EXHIBIT 99.1
  

                                                   Form of Prospectus Supplement

                 SUBJECT TO COMPLETION, DATED ___________, 1998

Prospectus Supplement
(To Prospectus Dated ________,1998)

                        AMERICAN CORPORATE RECEIPTS, INC.

                    AMERICAN CORPORATE RECEIPTS, SERIES ____
                                   RELATING TO
                                [NAME OF OBLIGOR]
                        ___% BONDS SERIES ______ DUE ____

                               COUPON RECEIPTS AND
                          CALLABLE PRINCIPAL RECEIPTS1
                 DUE _______ __, ____ OR UPON EARLIER REDEMPTION

            American Corporate Receipts, Series ____ (the "Receipts"),  evidence
ownership  of future  interest  and  principal  payments due on the ____ % Bonds
Series ____ Due ____ (the "Bonds") issued by [Name of Obligor] (the  "Obligor").
The Receipts consist of Coupon Receipts and Callable Principal Receipts relating
initially to  $_________  aggregate  principal  amount (out of  $_______________
aggregate principal amount originally issued in _______ 19____) of the Bonds, as
purchased by American  Corporate  Receipts,  Inc. (the  "Depositor") from Rickel
Securities,  Inc. ("Rickel"), an affiliate of the Depositor,  which acquired the
Bonds in the  secondary  market.  The Bonds provide for  [semi-annual]  interest
payments due on _______ and ________ of each year ("Interest  Payments") and for
a single payment of principal,  together with any related  premium  payable upon
redemption,  due on the  earlier of ______,  ___, or the date on which the Bonds
are redeemed by the Obligor (the "Callable Principal Payment").  No payment will
be made on any  Receipt  prior  to the due  date of the  corresponding  Interest
Payment or the due date of the  Callable  Principal  Payment at maturity or upon
redemption of the Bonds. Each Callable Principal Receipt also includes the right
to receive any redemption  premium and any related Interest  Payments made after
__________,  ___ (the "First  Call  Date") on a Bond.  The Bonds will be held on
behalf of the  purchasers  of the related  Receipts,  as the  beneficial  owners
thereof  (each,  a Holder),  by  ________________,  as trustee (the  "Trustee"),
pursuant  to a Trust  Agreement,  dated as of _______  __,  ______,  between the
Depositor and the Trustee (the "Trust Agreement").

            THE  RECEIPTS  ARE ZERO  COUPON  OBLIGATIONS  AND DO NOT ENTITLE THE
HOLDERS THEREOF TO ANY PERIODIC PAYMENT OF INTEREST, EXCEPT AFTER THE FIRST CALL
DATE UNDER THE  CIRCUMSTANCES  DESCRIBED  HEREIN  WITH  RESPECT TO THE  CALLABLE
PRINCIPAL RECEIPTS ONLY.

            The Receipts are being offered in registered  form. The Receipts are
being  offered  initially in book entry form only through The  Depository  Trust
Company,   New  York,  New  York  ("DTC"),   and  purchasers  will  not  receive
Certificates   representing  their  ownership  of  the

--------
1 This Exhibit has been  prepared  assuming that  Callable  Principal  Receipts,
rather than Principal Receipts, will be issued with respect to this hypothetical
series.
                                      S-1
<PAGE>

Receipts.   See  "CERTAIN  INFORMATION   REGARDING  THE  RECEIPTS  -  Book-Entry
Registration" in the Prospectus.  The Receipts will be delivered in face amounts
of $1,000 and multiples thereof.

            SEE "RISK FACTORS"  HEREIN FOR A DISCUSSION OF CERTAIN  FACTORS THAT
SHOULD CAREFULLY BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE RECEIPTS.

            THE RECEIPTS  WILL BE OFFERED AT  SUBSTANTIAL  DISCOUNTS  FROM THEIR
NOTIONAL OR FACE AMOUNTS.  SEE "RISK  FACTORS"  HEREIN FOR A DISCUSSION OF PRICE
VOLATILITY  OF  THE  RECEIPTS  AND  "FEDERAL  INCOME  TAX  CONSEQUENCES"  IN THE
PROSPECTUS  FOR A DISCUSSION  OF FEDERAL  INCOME TAX  CONSIDERATIONS,  INCLUDING
IMPLICATIONS OF ORIGINAL ISSUE DISCOUNT AND POSSIBLE TAX WITHHOLDING.

   
            An investment in Receipts by a pension, profit sharing or other
employee benefit plan, an individual retirement account or Keogh plan might
result in the assets of the Trust being deemed to constitute plan assets, which
in turn might mean that certain aspects of such investment might be prohibited
transactions under the Employee Retirement Income Security Act of 1974, as
amended, and Section 4975 of the Internal Revenue Code of 1986, as amended,
unless an exemption is available. No assurances can be given that an exemption
will be available; consequently, the Receipts are not ERISA eligible. See "ERISA
CONSIDERATIONS" in the Prospectus.
    

            There is  currently no  secondary  market for the  Receipts  offered
hereby.  Rickel  Securities,   Inc.,  as  underwriter  (in  such  capacity,  the
"Underwriter"),  intends to make a secondary  market in the  Receipts but has no
obligation  to do so. There can be no assurance  that a secondary  market in the
Receipts will develop or, if it does develop,  that it will be  maintained.  See
"Risk Factors."

            THIS  PROSPECTUS  SUPPLEMENT DOES NOT PROVIDE  DETAILED  INFORMATION
WITH  RESPECT TO THE OBLIGOR.  IN THE EVENT OF A DEFAULT ON A BOND,  THE RISK OF
LOSS LIES ENTIRELY WITH THE HOLDERS OF THE RELATED RECEIPTS.  THE OBLIGOR IS NOT
AFFILIATED  WITH THE DEPOSITOR  NOR IS THE OBLIGOR  INVOLVED IN THIS OFFERING OF
RECEIPTS.  SEE "RISK FACTORS"  HEREIN AND "AVAILABLE  INFORMATION  REGARDING THE
OBLIGORS"  IN  THE   PROSPECTUS.   NO  CREDIT   ENHANCEMENT   (IN  THE  FORM  OF
OVER-COLLATERALIZATION, INSURANCE OR GUARANTEES) WILL BE AVAILABLE TO SUPPLEMENT
PAYMENTS MADE ON THE BONDS.

            THESE  SECURITIES  HAVE  NOT BEEN  APPROVED  OR  DISAPPROVED  BY THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS  PROSPECTUS  SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

            The Receipts will be offered from time to time by the Underwriter in
negotiated transactions or otherwise at fixed or varying prices to be determined
at the time of sale.

            The Prospectus Supplement should be retained for future reference.

                             RICKEL SECURITIES, INC.

          The date of this Prospectus Supplement is _____________ ___,
_______.


                                      S-2
<PAGE>

            This  Prospectus  Supplement does not contain  complete  information
about the Receipts  offered hereby.  Additional  information is contained in the
Prospectus, and purchasers are urged to read both this Prospectus Supplement and
the Prospectus in full. Sales of the Receipts may not be consummated  unless the
purchaser has received both this Prospectus Supplement and the Prospectus.

                                   ----------

            IN CONNECTION WITH THIS OFFERING,  THE UNDERWRITER MAY OVER-ALLOT OR
EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICES OF THE RECEIPTS
AT LEVELS  ABOVE THOSE THAT MIGHT  OTHERWISE  PREVAIL IN THE OPEN  MARKET.  SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

                                   ----------


                                      S-3
<PAGE>

                                  RISK FACTORS


            A  prospective  purchaser  of the  Receipts  should  be aware of the
following factors in evaluating the merits and risks of an investment therein.

                        1.  PRICE  VOLATILITY  OF ZERO  COUPON  OBLIGATIONS  AND
            POSSIBILITY  OF LOSS.  The  purchase at a discount of a Receipt will
            likely  result in greater price  volatility  than the purchase of an
            obligation of a similar  maturity which pays interest  periodically.
            The Receipts are zero coupon obligations.  The market prices of zero
            coupon  obligations,  such as those  represented  by  Receipts,  are
            particularly  sensitive to  fluctuations  in market  interest rates.
            Thus, when market interest rates rise,  absent other factors such as
            changes  in the  perceived  creditworthiness  of the  Obligor on the
            underlying  Bonds,  there  will  be a sharp  percentage  fall in the
            market  price  of  Coupon   Receipts   relative  to  coupon  bearing
            instruments  of a similar  maturity.  The market  prices of Callable
            Principal Receipts will be subject to similar volatility.  Investors
            should  consider  whether  such  potential  secondary  market  price
            volatility is in accordance with their investment needs.

                        2.  NO  DETAILED   INFORMATION   ABOUT   OBLIGOR.   This
            Prospectus  Supplement does not provide  detailed  information  with
            respect to the Obligor.  See  "AVAILABLE  INFORMATION  REGARDING THE
            OBLIGORS" in the Prospectus.

                        3. OBLIGOR IS ONLY PAYMENT SOURCE. Proceeds of the Bonds
            held by the Trust are the sole source of payment  for the  Receipts.
            The Bonds may be subject to laws permitting bankruptcy,  moratorium,
            reorganization  or other  actions  which,  in the event of financial
            difficulties of the Obligor, could result in delays in payment or in
            non-payment   of  the  Bonds  and   consequently   late  payment  or
            non-payment  of  Receipts.   In  certain  cases,   the   bankruptcy,
            reorganization  or moratorium  could result in non-payment of one or
            more Coupon Receipts while the related Callable  Principal  Receipts
            are paid in part or in full.

                        4.  LACK OF  AFFILIATION  BETWEEN  THE  OBLIGOR  AND THE
            DEPOSITOR.  The  Depositor is not  affiliated  with the Obligor and,
            although the Depositor has no knowledge of any event that would have
            a material  adverse effect on the Obligor,  any such event is beyond
            the Depositor's ability to control and may be difficult to predict.

                        The  Obligor  is not  involved  in the  offering  of the
            receipts  and  has no  obligation  with  respect  to  the  receipts,
            including  any  obligation  to take the needs of the Depositor or of
            holders of the  receipts  into  consideration  for any  reason.  The
            Depositor  will not receive any of the proceeds of this Offering and
            is  not  responsible   for,  and  has  not   participated   in,  the
            determination  of the timing of, prices for, or  quantities  of, the
            receipts to be issued in this  Offering or in the  determination  or
            calculation  of the  principal  amount to be paid at  maturity.  The
            Obligor  is not  involved  with  the  administration,  marketing  or

                                      S-4
<PAGE>

            trading of the receipts and has no  obligations  with respect to the
            principal amount to be paid to holders of receipts at maturity.

                        5. NO ASSURANCE OF LIQUIDITY. There is no assurance that
            any secondary  market will develop or be maintained for any Receipt.
            While Rickel intends to maintain a secondary market for Receipts, it
            is  not  obligated  to do  so.  There  can  be no  assurance  that a
            secondary  market  in the  Receipts  will  develop  or,  if it  does
            develop,  that it will remain in  existence  for any period of time.
            The  absence  of a  secondary  market  would  adversely  affect  the
            liquidity of the Receipts. Even if such a secondary market develops,
            the  secondary  market  for  securities  of a  type  similar  to the
            Receipts has at times been  characterized by high  volatility,  with
            widely disparate price quotes and wide spreads between bid and asked
            prices. Such secondary market conditions may create difficulties for
            investors  who need to obtain timely daily price quotes with respect
            to the Receipts or for investors who wish to dispose of Receipts.

                        6. CERTAIN TAX CONSIDERATIONS. Under Section 1286 of the
            Code, the separation of the right to receive principal payments on a
            bond from the right to receive interest payments on the bond results
            in the creation of a "stripped  bond" (with respect to the principal
            payments)  and  "stripped  coupons"  (with  respect to the  interest
            payments).  As a result of the separation of the interest  component
            of a Bond from the principal component,  the resulting Receipts will
            be treated for tax  purposes as being  issued on the  purchase  date
            with original issue discount ("OID").  Under the relevant tax rules,
            OID accrues  for tax  purposes on a daily basis over the term of the
            Receipt.  It is essential that each potential  purchaser of Receipts
            understand that OID accrues (and taxable income results) in any year
            REGARDLESS  OF WHETHER  ANY CASH  PAYMENT IS MADE to the Holder with
            respect  to the  Receipt  or  Receipts  that  he,  she or it  holds.
            Consequently, Holders of Receipts who are subject to income taxation
            are likely to recognize taxable income in the form of accrued OID in
            tax years when they  receive NO CASH  DISTRIBUTIONS  with respect to
            the Receipts.  Any  purchaser of Receipts must consider  whether he,
            she or it has  the  cash  resources  to  meet  the  tax  obligations
            resulting  from the accrual of OID with  respect to the  Receipts in
            taxable years when no cash will be  distributed  with respect to the
            Receipts.

                        7. BONDS SUBJECT TO REDEMPTION. The Bonds are subject to
            redemption  prior to  maturity  at the  option of the  Obligor on or
            after the First Call Date, in whole or in part. Such redemption will
            cause the  retirement  of all or a pro rata  portion of the Callable
            Principal  Receipts,  as  applicable.  There  can  be no  assurance,
            however,  that all or any portion of the Callable Principal Receipts
            will be redeemed on the First Call Date,  or on any other date prior
            to their maturity.

                        8.  RATING OF THE  RECEIPTS.  It is a  condition  to the
            issuance  of  any  series  of  Receipts  that  they  be  rated  by a
            nationally  recognized  statistical  rating  organization  (such  as
            Moody's  Investor  Service,  Inc.  ("Moody's")  or Standard & Poor's
            Corporation ("S&P")) (each, a


                                      S-5
<PAGE>

            "Rating  Agency")  in one of its  generic  rating  categories  which
            signifies  investment  grade;  typically,  the four  highest  rating
            categories  (within which there may be  sub-categories or gradations
            indicating relative standing) signify investment grade. For example,
            Moody's  ratings  between Aaa and Baa, and S&P's ratings between AAA
            and BBB, signify  investment grade. The ratings of any series of the
            Receipts by the Rating  Agencies  address the likelihood of the full
            and timely  payment of the  aggregate  face amount of the  Receipts.
            There is no  assurance  that any such rating will  continue  for any
            period of time or that it will not be revised or withdrawn  entirely
            by such Rating Agency if, in its judgment, circumstances (including,
            without  limitation,  the  financial  health  of the  issuer  of the
            underlying  Bonds) so  warrant.  A revision  or  withdrawal  of such
            rating  may  have an  adverse  effect  on the  market  price  of the
            Receipts.  A security rating is not a recommendation to buy, sell or
            hold securities.

                                   THE OBLIGOR

            According  to  publicly   available   documents,   the  Obligor,   a
______________ corporation, is primarily in the business of ______________.  The
Obligor is subject to the informational  requirements of the Securities Exchange
Act  of  1934,  as  amended.  Accordingly,  the  Obligor  files  reports,  proxy
statements and other  information  with the Securities and Exchange  Commission.
Copies of such reports,  proxy statements and other information may be inspected
and  copied at  certain  offices  of the  Commission  and at the  offices of the
[Exchange]  [NASD] at the addresses listed under "Available  Information" in the
Prospectus.

            THIS  PROSPECTUS  SUPPLEMENT  RELATES ONLY TO THE  RECEIPTS  OFFERED
HEREBY AND DOES NOT RELATE TO ANY  SECURITIES  OF THE OBLIGOR.  ALL  DISCLOSURES
CONTAINED IN THIS PROSPECTUS  SUPPLEMENT  REGARDING THE OBLIGOR ARE DERIVED FROM
THE PUBLICLY AVAILABLE DOCUMENTS DESCRIBED IN THE PRECEDING  PARAGRAPH.  NEITHER
THE DEPOSITOR NOR THE UNDERWRITER HAVE  PARTICIPATED IN THE PREPARATION OF THOSE
DOCUMENTS,  OR MADE ANY DUE  DILIGENCE  INQUIRY WITH RESPECT TO THE  INFORMATION
PROVIDED THEREIN. THERE CAN BE NO ASSURANCE THAT ALL EVENTS CURRENT PRIOR TO THE
DATE HEREOF THAT WOULD  EFFECT THE OBLIGOR  (INCLUDING  EVENTS THAT WOULD EFFECT
THE ACCURACY OR COMPLETENESS OF THE PUBLICLY  AVAILABLE  DOCUMENTS  DESCRIBED IN
THE PRECEDING PARAGRAPH) HAVE BEEN PUBLICLY DISCLOSED.

                                  THE RECEIPTS

GENERAL

            The  Receipts  consist of Coupon  Receipts  evidencing  ownership of
future interest payments  ("Interest  Payments") and Callable Principal Receipts
evidencing  ownership of future payments of principal and redemption premium, if
any ("Callable  Principal  Payments"),  and all Interest  Payments due after the
First Call Date and prior to  redemption  or maturity.  Payments of interest and
principal will come solely from payments of principal,  interest and premium, if
any, on the Bonds made by the Obligor.  An investor  purchasing  Receipts should
avail itself of the

                                      S-6
<PAGE>

same information concerning the Obligor as it would if it were purchasing Bonds.
See "AVAILABLE INFORMATION REGARDING THE OBLIGORS" in the Prospectus.

            Each  Coupon  Receipt  is  payable  on or after  the due date of the
corresponding  Interest Payment on the Bonds,  subject to receipt thereof by the
Trustee.  The  principal  portion of each  Callable  Principal  Receipt  and any
redemption  premium is  payable  on or after the  earlier of the due date of the
corresponding  Callable  Principal  Payment,  which is the maturity  date of the
Bonds,  and the date on which the Bonds are redeemed by the Obligor,  subject to
receipt  of such  principal  and any  redemption  premium by the  Trustee.  Each
Callable  Principal  Receipt includes the right to receive Interest Payments due
on each _____ and _____  occurring after the First Call Date up to and including
the  maturity  date of the Bonds or the date on which the Bonds are  redeemed by
the Obligor.  No Interest Payments will be made on Callable  Principal  Receipts
after any such redemption.  The face amount of each Receipt will be equal to the
payment or  payments  to be  received  thereon,  except  that the face amount of
Callable  Principal  Receipts will not include (i) the amount of any  redemption
premium  which would be paid in the event of a  redemption  prior to maturity or
(ii) any Interest  Payments  which may be made if the  underlying  Bonds are not
called  for  redemption  on the  First  Call  Date.  See  "Redemption  of  Bonds
Underlying Callable Principal Receipts."

            The Receipts are being offered at  substantial  discounts from their
face amounts.  See "FEDERAL  INCOME TAX  CONSEQUENCES"  in the  Prospectus for a
discussion of income tax consequences.

            Pursuant to the Trust  Agreement,  the Bonds underlying the Receipts
will be held by the  Trustee  for the  benefit  of the  Holders  in the  form of
physical Receipts or as book-entry  credits to an account of the Trustee at DTC.
The Obligor is not a party to the Trust Agreement.  Each Holder of a Receipt, by
its  acceptance  thereof,  agrees to be bound by the terms and conditions of the
Trust Agreement.

            THE RECEIPTS OFFERED HEREBY ARE DIFFERENT FROM, AND NOT EXCHANGEABLE
FOR, ANY OTHER SERIES OF RECEIPTS OR ANY OTHER RECEIPT OR CERTIFICATE EVIDENCING
OWNERSHIP OF FUTURE  INTEREST,  PRINCIPAL AND PREMIUM,  IF ANY,  PAYMENTS DUE ON
OBLIGOR  OBLIGATIONS,  AND ARE SUBJECT TO THE TERMS AND  CONDITIONS OF THE TRUST
AGREEMENT.

            The Receipts will be delivered in registered  form. The Receipts are
being offered  initially in book entry form only through DTC, in face amounts of
$1,000 and multiples thereof,  and purchasers will not receive physical Receipts
representing their ownership of Receipts.

                                    THE BONDS

            The  following  description  has been  obtained  from the  Obligor's
Registration  Statement  on Form S-__ dated  _______  __,  ____ (No.  33-______)
pursuant to which the Bonds were originally  offered and sold to the public. The
following summary of certain  provisions of the Indenture (as defined below) and
the Bonds does not purport to be complete,  and such  descriptions are qualified
in their entirety by reference to all of the provisions of the Indenture

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<PAGE>

and the  Bonds,  as the  case may be  (including  in each  case the  definitions
therein of certain terms). Although the Depositor believes that the descriptions
contained herein are accurate, the Depositor has not independently confirmed the
accuracy of each of the statements made herein.

GENERAL

            The  Bonds  have  been  issued   under  an   Indenture   dated  (the
"Indenture"),  between the Obligor and  ____________,  as the trustee (the "Bond
Trustee").

            Interest   on  the  Bonds   will  be  payable   [semi-annually]   on
____________ and  _____________.  The Bonds will mature on ______________  __, ,
unless redeemed earlier at the option of the Obligor.

            The Bonds are not secured by the assets of the Obligor or  otherwise
and do not have the benefit of a sinking fund for the  retirement  of principal.
Only capital stock of the Obligor is junior in right of payment to the Bonds.

REDEMPTION AT THE OPTION OF THE OBLIGOR

            The Bonds are  redeemable at the option of the Obligor,  in whole or
in part,  at any time  after  ________,  _____,  and in  certain  circumstances,
sooner, on not less than 30 days notice, at an initial redemption price equal to
________________,  declining  in equal annual  increments  to ____% in the tenth
year together with accrued interest to the redemption date.

SUBORDINATION

            The principal and premium, if any, and interest on the Bonds will be
subordinated  and junior in right of payment to the prior payment in full of all
Senior  Indebtedness of the Obligor.  Senior  Indebtedness is defined as any and
all  indebtedness  of the  Obligor  except  any  particular  indebtedness  which
expressly  provides  in the  instrument  creating  such  indebtedness  that such
indebtedness  shall be subordinate or rank pari passu in right of payment of the
Bonds.  Upon any  distribution  of assets of the Obligor in connection  with any
dissolution,  winding  up,  liquidation,  reorganization,  bankruptcy  or  other
similar proceeding  relative to the Obligor,  holders of all Senior Indebtedness
will first be entitled to receive payment in full before any distribution to the
holders of the Bonds.  No direct or indirect  payment may be made by the Obligor
of  principal,  premium or interest on the Bonds and no Bonds may be acquired by
the Obligor for cash or property if at the time of such  payment or  acquisition
there  exists a default in the payment of all or part of  principal,  premium or
interest  on any  Senior  Indebtedness  and such  default  has not been cured or
unless  the  effect of this  provision  has been  waived by the  holders of such
Senior Indebtedness.

RESTRICTIONS ON SALE OF ASSETS

            The Indenture also provides that the Obligor will not sell,  assign,
transfer,  or  otherwise  dispose  of any  Capital  Stock of any  subsidiary  or
securities convertible into, or options, warrants, or rights to subscribe for or
to purchase any Capital  Stock of any such  subsidiary,  except for (i)

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<PAGE>

sales on other  dispositions  made to qualify a person to serve as a director of
any such  subsidiary;  (ii) sales or other  dispositions of fair market value in
cash (as  determined  by the Board of Directors of the Obligor) if, after giving
effect hereto and assuming conversion of any convertible securities, the Obligor
will own not less than 80% of the Capital Stock of such subsidiary;  (iii) sales
or other  dispositions in connection with a merger or  consolidation as to which
the  Obligor  will  have  the same or  greater  proportionate  ownership  in the
resulting or surviving  entity than that which it had in such  subsidiary;  (iv)
sales  or  other  dispositions  made in  compliance  with an order of a court or
regulatory  authority  of  competent  jurisdiction;  or  (v)  any  sale  by  any
subsidiary of shares of its Capital Stock to the Obligor.

MERGER, CONSOLIDATION OR SALE OF ASSETS; SUCCESSOR CORPORATION

            The Obligor has agreed that it will not merge or  consolidate  with,
or  sell  all or  substantially  all of its  assets  to,  any  person,  firm  or
corporation  unless it is the surviving  corporation  in such  transaction  and,
immediately  thereafter,  is not in default under the Indenture or, if it is not
the surviving  corporation,  the  successor  corporation  expressly  assumes the
Obligor's   obligations   under  the  Indenture  and,   immediately  after  such
transaction,  the successor  corporation  is not in default under the Indenture.
Any  successor  corporation  shall assume by  supplemental  indenture all of the
obligations of the Obligor under the Bonds and the Indenture.

EVENTS OF DEFAULT

            Under the Indenture, an "Event of Default" on the Bonds occurs if:

            (i) the  Obligor  defaults  in the  payment of interest on the Bonds
when the same  becomes  due and the default  continues  for a period of 30 days,
whether  or not such  payments  shall be  prohibited  by the  provisions  of the
Indenture;

            (ii) the Obligor  defaults in the  payment of the  principal  of (or
premium,  if any,  on) the  Bonds  when  the same  becomes  due and  payable  at
maturity,  upon  acceleration,  redemption  or  otherwise,  whether  or not such
payment shall be prohibited by the provisions of the Indenture;

            (iii) the  Obligor  fails to comply  with any of its  agreements  or
covenants in, or provisions of, or the Indenture,  and the default continues for
the period and after the notice specified below;

            (iv) a final  judgment or final  judgments  for the payment of money
are entered by a court or courts of competent  jurisdiction  against the Obligor
or its subsidiaries which remain  undischarged and unbonded for a period (during
which  execution  shall not be effectively  stayed) of 60 days and have not been
appealed,  provided that the aggregate of all such  judgments (to the extent not
paid or covered by insurance) exceeds $3,000,000;

            (v) the Obligor or any  subsidiary or  subsidiaries,  pursuant to or
within the meaning of any Bankruptcy Law:

               (A) commences a voluntary case or proceeding,


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<PAGE>

               (B) consents to the entry of an order for relief against it in an
                   involuntary case or proceeding,

               (C) consents to the  appointment  of a Custodian of it or for all
                   substantially all of its property,

               (D) makes a general  assignment for the benefit of its creditors,
                   or

               (E) generally  is not  paying its debts as the same  becomes  due
                   unless such debts are the subject of a bona fide dispute; or

            (vi) a court of  competent  jurisdiction  enters  an order or decree
under any Bankruptcy Law that:

               (A) is for  relief  against  the  Obligor  or any  subsidiary  or
                   subsidiaries in an involuntary case or proceeding,

               (B) appoints a  Custodian  of the  Obligor or any  subsidiary  or
                   subsidiaries or for all or substantially all of its property;
                   or

               (C) orders the  liquidation  of the Obligor or any  subsidiary or
                   subsidiaries; and

in each case the order or decree remains unstayed and in effect for 60 days.

            The term  "Bankruptcy  Law" means Title 11, U.S. Code or any similar
Federal or state law for the relief of debtors.  The term "Custodian"  means any
receiver, trustee, assignee, liquidator,  sequestrator or similar official under
any Bankruptcy Law.

            A default  under clause (iii) above is not an Event of Default until
the Bond Trustee notifies the Obligor in writing, or the Holders of at least 25%
in  principal  amount of the Bonds then  outstanding  notify the Obligor and the
Bond  Trustee in writing,  of the  default,  and the  Obligor  does not cure the
Default within 30 days after receipt of the notice.  The notice must specify the
default,  demand that it be  remedied  and state that the notice is a "Notice of
Default".  Such notice  shall be given by the Bond  Trustee if so  requested  in
writing  by the  Holders of at least 25% in  principal  amount of the Bonds then
outstanding.  Any notice  required to be  delivered  by the Bond  Trustee to the
Obligor  shall be given  promptly  after the Bond Trustee  becomes aware of such
Default or is requested by the Holders to deliver such notice.

MODIFICATION AND WAIVER

            The Obligor may omit in any  particular  instance to comply with any
covenant or condition as set forth in the  Indenture if before the time for such
compliance the holders of 66 2/3% in aggregate  principal amount of the Bonds at
the time  outstanding  shall either waive such  compliance  in such  instance or
generally waive  compliance with such covenant or condition,  but no such waiver
may  extend to or affect  such  covenant  or  condition  except to the extent so

                                      S-10
<PAGE>

expressly waived,  and, until such waiver has become effective,  the obligations
of the  Obligor  and the  duties  of the Bond  Trustee  in  respect  of any such
covenant will remain in full force and effect.  No  Supplemental  Indenture will
affect the seniority  rights of the holders of Senior  Indebtedness  without the
consent of such holders.

            Most of the terms of the Indenture and the Bond may be modified with
the written  consent of  two-thirds  of the Holders.  However,  each holder must
agree to an extension of maturity, a reduction in conversion price or redemption
percentage or a reduction in the aforesaid percentage required for modification.

                                   THE TRUSTEE

            _________________ will act as Trustee under the Trust Agreement. The
designated  office of the Trustee for the  transfer,  exchange or  withdrawal of
Receipts is ______________,  New York, New York.  Notwithstanding the foregoing,
under the DTC Book Entry Only System, transfers and exchange of Receipts will be
accomplished  as described under "Certain  Information  Regarding the Receipts -
Book-Entry Registration" in the Prospectus.

            Any Holder  presenting  Receipts for  surrender or  registration  of
transfer or exchange may be required to file such proof of  residence,  or other
matters  or  information,   to  execute  such  certificates  and  to  make  such
representations  and  warranties  and such  assurances,  including  a  signature
guaranty,  as the Trustee may reasonably  deem necessary or proper.  The Trustee
may withhold the delivery or delay the surrender of a  registration  of transfer
or exchange of any Receipts until such proof or other information is filed, such
receipts are executed or such representations and warranties are made.

                                  THE OFFERING

            The  Receipts  will  be  transferred  by  the  Depositor  to  Rickel
Securities,  Inc. in exchange for the Bonds,  and there will be no cash proceeds
received by the Depositor from the sale of the Receipts. Rickel Securities, Inc.
has purchased  each Bond in the  secondary  market at a price that is lower than
the aggregate price expected to be realized by Rickel Securities,  Inc. from its
sale of the Coupon  Receipts and  Callable  Principal  Receipts  related to such
Bond.  The  difference  between  the price paid by Rickel  Securities,  Inc.  to
purchase  each Bond in the  secondary  market and the  aggregate  proceeds to be
realized by Rickel  Securities,  Inc.  from the sale of the Receipts  related to
such Bond,  less costs and expenses,  represents  underwriting  compensation  to
Rickel  Securities,  Inc.  No other  remuneration  will be  received  by  Rickel
Securities, Inc. or the Depositor in connection with the offering.

            The Receipts are being offered and sold by Rickel  Securities,  Inc.
pursuant  to  this  Prospectus   Supplement  in  negotiated   transactions  with
investors.  The actual price of the Receipts  will be determined at the times of
such sales and are expected to vary for different Receipts.


                                      S-11
<PAGE>

            The obligation of Rickel Securities, Inc. to deliver the Receipts is
subject to certain conditions,  including,  among others, the receipt of certain
legal opinions described in the Prospectus.

            Prior to the  Offering,  there  has been no  public  market  for the
Receipts  and no  assurance  can be given that such a market  will  develop as a
result of this offering.


                                      S-12
<PAGE>

                                 COUPON RECEIPTS

ITEM                                     CUSIP                   AGGREGATE FACE
NUMBER           DUE DATE                NUMBER                  AMOUNT OFFERED



                           CALLABLE PRINCIPAL RECEIPTS

ITEM                                     CUSIP                   AGGREGATE FACE
NUMBER           DUE DATE                NUMBER                  AMOUNT OFFERED


            FIRST CALL DATE

            ------- ---, -----

                                      S-13