SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM S-6
For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2
A. Exact Name of Trust: FT 392
B. Name of Depositor: NIKE SECURITIES 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: NIKE SECURITIES L.P.
Attention: James A. Bowen
Suite 300
1001 Warrenville Road
Lisle, Illinois 60532
CHAPMAN & CUTLER
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 NOVEMBER 24, 1999
AS AMENDED DECEMBER 2, 1999
E-INFRASTRUCTURE SELECT PORTFOLIO SERIES
WORLD WIDE WIRELESS SELECT PORTFOLIO SERIES
E-INFRASTRUCTURE PORTFOLIO SERIES
REIT GROWTH & INCOME PORTFOLIO, SERIES 3
WORLD WIDE WIRELESS PORTFOLIO SERIES
FT 392
FT 392 is a series of a unit investment trust, the FT Series. Each of
the five portfolios listed above (each, a "Trust," and collectively, the
"Trusts") is a separate portfolio, or series, of FT 392 consisting of a
diversified portfolio of common stocks ("Securities") issued by
companies in the industry sector or investment focus for which each
Trust is named. The objective of each Trust is to provide above-average
capital appreciation. The e-Infrastructure Select Portfolio Series and
World Wide Wireless Select Portfolio Series (the "Select Portfolio
Series") each has an expected maturity of 18 months. The e-
Infrastructure Portfolio Series, the REIT Growth & Income Portfolio,
Series 3 and the World Wide Wireless Portfolio Series (the "Portfolio
Series") each has an expected maturity of five years.
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 (registered trademark)
1-800-621-9533
The date of this prospectus is ____________, 1999
Page 1
Table of Contents
Summary of Essential Information 3
Fee Table 5
Report of Independent Auditors 7
Statements of Net Assets 8
Schedules of Investments 10
The FT Series 16
Portfolios 17
Risk Factors 19
Portfolio Securities Descriptions 20
Public Offering 22
Distribution of Units 24
The Sponsor's Profits 25
The Secondary Market 25
How We Purchase Units 26
Expenses and Charges 26
Tax Status 27
Retirement Plans 28
Rights of Unit Holders 28
Income and Capital Distributions 29
Redeeming Your Units 30
Removing Securities from a Trust 31
Amending or Terminating the Indenture 31
Information on the Sponsor, Trustee and Evaluator 32
Other Information 33
Page 2
Summary of Essential Information
FT 392
At the Opening of Business on the
Initial Date of Deposit-____________, 1999
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
e-Infrastructure World Wide
Select Portfolio Wireless Select
Series Portfolio Series
____________ ____________
Initial Number of Units (1)
Fractional Undivided Interest
in the Trust per Unit (1) 1/ 1/
Public Offering Price:
Aggregate Offering Price Evaluation
of Securities per Unit (2) $ 9.900 $ 9.900
Maximum Sales Charge of 3.25% of the Public Offering Price per Unit
(3.283% of the net amount invested, exclusive of the deferred sales charge) (3) $ .325 $ .325
Less Deferred Sales Charge per Unit $(.225) $(.225)
Public Offering Price per Unit (4) $10.000 $10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 9.675 $ 9.675
Redemption Price per Unit
(based on aggregate underlying value of Securities less deferred sales charge) (5) $ 9.675 $ 9.675
Cash CUSIP Number
Reinvestment CUSIP Number
Security Code
Mandatory Termination Date (6) June 8, 2001 June 8, 2001
First Settlement Date ____________, 1999
Income Distribution Record Date Fifteenth day of each June and December, commencing June 15, 2000.
Income Distribution Date (7) Last day of each June and December, commencing June 30, 2000.
_____________
<FN>
See "Notes to Summary of Essential Information" on page 4.
</FN>
Page 3
Summary of Essential Information
FT 392
At the Opening of Business on the Initial Date of Deposit-____________,
1999
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
REIT Growth & World Wide
e-Infrastructure Income Portfolio Wireless
Portfolio Series Series 3 Portfolio Series
________________ _______________ ________________
Initial Number of Units (1)
Fractional Undivided Interest in the Trust per Unit (1) 1/ 1/ 1/
Public Offering Price:
Aggregate Offering Price Evaluation
of Securities per Unit (2) $ 9.900 $ 9.900 $ 9.900
Maximum Sales Charge of 4.50% of the Public Offering
Price per Unit (4.545% of the net amount invested,
exclusive of the deferred sales charge) (3) $ .450 $ .450 $ .450
Less Deferred Sales Charge per Unit $ (.350) $ (.350) $ (.350)
Public Offering Price per Unit (4) $ 10.000 $ 10.000 $ 10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 9.550 $ 9.550 $ 9.550
Redemption Price per Unit (based on
aggregate underlying value of Securities
less deferred sales charge) (5) $ 9.550 $ 9.550 $ 9.550
Cash CUSIP Number
Reinvestment CUSIP Number
Security Code
Mandatory Termination Date (6) July 14, 2005 July 14, 2005 July 14, 2005
First Settlement Date ____________, 1999
Income Distribution Record Date Fifteenth day of each June and December, commencing June 15, 2000.
Income Distribution Date (7) Last day of each June and December, commencing June 30, 2000.
______________
<FN>
NOTES TO SUMMARY OF ESSENTIAL INFORMATION
(1) As of the close of business on the Initial Date of Deposit, we may
adjust the number of Units of a 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) 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. 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").
(3) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. See "Fee Tables" and "Public Offering."
(4) 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.
(5) Until the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period, the Sponsor's Initial Repurchase
Price per Unit and the Redemption Price per Unit will include the
estimated organization costs per Unit set forth under "Fee Tables."
After such date, the Sponsor's Repurchase Price and Redemption Price per
Unit will not include such estimated organization costs. See "Redeeming
Your Units."
(6) See "Amending or Terminating the Indenture."
(7) Distributions 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. In any case, we will distribute any funds in the
Capital Account in December of each year.
</FN>
Page 4
Fee Table
This Fee Table describes the fees and expenses that you may, directly or
indirectly, pay if you buy and hold Units of a Trust. See "Public
Offering" and "Expenses and Charges." Although each Select Portfolio
Series has a term of approximately 18 months, and each Portfolio Series
has a term of five years, and each is a unit investment trust rather
than a mutual fund, this information allows you to compare fees.
e-INFRASTRUCTURE WORLD WIDE WIRELESS
SELECT PORTFOLIO SELECT PORTFOLIO
SERIES SERIES
___________________ ___________________
Amount Amount
per Unit per Unit
________ ________
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Initial sales charge imposed on purchase 1.00%(a) $ .100 1.00%(a) $ .100
Deferred sales charge 2.25%(b) .225 2.25%(b) .225
_____ ______ _____ ______
Maximum sales charge 3.25% $ .325 3.25% $ .325
===== ====== ===== ======
Maximum sales charge imposed on reinvested
dividends 2.25%(c) $ .225 2.25%(c) $ .225
===== ====== ===== ======
Organization Costs
(as a percentage of public offering price)
Estimated organization costs .260%(d) $.0260 .260%(d) $.0260
===== ====== ===== ======
Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
Portfolio supervision, bookkeeping,
administrative and evaluation fees .079% $.0080 .079% $.0080
Trustee's fee and other operating expenses .116%(e) .0117 .116%(e) .0117
_____ ______ _____ ______
Total .195% $.0197 .195% $.0197
===== ====== ===== ======
REIT GROWTH &
e-INFRASTRUCTURE INCOME PORTFOLIO WORLD WIDE WIRELESS
PORTFOLIO SERIES SERIES 3 PORTFOLIO SERIES
______________________ ____________________ ___________________
Amount Amount Amount
per Unit per Unit per Unit
_________ ________ ________
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Initial sales charge imposed on purchase 1.00%(a) $ .100 1.00%(a) $ .100 1.00%(a) $ .100
Deferred sales charge 3.50%(b) .350 3.50%(b) .350 3.50%(b) .350
_____ ______ _____ ______ _____ ______
Maximum sales charge 4.50% $ .450 4.50% $ .450 4.50% $ .450
===== ====== ===== ====== ===== ======
Maximum sales charge imposed on
reinvested dividends 3.50%(c) $ .350 3.50%(c) $ .350 3.50%(c) $ .350
===== ====== ===== ====== ===== ======
Organization Costs
(as a percentage of public offering price)
Estimated organization costs .225%(d) $.0225 .225%(d) $.0225 .225%(d) $.0225
===== ====== ===== ====== ===== ======
Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
Portfolio supervision, bookkeeping,
administrative and evaluation fees .100% $.0098 .100% $.0098 .100% $.0098
Trustee's fee and other operating expenses .152%(e) .0149 .152%(e) .0149 .152%(e) .0149
_____ ______ _____ ______ _____ ______
Total .252% $.0247 .252% $.0247 .252% $.0247
===== ====== ===== ====== ===== ======
Page 5
Example
This example is intended to help you compare the cost of investing in a
Trust with the cost of investing in other investment products. The
example assumes that you invest $10,000 in a Trust for the periods shown
and sell all your Units at the end of those periods. The example also
assumes a 5% return on your investment each year and that a Trust's
operating expenses stay the same. Although your actual costs may vary,
based on these assumptions your costs would be:
1 Year 18 Months (f) 3 Years 5 Years
__________ __________ __________ __________
e-Infrastructure Select Portfolio Series $371 $381 $ - $ -
World Wide Wireless Select Portfolio Series 371 381 - -
e-Infrastructure Portfolio Series 498 N.A. 549 606
REIT Growth & Income Portfolio, Series 3 498 N.A. 549 606
World Wide Wireless Portfolio Series 498 N.A. 549 606
The example will not differ if you hold rather than sell your Units at
the end of each period. The example does not reflect sales charges on
reinvested dividends and other distributions. If these sales charges
were included, your costs would be higher.
_____________
<FN>
(a) The amount of the initial sales charge will vary depending on the
purchase price of your Units. The amount of the initial sales charge is
actually the difference between the maximum sales charge of 3.25% of the
Public Offering Price for each Select Portfolio Series (4.50% in the
case of each Portfolio Series), and the maximum remaining deferred sales
charge (initially $.225 per Unit for each Select Portfolio Series and
$.35 per Unit for each Portfolio Series). When the Public Offering Price
exceeds $10.00 per Unit, the initial sales charge will exceed 1.00% of
the Public Offering Price per Unit.
(b) The deferred sales charge is a fixed dollar amount equal to $.225
per Unit for each Select Portfolio Series and $.35 per Unit for each
Portfolio Series, which will be deducted in monthly installments of
$.045 per Unit for each Select Portfolio Series and $.07 per Unit for
each Portfolio Series on the 20th day of each month (or the preceding
business day if the 20th day is not a business day) from July 20, 2000
through November 20, 2000. If you buy Units at a price of less than
$10.00 per Unit, the dollar amount of the deferred sales charge will not
change but the deferred sales charge on a percentage basis will be more
than 2.25% of the Public Offering Price for each Select Portfolio Series
or more than 3.50% for each Portfolio Series. If you purchase Units
after the first deferred sales charge payment has been deducted, your
purchase price will include both the initial sales charge and any
remaining deferred sales charge payments. 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.
(c) Reinvested dividends will be subject only to the deferred sales
charge remaining at the time of reinvestment. See "Income and Capital
Distributions."
(d) You will bear all or a portion of the costs incurred in organizing
your respective Trust. These estimated organization costs are included
in the price you pay for your Units and will be deducted from the assets
of a Trust at the earlier of six months after the Initial Date of
Deposit or the end of the initial offering period.
(e) For the e-Portfolio Series, other operating expenses include the
costs incurred by each Portfolio Series for annually updating those
Trusts' registration statements. Other operating expenses do not,
however, include brokerage costs and other portfolio transaction fees
for any of the Trusts. In certain circumstances the Trusts may incur
additional expenses not set forth above. See "Expenses and Charges."
(f)For each Select Portfolio Series, the Example represents the
estimated costs incurred through each Trust's approximate 18-month life.
</FN>
Page 6
Report of Independent Auditors
The Sponsor, Nike Securities L.P., and Unit Holders
FT 392
We have audited the accompanying statements of net assets, including the
schedules of investments, of FT 392, comprised of the e-Infrastructure
Select Portfolio Series; World Wide Wireless Select Portfolio Series; e-
Infrastructure Portfolio Series; REIT Growth & Income Portfolio, Series
3; and World Wide Wireless Portfolio Series as of the opening of
business on ____________, 1999. These statements of net assets are the
responsibility of the Trusts' Sponsor. Our responsibility is to express
an opinion on these statements of net assets based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statements of net assets
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
statements of net assets. Our procedures included confirmation of the
letter of credit allocated among the Trusts on ____________, 1999. An
audit also includes assessing the accounting principles used and
significant estimates made by the Sponsor, as well as evaluating the
overall presentation of the statements of net assets. We believe that
our audit of the statements of net assets provides a reasonable basis
for our opinion.
In our opinion, the statements of net assets referred to above present
fairly, in all material respects, the financial position of FT 392,
comprised of the e-Infrastructure Select Portfolio Series; World Wide
Wireless Select Portfolio Series; e-Infrastructure Portfolio Series;
REIT Growth & Income Portfolio, Series 3; and World Wide Wireless
Portfolio Series at the opening of business on ____________, 1999 in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
____________, 1999
Page 7
Statements of Net Assets
FT 392
At the Opening of Business on the
Initial Date of Deposit-____________, 1999
e-Infrastructure World Wide
Select Portfolio Wireless Select
Series Portfolio Series
_________________ ________________
NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $ $
Less liability for reimbursement to Sponsor for organization costs (3) ( ) ( )
Less liability for deferred sales charge (4) ( ) ( )
________ ________
Net assets $ $
======== ========
Units outstanding
ANALYSIS OF NET ASSETS
Cost to investors (5) $ $
Less maximum sales charge (5) ( ) ( )
Less estimated reimbursement to Sponsor for organization costs (3) ( ) ( )
________ ________
Net assets $ $
======== ========
______________
<FN>
See "Notes to Statements of Net Assets" on page 9.
</FN>
Page 8
Statements of Net Assets (cont'd.)
FT 392
At the Opening of Business on the Initial Date of Deposit-____________,
1999
e-Infrastructure REIT Growth & World Wide
Portfolio Income Portfolio Wireless
Series Series 3 Portfolio Series
________________ ________________ ________________
NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $ $ $
Less liability for reimbursement to Sponsor
for organization costs (3) ( ) ( ) ( )
Less liability for deferred sales charge (4) ( ) ( ) ( )
________ ________ ________
Net assets $ $ $
======== ======== ========
Units outstanding
ANALYSIS OF NET ASSETS
Cost to investors (5) $ $ $
Less maximum sales charge (5) ( ) ( ) ( )
Less estimated reimbursement to Sponsor
for organization costs (3) ( ) ( ) ( )
________ ________ ________
Net assets $ $ $
======== ========
_____________
<FN>
NOTES TO STATEMENTS OF NET ASSETS
(1) Aggregate cost of the Securities listed under "Schedule of
Investments" for each Trust is based on their aggregate underlying value.
(2) An irrevocable letter of credit issued by The Chase Manhattan Bank,
of which $1,000,000 will be allocated among each of the five Trusts in
FT 392, 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 Trusts. These costs have been estimated at $.0260 per
Unit for each Select Portfolio Series and $.0225 per Unit for each
Portfolio Series. A payment will be made at the earlier of six months
after the Initial Date of Deposit or 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 a 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 such Trust.
(4) Represents the amount of mandatory deferred sales charge
distributions of $.225 per Unit in the case of each Select Portfolio
Series, or $.35 per Unit in the case of each Portfolio Series, payable
to us in five equal monthly installments beginning on July 20, 2000 and
on the twentieth day of each month thereafter (or if such date is not a
business day, on the preceding business day) through November 20, 2000.
If you redeem your Units before November 20, 2000 you will have to pay
the remaining amount of the deferred sales charge applicable to such
Units when you redeem them.
(5) The aggregate cost to investors includes a maximum sales charge
(comprised of an initial sales charge and a deferred sales charge)
computed at the rate of 3.25% of the Public Offering Price per Unit for
each Select Portfolio Series (equivalent to 3.283% of the net amount
invested, exclusive of the deferred sales charge) or 4.50% of the Public
Offering Price per Unit for each Portfolio Series (equivalent to 4.545%
of the net amount invested, exclusive of the deferred sales charge),
assuming no reduction of sales charge as set forth under "Public
Offering."
</FN>
Page 9
Schedule of Investments
E-INFRASTRUCTURE SELECT PORTFOLIO SERIES
FT 392
At the Opening of Business on the
Initial Date of Deposit-____________, 1999
Approximate
Percentage Market Cost of
Number Ticker Symbol and of Aggregate Value per Securities to
of Shares Name of Issuer of Securities (1) OfferingPrice (3) Share the Trust (2)
_________ _____________________________________ _________________ _________ _____________
Access/Information Providers
____________________________
AOL America Online, Inc. % $ $
T AT&T Corp. %
WCOM MCI WorldCom, Inc. %
QWST Qwest Communications International Inc. %
Data Networking/Communications Equipment
________________________________________
CSCO Cisco Systems, Inc. %
CNXT Conexant Systems, Inc. %
CMTN Copper Mountain Networks, Inc. %
LU Lucent Technologies Inc. %
NT Nortel Networks Corporation (4) %
TLAB Tellabs, Inc. %
Computers & Peripherals
_______________________
DELL Dell Computer Corporation %
EMC EMC Corporation %
HWP Hewlett-Packard Company %
INTC Intel Corporation %
IBM International Business Machines Corporation %
SUNW Sun Microsystems, Inc. %
Software
________
BVSN BroadVision, Inc. %
CHKP Check Point Software Technologies Ltd. (4) %
EXDS Exodus Communications, Inc. %
MSFT Microsoft Corporation %
ORCL Oracle Corporation %
RNWK RealNetworks, Inc. %
VRSN VeriSign, Inc. %
Venture Capital
_______________
CMGI CMGI Inc. %
ICGE Internet Capital Group, Inc. %
______ _________
Total Investments 100% $
====== =========
_____________
<FN>
See "Notes to Schedules of Investments" on page 14.
</FN>
Page 10
Schedule of Investments
World Wide Wireless Select Portfolio Series
FT 392
At the Opening of Business on the Initial Date of Deposit-____________,
1999
Approximate
Percentage
Number of Aggregate Market Cost of
of Ticker Symbol and Offering Value per Securities to
Shares Name of Issuer of Securities (1) Price (3) Share the Trust (2)
______ _______________________________________ __________ _________ _________
Communication Services (Domestic)
_________________________________
AT ALLTEL Corporation % $ $
T AT&T Corp. %
BEL Bell Atlantic Corporation %
NXTL Nextel Communications, Inc. (Class A) %
SBC SBC Communications Inc. %
FON Sprint Corporation (FON Group) %
USM United States Cellular Corporation %
VSTR VoiceStream Wireless Corporation %
Communication Services (International)
______________________________________
CWP Cable & Wireless Plc (ADR) %
CHL China Telecom (Hong Kong) %
DT Deutsche Telekom AG (ADR) %
MICC Millicom International Cellular S.A. (4) %
NMCNY NTT Mobile Communications Network, Inc. (ADR) %
TI Telecom Italia SpA (ADR) %
TEF Telefonica S.A. (ADR) %
VOD Vodafone AirTouch Plc (ADR) %
Communications Equipment
________________________
CNXT Conexant Systems, Inc. %
ERICY LM Ericsson AB (ADR) %
HLIT Harmonic Inc. %
LU Lucent Technologies Inc. %
MOT Motorola, Inc. %
NOK Nokia Oy (ADR) %
NT Nortel Networks Corporation (4) %
PWAV Powerwave Technologies, Inc. %
QCOM QUALCOMM Incorporated %
______ ________
Total Investments 100% $
====== ========
_________________
<FN>
See "Notes to Schedules of Investments" on page 14.
</FN>
Page 11
Schedule of Investments
e-Infrastructure Portfolio Series
FT 392
At the Opening of Business on the
Initial Date of Deposit-____________, 1999
Approximate
Percentage Market Cost of
Number Ticker Symbol and of Aggregate Value per Securities to
of Shares Name of Issuer of Securities (1) Offering Price (3) Share the Trust (2)
_______ _______________________________________ __________________ _________ _____________
Access/Information Providers
____________________________
AOL America Online, Inc. % $ $
T AT&T Corp. %
WCOM MCI WorldCom, Inc. %
QWST Qwest Communications International Inc. %
Data Networking/Communications Equipment
________________________________________
CSCO Cisco Systems, Inc. %
CNXT Conexant Systems, Inc. %
CMTN Copper Mountain Networks, Inc. %
LU Lucent Technologies Inc. %
NT Nortel Networks Corporation (4) %
TLAB Tellabs, Inc. %
Computers & Peripherals
_______________________
DELL Dell Computer Corporation %
EMC EMC Corporation %
HWP Hewlett-Packard Company %
INTC Intel Corporation %
IBM International Business Machines Corporation %
SUNW Sun Microsystems, Inc. %
Software
________
BVSN BroadVision, Inc. %
CHKP Check Point Software Technologies Ltd. (4) %
EXDS Exodus Communications, Inc. %
MSFT Microsoft Corporation %
ORCL Oracle Corporation %
RNWK RealNetworks, Inc. %
VRSN VeriSign, Inc. %
Venture Capital
_______________
CMGI CMGI Inc. %
ICGE Internet Capital Group, Inc. %
______ ________
Total Investments 100% $
====== =======
_____________
<FN>
See "Notes to Schedules of Investments" on page 14.
</FN>
Page 12
Schedule of Investments
REIT Growth & Income Portfolio, Series 3
FT 392
At the Opening of Business on the
Initial Date of Deposit-____________, 1999
Approximate
Percentage
Number of Aggregate Market Cost o
of Ticker Symbol and Offering Value per Securities to
Shares Name of Issuer of Securities (1) Price (3) Share the Trust (2)
______ _______________________________________ __________ _________ _____________
ARE Alexandria Real Estate Equities, Inc. % $ $
AIV Apartment Investment & Management Company (Class A) %
ASN Archstone Communities Trust %
AVB Avalonbay Communities, Inc. %
BED Bedford Property Investors, Inc. %
BDN Brandywine Realty Trust %
CBL CBL & Associates Properties, Inc. %
CARS Capital Automotive REIT %
CEI Crescent Real Estate Equities Company %
DDR Developers Diversified Realty Corporation %
ESS Essex Property Trust, Inc. %
FCH FelCor Lodging Trust Inc. %
FR First Industrial Realty Trust, Inc. %
GGP General Growth Properties, Inc. %
GLB Glenborough Realty Trust Incorporated %
HMT Host Marriott Corporation %
CLI Mack-Cali Realty Corporation %
NHP Nationwide Health Properties, Inc. %
OHI OMEGA Healthcare Investors, Inc. %
PNP Pan Pacific Retail Properties, Inc. %
PPS Post Properties, Inc. %
PLD ProLogis Trust %
RA Reckson Associates Realty Corporation %
SUS Storage USA, Inc. %
SUI Sun Communities, Inc. %
______ ________
Total Investments 100% $
====== ========
_________________
<FN>
See "Notes to Schedules of Investments" on page 14.
</FN>
Page 13
Schedule of Investments
World Wide Wireless Portfolio Series
FT 392
At the Opening of Business on the
Initial Date of Deposit-____________, 1999
Approximate
Percentage
of Aggregate Market Cost of
Number Ticker Symbol and Offering Value per Securities to
of Shares Name of Issuer of Securities (1) Price (3) Share the Trust (2)
_______ _______________________________________ __________ _________ _____________
Communication Services (Domestic)
_________________________________
AT ALLTEL Corporation % $ $
T AT&T Corp. %
BEL Bell Atlantic Corporation %
NXTL Nextel Communications, Inc. (Class A) %
SBC SBC Communications Inc. %
FON Sprint Corporation (FON Group) %
USM United States Cellular Corporation %
VSTR VoiceStream Wireless Corporation %
Communication Services (International)
______________________________________
CWP Cable & Wireless Plc (ADR) %
CHL China Telecom (Hong Kong) %
DT Deutsche Telekom AG (ADR) %
MICC Millicom International Cellular S.A. (4) %
NMCNY NTT Mobile Communications Network, Inc. (ADR) (4) %
TI Telecom Italia SpA (ADR) %
TEF Telefonica S.A. (ADR) %
VOD Vodafone AirTouch Plc (ADR) %
Communications Equipment
________________________
CNXT Conexant Systems, Inc. %
ERICY LM Ericsson AB (ADR) %
HLIT Harmonic Inc. %
LU Lucent Technologies Inc. %
MOT Motorola, Inc. %
NOK Nokia Oy (ADR) %
NT Nortel Networks Corporation (4) %
PWAV Powerwave Technologies, Inc. %
QCOM QUALCOMM Incorporated %
______ ________
Total Investments 100% $
====== =======
_____________
<FN>
NOTES TO SCHEDULES 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. We entered into purchase contracts for the
Securities on ____________, 1999. Each Select Portfolio Series has a
Mandatory Termination Date of June 8, 2001. Each Portfolio Series has a
Mandatory Termination Date of July 14, 2005.
(2)The cost of the Securities to a 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 the over-the-counter traded Securities at the Evaluation
Time on the business day preceding the Initial Date of Deposit). The
valuation of the Securities has been determined by the Evaluator, an
affiliate of ours. The cost of the Securities to us and our profit or
loss (which is the difference between the cost of the Securities to us
and the cost of the Securities to a Trust) are set forth below:
Cost of
Securities Profit
to Sponsor (Loss)
_________ _______
e-Infrastructure Select Portfolio Series $ $
World Wide Wireless Select Portfolio Series
e-Infrastructure Portfolio Series
REIT Growth & Income Portfolio, Series 3
World Wide Wireless Portfolio Series
(3)The portfolio may contain additional Securities each of which will
not exceed approximately __% of the Aggregate Offering Price. Although
it is not the Sponsor's intention, certain of the Securities listed
above may not be included in the final portfolio. Also, the percentages
of the Aggregate Offering Price for the Securities are approximate
amounts and may vary in the final portfolio.
(4)This Security represents the common stock of a foreign company which
trades directly on a U.S. national securities exchange.
</FN>
Page 15
SUBJECT TO COMPLETION DATED NOVEMBER 24, 1999
AS AMENDED DECEMBER 2, 1999
E-INFRASTRUCTURE SELECT PORTFOLIO SERIES
WORLD WIDE WIRELESS SELECT PORTFOLIO SERIES
E-INFRASTRUCTURE PORTFOLIO SERIES
WORLD WIDE WIRELESS PORTFOLIO SERIES
FT 392
FT 392 is a series of a unit investment trust, the FT Series. Each of
the four portfolios listed above (each, a "Trust," and collectively, the
"Trusts") is a separate portfolio, or series, of FT 392 consisting of a
diversified portfolio of common stocks ("Securities") issued by
companies in the industry sector or investment focus for which each
Trust is named. The objective of each Trust is to provide above-average
capital appreciation. The e-Infrastructure Select Portfolio Series and
World Wide Wireless Select Portfolio Series (the "Select Portfolio
Series") each has an expected maturity of 18 months. The e-
Infrastructure Portfolio Series and the World Wide Wireless Portfolio
Series (the "Portfolio Series") each has an expected maturity of five
years.
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 (registered trademark)
1-800-621-9533
The date of this prospectus is ____________, 1999
Page 1
Table of Contents
Summary of Essential Information 3
Fee Table 5
Report of Independent Auditors 7
Statements of Net Assets 8
Schedules of Investments 10
The FT Series 15
Portfolios 16
Risk Factors 17
Portfolio Securities Descriptions 18
Public Offering 19
Distribution of Units 21
The Sponsor's Profits 23
The Secondary Market 23
How We Purchase Units 23
Expenses and Charges 23
Tax Status 24
Retirement Plans 25
Rights of Unit Holders 25
Income and Capital Distributions 26
Redeeming Your Units 27
Removing Securities from a Trust 28
Amending or Terminating the Indenture 28
Information on the Sponsor, Trustee and Evaluator 29
Other Information 30
Page 2
Summary of Essential Information
FT 392
At the Opening of Business on the
Initial Date of Deposit-____________, 1999
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
e-Infrastructure World Wide
Select Portfolio Wireless Select
Series Portfolio Series
________________ ________________
Initial Number of Units (1)
Fractional Undivided Interest
in the Trust per Unit (1) 1/ 1/
Public Offering Price:
Aggregate Offering Price Evaluation
of Securities per Unit (2) $ 9.900 $ 9.900
Maximum Sales Charge of 3.25% of the Public Offering Price per Unit
(3.283% of the net amount invested, exclusive of the deferred sales charge) (3) $ .325 $ .325
Less Deferred Sales Charge per Unit $ (.225) $ (.225)
Public Offering Price per Unit (4) $10.000 $10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 9.675 $ 9.675
Redemption Price per Unit
(based on aggregate underlying value of Securities less deferred sales charge) (5) $ 9.675 $ 9.675
Cash CUSIP Number
Reinvestment CUSIP Number
Security Code
Mandatory Termination Date (6) June 8, 2001 June 8, 2001
First Settlement Date ____________, 1999
Income Distribution Record Date Fifteenth day of each June and December, commencing June 15, 2000.
Income Distribution Date (7) Last day of each June and December, commencing June 30, 2000.
_____________
<FN>
See "Notes to Summary of Essential Information" on page 4.
</FN>
Page 3
Summary of Essential Information
FT 392
At the Opening of Business on the Initial Date of Deposit-____________,
1999
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
REIT Growth &
e-Infrastructure Income Portfolio World Wide Wireless
Portfolio Series Series 3 Portfolio Series
________________ _________________ ___________________
Initial Number of Units (1)
Fractional Undivided Interest in the Trust per Unit (1) 1/ 1/ 1/
Public Offering Price:
Aggregate Offering Price Evaluation
of Securities per Unit (2) $ 9.900 $ 9.900 $ 9.900
Maximum Sales Charge of 4.50% of the Public Offering
Price per Unit (4.545% of the net amount invested,
exclusive of the deferred sales charge) (3) $ .450 $ .450 $ .450
Less Deferred Sales Charge per Unit $ (.350) $ (.350) $ (.350)
Public Offering Price per Unit (4) $ 10.000 $ 10.000 $ 10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 9.550 $ 9.550 $ 9.550
Redemption Price per Unit (based on
aggregate underlying value of Securities
less deferred sales charge) (5) $ 9.550 $ 9.550 $ 9.550
Cash CUSIP Number
Reinvestment CUSIP Number
Security Code
Mandatory Termination Date (6) July 14, 2005 July 14, 2005 July 14, 2005
First Settlement Date ____________, 1999
Income Distribution Record Date Fifteenth day of each June and December, commencing June 15, 2000.
Income Distribution Date (7) Last day of each June and December, commencing June 30, 2000.
______________
<FN>
NOTES TO SUMMARY OF ESSENTIAL INFORMATION
(1) As of the close of business on the Initial Date of Deposit, we may
adjust the number of Units of a 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) 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. 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").
(3) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. See "Fee Tables" and "Public Offering."
(4) 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.
(5) Until the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period, the Sponsor's Initial Repurchase
Price per Unit and the Redemption Price per Unit will include the
estimated organization costs per Unit set forth under "Fee Tables."
After such date, the Sponsor's Repurchase Price and Redemption Price per
Unit will not include such estimated organization costs. See "Redeeming
Your Units."
(6) See "Amending or Terminating the Indenture."
(7) Distributions 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. In any case, we will distribute any funds in the
Capital Account in December of each year.
</FN>
Page 4
Fee Table
This Fee Table describes the fees and expenses that you may, directly or
indirectly, pay if you buy and hold Units of a Trust. See "Public
Offering" and "Expenses and Charges." Although each Select Portfolio
Series has a term of approximately 18 months, and each Portfolio Series
has a term of five years, and each is a unit investment trust rather
than a mutual fund, this information allows you to compare fees.
e-INFRASTRUCTURE WORLD WIDE WIRELESS
SELECT PORTFOLIO SELECT PORTFOLIO
SERIES SERIES
___________________ ___________________
Amount Amount
per Unit per Unit
________ ________
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Initial sales charge imposed on purchase 1.00%(a) $ .100 1.00%(a) $ .100
Deferred sales charge 2.25%(b) .225 2.25%(b) .225
_____ ______ _____ ______
Maximum sales charge 3.25% $ .325 3.25% $ .325
===== ====== ===== ======
Maximum sales charge imposed on reinvested
dividends 2.25%(c) $ .225 2.25%(c) $ .225
===== ====== ===== ======
Organization Costs
(as a percentage of public offering price)
Estimated organization costs .260%(d) $.0260 .260%(d) $.0260
===== ====== ===== ======
Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
Portfolio supervision, bookkeeping,
administrative and evaluation fees .079% $.0080 .079% $.0080
Trustee's fee and other operating expenses .116%(e) .0117 .116%(e) .0117
_____ ______ _____ ______
Total .195% $.0197 .195% $.0197
===== ====== ===== ======
REIT GROWTH &
e-INFRASTRUCTURE INCOME PORTFOLIO WORLD WIDE WIRELESS
PORTFOLIO SERIES SERIES 3 PORTFOLIO SERIES
______________________ ____________________ ___________________
Amount Amount Amount
per Unit per Unit per Unit
_________ ________ ________
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Initial sales charge imposed on purchase 1.00%(a) $ .100 1.00%(a) $ .100 1.00%(a) $ .100
Deferred sales charge 3.50%(b) .350 3.50%(b) .350 3.50%(b) .350
_____ ______ _____ ______ _____ ______
Maximum sales charge 4.50% $ .450 4.50% $ .450 4.50% $ .450
===== ====== ===== ====== ===== ======
Maximum sales charge imposed on
reinvested dividends 3.50%(c) $ .350 3.50%(c) $ .350 3.50%(c) $ .350
===== ====== ===== ====== ===== ======
Organization Costs
(as a percentage of public offering price)
Estimated organization costs .225%(d) $.0225 .225%(d) $.0225 .225%(d) $.0225
===== ====== ===== ====== ===== ======
Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
Portfolio supervision, bookkeeping,
administrative and evaluation fees .100% $.0098 .100% $.0098 .100% $.0098
Trustee's fee and other operating expenses .152%(e) .0149 .152%(e) .0149 .152%(e) .0149
_____ ______ _____ ______ _____ ______
Total .252% $.0247 .252% $.0247 .252% $.0247
===== ====== ===== ====== ===== ======
Page 6
Example
This example is intended to help you compare the cost of investing in a
Trust with the cost of investing in other investment products. The
example assumes that you invest $10,000 in a Trust for the periods shown
and sell all your Units at the end of those periods. The example also
assumes a 5% return on your investment each year and that a Trust's
operating expenses stay the same. Although your actual costs may vary,
based on these assumptions your costs would be:
1 Year 18 Months (f) 3 Years 5 Years
______ _____________ _______ _______
e-Infrastructure Select Portfolio Series $371 $381 $ - $ -
World Wide Wireless Select Portfolio Series 371 381 - -
e-Infrastructure Portfolio Series 498 N.A. 549 606
REIT Growth & Income Portfolio, Series 3 498 N.A. 549 606
World Wide Wireless Portfolio Series 498 N.A. 549 606
The example will not differ if you hold rather than sell your Units at
the end of each period. The example does not reflect sales charges on
reinvested dividends and other distributions. If these sales charges
were included, your costs would be higher.
_____________
<FN>
(a) The amount of the initial sales charge will vary depending on the
purchase price of your Units. The amount of the initial sales charge is
actually the difference between the maximum sales charge of 3.25% of the
Public Offering Price for each Select Portfolio Series (4.50% in the
case of each Portfolio Series), and the maximum remaining deferred sales
charge (initially $.225 per Unit for each Select Portfolio Series and
$.35 per Unit for each Portfolio Series). When the Public Offering Price
exceeds $10.00 per Unit, the initial sales charge will exceed 1.00% of
the Public Offering Price per Unit.
(b) The deferred sales charge is a fixed dollar amount equal to $.225
per Unit for each Select Portfolio Series and $.35 per Unit for each
Portfolio Series, which will be deducted in monthly installments of
$.045 per Unit for each Select Portfolio Series and $.07 per Unit for
each Portfolio Series on the 20th day of each month (or the preceding
business day if the 20th day is not a business day) from July 20, 2000
through November 20, 2000. If you buy Units at a price of less than
$10.00 per Unit, the dollar amount of the deferred sales charge will not
change but the deferred sales charge on a percentage basis will be more
than 2.25% of the Public Offering Price for each Select Portfolio Series
or more than 3.50% for each Portfolio Series. If you purchase Units
after the first deferred sales charge payment has been deducted, your
purchase price will include both the initial sales charge and any
remaining deferred sales charge payments. 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.
(c) Reinvested dividends will be subject only to the deferred sales
charge remaining at the time of reinvestment. See "Income and Capital
Distributions."
(d) You will bear all or a portion of the costs incurred in organizing
your respective Trust. These estimated organization costs are included
in the price you pay for your Units and will be deducted from the assets
of a Trust at the earlier of six months after the Initial Date of
Deposit or the end of the initial offering period.
(e) For the Portfolio Series, other operating expenses include the
costs incurred by each Portfolio Series for annually updating those
Trusts' registration statements. Other operating expenses do not,
however, include brokerage costs and other portfolio transaction fees
for any of the Trusts. In certain circumstances the Trusts may incur
additional expenses not set forth above. See "Expenses and Charges."
(f)For each Select Portfolio Series, the Example represents the
estimated costs incurred through each Trust's approximate 18-month life.
</FN>
Page 6
Report of Independent Auditors
The Sponsor, Nike Securities L.P., and Unit Holders
FT 392
We have audited the accompanying statements of net assets, including the
schedules of investments, of FT 392, comprised of the e-Infrastructure
Select Portfolio Series; World Wide Wireless Select Portfolio Series; e-
Infrastructure Portfolio Series; REIT Growth & Income Portfolio, Series
3; and World Wide Wireless Portfolio Series as of the opening of
business on ____________, 1999. These statements of net assets are the
responsibility of the Trusts' Sponsor. Our responsibility is to express
an opinion on these statements of net assets based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statements of net assets
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
statements of net assets. Our procedures included confirmation of the
letter of credit allocated among the Trusts on ____________, 1999. An
audit also includes assessing the accounting principles used and
significant estimates made by the Sponsor, as well as evaluating the
overall presentation of the statements of net assets. We believe that
our audit of the statements of net assets provides a reasonable basis
for our opinion.
In our opinion, the statements of net assets referred to above present
fairly, in all material respects, the financial position of FT 392,
comprised of the e-Infrastructure Select Portfolio Series; World Wide
Wireless Select Portfolio Series; e-Infrastructure Portfolio Series;
REIT Growth & Income Portfolio, Series 3; and World Wide Wireless
Portfolio Series at the opening of business on ____________, 1999 in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
____________, 1999
Page 7
The FT Series
The FT Series Defined.
We, Nike Securities L.P. (the "Sponsor"), have created several similar
yet separate series of a unit investment trust which we have named the
FT Series. We designate each of these series of the FT Series with a
different series number. Each of the following is a separate portfolio,
or series, of FT 392:
- - e-Infrastructure Select Portfolio Series
- - World Wide Wireless Select Portfolio Series
- - e-Infrastructure Portfolio Series
- - REIT Growth & Income Portfolio, Series 3
- - World Wide Wireless Portfolio Series
YOU MAY GET MORE SPECIFIC DETAILS CONCERNING THE NATURE, STRUCTURE AND
RISKS OF THIS PRODUCT IN AN "INFORMATION SUPPLEMENT" BY CALLING THE
TRUSTEE AT 1-800-682-7520.
Mandatory Termination Date.
Each Trust will terminate on the Mandatory Termination Date set forth in
the "Summary of Essential Information" for each Trust. Each 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 Nike Securities L.P., as Sponsor, The Chase Manhattan
Bank as Trustee and First Trust Advisors L.P. as Portfolio Supervisor
and Evaluator, governs the operation of the Trusts.
How We Created the Trusts.
On the Initial Date of Deposit, we deposited contracts to buy the
Securities with the Trustee and in turn, the Trustee delivered documents
to us representing our ownership of the Trusts in the form of units
("Units").
With our deposit of Securities on the Initial Date of Deposit we
established a percentage relationship among the Securities in each
Trust's portfolio, as stated under "Schedule of Investments" for each
Trust. After the Initial Date of Deposit, we may deposit additional
Securities in the Trusts, or cash (including a letter of credit) 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, and not the percentage relationship
existing on the day we are creating Units, since the two may differ.
This difference may be due to the sale, redemption or liquidation of any
of the Securities.
Since the prices of the Securities will fluctuate daily, the ratio of
Securities in the Trusts, 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 a
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 Trusts pay the associated brokerage fees. To
reduce this dilution, the Trusts will try to buy the Securities as close
to the Evaluation Time and as close to the evaluation price as possible.
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
Trusts to buy Securities. If we or an affiliate of ours act as agent to
the Trusts, we will be subject to the restrictions under the Investment
Company Act of 1940, as amended.
We cannot guarantee that a 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 Trusts. 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 a Trust fails, unless we can purchase
substitute Securities ("Replacement Securities"), we will refund to you
that portion of the purchase price and sales charge resulting from the
failed contract on the next Income Distribution Date. Any Replacement
Security a Trust acquires will be identical to those from the failed
contract.
Page 16
Portfolios
Objectives.
The objective of each Trust is to provide investors with the potential
for above-average capital appreciation through an investment in a
diversified portfolio of common stocks of companies in the industry
sector or investment focus for which the Trust is named. A diversified
portfolio helps to offset the risks normally associated with such an
investment, although it does not eliminate them entirely. The companies
selected for the Trusts have been researched and evaluated using
database screening techniques, fundamental analysis, and the judgment of
the Sponsor's research analysts. Each Select Portfolio Series has an
expected maturity of 18 months whereas each Portfolio Series has an
expected maturity of five years.
e-Infrastructure Select Portfolio Series and e-Infrastructure Portfolio
Series each consist of a portfolio of common stocks of technology
companies which provide the infrastructure which helped build the
Internet.
As you probably know by now, the Internet has evolved into much more
than just the "information superhighway"; it is also a place where
individuals and companies can transact business. In fact, some companies
believe so strongly in the future of e-commerce that they have abandoned
the more traditional business models that favor bricks-and-mortar selling.
The good news for investors is that the Internet's infrastructure is
supported by a relatively small universe of high-tech companies
representing the following industries: computer hardware, software,
networking and telecom services. These companies are responsible for
providing the kind of cutting-edge technology needed to deliver such
popular Internet services as high-speed access, video downloads and e-
mail.
Consider the following factors:
- - The average e-commerce Web site costs $1 million to develop and takes
five months to complete. When you consider the need for ongoing products
and services, infrastructure is big business.
- - The Internet economy, though still in its formative stages, generated
approximately $300 billion in revenue in the United States in 1998. To
put this new economy into perspective, the auto and telecommunications
industries, far more mature, generated approximately $350 and $270
billion of revenue, respectively, over the same period.
- - Capital investment in the Internet server market has risen
dramatically over the past three years. Internet server revenue has
jumped from approximately $1.7 billion in 1996 to approximately $13.3
billion in 1998. As the Internet grows, the demand for servers has the
potential to grow as well.
- - Communications companies presently carry nearly 30 times more voice
traffic than data. Thanks to the Internet, data traffic is expected to
surpass voice communications in the years ahead.
Information Technology (IT) equipment spending continues to be the
largest category of industrial spending for all types of capital
equipment. Between 1993 and 1998, on an inflation adjusted basis, IT
equipment spending accounted for more than half of the growth in
equipment spending.
e-Commerce Fuels Innovation. Technology and the Internet have played an
integral part in the economic prosperity enjoyed by the United States
during the 1990s. The anticipated growth in e-commerce has the potential
to continue fueling the need for more technological innovation as
businesses of all sizes embrace the concept of transacting business
online. When you consider that there are over 100 million people
connected to the Web worldwide, it only makes sense to consider
investing in the companies that make it all possible.
REIT Growth & Income Portfolio, Series 3 consists of a portfolio of
common stocks of Real Estate Investment Trusts ("REITs").
A REIT is a company that buys, develops, and manages income producing
real estate such as apartments, shopping centers, offices, and
warehouses. In short, a REIT is a corporation that pools the capital of
many investors to purchase all forms of real estate.
The Trust invests in a number of these REITs, offering a simple and
convenient way to achieve a diversified portfolio with one purchase. The
Trust's portfolio offers diversification among different types of
properties as well as regional diversification. This type of
diversification helps to reduce some of the fluctuations in the real
Page 17
estate market as a result of economic downturns or changes in supply and
demand in a specific region or type of property. REITs allow investors
to participate in a growing real estate industry. The market
capitalization of REITs has grown from roughly $8.7 billion in 1990 to
approximately $138.3 billion in 1998.
REITs offer investors several advantages over ownership of individual
properties. REITs are currently required to annually distribute a
majority of their income as dividends to shareholders, making them a
great source of steady income without forcing investors to manage the
properties themselves. Investors can enjoy the benefits of capital
appreciation if properties are sold at a profit. Another advantage is
liquidity. Compared to traditional privately held real estate, which may
be difficult to sell, REITs are traded on major stock exchanges making
them highly liquid. REIT investors also gain the advantage of skilled
management since REIT management teams tend to be experts within their
specific property or geographic niches.
Consider the following factors:
- - Recently proposed legislation affecting REITs, passed by the House and
Senate and scheduled to become effective in January 2001, will allow
REITs to own taxable REIT subsidiaries. This will enable REITs to grow
non-rental income through various initiatives such as offering their
tenants telephone or energy services.
- - The REIT legislation will reduce the income distribution
requirement from 95% to 90%, allowing REIT management teams more
flexibility with available cash, including the ability to initiate stock
repurchase programs.
- - REIT property fundamentals are currently strong due to stable rental
income and consistent occupancy rates.
- - Fears of oversupply from new real estate developments have diminished.
- - REIT shares in general have recently traded at their deepest discount
to their net asset value in over eight years.
World Wide Wireless Select Portfolio Series and World Wide Wireless
Portfolio Series each consist of a portfolio of common stocks of
telecommunications companies which provide products and/or services used
in wireless communications.
It is easy to see that the "Information Age" is transforming the way we
work, the way we do business and the way we live. However, the one
technology that may have the greatest impact on our lives is one that we
cannot see-wireless communications. Wireless devices are enabling us to
exchange information in ways and places we once could only dream of. The
implementation of new technologies, combined with lower prices for
wireless service, has made wireless communication possible for more
people. Much of the future growth in the wireless industry is expected
to come from developing countries and remote rural villages. Wireless
technology is a far more viable means of communications for these areas
because it offers significant cost savings over the more traditional
wireline services. In fact, some European countries already use wireless
technology as their primary communication source. For instance, in
Scandinavia almost half the population uses wireless phones.
If you take a closer look at the wireless industry, it becomes apparent
that it is truly a global industry. With the World Trade Organization's
recent agreement to open the markets of its 72 member governments to
foreign companies, there are abundant opportunities for expansion in
this industry. Just as its wireline counterparts did previously, the
wireless industry is anticipated to use mergers and acquisitions as a
means of attaining new technologies, forging strategic alliances and
reaching more consumers.
Consider the following factors:
- - It is estimated that there will be approximately 250 million
subscribers to global wireless services by 2000, making it one of the
fastest growing segments of the telecommunications industry.
- - The number of wireless subscribers worldwide has nearly tripled over
the last three years.
- - The U.S. Telecommunications Act of 1996 and the 1997
Telecommunications Agreement, passed by the World Trade Organization,
have opened markets domestically and internationally to encourage
competition and capital investment.
- - In the United States alone, it is estimated that there could
potentially be 25 times more people using a wireless link to the
Internet by 2004.
- - Annual service revenues have increased from under $1 billion in 1985
to more than $35 billion in 1999 (estimated).
Page 18
Of course, as with any similar investments, there can be no guarantee
that the objective of the Trusts will be achieved. See "Risk Factors"
for a discussion of the risks of investing in the Trusts.
Risk Factors
Price Volatility. The Trusts invest in common stocks of U.S., and, for
certain Trusts, foreign companies. The value of a 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, or when political or economic
events affecting the issuers occur.
Because the Trusts are 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 any Trust will be positive over any period of time,
especially the relatively short 18-month life of the Select Portfolio
Series, or that you won't lose money. Units of the Trusts 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 Securities in certain Trusts may be issued by companies
with market capitalizations of less than $1 billion. The share prices of
these small-cap companies are often more volatile than those of larger
companies as a result of several factors common to many such issuers,
including limited trading volumes, products or financial resources,
management inexperience and less publicly available information.
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.
Technology Industry. The e-Infrastructure Select Portfolio Series and e-
Infrastructure Portfolio Series each consists of technology companies
which provide the infrastructure which helped build the Internet.
Technology companies are generally subject to the risks of rapidly
changing technologies; short product life cycles; fierce competition;
aggressive pricing and reduced profit margins; the loss of patent,
copyright and trademark protections; cyclical market patterns; evolving
industry standards and frequent new product introductions. Technology
companies may be smaller and less experienced companies, with limited
product lines, markets or financial resources and fewer experienced
management or marketing personnel. Technology company stocks, especially
those which are Internet-related, have experienced extreme price and
volume fluctuations that are often unrelated to their operating
performance. Also, the stocks of many Internet companies have
exceptionally high price-to-earnings ratios with little or no earnings
histories.
Real Estate Investment Trusts. The REIT Growth & Income Portfolio,
Series 3 consists of Real Estate Investment Trusts ("REITs"). 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.
Communications Industry. The World Wide Wireless Select Portfolio Series
and World Wide Wireless Portfolio Series each consists of
telecommunications companies which provide products and/or services used
in wireless communications. The market for high technology wireless
communications products and services is characterized by rapidly
changing technology, rapid product obsolescence or loss of patent
protection, cyclical market patterns, evolving industry standards and
frequent new product introductions. Certain communications companies are
subject to substantial governmental regulation, which among other
Page 19
things, regulates permitted rates of return and the kinds of services
that a company may offer. The communications industry has experienced
substantial deregulation in recent years. Deregulation may lead to
fierce competition for market share and can have a negative impact on
certain companies. Competitive pressures are intense and communications
stocks can experience rapid volatility.
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 Trusts.
In addition, litigation regarding any of the issuers of the Securities,
such as that concerning Microsoft Corporation or of the industries
represented by such issuers, may negatively impact the share prices of
these Securities. We cannot predict what impact any pending or proposed
legislation or pending or threatened litigation will have on the share
prices of the Securities.
Year 2000 Problem. Many computer systems were not designed to properly
process information and data involving dates of January 1, 2000 and
thereafter. This is commonly known as the "Year 2000 Problem." We do not
expect that any of the computer system changes necessary to prepare for
January 1, 2000 will cause any major operational difficulties for the
Trusts. However, we are unable to predict what impact the Year 2000
Problem will have on any of the issuers of the Securities, but you
should note that foreign issuers may have greater complications than
other issuers.
Foreign Stocks. Certain of the Securities in certain Trusts are issued
by foreign companies, which makes these Trusts subject to more risks
than if they 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; and lack of liquidity of certain foreign markets.
Portfolio Securities Descriptions
e-Infrastructure.
Both the e-Infrastructure Select Portfolio Series and the e-
Infrastructure Portfolio Series contain common stocks of the following
companies:
Access/Information Providers
____________________________
America Online, Inc., headquartered in
AT&T Corp., headquartered in
MCI WorldCom, Inc., headquartered in
Qwest Communications International Inc., headquartered in
Data Networking/Communications Equipment
________________________________________
Cisco Systems, Inc., headquartered in
Conexant Systems, Inc., headquartered in
Copper Mountain Networks, Inc., headquartered in
Lucent Technologies Inc., headquartered in
Nortel Networks Corporation, headquartered in
Tellabs, Inc., headquartered in
Computers & Peripherals
_______________________
Dell Computer Corporation, headquartered in
EMC Corporation, headquartered in
Hewlett-Packard Company, headquartered in
Intel Corporation, headquartered in
International Business Machines Corporation, headquartered in
Sun Microsystems, Inc., headquartered in
Software
________
BroadVision, Inc., headquartered in
Check Point Software Technologies Ltd., headquartered in
Exodus Communications, Inc., headquartered in
Microsoft Corporation, headquartered in
Oracle Corporation, headquartered in
RealNetworks, Inc., headquartered in
VeriSign, Inc., headquartered in
Venture Capital
_______________
CMGI Inc., headquartered in
Internet Capital Group, Inc., headquartered in
Page 20
REIT Growth & Income Portfolio, Series 3.
Alexandria Real Estate Equities, Inc., headquartered in
Apartment Investment & Management Company (Class A), headquartered in
Archstone Communities Trust, headquartered in
Avalonbay Communities, Inc., headquartered in
Bedford Property Investors, Inc., headquartered in
Brandywine Realty Trust, headquartered in
CBL & Associates Properties, Inc., headquartered in
Capital Automotive REIT, headquartered in
Crescent Real Estate Equities Company, headquartered in
Developers Diversified Realty Corporation, headquartered in
Essex Property Trust, Inc., headquartered in
FelCor Lodging Trust Inc., headquartered in
First Industrial Realty Trust, Inc., headquartered in
General Growth Properties, Inc., headquartered in
Glenborough Realty Trust Incorporated, headquartered in
Host Marriott Corporation, headquartered in
Mack-Cali Realty Corporation, headquartered in
Nationwide Health Properties, Inc., headquartered in
OMEGA Healthcare Investors, Inc., headquartered in
Pan Pacific Retail Properties, Inc., headquartered in
Post Properties, Inc., headquartered in
ProLogis Trust, headquartered in
Reckson Associates Realty Corporation, headquartered in
Storage USA, Inc., headquartered in
Sun Communities, Inc., headquartered in
World Wide Wireless.
Both the World Wide Wireless Select Portfolio Series and the World Wide
Wireless Portfolio Series contain common stocks of the following
companies:
Communication Services (Domestic)
_________________________________
ALLTEL Corporation, headquartered in
AT&T Corp., headquartered in
Bell Atlantic Corporation, headquartered in
Nextel Communications, Inc. (Class A), headquartered in
SBC Communications Inc., headquartered in
Sprint Corporation (FON Group), headquartered in
United States Cellular Corporation, headquartered in
VoiceStream Wireless Corporation, headquartered in
Communication Services (International)
______________________________________
Cable & Wireless Plc (ADR), headquartered in
China Telecom (Hong Kong), headquartered in
Deutsche Telekom AG (ADR), headquartered in
Millicom International Cellular S.A., headquartered in
NTT Mobile Communications Network, Inc. (ADR), headquartered in
Telecom Italia SpA (ADR), headquartered in
Telefonica S.A. (ADR), headquartered in
Vodafone AirTouch Plc (ADR), headquartered in
Communications Equipment
________________________
Conexant Systems, Inc., headquartered in
LM Ericsson AB (ADR), headquartered in
Harmonic Inc., headquartered in
Lucent Technologies Inc., headquartered in
Motorola, Inc., headquartered in
Nokia Oy (ADR), headquartered in
Nortel Networks Corporation, headquartered in
Powerwave Technologies, Inc., headquartered in
QUALCOMM Incorporated, headquartered in
We have obtained the foregoing descriptions from sources we deem
reliable. We have not independently verified the provided information
either in terms of accuracy or completeness.
Page 21
Public Offering
The Public Offering Price.
You may buy Units at the Public Offering Price, the per Unit price 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 total sales charge (which combines an initial upfront sales
charge and a deferred sales charge).
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.
Securities purchased with the portion of the Public Offering Price
intended to be used to reimburse the Sponsor for a 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 each Trust portfolio, 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 a Trust. Securities will be sold to
reimburse the Sponsor for a Trust's organization costs at the earlier of
six months after the Initial Date of Deposit or the end of the initial
offering period (a significantly shorter time period than the life of
the Trusts). During the period ending with the earlier of six months
after the Initial Date of Deposit or the end of 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 a Trust to fully reimburse the Sponsor.
In that event, the net asset value per Unit of a Trust will be reduced
by the amount of additional Securities 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 a Trust in "Notes to Statements
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 be deducted from the assets of a 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 a Trust as existed prior to such sale.
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.
Minimum Purchase.
The minimum amount you can purchase of a Trust is $1,000 worth of Units
($500 if you are purchasing Units for your Individual Retirement Account
or any other qualified retirement plan).
Sales Charges.
The sales charge you will pay has both an initial and a deferred
component. The initial sales charge, which you will pay at the time of
purchase, is initially equal to approximately 1.00% of the Public
Offering Price of a Unit. This initial sales charge is actually equal to
the difference between the maximum sales charge for each Trust (3.25% of
the Public Offering Price for each Select Portfolio Series and 4.50% of
the Public Offering Price for each Portfolio Series) and the maximum
remaining deferred sales charge (initially $.225 per Unit for each
Select Portfolio Series and $.35 per Unit for each Portfolio Series).
The initial sales charge will vary from 1.00% with changes in the
aggregate underlying value of the Securities, changes in the Income and
Capital Accounts and as deferred sales charge payments are made. In
addition, five monthly deferred sales charge payments of $.045 per Unit
in the case of each Select Portfolio Series or $.07 per Unit in the case
of each Portfolio Series will be deducted on the 20th day of each month
from July 20, 2000 through November 20, 2000.
If you purchase Units after the last deferred sales charge payment has
been assessed, your sales charge will consist of a one-time initial
Page 22
sales charge of 3.25% of the Public Offering Price per Unit (equivalent
to 3.359% of the net amount invested) for each Select Portfolio Series
and 4.50% of the Public Offering Price per Unit (equivalent to 4.712% of
the net amount invested) for each Portfolio Series. For each Portfolio
Series, the sales charge will be reduced by 1/2 of 1% on each subsequent
December 31, commencing December 31, 2000, to a minimum sales charge of
3.00%.
Discounts for Certain Persons.
If you invest at least $50,000 (except if you are purchasing for a "wrap
fee account" as described below), the maximum sales charge is reduced as
follows for each Select Portfolio Series:
Your maximum
If you invest sales charge
(in thousands):* will be:
_________________ ____________
$50 but less than $100 3.00%
$100 but less than $150 2.75%
$150 but less than $500 2.40%
$500 but less than $1,000 2.25%
$1,000 or more 1.50%
For each Portfolio Series:
Your maximum
If you invest sales charge
(in thousands):* will be:
_________________ ____________
$50 but less than $100 4.25%
$100 but less than $250 4.00%
$250 but less than $500 3.50%
$500 or more 2.50%
* Breakpoint sales charges are also applied on a Unit basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be
applied on whichever basis is more favorable to the investor. The
breakpoints will be adjusted to take into consideration purchase orders
stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
The reduced sales charge for quantity purchases will apply only to
purchases made by the same person on any one day from any one dealer. To
help you reach the above levels, you can combine the Units you purchase
of the Trusts in this prospectus with any other same day purchases of
other trusts for which we are Principal Underwriter and are currently in
the initial offering period. In addition, we will also consider Units
you purchase in the name of your spouse or child under 21 years of age
to be purchases by you. The reduced sales charges will also apply to a
trustee or other fiduciary purchasing Units for a single trust estate or
single fiduciary account. You must inform your dealer of any combined
purchases before the sale in order to be eligible for the reduced sales
charge. Any reduced sales charge is the responsibility of the party
making the sale.
If you own units of any other unit investment trusts sponsored by us you
may use your redemption or termination proceeds from these trusts to
purchase Units of the Trusts subject only to any remaining deferred
sales charge to be collected on Units of the Trusts. Please note that
you will be charged the amount of any remaining deferred sales charge on
units you redeem when you redeem them.
The following persons may purchase Units at the Public Offering Price
less the applicable dealer concession:
- - Employees, officers and directors of the Sponsor, our related
companies, dealers and their affiliates, and vendors providing services
to us.
- - Immediate family members of the above (spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law, fathers-
in-law, sons-in-law and daughters-in-law, and trustees, custodians or
fiduciaries for the benefit of such persons).
If you purchase Units through registered broker/dealers who charge
periodic fees for financial planning, investment advisory or asset
management services or provide these services as part of an investment
account where a comprehensive "wrap fee" charge is imposed, you may
purchase Units at the Public Offering Price, subject only to the
Sponsor's retention of the sales charge. See "Distribution of Units-
Dealer Concessions."
You will be charged the deferred sales charge per Unit regardless of any
discounts. However, if you are eligible to receive a discount such that
the maximum sales charge you must pay is less than the applicable
maximum deferred sales charge, you will be credited the difference
between your maximum sales charge and the maximum deferred sales charge
at the time you buy your Units.
Page 23
The Value of the Securities.
The Evaluator will appraise the aggregate underlying value of the
Securities in a 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 a 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). 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, 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.
Distribution of Units
We intend to qualify Units of the Trusts for sale in a number of states.
All Units will be sold at the then current Public Offering Price.
Dealer Concessions.
For the Select Portfolio Series, dealers and other selling agents can
purchase Units at prices which reflect a concession or agency commission
of 2.75% of the Public Offering Price per Unit. However, for Units sold
subject only to any remaining deferred sales charge, the amount will be
reduced to $0.175 per Unit for Units sold subject to the maximum
deferred sales charge or 63% of the then current maximum remaining
deferred sales charge on Units sold subject to less than the maximum
deferred sales charge.
Dealers and other selling agents who sell Units of the Select Portfolio
Series during the initial offering period in the dollar amounts shown
below will be entitled to the following additional sales concessions as
a percentage of the Public Offering Price:
Total Sales
per Trust Additional
(in millions): Concession:
_________________ ___________
$15 but less than $25 .015%
$25 but less than $40 .025%
$40 but less than $50 .050%
$50 but less than $75 .125%
$75 but less than $100 .150%
$100 or more .200%
For the Portfolio Series, dealers and other selling agents can purchase
Units at prices which reflect a concession or agency commission of 3.2%
of the Public Offering Price per Unit (or 65% of the maximum sales
charge after December 31, 2000). However, dealers and other selling
agents will receive a concession on the sale of Units subject only to
any remaining deferred sales charge equal to $.22 per Unit on Units sold
subject to the maximum deferred sales charge or 63% of the then current
maximum remaining deferred sales charge on Units sold subject to less
than the maximum deferred sales charge. Dealers and other selling agents
will receive an additional volume concession or agency commission on the
sale of Portfolio Series Units equal to .30% of the Public Offering
Price if they purchase at least $100,000 worth of Units of the Portfolio
Series on the Initial Date of Deposit or $250,000 on any day thereafter
or if they were eligible to receive a similar concession in connection
with sales of similarly structured trusts sponsored by us which are
currently in the initial offering period.
Page 24
Dealers and other selling agents who sell Units of the Portfolio Series
during the initial offering period in the dollar amounts shown below
will be entitled to the following additional sales concessions as a
percentage of the Public Offering Price:
Total Sales
per Trust Additional
in millions): Concession:
_________________ ___________
$1 but less than $2 .10%
$2 but less than $3 .15%
$3 but less than $10 .20%
$10 or more .30%
For all Trusts, dealers and other selling agents who, during any
consecutive 12-month period, sell at least $2 billion worth of primary
market units of unit investment trusts sponsored by us will receive a
concession of $30,000 in the month following the achievement of this
level. 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 Trusts available to their customers on an agency
basis. A portion of the sales charge paid by these customers is kept by
or given to the banks in the amounts shown above.
Award Programs.
From time to time we may sponsor programs which provide awards to a
dealer's registered representatives who have sold a minimum number of
Units during a specified time period. We may also pay fees to qualifying
dealers for services or activities which are meant to result in sales of
Units of the Trusts. In addition, we will pay to dealers who sponsor
sales contests or recognition programs that conform to our criteria, or
participate in our sales programs, amounts equal to no more than the
total applicable sales charge on Units sold by such persons during such
programs. We make these payments out of our own assets and not out of
Trust assets. These programs will not change the price you pay for your
Units.
Investment Comparisons.
From time to time we may compare the estimated returns of the Trusts
(which may show performance net of the expenses and charges the Trusts
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 each Trust differ
from other comparative investments. You should not assume that these
performance comparisons will be representative of a Trust's future
performance.
The Sponsor's Profits
We will receive a gross sales commission equal to the maximum sales
charge per Unit of a Trust less any reduced sales charge as stated in
"Public Offering." Also, any difference between our cost to purchase the
Securities and the price at which we sell them to a Trust is considered
a profit or loss (see Note 2 of "Notes to Schedules 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, Trustee costs to transfer and record the ownership of
Units and in the case of the Portfolio Series, costs incurred in
annually updating the Portfolio Series' registration statements. 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.
Page 25
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 each Trust are listed under "Fee
Table." If actual expenses of a Trust exceed the estimate, that Trust
will bear the excess. The Trustee will pay operating expenses of a Trust
from the Income Account of such 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.
As Sponsor, we will be compensated for providing bookkeeping and other
administrative services to the Trusts, and will receive brokerage fees
when a Trust uses us (or an affiliate of ours) as agent in buying or
selling Securities. For the Portfolio Series, legal and regulatory
filing fees and expenses associated with updating those Trusts'
registration statements yearly are also now chargeable to such Trusts.
Historically, we paid these fees and expenses. There are no such fees
and expenses that will be charged to the Select Portfolio Series. First
Trust Advisors L.P., an affiliate of ours, acts as both Portfolio
Supervisor and Evaluator to the Trusts and will receive the fees set
forth under "Fee Table" for providing portfolio supervisory and
evaluation services to the Trusts. In providing portfolio supervisory
services, the Portfolio Supervisor may purchase research services from a
number of sources, which may include underwriters or dealers of the
Trusts.
The fees payable to us, First Trust Advisors L.P. and the Trustee are
based on the largest aggregate number of Units of a 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 fees paid to us or our
affiliates for providing a given service to all unit investment trusts
for which we provide such services be more than the actual cost of
providing such services in such year.
In addition to a Trust's operating expenses and those fees described
above, each Trust may also incur the following charges:
- - All legal and annual auditing expenses of the Trustee according to its
responsibilities under the Indenture;
- - The expenses and costs incurred by the Trustee to protect a 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 a Trust;
- - Payment for any loss, liability or expenses we incurred without
negligence, bad faith or willful misconduct in acting as Depositor of a
Trust; and/or
- - All taxes and other government charges imposed upon the Securities or
any part of a Trust.
The above expenses and the Trustee's annual fee are secured by a lien on
the Trusts. 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 Trusts. If there is not
enough cash in the Income or Capital Account, the Trustee has the power
to sell Securities in a Trust to make cash available to pay these
charges which may result in capital gains or losses to you. See "Tax
Status."
The Portfolio Series will be audited annually. So long as we are making
a secondary market for Units, we will bear the cost of these annual
audits to the extent the costs exceed $0.0050 per Unit. Otherwise, the
Portfolio Series will pay for the audit. You can request a copy of the
audited financial statements from the Trustee.
Page 26
Tax Status
This section summarizes some of the main U.S. federal income tax
consequences of owning Units of the Trusts. 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 non-U.S. person, a
broker/dealer, or other investor with special circumstances. In
addition, this section does not describe your state or foreign taxes. As
with any investment, you should consult your own tax professional about
your particular consequences.
Assets of the Trusts.
With the exception of the REIT Growth & Income Portfolio, each Trust
will hold stock in domestic and foreign corporations (the "Stocks"). The
REIT Growth & Income Portfolio will hold interests in real estate
investment trusts (the "REIT Shares"). All of the foregoing assets
constitute the "Trust Assets." For purposes of this federal tax
discussion, it is assumed that the Stocks constitute equity, and the
REIT Shares constitute qualifying shares in real estate investment
trusts for federal income tax purposes.
Trust Status.
The Trusts will not be taxed as corporations for federal income tax
purposes. As a Unit owner, you will be treated as the owner of a pro
rata portion of the Securities and other assets held by your Trust, and
as such you will be considered to have received a pro rata share of
income (i.e., dividends and capital gains, if any) from each Trust Asset
when such income is considered to be received by your Trust. This is
true even if you elect to have your distributions automatically
reinvested into additional Units. In addition, the income from a Trust
which you must take into account for federal income tax purposes is not
reduced by amounts used to pay a deferred sales charge.
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 proceeds received in
the transaction. You can generally determine your initial tax basis in
each Trust Asset by apportioning the cost of your Units, generally
including sales charges, among each Trust Asset ratably according to
their value on the date you purchase your Units. In certain
circumstances, however, you may have to adjust your tax basis after you
purchase your Units (for example, in the case of certain dividends that
exceed a corporation's accumulated earnings and profits).
If you are an individual, the maximum marginal federal tax rate for net
capital gain is generally 20% (10% for certain taxpayers in the lowest
tax bracket). 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 the
holding period of your Units. The tax rates for capital gains realized
from assets held for one year or less are generally the same as for
ordinary income. The tax code may, however, treat certain capital gains
as ordinary income in special situations. In addition, 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%.
Dividends from REIT Shares.
Some dividends on the REIT Shares may qualify as "capital gain
dividends," taxable to you as long-term capital gains. If you hold a
Unit for six months or less or if the REIT Growth & Income Portfolio
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 or 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.
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Dividends Received Deduction.
A corporation that owns Units will generally not be entitled to the
dividends received deduction with respect to any dividends received by
the REIT Growth & Income Portfolio attributable to the REIT Shares.
In-Kind Distributions.
Under certain circumstances, you may request a distribution of shares of
Trust Assets (an "In-Kind Distribution") when you redeem your Units or
at a Trust's termination. If you request an In-Kind Distribution you
will be responsible for any expenses related to this distribution. By
electing to receive an In-Kind Distribution, you will receive an
undivided interest in whole shares of stock plus, possibly, cash.
You will not recognize gain or loss if you only receive Trust Assets in
exchange for your pro rata portion of the Trust Assets held by a Trust.
However, if you also receive cash in exchange for a fractional share of
a Trust Asset held by a Trust, you will generally recognize gain or loss
based on the difference between the amount of cash you receive and your
tax basis in such fractional share of the Trust Asset.
Limitations on the Deductibility of Trust Expenses.
Generally, for federal income tax purposes, you must take into account
your full pro rata share of a 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 a Trust to the same extent as if you directly
paid the expense. You may, however, be required to treat some or all of
the expenses of the Trusts 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.
Some distributions by a Trust may be subject to foreign withholding
taxes. Any dividends withheld will nevertheless be treated as income to
you. However, because you are deemed to have paid directly your share of
foreign taxes that have been paid or accrued by a Trust, you may be
entitled to a foreign tax credit or deduction for U.S. tax purposes with
respect to such taxes.
Under the existing income tax laws of the State and City of New York,
the Trusts will not be taxed as corporations, and the income of the
Trusts 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 Trusts 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
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.
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 your
signature guaranteed by an eligible institution. In certain cases the
Trustee may require additional documentation before they will transfer
or redeem your Units.
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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;
- - 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 your Trust for the year;
- - Any Securities sold during the year and the Securities held at the
end of that year by your 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 a
Trust's Securities to the Income Account of such Trust. All other
receipts, such as return of capital, are credited to the Capital Account
of such Trust.
The Trustee will distribute any net income in the Income Account on or
near the Income Distribution Dates to Unit holders of record on the
preceding Income Distribution Record Date. See "Summary of Essential
Information." No income distribution will be paid if accrued expenses of
a Trust exceed amounts in the Income Account on the Income Distribution
Dates. Distribution amounts will vary with changes in a Trust's fees and
expenses, in dividends received and with the sale of Securities. The
Trustee will distribute amounts in the Capital Account, net of amounts
designated to meet redemptions, pay the deferred sales charge or pay
expenses on the last day of each month to Unit holders of record on the
fifteenth day of each 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 Internal Revenue Service ("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
a Trust to pay the deferred sales charge. If not, the Trustee may sell
Securities to meet the shortfall.
Within a reasonable time after a Trust is terminated, you will receive
the pro rata share of the money from the sale of the Securities.
However, if you are eligible, you may elect to receive an In-Kind
Distribution as described under "Amending or Terminating the Indenture."
You will receive a pro rata share of any other assets remaining in your
Trust after deducting any unpaid expenses.
The Trustee may establish reserves (the "Reserve Account") within a
Trust to cover anticipated state and local taxes or any governmental
charges to be paid out of such Trust.
Distribution Reinvestment Option. You may elect to have each
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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. You will have to pay the remaining deferred sales charge on any
Units acquired pursuant to this distribution reinvestment option. This
option may not be available in all states.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. 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 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. 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 1,000 Units or more 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, no In-Kind Distribution
requests submitted during the nine business days prior to a Trust's
Mandatory Termination Date will be honored. Where possible, the Trustee
will make an In-Kind Distribution by distributing 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 a 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 a Trust not designated to
purchase Securities;
2. the aggregate value of the Securities held in a 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 a Trust;
2. any amounts owed to the Trustee for its advances;
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3. estimated accrued expenses of a Trust, if any;
4. cash held for distribution to Unit holders of record of a Trust as of
the business day before the evaluation being made; and
5. other liabilities incurred by a Trust; and
dividing
1. the result by the number of outstanding Units of a Trust.
Any remaining deferred sales charge on the Units when you redeem them
will be deducted from your redemption proceeds. In addition, until the
earlier of six months after the Initial Date of Deposit or the end of
the initial offering period, the Redemption Price per Unit will include
estimated organization costs as set forth under "Fee Table."
Removing Securities from a Trust
The portfolios of the Trusts are 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; or
- - 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 a Trust.
Except in the limited instance in which a Trust acquires Replacement
Securities, as described in "The FT Series," a Trust may not acquire any
securities or other property other than the Securities. The Trustee, on
behalf of the Trusts, 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 a Trust, at our instruction,
they will either be sold or held in such 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 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 a Trust to facilitate selling
Securities, exchanged securities or property from the Trusts. 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 a Trust may be
changed. To get the best price for a Trust we may specify minimum
amounts (generally 100 shares) in which blocks of Securities are to be
sold. We may consider sales of units of unit investment trusts which we
sponsor when we make recommendations to the Trustee as to which
broker/dealers they select to execute a Trust's portfolio transactions,
or when acting as agent for a Trust in acquiring or selling Securities
on behalf of the Trusts.
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 materially adverse to your
best interests (as determined by us and the Trustee).
Termination. As provided by the Indenture, the Trusts will terminate on
the Mandatory Termination Date as stated in the "Summary of Essential
Information" for each Trust. The Trusts may be terminated earlier:
- - Upon the consent of 100% of the Unit holders of a Trust;
- - If the value of the Securities owned by a Trust as shown by any
Page 31
evaluation is less than the lower of $2,000,000 or 20% of the total
value of Securities deposited in such Trust during the initial offering
period ("Discretionary Liquidation Amount"); or
- - In the event that Units of a Trust not yet sold aggregating more than
60% of the Units of such Trust are tendered for redemption by
underwriters, including the Sponsor.
Prior to termination, the Trustee will send written notice to all Unit
holders which will specify how you should tender your certificates, if
any, to the Trustee. If a Trust is terminated due to this last reason,
we will refund your entire sales charge; however, termination of a Trust
before the Mandatory Termination Date for any other stated reason will
result in all remaining unpaid deferred sales charges on your Units
being deducted from your termination proceeds. For various reasons, a
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 a 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 own at least 1,000 Units of a Trust the Trustee will send you a
form at least 30 days prior to the Mandatory Termination Date which will
enable you to receive an In-Kind Distribution (reduced by customary
transfer and registration charges) rather than the typical cash
distribution. You must notify the Trustee at least ten business days
prior to the Mandatory Termination Date if you elect this In-Kind
Distribution option. If you do not elect to participate in the In-Kind
Distribution 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 such Trust is
terminated. Regardless of the distribution involved, the Trustee will
deduct from the Trusts 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 the Sponsor, Trustee and Evaluator
The Sponsor.
We, Nike Securities 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 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
First Trust introduced the first insured unit investment trust in 1974.
To date we have deposited more than $25 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 National Association of Securities Dealers, Inc.
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, 1998, the total partners' capital of
Nike Securities L.P. was $18,506,548 (audited).
This information refers only to us and not to the Trusts or to any
series of the Trusts 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.
The Trustee.
The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th Floor, New York, New
York, 10004-2413. If you have questions regarding the Trusts, you may
call the Customer Service Help Line at 1-800-682-7520. The Trustee is
supervised by the Superintendent of Banks of the State of New York, the
Page 32
Federal Deposit Insurance Corporation and the Board of Governors of the
Federal Reserve System.
The Trustee has not participated in selecting the Securities for the
Trusts; it only provides administrative services.
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 Trusts; 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, 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 acts as the Trustee's counsel, as well as special New York tax
counsel for the Trusts.
Experts.
Ernst & Young LLP, independent auditors, have audited the Trusts'
statements of net assets, including the schedules of investments, at the
opening of business on the Initial Date of Deposit, as set forth in
their report. We've included the Trusts' statements of net assets,
including the schedules of investments, in the prospectus and elsewhere
in the registration statement in reliance on Ernst & Young LLP's report,
given on their authority as experts in accounting and auditing.
Supplemental Information.
If you write or call the Trustee, 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 35
FIRST TRUST (registered trademark)
e-Infrastructure Select Portfolio Series
World Wide Wireless Select Portfolio Series
e-Infrastructure Portfolio Series
REIT Growth & Income Portfolio, Series 3
World Wide Wireless Portfolio Series
FT 392
Sponsor:
NIKE SECURITIES L.P.
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-630-241-4141
Trustee:
The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
1-800-682-7520
24-Hour Pricing Line:
1-800-446-0132
This prospectus contains information relating to the above-mentioned
unit investment trusts, 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. 333-91667) and
- - Investment Company Act of 1940 (file no. 811-05903)
To obtain copies at prescribed rates -
Write: Public Reference Section of the Commission
450 Fifth Street, N.W., Washington, D.C. 20549-6009
Call: 1-800-SEC-0330
Visit: http://www.sec.gov
____________, 1999
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE
Page 36
First Trust (registered trademark)
The FT Series
Information Supplement
This Information Supplement provides additional information concerning
the structure, operations and risks of unit investment trusts ("Trusts")
contained in FT 392 not found in the prospectus for the Trusts. This
Information Supplement is not a prospectus and does not include all of
the information that a prospective investor should consider before
investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing.
This Information Supplement is dated ____________, 1999. Capitalized
terms have been defined in the prospectus.
Table of Contents
Risk Factors
Securities 1
Dividends 1
Foreign Issuers 1
Litigation
Microsoft Corporation 2
Concentrations
Communications 2
Real Estate Investment Trusts ("REITs") 3
Technology 4
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.
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
stocks of, such issuers. 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.
Foreign Issuers. Since certain of the Securities included in the Trusts
consist of securities of foreign issuers, an investment in the Trusts
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
Page 1
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 the 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 U.S. dollar value of these securities will vary
with fluctuations in the U.S. dollar foreign exchange rates for the
various Securities.
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 the 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 the 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 the Trusts to satisfy its 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 the Trusts 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
the Trusts 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.
Litigation
Microsoft Corporation. Microsoft Corporation is currently engaged in
litigation with Sun Microsystems, Inc., the U.S. Department of Justice,
several state Attorneys General and Caldera, Inc. The complaints against
Microsoft include copyright infringement, unfair competition and anti-
trust violations. The claims seek injunctive relief and monetary
damages. As of November 5, 1999, Microsoft's management asserted that
resolving these matters will not have a material adverse impact on its
financial position or its results of operation.
Concentrations
Communications. An investment in Units of the World Wide Wireless Select
Portfolio Series and World Wide Wireless Portfolio Series should be made
with an understanding of the problems and risks such an investment may
entail. The market for high-technology communications products and
services is characterized by rapidly changing technology, rapid product
obsolescence, cyclical market patterns, evolving industry standards and
frequent new product introductions. The success of the issuers of the
Securities depends in substantial part on the timely and successful
introduction of new products and services. An unexpected change in one
or more of the technologies affecting an issuer's products or in the
market for products based on a particular technology could have a
material adverse affect on an issuer's operating results. Furthermore,
there can be no assurance that the issuers of the Securities will be
able to respond in a timely manner to compete in the rapidly developing
marketplace.
The communications industry is subject to governmental regulation.
However, as market forces develop, the government will continue to
deregulate the communications industry, promoting vigorous economic
competition and resulting in the rapid development of new communications
technologies. The products and services of communications companies may
be subject to rapid obsolescence. These factors could affect the value
of the Trust's Units. For example, while telephone companies in the
United States are subject to both state and federal regulations
affecting permitted rates of returns and the kinds of services that may
be offered, the prohibition against phone companies delivering video
services has been lifted. This creates competition between phone
companies and cable operators and encourages phone companies to
modernize their communications infrastructure. Certain types of
companies represented in the Trust's portfolio are engaged in fierce
competition for a share of the market of their products. As a result,
competitive pressures are intense and the stocks are subject to rapid
price volatility.
Page 2
Many communications companies rely on a combination of patents,
copyrights, trademarks and trade secret laws to establish and protect
their proprietary rights in their products and technologies. There can
be no assurance that the steps taken by the issuers of the Securities to
protect their proprietary rights will be adequate to prevent
misappropriation of their technology or that competitors will not
independently develop technologies that are substantially equivalent or
superior to such issuers' technology.
Real Estate Investment Trusts ("REITs"). An investment in 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 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
Page 3
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
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.
Technology. An investment in Units of the Trusts should be made with an
understanding of the characteristics of the problems and risks such an
investment may entail. Technology companies generally include companies
involved in the development, design, manufacture and sale of computers
and peripherals, software and services, data networking/communications
equipment, internet access/information providers, semiconductors and
semiconductor equipment and other related products, systems and
services. The market for these products, especially those specifically
related to the Internet, is characterized by rapidly changing
technology, rapid product obsolescence, cyclical market patterns,
evolving industry standards and frequent new product introductions. The
success of the issuers of the Securities depends in substantial part on
the timely and successful introduction of new products. An unexpected
change in one or more of the technologies affecting an issuer's products
or in the market for products based on a particular technology could
have a material adverse affect on an issuer's operating results.
Furthermore, there can be no assurance that the issuers of the
Securities will be able to respond in a timely manner to compete in the
rapidly developing marketplace.
Based on trading history of common stock, factors such as announcements
of new products or development of new technologies and general
conditions of the industry have caused and are likely to cause the
market price of high-technology common stocks to fluctuate
substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to
the operating performance of such companies. This market volatility may
adversely affect the market price of the Securities and therefore the
ability of a Unit holder to redeem Units at a price equal to or greater
than the original price paid for such Units.
Some key components of certain products of technology issuers are
currently available only from single sources. There can be no assurance
that in the future suppliers will be able to meet the demand for
components in a timely and cost effective manner. Accordingly, an
issuer's operating results and customer relationships could be adversely
affected by either an increase in price for, or an interruption or
reduction in supply of, any key components. Additionally, many
technology issuers are characterized by a highly concentrated customer
base consisting of a limited number of large customers who may require
product vendors to comply with rigorous industry standards. Any failure
to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies of technology
companies are incorporated into other related products, such companies
are often highly dependent on the performance of the personal computer,
electronics and telecommunications industries. There can be no assurance
that these customers will place additional orders, or that an issuer of
Securities will obtain orders of similar magnitude as past orders from
other customers. Similarly, the success of certain technology companies
is tied to a relatively small concentration of products or technologies.
Accordingly, a decline in demand of such products, technologies or from
such customers could have a material adverse impact on issuers of the
Securities.
Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. There can be no
assurance that the steps taken by the issuers of the Securities to
protect their proprietary rights will be adequate to prevent
misappropriation of their technology or that competitors will not
independently develop technologies that are substantially equivalent or
superior to such issuers' technology. In addition, due to the increasing
public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. For
example, recent proposals would prohibit the distribution of obscene,
lascivious or indecent communications on the Internet. The adoption of
any such laws could have a material adverse impact on the Securities in
the Trust.
Page 4
Like many areas of technology, the semiconductor business environment is
highly competitive, notoriously cyclical and subject to rapid and often
unanticipated change. Recent industry downturns have resulted, in part,
from weak pricing, persistent overcapacity, slowdown in Asian demand and
a shift in retail personal computer sales toward the low end, or "sub-
$1,000" segment. Industry growth is dependent upon several factors,
including: the rate of global economic expansion; demand for products
such as personal computers and networking and communications equipment;
excess productive capacity and the resultant effect on pricing; and the
rate of growth in the market for low-priced personal computers.
Page 5
MEMORANDUM
Re: FT 392
The only difference of consequence (except as described
below) between FT 382, which is the current fund, and FT 392, 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
Series 382 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:
Nike Securities L.P. is covered by a Broker's Fidelity
Bond, in the total amount of $1,000,000, 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 392 has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Lisle
and State of Illinois on December 2, 1999.
FT 392
(Registrant)
By: NIKE SECURITIES L.P.
(Depositor)
By Robert M. Porcellino
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE* DATE
David J. Allen Sole Director of
Nike Securities December 2, 1999
Corporation, the
General Partner of
Nike Securities L.P. Robert M. Porcellino
Attorney-in-Fact**
___________________________
* The title of the person named herein represents his capacity
in and relationship to Nike Securities L.P., the Depositor.
** An executed copy of the related power of attorney was filed
with the Securities and Exchange Commission in connection
with Amendment No. 1 to form S-6 of The First Trust Combined
Series 258 (File No. 33-63483) and the same is hereby
incorporated by this reference.
S-2
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.
CONSENT OF ERNST & YOUNG LLP
The consent of Ernst & Young 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-3
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Special Situations Trust, Series 22 and
certain subsequent Series, effective November 20, 1991
among Nike Securities L.P., as Depositor, United States
Trust Company of New York as Trustee, Securities
Evaluation Service, Inc., as Evaluator, and Nike
Financial Advisory Services L.P. as Portfolio Supervisor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-43693] filed on behalf of The First Trust
Special Situations Trust, Series 22).
1.1.1* Form of Trust Agreement for FT 392 among Nike Securities
L.P., as Depositor, The Chase Manhattan Bank, as Trustee
and First Trust Advisors L.P., as Evaluator and Portfolio
Supervisor.
1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership
Agreement of Nike Securities L.P. (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
33-42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
1.4 Copy of Articles of Incorporation of Nike Securities
Corporation, the general partner of Nike Securities L.P.,
Depositor (incorporated by reference to Amendment No. 1
to Form S-6 [File No. 33-42683] filed on behalf of The
First Trust Special Situations Trust, Series 18).
1.5 Copy of By-Laws of Nike Securities Corporation, the
general partner of Nike Securities L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1
filed herewith on page 2 and incorporated herein by
reference).
3.1* Opinion of counsel as to legality of Securities being
registered.
3.2* Opinion of counsel as to Federal income tax status of
Securities being registered.
S-4
3.3* Opinion of counsel as to New York income tax status of
Securities being registered.
3.4* Opinion of counsel as to advancement of funds by Trustee.
4.1* Consent of 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 Director listed on page
S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
33-63483] filed on behalf of The First Trust Combined
Series 258).
___________________________________
* To be filed by amendment.
S-5