Exhibit 3
(Ex. 99.A2)
THE PAINEWEBBER PATHFINDERS TRUST,
TREASURY AND GROWTH STOCK SERIES 23
TRUST INDENTURE AND AGREEMENT
Dated as of April 15, 1998
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 April 15, 1998 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-Third 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 23".
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
Certificate 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 30, 1998 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 20th day following the
Record Date, commencing July 20, 1998.
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 date
on which the Trustee shall begin to sell equity Securities in accordance with
Section 9.01 shall be May 1, 2010.
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 1998, so that the Trustee's first annual report will be furnished
to Unitholders within a reasonable period of time following calendar year 1998.
K. Section 3.07 is hereby amended to add subsection (e), such
subsection to read as follows:
"(e) Notwithstanding any merger, reoganization, tender offer, spin-off,
split-off, or split-up involving the stock of Travelers Group
Inc. ("Travelers") or NationsBank Corporation ("NationsBank"), the
Trustee shall, unless otherwise directed by the Sponsor, retain in the
Trust the stock of Travelers and NationsBank or their respective
successor entities."
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 15th day of April, 1998 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
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 23
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, APRIL 15, 1998
COST OF
SECURITIES
NAME OF SECURITY COUPON MATURITY VALUE MATURITY DATE TO TRUST(2)
-------------------------- -------- -------------- --------------- ------------
U.S. Treasury Interest
Payments (3) (51.92%) .... 0% $1,000,000 May 15, 2010 $494,499.95
COMMON STOCKS (48.08%) (1)
COST OF
NUMBER OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
---------------------------------------- ----------- ------------
Aerospace/Defense (2.42%)
AlliedSignal Inc. ...................... 240 $11,295.00
The Boeing Company ..................... 220 11,701.25
Automobile (1.18%)
Ford Motor Company ..................... 230 11,270.00
Beverages (2.52%)
The Coca-Cola Company .................. 160 12,450.00
PepsiCo, Inc. .......................... 280 11,567.50
Chemicals (1.20%)
Xxxxxxx Chemical Company ............... 160 11,430.00
Commercial Services (1.19%)
Cendant Corporation* ................... 310 11,353.75
Computers--Hardware/Software (4.82%)
Compaq Computer Corporation ............ 440 11,357.50
Computer Associates International, Inc. 210 11,445.00
Hewlett-Packard Company ................ 190 11,578.13
Microsoft Corporation* ................. 130 11,496.88
Cosmetics & Toiletries (1.23%)
The Procter & Xxxxxx Company ........... 140 11,733.75
Electronics (1.20%)
Intel Corporation ...................... 150 11,400.00
Financial Institutions/Banks (7.24%)
The Chase Manhattan Corporation ....... 80 11,420.00
Xxxxxx Xxx ............................. 190 11,732.50
First Union Corporation ................ 190 11,411.88
X.X. Xxxxxx & Company Incorporated .... 80 11,795.00
NationsBank Corporation ................ 140 11,305.00
Travelers Group Inc. ................... 170 11,336.88
Foods (1.17%)
Xxxx Xxx Corporation ................... 180 11,148.75
Insurance (1.22%)
American International Group, Inc. .... 90 11,632.50
Medical Products & Instruments (2.43%)
Xxxxxxx & Xxxxxxx ...................... 160 11,610.00
Medtronic, Inc. ........................ 220 11,550.00
Multimedia (2.22%)
Time Warner Inc. ....................... 140 10,920.00
The Xxxx Disney Company ................ 90 10,186.88
Networking Products (1.21%)
Cisco Systems, Inc.* ................... 170 11,506.88
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 23
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF INITIAL DATE OF DEPOSIT, APRIL 15, 1998
COST OF
NUMBER OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
---------------------------------------- ----------- ------------
Oil (4.81%)
Exxon Corporation....................... 170 $ 11,411.25
Royal Dutch Petroleum Company+ ........ 200 11,575.00
Texaco Inc. ............................ 190 11,495.00
Unocal Corporation ..................... 290 11,364.38
Pharmaceuticals (3.56%)
Xxxxxx Laboratories .................... 150 11,278.13
Xxxxxxx-Xxxxx Squibb Company ........... 110 11,378.13
Merck & Co., Inc. ...................... 90 11,250.00
Retail--Building Products (1.21%)
Xxxx'x Companies, Inc. ................. 170 11,528.13
Retail--Discount (1.23%)
Wal-Mart Stores, Inc. .................. 220 11,715.00
Telecommunications (4.84%)
AT&T Corp. ............................. 190 12,350.00
Xxxx Atlantic Corporation .............. 120 11,302.50
GTE Corporation ........................ 180 11,160.00
SBC Communications Inc. ................ 280 11,287.50
Tobacco (1.18%)
Xxxxxx Xxxxxx Companies Inc. ........... 280 11,270.00
------------
TOTAL COMMON STOCKS ................... 458,000.05
------------
TOTAL INVESTMENTS ..................... $952,500.00
============
------------
(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 $493,150.
(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 gain to the Sponsor on the Initial Date of Deposit is $162.
* Non-income producing.
+ These shares are U.S. dollar denominated and pay dividends in U.S.
dollars but are subject to investment risks generally facing common
stocks of foreign issuers. (See "Risk Factors and Special
Considerations.")
