Exhibit 2
(Ex. 99.A2)
THE PAINEWEBBER PATHFINDERS TRUST,
TREASURY AND GROWTH STOCK SERIES 25
TRUST INDENTURE AND AGREEMENT
Dated as of January 27, 2000
Incorporating
Standard Terms and Conditions of Trust
Dated as of July 1, 1997,
Between
PAINEWEBBER INCORPORATED,
as Sponsor
and
INVESTORS BANK & TRUST COMPANY
as Trustee
THIS TRUST INDENTURE AND AGREEMENT dated as of January 27, 2000 between
PaineWebber Incorporated, as Sponsor and Investors Bank & Trust Company, as
Trustee, which sets forth certain of its provisions in full and incorporates
other of its provisions by reference to a document entitled "Standard Terms and
Conditions of Trust" dated as of July 1, 1997 between the parties hereto
(hereinafter called the "Standard Terms and Conditions of Trust" or the
"Standard Terms"), such provisions as are set forth in full and such provisions
as are incorporated by reference constituting a single instrument.
W I T N E S S E T H T H A T :
Whereas, the parties hereto have heretofore or concurrently herewith
entered into the Standard Terms and Conditions of Trust in order to facilitate
creation of series of securities issued under a unit investment trust pursuant
to the provisions of the Investment Company Act of 1940 and the laws of the
State of New York, each of which series will be composed of redeemable
securities representing undivided interests in a trust fund composed of publicly
traded common or preferred stocks, stripped United States Treasury obligations,
or evidence thereof, and in certain cases, United States Treasury obligations
and Restricted Securities as defined in the Standard Terms and Conditions of
Trust; and
WHEREAS, the parties now desire to create the Twenty-Fifth of the aforesaid
series;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Sponsor and the Trustee agree as follows:
Section 1. Incorporation of Standard Terms and Conditions of Trust. Subject
to the provisions of Section 2 of this Trust Indenture and Agreement set forth
below, all of the provisions of the Standard Terms and Conditions of Trust are
herein incorporated by reference in their entirety and shall be deemed to be a
part of this instrument as fully to all intents and purposes as though said
provisions had been set forth in full in this instrument, except as provided
below in this Section 1. Unless otherwise stated, section references shall refer
to sections in the Standard Terms and Conditions of Trust.
Section 2. Specific Terms of this Series. The following terms are hereby
agreed to for this series of The PaineWebber Pathfinders Trust, which series
shall be known and designated as "The PaineWebber Pathfinders Trust, Treasury
and Growth Stock Series 25".
A. The Securities deposited pursuant to Section 2.02 are set forth in
Schedule A hereto.
B. (1) The aggregate number of Units outstanding on the Initial Date of
Deposit for this Series is 1,000,000.
(2) The initial fractional undivided interest represented by each Unit of
this series shall initially be 1/1,000,000th of the Trust Fund. A receipt
representing the total number of Units outstanding on the Initial Date of
Deposit is being delivered by the Trustee to the Sponsor pursuant to Section
2.03.
C. The term "Record Date" shall mean June 10, 2000 and quarterly
thereafter, except that with respect to a distribution required by Section 2.02
(b), the Record Date shall be the last business day of the month during which
the contract to purchase the Security fails and except that with respect to cash
representing long-term capital gains held in the Capital Account the Record Date
shall be each December 31.
Record Date shall also include such date or dates determined by the Sponsor
and the Trustee as necessary or desirable and in the best interest of the
Unitholders for federal or state purposes or for other purposes (hereinafter a
"Special Record Date") which date may replace a regularly scheduled Record Date
if such regularly scheduled Record Date is within 30 days of a Special Record
Date.
D. The term "Distribution Date" shall mean the 15th day following the
Record Date, commencing June 25, 2000.
In the event a Special Record Date is declared, the Distribution Date shall
also include such Date as is determined by the Sponsor and the Trustee to be the
Distribution Date in respect of such Special Record Date.
E. The Discretionary Liquidation Amount shall be twenty per centum (20%) of
the aggregate value of (i) the Securities originally deposited pursuant to
Section 2.02 and (ii) any additional Securities deposited pursuant to Section
2.02(c).
F. The Mandatory Termination Date shall be May 30, 2010. The Trustee shall
begin to sell equity Securities in accordance with Section 9.01 on or after
May 1, 2000.
G. The Trustee's annual compensation as referred to in Section 8.05 shall
be $.00145 per Unit computed monthly based on the largest number of Units
outstanding at any time during the preceding month.
H. The Sponsor's annual compensation pursuant to Section 7.02 shall be
computed as $.00035 per Unit, based on the largest number of Units Outstanding
at any time during the calendar year.
I. The balance in the Capital Account below which no distribution need be
made, as referred to in Section 3.04, is $.005 per Unit outstanding.
J. The calendar year to be specified pursuant to Section 3.05 shall be
calendar year 2000, so that the Trustee's first annual report will be furnished
to Unitholders within a reasonable period of time following calendar year 2000.
K. The Sponsor's Initial Costs are estimated to be $.002 per Unit.
L. The text of the introduction shall be amended by deleting the word "and"
prior to clause (x) and inserting the following text following the term "(x)":
" the Sponsor's estimated Initial Costs amount, and (xi)"
M. The definition of "Initial Costs" as set forth below shall be added to
the definitions contained in Article I:
"Initial Costs
Shall have the meaning specified in Section 10.02(a)".
N. Section 5.01 shall be amended by deleting the text of the clause (3) in
its entirety under the term "Deduct" and inserting the following text in its
place:
"cash allocated as of a date prior to the evaluation then being made for
distribution and in accordance with the provisions of Section 10.02, the
amounts allocated to the Sponsor for reimbursement of Initial Costs; and"
O. Section 5.02 shall be amended by adding the following text to the first
sentence of the second paragraph thereof prior to the word "Agreement":
", including, but not limited to, the expenses of the Trust as provided in
Section 8.05 and the Initial Costs as provided in Section 10.02".
P. Section 5.02 shall be amended by adding the following text to the last
sentence of the second paragraph thereof prior to the word "first":
", including, but not limited to, the expenses of the Trust as provided in
Section 8.05 and the Initial Costs as provided in Section 10.02".
Q. The text of Section 10.02 shall be deleted in its entirety and the
following text shall be inserted in its place:
"Initial Organizational and Offering Costs. (a) Subject to reimbursement as
hereinafter provided, the initial costs incurred in connection with the
organization and establishment of the Trust and the sale of Units (the
"Initial Costs") shall be paid by the Sponsor, provided, however, that the
liability on the part of the Sponsor under this Section shall not include any
fees or other expenses incurred in connection with the administration of the
Trust subsequent to the Initial Date of Deposit. The Trustee shall pay to the
Sponsor the Sponsor's reimbursable Initial Costs in the manner set forth in
subsections 10.02(d) and 10.02(e) below; such reimbursement of Initial Costs
shall be for the account of the Unitholders of record at the conclusion of
the
initial offering period and shall not be reflected in the computation of Unit
Value prior thereto.
(b) The Initial Costs paid by the Sponsor which are reimbursable to the
Sponsor in accordance with this Section include, but are not limited to (1) the
costs of the initial preparation, typesetting and execution of the registration
statement, prospectuses (including preliminary prospectuses), the Indenture and
other legal documents relating to the establishment of the Trust, and the costs
of submitting such documents in electronic format to the Commission, (2)
Commission and state Blue Sky registration fees for the initial registration of
the Trust Units, (3) the cost of the initial audit of the Trust, (4) the legal
costs incurred by the Sponsor and the Trustee related to any and all of the
foregoing, and (5) other out-of-pocket expenses related to any and all of the
foregoing, provided, however, that if so stated in the Prospectus for a Trust
Fund, such Initial Costs shall not exceed the amount, if any, of the estimated
costs per Unit set forth in the Prospectus.
(c) Costs and expenses incurred in the marketing and selling of the Trust
Units, shall be paid for by the Sponsor but shall not be reimbursable to the
Sponsor. Such costs and expenses include but are not limited to (1) those
incurred with the printing of prospectuses (including preliminary prospectuses),
(2) those incurred in the preparation and printing of brochures and other
advertising or marketing materials, including any legal costs incurred in the
review thereof, and (3) any other selling or promotional costs or expenses.
(d) Promptly after the conclusion of the initial public offering period,
upon written certification to the Trustee, the Sponsor shall receive
reimbursement for any of the Initial Costs set forth in subsection (b), in the
manner set forth in subsection 10.02(e) below.
(e) Upon receipt of written certification from the Sponsor as set forth in
subsection 10.02(d) the Trustee shall pay to the Sponsor from the assets of the
Trust Fund, such Initial Costs. If so directed by the Sponsor, and upon receipt
of directions to sell those Securities selected by the Sponsor, the Trustee
shall sell those Securities having a value, as determined under Section 4.01 as
of the date of such sale, sufficient for reimbursement of Initial Costs and
shall distribute the proceeds of the sale to or upon the order of the Sponsor,
but only to the extent of the Initial Costs as set forth in the Sponsor's
certification delivered in accordance with paragraph (d) above."
R. To the extent that any provision of the Standard Terms conflicts or is
inconsistent with Section 10.02 and the provisions relating thereto, the
Standard Terms shall be amended to be in substantial conformity with such
Section and provisions.
T. The definition of "Evaluation Time" as set forth in Article I shall be
amended to read as follows:
"Evaluation Time - The closing time of the regular trading session on the
New York Stock Exchange, Inc. (ordinarily 4:00 pm New York time) or any other
time as may be stated in current prospectus for this Trust, as may be amended
from time to time."
IN WITNESS WHEREOF, PaineWebber Incorporated has caused this Trust
Indenture and Agreement to be executed by one of its Senior Vice Presidents and
its corporate seal to be hereto affixed and attested by one of its Secretaries,
and Investors Bank & Trust Company has caused this Trust Indenture to be
executed by one of its Authorized Signatories and its corporate seals to be
hereto affixed and attested by one of its Authorized Signatories, all as of the
date first above written.
PAINEWEBBER INCORPORATED
as Depositor and Sponsor
SEAL
By
------------------------------
Senior Vice President
Attest:
------------------------------
Secretary
STATE OF NEW YORK)
:ss.:
COUNTY OF NEW YORK)
On this 27th day of January, 2000 before me personally appeared Xxxxxx X.
Xxxxxx, to me known, who being by me duly sworn, said that he is a Senior Vice
President of PaineWebber Incorporated, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
By
---------------------------------
Notary Public
INVESTORS BANK & TRUST COMPANY
SEAL
Attest:
By
---------------------------------
Title:
--------------------------
Title:
SCHEDULE A
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THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 25
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, JANUARY 27, 2000
COST OF
SECURITIES
NAME OF SECURITY COUPON MATURITY VALUE MATURITY DATE TO TRUST(2)
-------------------------------- -------- ---------------- --------------- ----------------
U.S. Treasury Interest
Payments (3) (52.50%) ......... 0% $1,000,000 May 15, 2010 $500,090.00
COMMON STOCKS (47.50%) (1)
COST OF
NUMBER OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
------------------------------------------------------------ ----------- ---------------
Aerospace/Defense (2.40%)
Honeywell International Inc. .............................. 240 $11,430.00
United Technologies Corporation ........................... 200 11,400.00
Automobile (1.15%)
General Motors Corporation ................................ 140 10,998.75
Beverages (1.19%)
The Coca-Cola Company ..................................... 180 11,351.25
Biotechnology (1.21%)
Amgen Inc.* ............................................... 180 11,542.50
Broadcast Services (1.21%)
Clear Channel Communications, Inc.* ....................... 130 11,521.25
Computers--Hardware/Software (5.75%)
Computer Associates International, Inc. ................... 150 11,184.38
Electronic Data Systems Corporation ....................... 160 11,170.00
Hewlett-Packard Company ................................... 90 9,787.50
International Business Machines Corporation (IBM) ......... 100 11,687.50
Microsoft Corporation* .................................... 110 10,931.25
Cosmetics & Toiletries (1.16%)
The Procter & Xxxxxx Company .............................. 110 11,048.13
Electric (2.39%)
Duke Energy Corporation ................................... 200 11,437.50
Xxxxxxx Electric Co. ...................................... 200 11,300.00
Electronics/Semi-Conductor (2.28%)
Intel Corporation ......................................... 120 11,580.00
Texas Instruments Incorporated ............................ 90 10,102.50
Financial Institutions/Banks (4.91%)
Bank of America Corporation ............................... 240 11,310.00
Citigroup Inc. ............................................ 200 11,587.50
Xxxxxx Mae ................................................ 210 12,022.50
Xxxxx Fargo Company ....................................... 310 11,857.50
Foods--Miscellaneous/Diversified (1.20%)
Bestfoods ................................................. 250 11,406.25
Insurance--Multi-Line (1.22%)
American International Group, Inc. ........................ 110 11,605.00
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 25
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF INITIAL DATE OF DEPOSIT, JANUARY 27, 2000
COST OF
NUMBER OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
------------------------------------------ ----------- ---------------
Internet Software (1.20%)
America Online, Inc.* ................... 190 $ 11,423.72
Medical Instruments (1.21%)
Medtronic, Inc. ......................... 250 11,531.25
Multimedia (2.38%)
The Xxxx Disney Company ................. 310 11,315.00
Viacom Inc.*--Class B ................... 190 11,388.13
Networking Products (1.24%)
Cisco Systems, Inc.* .................... 110 11,790.63
Oil/Gas (3.59%)
Chevron Corporation ..................... 130 11,310.00
Conoco Inc.--Class B .................... 450 11,250.00
Exxon Mobil Corporation ................. 140 11,663.75
Pharmaceutical (4.82%)
Xxxxxxx-Xxxxx Squibb Company ............ 190 11,685.00
Merck & Co., Inc. ....................... 160 11,650.00
Pfizer Inc. ............................. 320 11,160.00
Schering-Plough Corporation ............. 280 11,445.00
Retail--Building Products (1.17%)
Xxxx'x Companies, Inc. .................. 240 11,190.00
Retail--Discount (1.11%)
Wal-Mart Stores, Inc. ................... 170 10,529.38
Telecommunications (4.71%)
AT&T Corporation ........................ 220 11,247.50
BellSouth Corporation ................... 260 11,488.75
Nortel Networks Corporation (5) ......... 110 10,993.13
SBC Communications Inc. ................. 280 11,182.50
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TOTAL COMMON STOCKS ................... $452,505.00
-----------
TOTAL INVESTMENTS ..................... $952,595.00
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(1) All Securities are represented entirely by contracts to purchase
Securities.
(2) Valuation of Securities by the Trustee was made as described in
"Valuation" as of the close of business on the business day prior to the
Initial Date of Deposit. The bid side evaluation of the Treasury
Obligations on the business day prior to the Initial Date of Deposit was
$498,020.
(3) This security does not pay interest. On the maturity date thereof, the
entire maturity value becomes due and payable. Generally, a fixed yield is
earned on such security which takes into account the semi-annual
compounding of accrued interest. (See "The Trust" and "Federal Income
Taxes" herein.)
(4) The loss to the Sponsor on the Initial Date of Deposit is $12.
(5) On January 26, 2000 BCE Inc. announced that it will spin off 94% of its
stake in Nortel Networks Corporation through a new holding company to be
formed by Nortel. It is expected that the new company will have the same
name. Assuming shareholder and other approvals, Nortel shareholders,
including the Trust, will receive one share of the new company for each
share of Nortel.
* Non-income producing.
