and "Value Line
Timeliness(TM) Ranking System" are registered trademarks of Value Line
Securities, Inc. or Value Line Publishing, Inc. that have been licensed
to First Trust Portfolios L.P. and/or First Trust Advisors, L.P. The
Trust, which incorporates the Value Line(R) Diversified Target 40
Strategy, is not sponsored, recommended, sold or promoted by Value Line
Publishing, Inc., Value Line, Inc. or Value Line Securities, Inc.
("Value Line"). Value Line makes no representation regarding the
advisability of investing in the Trust.
Dow Jones, Standard & Poor's and Value Line are not affiliated with us
and have not participated in creating the Trust or selecting the
Securities for the Trust. Except as noted herein, none of the index
publishers have approved of any of the information in this prospectus.
Risk Factors
Price Volatility. The Trust invests in common stocks. The value of the
Trust's Units will fluctuate with changes in the value of these common
stocks. Common stock prices fluctuate for several reasons including
changes in investors' perceptions of the financial condition of an
issuer or the general condition of the relevant stock market, such as
the current market volatility, or when political or economic events
affecting the issuers occur. In addition, common stock prices may be
particularly sensitive to rising interest rates, as the cost of capital
rises and borrowing costs increase.
Because the Trust is not managed, the Trustee will not sell stocks in
response to or in anticipation of market fluctuations, as is common in
managed investments. As with any investment, we cannot guarantee that
the performance of the Trust will be positive over any period of time,
especially the relatively short 15-month life of the Trust, or that you
won't lose money. Units of the Trust are not deposits of any bank and
are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
Certain of the Strategies underlying the Trust use dividend yield as a
selection criterion and thus employ a contrarian strategy in which the
Securities selected share qualities that have caused them to have lower
share prices or higher dividend yields than other common stocks in their
peer group. There is no assurance that negative factors affecting the
share price or dividend yield of these Securities will be overcome over
the life of the Trust or that these Securities will increase in value.
Page 15
Small-Cap Companies. Certain of the Securities in the Trust are issued
by companies with market capitalizations of less than $2.5 billion.
Smaller companies present some unique investment risks. Small-caps may
have limited product lines, as well as shorter operating histories, less
experienced management and more limited financial resources than larger
companies. Stocks of smaller companies may be less liquid than those of
larger companies and may experience greater price fluctuations than
larger companies. In addition, small-cap stocks may not be widely
followed by the investment community, which may result in low demand.
Dividends. There is no guarantee that the issuers of the Securities will
declare dividends in the future or that if declared they will either
remain at current levels or increase over time.
Strategy. Please note that we applied the Strategies which make up the
Trust's portfolio at a particular time. If we create additional Units of
the Trust after the Initial Date of Deposit we will deposit the
Securities originally selected by applying the strategy at such time.
This is true even if a later application of a strategy would have
resulted in the selection of different securities. There is no guarantee
the strategy or the investment objective of the Trust will be achieved.
The actual performance of the Trust will be different than the
hypothetical returns of the comparative index of the Trust. Because the
Trust is unmanaged and follows a strategy, the Trustee will not buy or
sell Securities in the event a strategy is not achieving the desired
results.
Real Estate Investment Trusts ("REITs"). One of the Securities in the
Trust is issued by a REIT. REITs are financial vehicles that pool
investors' capital to purchase or finance real estate. REITs may
concentrate their investments in specific geographic areas or in
specific property types, i.e., hotels, shopping malls, residential
complexes and office buildings. The value of the REITs and the ability
of the REITs to distribute income may be adversely affected by several
factors, including rising interest rates, changes in the national, state
and local economic climate and real estate conditions, perceptions of
prospective tenants of the safety, convenience and attractiveness of the
properties, the ability of the owner to provide adequate management,
maintenance and insurance, the cost of complying with the Americans with
Disabilities Act, increased competition from new properties, the impact
of present or future environmental legislation and compliance with
environmental laws, changes in real estate taxes and other operating
expenses, adverse changes in governmental rules and fiscal policies,
adverse changes in zoning laws, and other factors beyond the control of
the issuers of the REITs.
Legislation/Litigation. From time to time, various legislative
initiatives are proposed in the United States and abroad which may have
a negative impact on certain of the companies represented in the Trust.
In addition, litigation regarding any of the issuers of the Securities,
or of the industries represented by these issuers, may negatively impact
the share prices of these Securities. We cannot predict what impact any
pending or threatened litigation will have on the share prices of the
Securities.
Foreign Stocks. Certain of the Securities in the Trust are issued by
foreign companies, which makes the Trust subject to more risks than if
it invested solely in domestic common stocks. These Securities are
either directly listed on a U.S. securities exchange or are in the form
of American Depositary Receipts ("ADRs") which are listed on a U.S.
securities exchange. Risks of foreign common stocks include higher
brokerage costs; different accounting standards; expropriation,
nationalization or other adverse political or economic developments;
currency devaluations, blockages or transfer restrictions; restrictions
on foreign investments and exchange of securities; inadequate financial
information; lack of liquidity of certain foreign markets; and less
government supervision and regulation of exchanges, brokers, and issuers
in foreign countries.
Hypothetical Performance Information
The following table compares the hypothetical performance information
for the specified combination of the six strategies which comprise the
Trust in their respective proportions ("Georgetown Capital Appreciation
Strategy") and the actual performance of the S&P 500 Index, in each of
the full years listed below (and as of the most recent month).
These hypothetical returns should not be used to predict future
performance of the Trust. Returns from the Trust will differ from its
strategy for several reasons, including the following:
- - Total Return figures shown do not reflect commissions paid by the
Trust on the purchase of Securities or taxes incurred by you.
- - Strategy returns are for calendar years (and through the most recent
month), while the Trust begins and ends on various dates.
- - The Trust has a maturity longer than one year.
- - The Trust may not be fully invested at all times or equally weighted
in each of the strategies or the stocks comprising their respective
strategy or strategies.
- - Securities are often purchased or sold at prices different from the
Page 16
closing prices used in buying and selling Units.
- - Currency exchange rates may differ.
You should note that the Trust is not designed to parallel movements in
any index, and it is not expected that it will do so. In fact, the
Trust's strategy underperformed its comparative index in certain years
and we cannot guarantee that the Trust will outperform the comparative
index over the life of the Trust or over consecutive rollover periods,
if available. The performance information for the S&P 500 Index has been
included for comparative purposes only. The S&P 500 Index, which
consists of 500 large-cap stocks chosen by Standard and Poor's to be
representative of the leaders of various industries, does not represent
all of the market sectors (such as domestic small-cap and foreign
stocks) in which the Trust invests.
COMPARISON OF TOTAL RETURN(2)
(Strategy figures reflect the deduction of sales
charges and expenses but not brokerage commissions or taxes.)
Hypothetical Strategy Index
Total Returns(1) Total Returns
Georgetown
Capital Appreciation S&P 500
Year Strategy Index
____ ______________ ___________
1996 22.46% 22.94%
1997 40.08% 33.35%
1998 16.89% 28.58%
1999 34.23% 21.04%
2000 13.89% -9.10%
2001 14.50% -11.88%
2002 -7.50% -22.09%
2003 37.94% 28.67%
2004 23.71% 10.87%
2005 12.07% 4.91%
2006 20.69% 15.78%
2007 11.77% 8.76%
(thru 5/31)
____________
(1) The Strategy stocks for a given year consist of the common stocks
selected by applying the Georgetown Capital Appreciation Strategy as of
the beginning of the period (and not the date the Trust actually sells
Units).
(2) Total Return represents the sum of the change in market value of
each group of stocks between the first and last trading day of a period
plus the total dividends paid on each group of stocks during such period
divided by the opening market value of each group of stocks as of the
first trading day of a period. Total Return figures assume that all
dividends are reinvested monthly. Strategy figures reflect the deduction
of sales charges and expenses but have not been reduced by estimated
brokerage commissions paid by the Trust in acquiring Securities or any
taxes incurred by investors. Based on the year-by-year returns contained
in the table, over the full years listed above, the Georgetown Capital
Appreciation Strategy achieved an average annual total return of 20.09%.
In addition, over the full years listed above, the Georgetown Capital
Appreciation Strategy achieved a greater average annual total return
than the S&P 500 Index, which was 9.66%.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.
Public Offering
The Public Offering Price.
You may buy Units at the Public Offering Price, the price per Unit of
which is comprised of the following:
- - The aggregate underlying value of the Securities;
- - The amount of any cash in the Income and Capital Accounts;
- - Dividends receivable on Securities; and
- - The maximum sales charge (which combines an initial upfront sales
charge and the creation and development fee).
The price you pay for your Units will differ from the amount stated
under "Summary of Essential Information" due to various factors,
including fluctuations in the prices of the Securities and changes in
the value of the Income and/or Capital Accounts.
Although you are not required to pay for your Units until three business
days following your order (the "date of settlement"), you may pay before
then. You will become the owner of Units ("Record Owner") on the date of
settlement if payment has been received. If you pay for your Units
before the date of settlement, we may use your payment during this time
and it may be considered a benefit to us, subject to the limitations of
the Securities Exchange Act of 1934.
Organization Costs. Securities purchased with the portion of the Public
Offering Price intended to be used to reimburse the Sponsor for the
Trust's organization costs (including costs of preparing the
registration statement, the Indenture and other closing documents,
registering Units with the Securities and Exchange Commission ("SEC")
and states, the initial audit of the Trust's statement of net assets,
legal fees and the initial fees and expenses of the Trustee) will be
purchased in the same proportionate relationship as all the Securities
contained in the Trust. Securities will be sold to reimburse the Sponsor
for the Trust's organization costs at the end of the initial offering
period (a significantly shorter time period than the life of the Trust).
During the initial offering period, there may be a decrease in the value
of the Securities. To the extent the proceeds from the sale of these
Securities are insufficient to repay the Sponsor for Trust organization
costs, the Trustee will sell additional Securities to allow the Trust to
fully reimburse the Sponsor. In that event, the net asset value per Unit
of the Trust will be reduced by the amount of additional Securities
Page 17
sold. Although the dollar amount of the reimbursement due to the Sponsor
will remain fixed and will never exceed the per Unit amount set forth
for the Trust in "Notes to Statement of Net Assets," this will result in
a greater effective cost per Unit to Unit holders for the reimbursement
to the Sponsor. To the extent actual organization costs are less than
the estimated amount, only the actual organization costs will ultimately
be charged to the Trust. When Securities are sold to reimburse the
Sponsor for organization costs, the Trustee will sell Securities, to the
extent practicable, which will maintain the same proportionate
relationship among the Securities contained in the Trust as existed
prior to such sale.
Minimum Purchase.
The minimum amount you can purchase of the Trust is $1,000 worth of
Units ($500 if you are purchasing Units for your Individual Retirement
Account or any other qualified retirement plan).
Maximum Sales Charge.
The maximum sales charge is comprised of an initial sales charge and a
creation and development fee.
Initial Sales Charge. The initial sales charge, which you will pay at
the time of purchase, is equal to the difference between the maximum
sales charge of 0.65% of the Public Offering Price and the sum of the
remaining creation and development fee (initially $.050 per Unit). This
initial sales charge is initially equal to approximately 0.15% of the
Public Offering Price of a Unit, but will vary from 0.15% depending on
the purchase price of your Units and as the creation and development fee
payment is made. When the Public Offering Price per Unit exceeds $10.00,
the initial sales charge will exceed 0.15% of the Public Offering Price.
Creation and Development Fee.
As Sponsor, we will also receive, and the Unit holders will pay, a
creation and development fee. See "Expenses and Charges" for a
description of the services provided for this fee. The creation and
development fee is a charge of $.050 per Unit collected at the end of
the initial offering period. If you buy Units at a price of less than
$10.00 per Unit, the dollar amount of the creation and development fee
will not change, but the creation and development fee on a percentage
basis will be more than 0.50% of the Public Offering Price.
Units of the Trust may only be purchased by investors purchasing Units
through registered broker/dealers who charge periodic fees in lieu of
commissions or who charge for financial planning, investment advisory or
asset management services or provide these or comparable services as
part of an investment account where a comprehensive "wrap fee" or
similar charge is imposed ("Fee Accounts"). Certain Fee Accounts Unit
holders may be assessed transaction or other account fees on the
purchase and/or redemption of such Units by their broker/dealer or other
processing organizations for providing certain transaction or account
activities. Fee Accounts Units are not available for purchase in the
secondary market. We reserve the right to limit or deny purchases of Fee
Accounts Units by investors whose frequent trading activity we determine
to be detrimental to the Trust.
The Value of the Securities.
The Evaluator will determine the aggregate underlying value of the
Securities in the Trust as of the Evaluation Time on each business day
and will adjust the Public Offering Price of the Units according to this
valuation. This Public Offering Price will be effective for all orders
received before the Evaluation Time on each such day. If we or the
Trustee receive orders for purchases, sales or redemptions after that
time, or on a day which is not a business day, they will be held until
the next determination of price. The term "business day" as used in this
prospectus will exclude Saturdays, Sundays and certain national holidays
on which the NYSE is closed.
The aggregate underlying value of the Securities in the Trust will be
determined as follows: if the Securities are listed on a securities
exchange or The Nasdaq Stock Market, their value is generally based on
the closing sale prices on that exchange or system (unless it is
determined that these prices are not appropriate as a basis for
valuation, as may be the case with certain foreign Securities listed on
a foreign securities exchange). For purposes of valuing Securities
traded on The Nasdaq Stock Market, closing sale price shall mean the
Nasdaq Official Closing Price ("NOCP") as determined by Nasdaq. However,
if there is no closing sale price on that exchange or system, they are
valued based on the closing ask prices. If the Securities are not so
listed, or, if so listed and the principal market for them is other than
on that exchange or system, their value will generally be based on the
current ask prices on the over-the-counter market (unless it is
determined that these prices are not appropriate as a basis for
valuation). If current ask prices are unavailable or, if available but
determined by the Evaluator to not be appropriate, the valuation is
generally determined:
a) On the basis of current ask prices for comparable securities;
b) By appraising the value of the Securities on the ask side of the
market; or
c) By any combination of the above.
After the initial offering period is over, the aggregate underlying
value of the Securities will be determined as set forth above, except
that bid prices are used instead of ask prices when necessary.
Page 18
Distribution of Units
We intend to qualify Units of the Trust for sale in a number of states.
All Units will be sold at the then current Public Offering Price.
The Sponsor compensates intermediaries, such as broker/dealers and
banks, for their activities that are intended to result in sales of
Units of the Trust. This compensation includes dealer concessions
described in the following section and may include additional
concessions and other compensation and benefits to broker/dealers and
other intermediaries.
Dealer Concessions.
Dealers and other selling agents will not receive a concession or agency
commission on the sale of Units. Pacific West Securities Inc. will
receive a concession of up to 0.15% of the Public Offering Price per
Unit sold. The concession paid to Pacific West Securities Inc. will be
less than 0.15% of the Public Offering Price per Unit on Units sold at a
Public Offering Price less than $10 per Unit.
Eligible dealer firms and other selling agents who, during the previous
consecutive 12-month period through the end of the most recent month,
sold primary market units of unit investment trusts sponsored by us in
the dollar amounts shown below will be entitled to the following
additional sales concession on primary market sales during the current
month of units of unit investment trusts sponsored by us and which were
deposited on June 30, 2006 or later:
Total sales Additional
(in millions) Concession
_____________________ ___________
$25 but less than $100 0.050%
$100 but less than $150 0.075%
$150 but less than $250 0.100%
$250 but less than $500 0.115%
$500 or more 0.125%
Dealers and other selling agents will not receive a concession on the
sale of Fee Accounts Units, but such Units will be included in
determining whether the above volume sales levels are met. Eligible
dealer firms and other selling agents include clearing firms that place
orders with First Trust and provide First Trust with information with
respect to the representatives who initiated such transactions. Eligible
dealer firms and other selling agents will not include firms that solely
provide clearing services to other broker/dealer firms or firms who
place orders through clearing firms that are eligible dealers. We
reserve the right to change the amount of concessions or agency
commissions from time to time. Certain commercial banks may be making
Units of the Trust available to their customers on an agency basis. A
portion of the transactional sales charge paid by these customers is
kept by or given to the banks in the amounts shown above.
Other Compensation and Benefits to Broker/Dealers.
The Sponsor, at its own expense and out of its own profits, currently
provides additional compensation and benefits to broker/dealers who sell
shares of Units of this Trust and other First Trust products. This
compensation is intended to result in additional sales of First Trust
products and/or compensate broker/dealers and financial advisors for
past sales. A number of factors are considered in determining whether to
pay these additional amounts. Such factors may include, but are not
limited to, the level or type of services provided by the intermediary,
the level or expected level of sales of First Trust products by the
intermediary or its agents, the placing of First Trust products on a
preferred or recommended product list, access to an intermediary's
personnel, and other factors. The Sponsor makes these payments for
marketing, promotional or related expenses, including, but not limited
to, expenses of entertaining retail customers and financial advisers,
advertising, sponsorship of events or seminars, obtaining information
about the breakdown of unit sales among an intermediary's
representatives or offices, obtaining shelf space in broker/dealer firms
and similar activities designed to promote the sale of the Sponsor's
products. The Sponsor makes such payments to a substantial majority of
intermediaries that sell First Trust products. The Sponsor may also make
certain payments to, or on behalf of, intermediaries to defray a portion
of their costs incurred for the purpose of facilitating Unit sales, such
as the costs of developing or purchasing trading systems to process Unit
trades. Payments of such additional compensation described in this and
the preceding paragraph, some of which may be characterized as "revenue
sharing," may create an incentive for financial intermediaries and their
agents to sell or recommend a First Trust product, including the Trust,
over products offered by other sponsors or fund companies. These
arrangements will not change the price you pay for your Units.
Advertising and Investment Comparisons.
Advertising materials regarding the Trust may discuss several topics,
including: developing a long-term financial plan; working with your
financial professional; the nature and risks of various investment
strategies and unit investment trusts that could help you reach your
Page 19
financial goals; the importance of discipline; how the Trust operates;
how securities are selected; various unit investment trust features such
as convenience and costs; and options available for certain types of
unit investment trusts. These materials may include descriptions of the
principal businesses of the companies represented in the Trust, research
analysis of why they were selected and information relating to the
qualifications of the persons or entities providing the research
analysis. In addition, they may include research opinions on the economy
and industry sectors included and a list of investment products
generally appropriate for pursuing those recommendations.
From time to time we may compare the estimated returns of the Trust
(which may show performance net of the expenses and charges the Trust
would have incurred) and returns over specified periods of other similar
trusts we sponsor in our advertising and sales materials, with (1)
returns on other taxable investments such as the common stocks
comprising various market indexes, corporate or U.S. Government bonds,
bank CDs and money market accounts or funds, (2) performance data from
Morningstar Publications, Inc. or (3) information from publications such
as Money, The New York Times, U.S. News and World Report, BusinessWeek,
Forbes or Fortune. The investment characteristics of the Trust differ
from other comparative investments. You should not assume that these
performance comparisons will be representative of the Trust's future
performance. We may also, from time to time, use advertising which
classifies trusts or portfolio securities according to capitalization
and/or investment style.
The Sponsor's Profits
We will receive a gross sales commission equal to the initial sales
charge per Unit for the Trust. We will also receive the amount of any
collected creation and development fee. Also, any difference between our
cost to purchase the Securities and the price at which we sell them to
the Trust is considered a profit or loss (see Note 2 of "Schedule of
Investments"). During the initial offering period, dealers and others
may also realize profits or sustain losses as a result of fluctuations
in the Public Offering Price they receive when they sell the Units.
In maintaining a market for the Units, any difference between the price
at which we purchase Units and the price at which we sell or redeem them
will be a profit or loss to us.
The Secondary Market
Although not obligated, we intend to maintain a market for the Units
after the initial offering period and continuously offer to purchase
Units at prices based on the Redemption Price per Unit.
We will pay all expenses to maintain a secondary market, except the
Evaluator fees and Trustee costs to transfer and record the ownership of
Units. We may discontinue purchases of Units at any time. IF YOU WISH TO
DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES
BEFORE MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE. If you sell or
redeem your Units before you have paid the total deferred sales charge
on your Units, you will have to pay the remainder at that time.
How We Purchase Units
The Trustee will notify us of any tender of Units for redemption. If our
bid at that time is equal to or greater than the Redemption Price per
Unit, we may purchase the Units. You will receive your proceeds from the
sale no later than if they were redeemed by the Trustee. We may tender
Units that we hold to the Trustee for redemption as any other Units. If
we elect not to purchase Units, the Trustee may sell tendered Units in
the over-the-counter market, if any. However, the amount you will
receive is the same as you would have received on redemption of the Units.
Expenses and Charges
The estimated annual expenses of the Trust are listed under "Fee Table."
If actual expenses of the Trust exceed the estimate, the Trust will bear
the excess. The Trustee will pay operating expenses of the Trust from
the Income Account of the Trust if funds are available, and then from
the Capital Account. The Income and Capital Accounts are noninterest-
bearing to Unit holders, so the Trustee may earn interest on these
funds, thus benefiting from their use.
First Trust Advisors L.P., an affiliate of ours, acts as Portfolio
Supervisor and Evaluator and will be compensated for providing portfolio
supervisory services and evaluation services as well as bookkeeping and
other administrative services to the Trust. In providing portfolio
supervisory services, the Portfolio Supervisor may purchase research
services from a number of sources, which may include underwriters or
Page 20
dealers of the Trust. As Sponsor, we will receive brokerage fees when
the Trust uses us (or an affiliate of ours) as agent in buying or
selling Securities. As authorized by the Indenture, the Trustee may
employ a subsidiary or affiliate of the Trustee to act as broker to
execute certain transactions for the Trust. The Trust will pay for such
services at standard commission rates.
The fees payable to First Trust Advisors L.P. and the Trustee are based
on the largest aggregate number of Units of the Trust outstanding at any
time during the calendar year, except during the initial offering
period, in which case these fees are calculated based on the largest
number of Units outstanding during the period for which compensation is
paid. These fees may be adjusted for inflation without Unit holders'
approval, but in no case will the annual fee paid to us or our
affiliates for providing services to all unit investment trusts be more
than the actual cost of providing such services in such year.
As Sponsor, we will receive a fee from the Trust for creating and
developing the Trust, including determining the Trust's objectives,
policies, composition and size, selecting service providers and
information services and for providing other similar administrative and
ministerial functions. The "creation and development fee" is a charge of
$.050 per Unit outstanding at the end of the initial offering period.
The Trustee will deduct this amount from the Trust's assets as of the
close of the initial offering period. We do not use this fee to pay
distribution expenses or as compensation for sales efforts. This fee
will not be deducted from your proceeds if you sell or redeem your Units
before the end of the initial offering period.
In addition to the Trust's operating expenses and those fees described
above, the Trust may also incur the following charges:
- - A quarterly license fee (which will fluctuate with the Trust's net
asset value) payable by the Trust for the use of certain trademarks and
trade names of Dow Jones, the New York Stock Exchange, Standard & Poor's
and/or Value Line(R).
- - All legal expenses of the Trustee according to its responsibilities
under the Indenture;
- - The expenses and costs incurred by the Trustee to protect the Trust
and your rights and interests;
- - Fees for any extraordinary services the Trustee performed under the
Indenture;
- - Payment for any loss, liability or expense the Trustee incurred
without negligence, bad faith or willful misconduct on its part, in
connection with its acceptance or administration of the Trust;
- - Payment for any loss, liability or expenses we incurred without
negligence, bad faith or willful misconduct in acting as Depositor of
the Trust;
- - Foreign custodial and transaction fees, if any; and/or
- - All taxes and other government charges imposed upon the Securities or
any part of the Trust.
The above expenses and the Trustee's annual fee are secured by a lien on
the Trust. Since the Securities are all common stocks and dividend
income is unpredictable, we cannot guarantee that dividends will be
sufficient to meet any or all expenses of the Trust. If there is not
enough cash in the Income or Capital Accounts of the Trust, the Trustee
has the power to sell Securities in the Trust to make cash available to
pay these charges which may result in capital gains or losses to you.
See "Tax Status."
Tax Status
Federal Tax Matters.
This section summarizes some of the main U.S. federal income tax
consequences of owning Units of the Trust. This section is current as of
the date of this prospectus. Tax laws and interpretations change
frequently, and these summaries do not describe all of the tax
consequences to all taxpayers. For example, these summaries generally do
not describe your situation if you are a corporation, a non-U.S. person,
a broker/dealer, or other investor with special circumstances. In
addition, this section does not describe your state, local or foreign
tax consequences.
This federal income tax summary is based in part on the advice and
opinion of counsel to the Sponsor. The Internal Revenue Service ("IRS")
could disagree with any conclusions set forth in this section. In
addition, our counsel was not asked to review, and has not reached a
conclusion with respect to the federal income tax treatment of the
assets to be deposited in the Trust. This may not be sufficient for you
to use for the purpose of avoiding penalties under federal tax law.
As with any investment, you should seek advice based on your individual
circumstances from your own tax advisor.
Assets of the Trust.
The Trust is expected to hold one or more of the following: (i) shares
of stock in corporations (the "Stocks") that are treated as equity for
federal income tax purposes, and (ii) equity interests in real estate
investment trusts (the "REIT Shares") that constitute interests in
entities treated as real estate investment trusts for federal income tax
purposes.
It is possible that the Trust will also hold other assets, including
assets that are treated differently for federal income tax purposes from
those described above, in which case you will have federal income tax
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consequences different from or in addition to those described in this
section. All of the assets held by the Trust constitute the "Trust
Assets." Neither our counsel nor we have analyzed the proper federal
income tax treatment of the Trust Assets and thus neither our counsel
nor we have reached a conclusion regarding the federal income tax
treatment of the Trust Assets.
Trust Status.
If the Trust is at all times operated in accordance with the documents
establishing the Trust and certain requirements of federal income tax
law are met, the Trust will not be taxed as a corporation for federal
income tax purposes. As a Unit owner, you will be treated as the owner
of a pro rata portion of each of the Trust Assets, and as such you will
be considered to have received a pro rata share of income (e.g.,
dividends and capital gains, if any) from each Trust Asset when such
income would be considered to be received by you if you directly owned
the Trust Assets. This is true even if you elect to have your
distributions reinvested into additional Units. In addition, the income
from Trust Assets that you must take into account for federal income tax
purposes is not reduced by amounts used to pay sales charges or Trust
expenses.
Your Tax Basis and Income or Loss upon Disposition.
If your Trust disposes of Trust Assets, you will generally recognize
gain or loss. If you dispose of your Units or redeem your Units for
cash, you will also generally recognize gain or loss. To determine the
amount of this gain or loss, you must subtract your tax basis in the
related Trust Assets from your share of the total amount received in the
transaction. You can generally determine your initial tax basis in each
Trust Asset by apportioning the cost of your Units, including sales
charges, among the Trust Assets ratably according to their values on the
date you acquire your Units. In certain circumstances, however, you may
have to adjust your tax basis after you acquire your Units (for example,
in the case of certain dividends that exceed a corporation's accumulated
earnings and profits, or in the case of certain distributions with
respect to REIT Shares that represent a return of capital, as discussed
below).
If you are an individual, the maximum marginal federal tax rate for net
capital gain is generally 15% (generally 5% for certain taxpayers in the
10% and 15% tax brackets). These capital gains rates are generally
effective for taxable years beginning before January 1, 2011.
Net capital gain equals net long-term capital gain minus net short-term
capital loss for the taxable year. Capital gain or loss is long-term if
the holding period for the asset is more than one year and is short-term
if the holding period for the asset is one year or less. You must
exclude the date you purchase your Units to determine your holding
period. The tax rates for capital gains realized from assets held for
one year or less are generally the same as for ordinary income. The
Internal Revenue Code, however, treats certain capital gains as ordinary
income in special situations. Capital gain received from assets held for
more than one year that is considered "unrecaptured section 1250 gain"
(which may be the case, for example, with some capital gains
attributable to the REIT Shares) is taxed at a maximum stated tax rate
of 25%. In the case of capital gains dividends, the determination of
which portion of the capital gains dividend, if any, is subject to the
25% tax rate, will be made based on rules prescribed by the United
States Treasury.
Dividends from Stocks.
Certain dividends received with respect to the Stocks may qualify to be
taxed at the same rates that apply to net capital gain (as discussed
above), provided certain holding period requirements are satisfied.
These special rules relating to the taxation of dividends at capital
gains rates generally apply to taxable years beginning before January 1,
2011.
Dividends from REIT Shares.
Some dividends on the REIT Shares may be designated as "capital gain
dividends," generally taxable to you as long-term capital gains. If you
hold a Unit for six months or less or if your Trust holds a REIT Share
for six months or less, any loss incurred by you related to the
disposition of such REIT Share will be treated as a long-term capital
loss to the extent of any long-term capital gain distributions received
(or deemed to have been received) with respect to such REIT Share.
Distributions of income or capital gains declared on the REIT Shares in
October, November or December will be deemed to have been paid to you on
December 31 of the year they are declared, even when paid by the REIT
during the following January. Other dividends on the REIT Shares will
generally be taxable to you as ordinary income, although in limited
circumstances, some of the ordinary income dividends from a REIT may
also qualify to be taxed at the same rates that apply to net capital
gains (as discussed above), provided certain holding period requirements
are satisfied. These special rules relating to the taxation of ordinary
income dividends from real estate investment trusts generally apply to
taxable years beginning before January 1, 2011.
Dividends Received Deduction.
A corporation that owns Units generally will not be entitled to the
dividends received deduction with respect to certain dividends received
by the Trust, because the dividends received deduction is not available
for dividends from most foreign corporations or from REITs.
Page 22
Rollovers.
If you elect to have your proceeds from the Trust rolled over into a
future series of the Trust, it is considered a sale for federal income
tax purposes and any gain on the sale will be treated as a capital gain,
and any loss will be treated as a capital loss. However, any loss you
incur in connection with the exchange of your Units of the Trust for
units of the next series will generally be disallowed with respect to
this deemed sale and subsequent deemed repurchase, to the extent the two
trusts have substantially identical Trust Assets under the wash sale
provisions of the Internal Revenue Code.
In-Kind Distributions.
Under certain circumstances as described in this prospectus, you may
request an In-Kind Distribution of Trust Assets when you redeem your
Units at any time prior to 30 business days before the Trust's Mandatory
Termination Date. However, this ability to request an In-Kind
Distribution will terminate at any time that the number of outstanding
Units has been reduced to 10% or less of the highest number of Units
issued by the Trust. By electing to receive an In-Kind Distribution, you
will receive Trust Assets plus, possibly, cash. You will not recognize
gain or loss if you only receive whole Trust Assets in exchange for the
identical amount of your pro rata portion of the same Trust Assets held
by the Trust. However, if you also receive cash in exchange for a Trust
Asset or a fractional portion of a Trust Asset, you will generally
recognize gain or loss based on the difference between the amount of
cash you receive and your tax basis in such Trust Asset or fractional
portion.
Limitations on the Deductibility of Trust Expenses.
Generally, for federal income tax purposes, you must take into account
your full pro rata share of your Trust's income, even if some of that
income is used to pay Trust expenses. You may deduct your pro rata share
of each expense paid by your Trust to the same extent as if you directly
paid the expense. You may be required to treat some or all of the
expenses of your Trust as miscellaneous itemized deductions. Individuals
may only deduct certain miscellaneous itemized deductions to the extent
they exceed 2% of adjusted gross income.
Foreign, State and Local Taxes.
Distributions by your Trust that are treated as U.S. source income
(e.g., dividends received on stocks of domestic corporations) will
generally be subject to U.S. income taxation and withholding in the case
of Units held by nonresident alien individuals, foreign corporations or
other non-U.S. persons, subject to any applicable treaty. If you are a
foreign investor (i.e., an investor other than a U.S. citizen or
resident or a U.S. corporation, partnership, estate or trust), you may
not be subject to U.S. federal income taxes, including withholding
taxes, on some of the income from your Trust or on any gain from the
sale or redemption of your Units, provided that certain conditions are
met. You should consult your tax advisor with respect to the conditions
you must meet in order to be exempt for U.S. tax purposes. You should
also consult your tax advisor with respect to other U.S. tax withholding
and reporting requirements.
Some distributions by the Trust may be subject to foreign withholding
taxes. Any income withheld will still be treated as income to you. Under
the grantor trust rules, you are considered to have paid directly your
share of any foreign taxes that are paid. Therefore, for U.S. tax
purposes, you may be entitled to a foreign tax credit or deduction for
those foreign taxes.
If any U.S. investor is treated as owning directly or indirectly 10% or
more of the combined voting power of the stock of a foreign corporation,
and all U.S. shareholders of that corporation collectively own more than
50% of the vote or value of the stock of that corporation, the foreign
corporation may be treated as a controlled foreign corporation (a
"CFC"). If you own 10% or more of a CFC (through the Trust and in
combination with your other investments) you will be required to include
certain types of the CFC's income in your taxable income for federal
income tax purposes whether or not such income is distributed to the
Trust or to you.
Based on the advice of Carter Ledyard & Milburn LLP, special counsel to
the Trust for New York tax matters, under the existing income tax laws
of the State and City of New York, assuming that the Trust is not
treated as a corporation for federal income tax purposes, it will not be
taxed as a corporation for New York State and New York City tax
purposes, and the income of the Trust will be treated as the income of
the Unit holders in the same manner as for federal income tax purposes.
You should consult your tax advisor regarding potential foreign, state
or local taxation with respect to your Units.
Retirement Plans
You may purchase Units of the Trust for:
- - Individual Retirement Accounts;
- - Keogh Plans;
- - Pension funds; and
- - Other tax-deferred retirement plans.
Generally, the federal income tax on capital gains and income received
in each of the above plans is deferred until you receive distributions.
These distributions are generally treated as ordinary income but may, in
Page 23
some cases, be eligible for special averaging or tax-deferred rollover
treatment. Before participating in a plan like this, you should review
the tax laws regarding these plans and consult your attorney or tax
advisor. Brokerage firms and other financial institutions offer these
plans with varying fees and charges.
Rights of Unit Holders
Unit Ownership.
The Trustee will treat as Record Owner of Units persons registered as
such on its books. It is your responsibility to notify the Trustee when
you become Record Owner, but normally your broker/dealer provides this
notice. You may elect to hold your Units in either certificated or
uncertificated form. All Fee Accounts Units, however, will be held in
uncertificated form.
Certificated Units. When you purchase your Units you can request that
they be evidenced by certificates, which will be delivered shortly after
your order. Certificates will be issued in fully registered form,
transferable only on the books of the Trustee in denominations of one
Unit or any multiple thereof. You can transfer or redeem your
certificated Units by endorsing and surrendering the certificate to the
Trustee, along with a written instrument of transfer. You must sign your
name exactly as it appears on the face of the certificate with signature
guaranteed by an eligible institution. In certain cases the Trustee may
require additional documentation before they will transfer or redeem
your Units.
You may be required to pay a nominal fee to the Trustee for each
certificate reissued or transferred, and to pay any government charge
that may be imposed for each transfer or exchange. If a certificate gets
lost, stolen or destroyed, you may be required to furnish indemnity to
the Trustee to receive replacement certificates. You must surrender
mutilated certificates to the Trustee for replacement.
Uncertificated Units. You may also choose to hold your Units in
uncertificated form. If you choose this option, the Trustee will
establish an account for you and credit your account with the number of
Units you purchase. Within two business days of the issuance or transfer
of Units held in uncertificated form, the Trustee will send you:
- - A written initial transaction statement containing a description of
the Trust;
- - A list of the number of Units issued or transferred;
- - Your name, address and Taxpayer Identification Number ("TIN");
- - A notation of any liens or restrictions of the issuer and any adverse
claims; and
- - The date the transfer was registered.
Uncertificated Units may be transferred the same way as certificated
Units, except that no certificate needs to be presented to the Trustee.
Also, no certificate will be issued when the transfer takes place unless
you request it. You may at any time request that the Trustee issue
certificates for your Units.
Unit Holder Reports.
In connection with each distribution, the Trustee will provide you with
a statement detailing the per Unit amount of income (if any)
distributed. After the end of each calendar year, the Trustee will
provide you with the following information:
- - A summary of transactions in the Trust for the year;
- - A list of any Securities sold during the year and the Securities held
at the end of that year by the Trust;
- - The Redemption Price per Unit, computed on the 31st day of December of
such year (or the last business day before); and
- - Amounts of income and capital distributed during the year.
You may request from the Trustee copies of the evaluations of the
Securities as prepared by the Evaluator to enable you to comply with
federal and state tax reporting requirements.
Income and Capital Distributions
You will begin receiving distributions on your Units only after you
become a Record Owner. The Trustee will credit dividends received on the
Trust's Securities to the Income Account of the Trust. All other
receipts, such as return of capital, are credited to the Capital Account
of the Trust.
The Trustee will distribute money from the Income and Capital Accounts,
as determined at the monthly Record Date, monthly on the last day of
each month to Unit holders on the fifteenth day of such month provided
the aggregate amount, exclusive of sale proceeds, available for
distribution in the Income and Capital Accounts equals at least 0.1% of
the net asset value of the Trust. Undistributed money in the Income and
Capital Accounts will be distributed in the next month in which the
aggregate amount available for distribution, exclusive of sale proceeds,
equals or exceeds 0.1% of the net asset value of the Trust. See "Summary
of Essential Information." No income distribution will be paid if
accrued expenses of the Trust exceed amounts in the Income Account on
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the Distribution Dates. Distribution amounts will vary with changes in
the Trust's fees and expenses, in dividends received and with the sale
of Securities. The Trustee will distribute sale proceeds in the Capital
Account, net of amounts designated to meet redemptions, pay the creation
and development fee or pay expenses, on the last day of each month to
Unit holders of record on the fifteenth day of such month provided the
amount equals at least $1.00 per 100 Units. If the Trustee does not have
your TIN, it is required to withhold a certain percentage of your
distribution and deliver such amount to the IRS. You may recover this
amount by giving your TIN to the Trustee, or when you file a tax return.
However, you should check your statements to make sure the Trustee has
your TIN to avoid this "back-up withholding."
We anticipate that there will be enough money in the Capital Account of
the Trust to pay the creation and development fee. If not, the Trustee
may sell Securities to meet the shortfall.
Within a reasonable time after the Trust is terminated, unless you are a
Rollover Unit holder, you will receive the pro rata share of the money
from the sale of the Securities. All Unit holders will receive a pro
rata share of any other assets remaining in the Trust, after deducting
any unpaid expenses.
The Trustee may establish reserves (the "Reserve Account") within the
Trust to cover anticipated state and local taxes or any governmental
charges to be paid out of the Trust.
Distribution Reinvestment Option. You may elect to have each
distribution of income and/or capital reinvested into additional Units
of your Trust by notifying the Trustee at least 10 days before any
Record Date. Each later distribution of income and/or capital on your
Units will be reinvested by the Trustee into additional Units of your
Trust. There is no sales charge on Units acquired through the
Distribution Reinvestment Option, as discussed under "Public Offering."
This option may not be available in all states. Each reinvestment plan
is subject to availability or limitation by the Sponsor and each
broker/dealer or selling firm. The Sponsor or broker/dealers may suspend
or terminate the offering of a reinvestment plan at any time. Please
contact your financial professional for additional information. PLEASE
NOTE THAT EVEN IF YOU REINVEST DISTRIBUTIONS, THEY ARE STILL CONSIDERED
DISTRIBUTIONS FOR INCOME TAX PURPOSES.
Redeeming Your Units
You may redeem all or a portion of your Units at any time by sending the
certificates representing the Units you want to redeem to the Trustee at
its unit investment trust office. If your Units are uncertificated, you
need only deliver a request for redemption to the Trustee. In either
case, the certificates or the redemption request must be properly
endorsed with proper instruments of transfer and signature guarantees as
explained in "Rights of Unit Holders-Unit Ownership" (or by providing
satisfactory indemnity if the certificates were lost, stolen, or
destroyed). No redemption fee will be charged, but you are responsible
for any governmental charges that apply. Certain broker/dealers may
charge a transaction fee for processing redemption requests. Units
redeemed directly through the Trustee are not subject to such
transaction fees. Three business days after the day you tender your
Units (the "Date of Tender") you will receive cash in an amount for each
Unit equal to the Redemption Price per Unit calculated at the Evaluation
Time on the Date of Tender.
The Date of Tender is considered to be the date on which the Trustee
receives your certificates or redemption request (if such day is a day
the NYSE is open for trading). However, if your certificates or
redemption request are received after 4:00 p.m. Eastern time (or after
any earlier closing time on a day on which the NYSE is scheduled in
advance to close at such earlier time), the Date of Tender is the next
day the NYSE is open for trading.
Any amounts paid on redemption representing income will be withdrawn
from the Income Account of the Trust if funds are available for that
purpose, or from the Capital Account. All other amounts paid on
redemption will be taken from the Capital Account of the Trust. The IRS
will require the Trustee to withhold a portion of your redemption
proceeds if it does not have your TIN as generally discussed under
"Income and Capital Distributions."
If you tender at least 5,000 Units, or other such amount as required by
your broker/dealer, for redemption, rather than receiving cash, you may
elect to receive an In-Kind Distribution in an amount equal to the
Redemption Price per Unit by making this request in writing to the
Trustee at the time of tender. However, to be eligible to participate in
the In-Kind Distribution option at redemption, Fee Accounts Unit holders
must hold their Units through the end of the initial offering period. No
In-Kind Distribution requests submitted during the 30 business days
prior to the Trust's Mandatory Termination Date will be honored. Where
possible, the Trustee will make an In-Kind Distribution by distributing
Page 25
each of the Securities in book-entry form to your bank or broker/dealer
account at the Depository Trust Company. The Trustee will subtract any
customary transfer and registration charges from your In-Kind
Distribution. As a tendering Unit holder, you will receive your pro rata
number of whole shares of the Securities that make up the portfolio, and
cash from the Capital Account equal to the fractional shares to which
you are entitled.
The Trustee may sell Securities to make funds available for redemption.
If Securities are sold, the size and diversification of the Trust will
be reduced. These sales may result in lower prices than if the
Securities were sold at a different time.
Your right to redeem Units (and therefore, your right to receive
payment) may be delayed:
- - If the NYSE is closed (other than customary weekend and holiday
closings);
- - If the SEC determines that trading on the NYSE is restricted or that
an emergency exists making sale or evaluation of the Securities not
reasonably practical; or
- - For any other period permitted by SEC order.
The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.
The Redemption Price.
The Redemption Price per Unit is determined by the Trustee by:
adding
1. cash in the Income and Capital Accounts of the Trust not designated
to purchase Securities;
2. the aggregate underlying value of the Securities held in the Trust; and
3. dividends receivable on the Securities trading ex-dividend as of the
date of computation; and
deducting
1. any applicable taxes or governmental charges that need to be paid out
of the Trust;
2. any amounts owed to the Trustee for its advances;
3. estimated accrued expenses of the Trust, if any;
4. cash held for distribution to Unit holders of record of the Trust as
of the business day before the evaluation being made;
5. liquidation costs for foreign Securities, if any; and
6. other liabilities incurred by the Trust; and
dividing
1. the result by the number of outstanding Units of the Trust.
During the initial offering period, the Redemption Price per Unit will
include estimated organization costs as set forth under "Fee Table."
Investing in a New Trust
The Trust's portfolio has been selected on the basis of capital
appreciation potential for a limited time period. When the Trust is
about to terminate, you may have the option to roll your proceeds into
the next series of the Trust (the "New Trust") if one is available. We
intend to create the New Trust in conjunction with the termination of
the Trust and plan to apply the same strategy we used to select the
portfolio for the Trust to the New Trust.
If you wish to have the proceeds from your Units rolled into a New Trust
you must notify the Trustee in writing of your election by the Rollover
Notification Date stated in the "Summary of Essential Information." As a
Rollover Unit holder, your Units will be redeemed and the underlying
Securities sold by the Trustee, in its capacity as Distribution Agent,
during the Special Redemption and Liquidation Period. The Distribution
Agent may engage us or other brokers as its agent to sell the Securities.
Once all of the Securities are sold, your proceeds, less any brokerage
fees, governmental charges or other expenses involved in the sales, will
be used to buy units of a New Trust or trust with a similar investment
strategy that you have selected, provided such trusts are registered and
being offered. Accordingly, proceeds may be uninvested for up to several
days. Units purchased with rollover proceeds will generally be purchased
subject to the initial sales charge and creation and development fee on
such units (currently expected to be 0.65% of the Public Offering Price
per unit), but not the initial sales charge. Units purchased using
proceeds from Fee Accounts Units will generally not be subject to any
transactional sales charge.
We intend to create New Trust units as quickly as possible, depending on
the availability of the Securities contained in a New Trust's portfolio.
Rollover Unit holders will be given first priority to purchase New Trust
units. We cannot, however, assure the exact timing of the creation of
New Trust units or the total number of New Trust units we will create.
Any proceeds not invested on behalf of Rollover Unit holders in New
Trust units will be distributed within a reasonable time after such
occurrence. Although we believe that enough New Trust units can be
created, monies in a New Trust may not be fully invested on the next
business day.
Please note that there are certain tax consequences associated with
becoming a Rollover Unit holder. See "Tax Status." If you elect not to
participate as a Rollover Unit holder ("Remaining Unit holders"), you
Page 26
will not incur capital gains or losses due to the Special Redemption and
Liquidation, nor will you be charged any additional transactional sales
charge. We may modify, amend or terminate this rollover option upon 60
days notice.
Removing Securities from the Trust
The portfolio of the Trust is not managed. However, we may, but are not
required to, direct the Trustee to dispose of a Security in certain
limited circumstances, including situations in which:
- - The issuer of the Security defaults in the payment of a declared
dividend;
- - Any action or proceeding prevents the payment of dividends;
- - There is any legal question or impediment affecting the Security;
- - The issuer of the Security has breached a covenant which would affect
the payment of dividends, the issuer's credit standing, or otherwise
damage the sound investment character of the Security;
- - The issuer has defaulted on the payment of any other of its
outstanding obligations;
- - There has been a public tender offer made for a Security or a merger
or acquisition is announced affecting a Security, and that in our
opinion the sale or tender of the Security is in the best interest of
Unit holders;
- - The sale of Securities is necessary or advisable in order to maintain
the qualification of the Trust as a "regulated investment company" in
the case of a Trust which has elected to qualify as such;
- - The price of the Security has declined to such an extent, or such
other credit factors exist, that in our opinion keeping the Security
would be harmful to the Trust; or
- - As a result of the ownership of the Security, the Trust or its Unit
holders would be a direct or indirect shareholder of a passive foreign
investment company.
Except in the limited instance in which the Trust acquires Replacement
Securities, as described in "The FT Series," the Trust may not acquire
any securities or other property other than the Securities. The Trustee,
on behalf of the Trust, will reject any offer for new or exchanged
securities or property in exchange for a Security, such as those
acquired in a merger or other transaction. If such exchanged securities
or property are nevertheless acquired by the Trust, at our instruction
they will either be sold or held in the Trust. In making the
determination as to whether to sell or hold the exchanged securities or
property we may get advice from the Portfolio Supervisor. Any proceeds
received from the sale of Securities, exchanged securities or property
will be credited to the Capital Account of the Trust for distribution to
Unit holders or to meet redemption requests. The Trustee may retain and
pay us or an affiliate of ours to act as agent for the Trust to
facilitate selling Securities, exchanged securities or property from the
Trust. If we or our affiliate act in this capacity, we will be held
subject to the restrictions under the Investment Company Act of 1940, as
amended.
The Trustee may sell Securities designated by us, or, absent our
direction, at its own discretion, in order to meet redemption requests
or pay expenses. In designating Securities to be sold, we will try to
maintain the proportionate relationship among the Securities. If this is
not possible, the composition and diversification of the Trust may be
changed.
Amending or Terminating the Indenture
Amendments. The Indenture may be amended by us and the Trustee without
your consent:
- - To cure ambiguities;
- - To correct or supplement any defective or inconsistent provision;
- - To make any amendment required by any governmental agency; or
- - To make other changes determined not to be adverse to your best
interests (as determined by us and the Trustee).
Termination. As provided by the Indenture, the Trust will terminate on
the Mandatory Termination Date as stated in the "Summary of Essential
Information." The Trust may be terminated earlier:
- - Upon the consent of 100% of the Unit holders of the Trust;
- - If the value of the Securities owned by the Trust as shown by any
evaluation is less than the lower of $2,000,000 or 20% of the total
value of Securities deposited in the Trust during the initial offering
period ("Discretionary Liquidation Amount"); or
- - In the event that Units of the Trust not yet sold aggregating more
than 60% of the Units of the Trust are tendered for redemption by
underwriters, including the Sponsor.
Prior to termination, the Trustee will send written notice to registered
account holders which will specify how certificates, if any, should be
tendered to the Trustee. If the Trust is terminated due to this last
reason, we will refund your entire sales charge. For various reasons,
including Unit holders' participation as Rollover Unit holders, the
Page 27
Trust may be reduced below the Discretionary Liquidation Amount and
could therefore be terminated before the Mandatory Termination Date.
Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of the Trust during the period beginning
nine business days prior to, and no later than, the Mandatory
Termination Date. We will determine the manner and timing of the sale of
Securities. Because the Trustee must sell the Securities within a
relatively short period of time, the sale of Securities as part of the
termination process may result in a lower sales price than might
otherwise be realized if such sale were not required at this time.
If you do not elect to participate in the Rollover Option, you will
receive a cash distribution from the sale of the remaining Securities,
along with your interest in the Income and Capital Accounts, within a
reasonable time after the Trust is terminated. The Trustee will deduct
from the Trust any accrued costs, expenses, advances or indemnities
provided for by the Indenture, including estimated compensation of the
Trustee and costs of liquidation and any amounts required as a reserve
to pay any taxes or other governmental charges.
Information on
Plotkin Financial Advisors, LLC,
Pacific West Securities, Inc.,
the Sponsor, Trustee and Evaluator
Plotkin Financial Advisors, LLC and
Pacific West Securities, Inc.
Plotkin Financial Advisors, LLC's principal office is located at 8401
Connecticut Avenue, Suite 403, Chevy Chase, Maryland 20815. It provides
wealth management services on behalf of its clients. These services
include customized financial planning, professional asset management,
and income & estate tax optimization strategies. Plotkin Financial
Advisors, LLC provides securities offered through Pacific West
Securities, Inc., a broker/dealer member of SIPC and the NASD, located
at 555 South Renton Village Place, 700, Renton, Washington 98055. As an
independent advisor, Plotkin Financial Advisors, LLC is not affiliated
with Pacific West Securities, Inc.
The Sponsor.
We, First Trust Portfolios L.P., specialize in the underwriting, trading
and wholesale distribution of unit investment trusts under the "First
Trust" brand name and other securities. An Illinois limited partnership
formed in 1991, we took over the First Trust product line and act as
Sponsor for successive series of:
- - The First Trust Combined Series
- - FT Series (formerly known as The First Trust Special Situations Trust)
- - The First Trust Insured Corporate Trust
- - The First Trust of Insured Municipal Bonds
- - The First Trust GNMA
The First Trust product line commenced with the first insured unit
investment trust in 1974. To date we have deposited more than $85
billion in First Trust unit investment trusts. Our employees include a
team of professionals with many years of experience in the unit
investment trust industry.
We are a member of the NASD and Securities Investor Protection
Corporation. Our principal offices are at 1001 Warrenville Road, Lisle,
Illinois 60532; telephone number (630) 241-4141. As of December 31,
2006, the total consolidated partners' capital of First Trust Portfolios
L.P. and subsidiaries was $50,884,373 (audited).
This information refers only to us and not to the Trust or to any series
of the Trust or to any other dealer. We are including this information
only to inform you of our financial responsibility and our ability to
carry out our contractual obligations. We will provide more detailed
financial information on request.
Code of Ethics. The Sponsor and the Trust have adopted a code of ethics
requiring the Sponsor's employees who have access to information on
Trust transactions to report personal securities transactions. The
purpose of the code is to avoid potential conflicts of interest and to
prevent fraud, deception or misconduct with respect to the Trust.
The Trustee.
The Trustee is The Bank of New York, a trust company organized under the
laws of New York. The Bank of New York has its unit investment trust
division offices at 101 Barclay Street, New York, New York 10286,
telephone (800) 813-3074. If you have questions regarding your account
or your Trust, please contact the Trustee at its unit investment trust
division offices or your financial adviser. The Sponsor does not have
access to individual account information. The Bank of New York is
subject to supervision and examination by the Superintendent of Banks of
the State of New York and the Board of Governors of the Federal Reserve
System, and its deposits are insured by the Federal Deposit Insurance
Corporation to the extent permitted by law.
The Trustee has not participated in selecting the Securities; it only
provides administrative services.
Page 28
Limitations of Liabilities of Sponsor and Trustee.
Neither we nor the Trustee will be liable for taking any action or for
not taking any action in good faith according to the Indenture. We will
also not be accountable for errors in judgment. We will only be liable
for our own willful misfeasance, bad faith, gross negligence (ordinary
negligence in the Trustee's case) or reckless disregard of our
obligations and duties. The Trustee is not liable for any loss or
depreciation when the Securities are sold. If we fail to act under the
Indenture, the Trustee may do so, and the Trustee will not be liable for
any action it takes in good faith under the Indenture.
The Trustee will not be liable for any taxes or other governmental
charges or interest on the Securities which the Trustee may be required
to pay under any present or future law of the United States or of any
other taxing authority with jurisdiction. Also, the Indenture states
other provisions regarding the liability of the Trustee.
If we do not perform any of our duties under the Indenture or are not
able to act or become bankrupt, or if our affairs are taken over by
public authorities, then the Trustee may:
- - Appoint a successor sponsor, paying them a reasonable rate not more
than that stated by the SEC;
- - Terminate the Indenture and liquidate the Trust; or
- - Continue to act as Trustee without terminating the Indenture.
The Evaluator.
The Evaluator is First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 and an affiliate of the Sponsor. The
Evaluator's address is 1001 Warrenville Road, Lisle, Illinois 60532.
The Trustee, Sponsor and Unit holders may rely on the accuracy of any
evaluation prepared by the Evaluator. The Evaluator will make
determinations in good faith based upon the best available information,
but will not be liable to the Trustee, Sponsor or Unit holders for
errors in judgment.
Other Information
Legal Opinions.
Our counsel is Chapman and Cutler LLP, 111 W. Monroe St., Chicago,
Illinois 60603. They have passed upon the legality of the Units offered
hereby and certain matters relating to federal tax law. Carter Ledyard &
Milburn LLP acts as the Trustee's counsel, as well as special New York
tax counsel for the Trust.
Experts.
The Trust's statement of net assets, including the schedule of
investments, as of the opening of business on the Initial Date of
Deposit included in this prospectus, has been audited by Deloitte &
Touche LLP, an independent registered public accounting firm, as stated
in their report appearing herein, and is included in reliance upon the
report of such firm given upon their authority as experts in accounting
and auditing.
Supplemental Information.
If you write or call the Sponsor, you will receive free of charge
supplemental information about this Series, which has been filed with
the SEC and to which we have referred throughout. This information
states more specific details concerning the nature, structure and risks
of this product.
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Page 30
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Page 31
First Trust(R)
Georgetown Capital Appreciation(TM) Portfolio, July 2007 Series
FT 1473
Sponsor:
FIRST TRUST PORTFOLIOS L.P.
1001 Warrenville Road
Lisle, Illinois 60532
1-630-241-4141
Trustee:
The Bank of New York
101 Barclay Street
New York, New York 10286
1-800-813-3074
24-Hour Pricing Line:
1-800-446-0132
________________________
When Units of the Trust are no longer available, this prospectus may be
used as a preliminary prospectus for a future series, in which case you
should note the following:
THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL, OR ACCEPT OFFERS TO BUY, SECURITIES OF A FUTURE SERIES
UNTIL THAT SERIES HAS BECOME EFFECTIVE WITH THE SECURITIES AND EXCHANGE
COMMISSION. NO SECURITIES CAN BE SOLD IN ANY STATE WHERE A SALE WOULD BE
ILLEGAL.
________________________
This prospectus contains information relating to the above-mentioned
unit investment trust, but does not contain all of the information about
this investment company as filed with the Securities and Exchange
Commission in Washington, D.C. under the:
- - Securities Act of 1933 (file no. 333-______) and
- - Investment Company Act of 1940 (file no. 811-05903)
Information about the Trust, including its Code of Ethics, can be
reviewed and copied at the Securities and Exchange Commission's Public
Reference Room in Washington D.C. Information regarding the operation of
the Securities and Exchange Commission's Public Reference Room may be
obtained by calling the Securities and Exchange Commission at 1-202-942-
8090.
Information about the Trust is available on the EDGAR Database on the
Securities and Exchange Commission's Internet site at
http://www.sec.gov.
To obtain copies at prescribed rates -
Write: Public Reference Section of the Securities and
Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
e-mail address: publicinfo@sec.gov
July __, 2007
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE
Page 32
First Trust(R)
The FT Series
Information Supplement
This Information Supplement provides additional information concerning
the structure, operations and risks of the unit investment trust
contained in FT 1473 not found in the prospectus for the Trust. This
Information Supplement is not a prospectus and does not include all of
the information you should consider before investing in the Trust. This
Information Supplement should be read in conjunction with the prospectus
for the Trust in which you are considering investing
This Information Supplement is dated July __, 2007. Capitalized terms
have been defined in the prospectus.
Table of Contents
Dow Jones & Company, Inc. 1
New York Stock Exchange 2
Standard & Poor's 2
Value Line Publishing, Inc. 3
Risk Factors
Securities 3
Small-Cap Companies 3
Dividends 3
Foreign Issuers 4
REITs 4
Securities
S&P Target SMid60 Strategy Stocks 6
Target Growth Strategy Stocks 9
The Dow(R) Target Dividend Strategy Stocks 10
NYSE(R) International Target 25 Strategy Stocks 11
Value Line(R) Diversified Target 40 Strategy Stocks 13
Dow Jones & Company, Inc.
The Trust is not sponsored, endorsed, sold or promoted by Dow Jones &
Company, Inc. ("Dow Jones"). Dow Jones makes no representation or
warranty, express or implied, to the owners of the Trust or any member
of the public regarding the advisability of investing in securities
generally or in the Trust particularly. Dow Jones' only relationship to
the Sponsor is the licensing of certain trademarks, trade names and
service marks of Dow Jones, the Dow Jones Industrial Average(sm) and of
the Dow Jones Select Dividend Index(sm), which are determined, composed
and calculated by Dow Jones without regard to the Sponsor or the Trust.
Dow Jones has no obligation to take the needs of the Sponsor or the
owners of the Trust into consideration in determining, composing or
calculating the Dow Jones Industrial Average(sm) or the Dow Jones Select
Dividend Index(sm). Dow Jones is not responsible for and has not
participated in the determination of the timing of, prices at, or
quantities of the Trust to be issued or in the determination or
calculation of the equation by which the Trust is to be converted into
cash. Dow Jones has no obligation or liability in connection with the
administration, marketing or trading of the Trust.
DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
DOW JONES INDUSTRIAL AVERAGE(SM), THE DOW JONES SELECT DIVIDEND
INDEX(sm) OR ANY DATA INCLUDED THEREIN AND DOW JONES SHALL HAVE NO
LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONES
MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY
THE SPONSOR, OWNERS OF THE TRUSTS, OR ANY OTHER PERSON OR ENTITY FROM
THE USE OF THE DOW JONES INDUSTRIAL AVERAGE(SM), THE DOW JONES SELECT
DIVIDEND INDEX(sm) OR ANY DATA INCLUDED THEREIN. DOW JONES MAKES NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES,
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
Page 1
RESPECT TO THE DOW JONES INDUSTRIAL AVERAGE(SM), THE DOW JONES SELECT
DIVIDEND INDEX(sm) OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF
THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY
LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES,
EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.
New York Stock Exchange
"NYSE (R)" is a registered service mark of, and "NYSE International 100
Index(SM)" is a service mark of, New York Stock Exchange, Inc. ("NYSE").
NYSE has no relationship to First Trust Portfolios L.P. other than the
licensing of the "NYSE International 100 Index(SM)" and the service
marks referenced above for use in connection with the NYSE (R)
International Target 25 Strategy and the Georgetown Capital
Appreciation(TM) Portfolio, July 2007 Series.
NYSE does not: sponsor, endorse, sell or promote the NYSE (R)
International Target 25 Strategy or the Georgetown Capital Appreciation(TM)
Portfolio, July 2007 Series; recommend that any person invest in the
NYSE (R) International Target 25 Strategy or the Georgetown Capital
Appreciation(TM) Portfolio, July 2007 Series or any other securities;
have any responsibility or liability for or make any decision about the
timing, amount or pricing of the NYSE (R) International Target 25
Strategy or the Georgetown Capital Appreciation(TM) Portfolio, July 2007
Series; have any responsibility or liability for the administration,
management or marketing of the NYSE (R) International Target 25 Strategy
or the Georgetown Capital Appreciation(TM) Portfolio, July 2007 Series;
consider the needs of the NYSE (R) International Target 25 Strategy or
the Georgetown Capital Appreciation(TM) Portfolio, July 2007 Series or
the owners of the NYSE (R) International Target 25 Strategy or the
Georgetown Capital Appreciation(TM) Portfolio, July 2007 Series in
determining, composing or calculating the NYSE International 100
Index(SM) or have any obligation to do so.
NYSE will not have any liability in connection with the NYSE (R)
International Target 25 Strategy or the Georgetown Capital
Appreciation(TM) Portfolio, July 2007 Series. Specifically, NYSE does
not make any warranty, express or implied, and NYSE disclaims any
warranty about: the results to be obtained by the NYSE (R) International
Target 25 Strategy or the Georgetown Capital Appreciation(TM) Portfolio,
July 2007 Series, the owner of the NYSE (R) International Target 25
Strategy or the Georgetown Capital Appreciation(TM) Portfolio, July 2007
Series, or any other relevant person in connection with the use of the
Index and the data included in the Index; the accuracy or completeness
of the Index and its data; the merchantability or fitness for a
particular purpose or use of the Index and its data. NYSE will have no
liability for any errors, omissions or interruptions in the Index or its
data. Under no circumstances will NYSE be liable for any lost profits or
indirect, punitive, special or consequential damages or losses, even if
NYSE knows that they might occur. The licensing agreement between First
Trust Portfolios L.P. and NYSE is solely for their benefit and not for
the benefit of the owners of the NYSE (R) International Target 25
Strategy or the Georgetown Capital Appreciation(TM) Portfolio, July 2007
Series or any other third parties.
Standard & Poor's
The Trust is not sponsored, endorsed, sold or promoted by Standard &
Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). S&P makes
no representation or warranty, express or implied, to the owners of the
Trusts or any member of the public regarding the advisability of
investing in securities generally or in the Trusts particularly or the
ability of either the S&P 500 Index, the S&P MidCap 400 Index or the S&P
SmallCap 600 Index to track general stock market performance. S&P's only
relationship to the licensee is the licensing of certain trademarks and
trade names of S&P and of the S&P 500 Index, the S&P MidCap 400 Index
and the S&P SmallCap 600 Index, which are determined, composed and
calculated by S&P without regard to the licensee or the Trusts. S&P has
no obligation to take the needs of the licensee or the owners of the
Trusts into consideration in determining, composing or calculating the
S&P 500 Index, the S&P MidCap 400 Index or the S&P SmallCap 600 Index.
S&P is not responsible for and has not participated in the determination
of the prices and amount of the Trusts or the timing of the issuance or
sale of the Trusts or in the determination or calculation of the
equation by which the Trusts are to be converted into cash. S&P has no
obligation or liability in connection with the administration, marketing
or trading of the Trust.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P
500 INDEX, THE S&P MIDCAP 400 INDEX OR THE S&P SMALL CAP 600 INDEX OR
ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE LICENSEE, OWNERS
OF THE TRUSTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500
INDEX, THE S&P MIDCAP 400 INDEX OR THE S&P SMALL CAP 600 INDEX OR ANY
Page 2
DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX, THE S&P
MIDCAP 400 INDEX OR THE S&P SMALL CAP 600 INDEX OR ANY DATA INCLUDED
THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P
HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL
DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY
THEREOF.
Value Line Publishing, Inc.
Value Line Publishing, Inc.'s ("VLPI") only relationship to First Trust
Portfolios L.P. and/or First Trust Advisors L.P. is VLPI's licensing to
First Trust Portfolios L.P. and/or First Trust Advisors L.P. of certain
VLPI trademarks and trade names and the Value Line(R) Timeliness(TM)
Ranking System (the "System"), which is composed by VLPI without regard
to First Trust Portfolios L.P. or First Trust Advisors L.P., this
Product or any investor. VLPI has no obligation to take the needs of
First Trust Portfolios L.P. and/or First Trust Advisors L.P. or any
investor in the Product into consideration in composing the System. The
Product results may differ from the hypothetical or published results of
the Value Line(R) Timeliness(TM) Ranking System. VLPI is not responsible
for and has not participated in the determination of the prices and
composition of the Product or the timing of the issuance for sale of the
Product or in the calculation of the equations by which the Product is
to be converted into cash.
VLPI MAKES NO WARRANTY CONCERNING THE SYSTEM, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING
FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, AND
VLPI MAKES NO WARRANTY AS TO THE POTENTIAL PROFITS OR ANY OTHER BENEFITS
THAT MAY BE ACHIEVED BY USING THE SYSTEM OR ANY INFORMATION OR MATERIALS
GENERATED THEREFROM. VLPI DOES NOT WARRANT THAT THE SYSTEM WILL MEET ANY
REQUIREMENTS OR THAT IT WILL BE ACCURATE OR ERROR-FREE. VLPI ALSO DOES
NOT GUARANTEE ANY USES, INFORMATION, DATA OR OTHER RESULTS GENERATED
FROM THE SYSTEM. VLPI HAS NO OBLIGATION OR LIABILITY (I) IN CONNECTION
WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE PRODUCT; OR (II)
FOR ANY LOSS, DAMAGE, COST OR EXPENSE SUFFERED OR INCURRED BY ANY
INVESTOR OR OTHER PERSON OR ENTITY IN CONNECTION WITH THIS PRODUCT, AND
IN NO EVENT SHALL VLPI BE LIABLE FOR ANY LOST PROFITS OR OTHER
CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR EXEMPLARY
DAMAGES IN CONNECTION WITH THE PRODUCT.
Risk Factors
Securities. An investment in Units should be made with an understanding
of the risks which an investment in common stocks entails, including the
risk that the financial condition of the issuers of the Securities or
the general condition of the relevant stock market may worsen, and the
value of the Securities and therefore the value of the Units may
decline. Common stocks are especially susceptible to general stock
market movements and to volatile increases and decreases of value, as
market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors, including expectations
regarding government, economic, monetary and fiscal policies, inflation
and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Both U.S. and foreign
markets have experienced substantial volatility and significant declines
recently as a result of certain or all of these factors.
Small-Cap Companies. While historically small-cap company stocks have
outperformed the stocks of large companies, the former have customarily
involved more investment risk as well. Small-cap companies may have
limited product lines, markets or financial resources; may lack
management depth or experience; and may be more vulnerable to adverse
general market or economic developments than large companies. Some of
these companies may distribute, sell or produce products which have
recently been brought to market and may be dependent on key personnel.
The prices of small company securities are often more volatile than
prices associated with large company issues, and can display abrupt or
erratic movements at times, due to limited trading volumes and less
publicly available information. Also, because small-cap companies
normally have fewer shares outstanding and these shares trade less
frequently than large companies, it may be more difficult for the Trusts
which contain these Securities to buy and sell significant amounts of
such shares without an unfavorable impact on prevailing market prices.
Dividends. Shareholders of common stocks have rights to receive payments
from the issuers of those common stocks that are generally subordinate
to those of creditors of, or holders of debt obligations or preferred
Page 3
stocks of, such issuers. Shareholders of common stocks of the type held
by the Trust have a right to receive dividends only when and if, and in
the amounts, declared by the issuer's board of directors and have a
right to participate in amounts available for distribution by the issuer
only after all other claims on the issuer have been paid or provided
for. Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the same
degree of protection of capital as do debt securities. The issuance of
additional debt securities or preferred stock will create prior claims
for payment of principal, interest and dividends which could adversely
affect the ability and inclination of the issuer to declare or pay
dividends on its common stock or the rights of holders of common stock
with respect to assets of the issuer upon liquidation or bankruptcy.
Cumulative preferred stock dividends must be paid before common stock
dividends, and any cumulative preferred stock dividend omitted is added
to future dividends payable to the holders of cumulative preferred
stock. Preferred stockholders are also generally entitled to rights on
liquidation which are senior to those of common stockholders.
Foreign Issuers. Since certain of the Securities in the Trust consist of
securities of foreign issuers, an investment in the Trust involves
certain investment risks that are different in some respects from an
investment in a trust which invests entirely in the securities of
domestic issuers. These investment risks include future political or
governmental restrictions which might adversely affect the payment or
receipt of payment of dividends on the relevant Securities, the
possibility that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the
relevant stock market may worsen (both of which would contribute
directly to a decrease in the value of the Securities and thus in the
value of the Units), the limited liquidity and relatively small market
capitalization of the relevant securities market, expropriation or
confiscatory taxation, economic uncertainties and foreign currency
devaluations and fluctuations. In addition, for foreign issuers that are
not subject to the reporting requirements of the Securities Exchange Act
of 1934, there may be less publicly available information than is
available from a domestic issuer. Also, foreign issuers are not
necessarily subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those
applicable to domestic issuers. The securities of many foreign issuers
are less liquid and their prices more volatile than securities of
comparable domestic issuers. In addition, fixed brokerage commissions
and other transaction costs on foreign securities exchanges are
generally higher than in the United States and there is generally less
government supervision and regulation of exchanges, brokers and issuers
in foreign countries than there is in the United States. However, due to
the nature of the issuers of the Securities selected for the Trusts, the
Sponsor believes that adequate information will be available to allow
the Supervisor to provide portfolio surveillance for such Trusts.
Securities issued by non-U.S. issuers generally pay dividends in foreign
currencies and are principally traded in foreign currencies. Therefore,
there is a risk that the United States dollar value of these securities
will vary with fluctuations in the U.S. dollar foreign exchange rates
for the various Securities. See "Exchange Rate" below.
On the basis of the best information available to the Sponsor at the
present time, none of the Securities in the Trusts are subject to
exchange control restrictions under existing law which would materially
interfere with payment to such Trusts of dividends due on, or proceeds
from the sale of, the Securities. However, there can be no assurance
that exchange control regulations might not be adopted in the future
which might adversely affect payment to such Trusts. The adoption of
exchange control regulations and other legal restrictions could have an
adverse impact on the marketability of international securities in the
Trusts and on the ability of such Trusts to satisfy their obligation to
redeem Units tendered to the Trustee for redemption. In addition,
restrictions on the settlement of transactions on either the purchase or
sale side, or both, could cause delays or increase the costs associated
with the purchase and sale of the foreign Securities and correspondingly
could affect the price of the Units.
Investors should be aware that it may not be possible to buy all
Securities at the same time because of the unavailability of any
Security, and restrictions applicable to a Trust relating to the
purchase of a Security by reason of the federal securities laws or
otherwise.
Foreign securities generally have not been registered under the
Securities Act of 1933 and may not be exempt from the registration
requirements of such Act. Sales of non-exempt Securities by a Trust in
the United States securities markets are subject to severe restrictions
and may not be practicable. Accordingly, sales of these Securities by a
Trust will generally be effected only in foreign securities markets.
Although the Sponsor does not believe that the Trusts will encounter
obstacles in disposing of the Securities, investors should realize that
the Securities may be traded in foreign countries where the securities
markets are not as developed or efficient and may not be as liquid as
those in the United States. The value of the Securities will be
adversely affected if trading markets for the Securities are limited or
absent.
REITs. An investment in Units of the Trust should be made with an
understanding of risks inherent in an investment in REITs specifically
and real estate generally (in addition to securities market risks).
Generally, these include economic recession, the cyclical nature of real
estate markets, competitive overbuilding, unusually adverse weather
Page 4
conditions, changing demographics, changes in governmental regulations
(including tax laws and environmental, building, zoning and sales
regulations), increases in real estate taxes or costs of material and
labor, the inability to secure performance guarantees or insurance as
required, the unavailability of investment capital and the inability to
obtain construction financing or mortgage loans at rates acceptable to
builders and purchasers of real estate. Additional risks include an
inability to reduce expenditures associated with a property (such as
mortgage payments and property taxes) when rental revenue declines, and
possible loss upon foreclosure of mortgaged properties if mortgage
payments are not paid when due.
REITs are financial vehicles that have as their objective the pooling of
capital from a number of investors in order to participate directly in
real estate ownership or financing. REITs are generally fully integrated
operating companies that have interests in income-producing real estate.
Equity REITs emphasize direct property investment, holding their
invested assets primarily in the ownership of real estate or other
equity interests. REITs obtain capital funds for investment in
underlying real estate assets by selling debt or equity securities in
the public or institutional capital markets or by bank borrowing. Thus,
the returns on common equities of the REITs in which the Trust invests
will be significantly affected by changes in costs of capital and,
particularly in the case of highly "leveraged" REITs (i.e., those with
large amounts of borrowings outstanding), by changes in the level of
interest rates. The objective of an equity REIT is to purchase income-
producing real estate properties in order to generate high levels of
cash flow from rental income and a gradual asset appreciation, and they
typically invest in properties such as office, retail, industrial, hotel
and apartment buildings and healthcare facilities.
REITs are a creation of the tax law. REITs essentially operate as a
corporation or business trust with the advantage of exemption from
corporate income taxes provided the REIT satisfies the requirements of
Sections 856 through 860 of the Internal Revenue Code. The major tests
for tax-qualified status are that the REIT (i) be managed by one or more
trustees or directors, (ii) issue shares of transferable interest to its
owners, (iii) have at least 100 shareholders, (iv) have no more than 50%
of the shares held by five or fewer individuals, (v) invest
substantially all of its capital in real estate related assets and
derive substantially all of its gross income from real estate related
assets and (vi) distributed at least 95% of its taxable income to its
shareholders each year. If any REIT in the Trust's portfolio should fail
to qualify for such tax status, the related shareholders (including the
Trust) could be adversely affected by the resulting tax consequences.
The underlying value of the Securities and the Trust's ability to make
distributions to Unit holders may be adversely affected by changes in
national economic conditions, changes in local market conditions due to
changes in general or local economic conditions and neighborhood
characteristics, increased competition from other properties,
obsolescence of property, changes in the availability, cost and terms of
mortgage funds, the impact of present or future environmental
legislation and compliance with environmental laws, the ongoing need for
capital improvements, particularly in older properties, changes in real
estate tax rates and other operating expenses, regulatory and economic
impediments to raising rents, adverse changes in governmental rules and
fiscal policies, dependency on management skill, civil unrest, acts of
God, including earthquakes and other natural disasters (which may result
in uninsured losses), acts of war, adverse changes in zoning laws, and
other factors which are beyond the control of the issuers of the REITs
in a Trust. The value of the REITs may at times be particularly
sensitive to devaluation in the event of rising interest rates.
REITs may concentrate investments in specific geographic areas or in
specific property types, i.e., hotels, shopping malls, residential
complexes and office buildings. The impact of economic conditions on
REITs can also be expected to vary with geographic location and property
type. Investors should be aware the REITs may not be diversified and are
subject to the risks of financing projects. REITs are also subject to
defaults by borrowers, self-liquidation, the market's perception of the
REIT industry generally, and the possibility of failing to qualify for
pass-through of income under the Internal Revenue Code, and to maintain
exemption from the Investment Company Act of 1940. A default by a
borrower or lessee may cause the REIT to experience delays in enforcing
its right as mortgagee or lessor and to incur significant costs related
to protecting its investments. In addition, because real estate
generally is subject to real property taxes, the REITs in the Trust may
be adversely affected by increases or decreases in property tax rates
and assessments or reassessments of the properties underlying the REITs
by taxing authorities. Furthermore, because real estate is relatively
illiquid, the ability of REITs to vary their portfolios in response to
changes in economic and other conditions may be limited and may
adversely affect the value of the Units. There can be no assurance that
any REIT will be able to dispose of its underlying real estate assets
when advantageous or necessary.
The issuer of REITs generally maintains comprehensive insurance on
presently owned and subsequently acquired real property assets,
including liability, fire and extended coverage. However, certain types
of losses may be uninsurable or not be economically insurable as to
Page 5
which the underlying properties are at risk in their particular locales.
There can be no assurance that insurance coverage will be sufficient to
pay the full current market value or current replacement cost of any
lost investment. Various factors might make it impracticable to use
insurance proceeds to replace a facility after it has been damaged or
destroyed. Under such circumstances, the insurance proceeds received by
a REIT might not be adequate to restore its economic position with
respect to such property.
Under various environmental laws, a current or previous owner or
operator of real property may be liable for the costs of removal or
remediation of hazardous or toxic substances on, under or in such
property. Such laws often impose liability whether or not the owner or
operator caused or knew of the presence of such hazardous or toxic
substances and whether or not the storage of such substances was in
violation of a tenant's lease. In addition, the presence of hazardous or
toxic substances, or the failure to remediate such property properly,
may adversely affect the owner's ability to borrow using such real
property as collateral. No assurance can be given that one or more of
the REITs in the Trust may not be presently liable or potentially liable
for any such costs in connection with real estate assets they presently
own or subsequently acquire while such REITs are held in the Trust.
Securities
The following information describes the common stocks selected through
the application of each of the Strategies which comprise the Trust
described in the prospectus.
S&P Target SMid 60 Strategy Stocks
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Page 6
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Target Growth Strategy Stocks
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Page 7
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The Dow(R) Target Dividend Strategy Stocks
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NYSE(R) International Target 25 Strategy Stocks
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Value Line(R) Diversified Target 40 Strategy Stocks
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Page 8
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We have obtained the foregoing company descriptions from sources we deem
reliable. We have not independently verified the provided information
either in terms of accuracy or completeness.
Page 9
MEMORANDUM
Re: FT 1473
The only difference of consequence (except as described
below) between FT 1430, which is the current fund, and FT 1473,
the filing of which this memorandum accompanies, is the change in
the series number. The list of securities comprising the Fund,
the evaluation, record and distribution dates and other changes
pertaining specifically to the new series, such as size and
number of Units in the Fund and the statement of condition of the
new Fund, will be filed by amendment.
1940 ACT
FORMS N-8A AND N-8B-2
These forms were not filed, as the Form N-8A and Form N-8B-2
filed in respect of Templeton Growth and Treasury Trust, Series 1
and subsequent series (File No. 811-05903) related also to the
subsequent series of the Fund.
1933 ACT
PROSPECTUS
The only significant changes in the Prospectus from the FT
1430 Prospectus relate to the series number and size and the date
and various items of information which will be derived from and
apply specifically to the securities deposited in the Fund.
CONTENTS OF REGISTRATION STATEMENT
ITEM A Bonding Arrangements of Depositor:
First Trust Portfolios, L.P. is covered by a Broker's
Fidelity Bond, in the total amount of $2,000,000, the
insurer being National Union Fire Insurance Company of
Pittsburgh.
ITEM B This Registration Statement on Form S-6 comprises the
following papers and documents:
The facing sheet
The Prospectus
The signatures
Exhibits
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, FT 1473 has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Lisle and State of
Illinois on June 21, 2007.
FT 1473
(Registrant)
By: FIRST TRUST PORTFOLIOS, L.P.
(Depositor)
By: Jason T. Henry
Senior Vice President
S-2
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed
below by the following person in the capacity and on the date
indicated:
NAME TITLE* DATE
Judith M. Van Kampen Director )
of The Charger )
Corporation, the ) June 21, 2007
General Partner of )
First Trust )
Portfolios, L.P. )
Karla M. Van Kampen-Pierre Director )
of The Charger )
Corporation, the ) Jason T. Henry
General Partner of ) Attorney-in-Fact**
First Trust )
Portfolios, L.P. )
David G. Wisen Director )
of The Charger )
Corporation, the )
General Partner of )
First Trust )
Portfolios, L.P. )
* The title of the person named herein represents his
or her capacity in and relationship to First Trust
Portfolios, L.P., Depositor.
** An executed copy of the related power of attorney
was filed with the Securities and Exchange Commission in
connection with the Amendment No. 1 to Form S-6 of FT 597
(File No. 333-76518) and the same is hereby incorporated
herein by this reference.
S-3
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2 and 3.3 of the Registration Statement.
CONSENT OF DELOITTE & TOUCHE LLP
The consent of Deloitte & Touche LLP to the use of its name
and to the reference to such firm in the Prospectus included in
this Registration Statement will be filed by amendment.
CONSENT OF FIRST TRUST ADVISORS L.P.
The consent of First Trust Advisors L.P. to the use of its
name in the Prospectus included in the Registration Statement is
filed as Exhibit 4.1 to the Registration Statement.
S-4
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for FT 785
among First Trust Portfolios, L.P., as Depositor, The
Bank of New York, as Trustee and First Trust Advisors
L.P., as Evaluator and Portfolio Supervisor.
(Incorporated by reference to Amendment No. 1 to Form S-6
[File No. 333-110799] filed on behalf of FT 785)
1.1.1* Form of Trust Agreement for FT 1473 among First Trust
Portfolios, L.P., as Depositor, The Bank of New York, as
Trustee and First Trust Advisors L.P., as Evaluator and
Portfolio Supervisor.
1.2 Copy of Certificate of Limited Partnership of First Trust
Portfolios, L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership
Agreement of First Trust Portfolios, L.P. (incorporated
by reference to Amendment No. 1 to Form S-6 [File No.
33-42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
1.4 Copy of Articles of Incorporation of The Charger
Corporation, the general partner of First Trust
Portfolios, L.P., Depositor (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
1.5 Copy of By-Laws of The Charger Corporation, the general
partner of First Trust Portfolios, L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1
filed herewith on page 2 and incorporated herein by reference).
2.2 Copy of Code of Ethics (incorporated by reference to
Amendment No. 1 to form S-6 [File No. 333-31176] filed on behalf
of FT 415).
3.1* Opinion of counsel as to legality of Securities being
registered.
S-5
3.2* Opinion of counsel as to Federal income tax status of
Securities being registered.
3.3* Opinion of counsel as to New York income tax status of
Securities being registered.
4.1* Consent of First Trust Advisors L.P.
6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
7.1 Power of Attorney executed by the Directors listed on
page S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
333-76518] filed on behalf of FT 597).
___________________________________
* To be filed by amendment.
S-6