DEFINED ASSET FUNDSSM
- --------------------------------------------------------------------------------
EQUITY INVESTOR FUND The objective of this Defined Fund is total return
CONCEPT SERIES through a combination of capital appreciation and,
TELE-GLOBAL TRUST 2 to a lesser extent, current income by investing
(A UNIT INVESTMENT for a period of about two years in a diversified
TRUST) portfolio of publicly traded common stocks issued
- ------------------------------by domestic and international companies engaged in
- -- PROFESSIONAL SELECTION a wide range of telecommunications activities.
- -- DIVERSIFICATION These issuers provide local, long distance and
- -- REINVESTMENT OPTION cellular telecommunications services as well as
telecommunications equipment and networking. The
telecommunications industry is expected to
continue to expand, stimulated by competition,
globalization and introduction of new products.
There is no assurance that the Fund's objective
will be met.
The value of units will fluctuate with the value
of the common stocks in the Portfolio and no
assurance can be given that the underlying common
stocks will continue to pay dividends or that the
underlying common stocks or the units will
appreciate in value.
Minimum purchase: $250.
-------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
SPONSORS: PART A OF THIS PROSPECTUS MAY NOT BE DISTRIBUTED
Merrill Lynch, UNLESS ACCOMPANIED BY EQUITY INVESTOR FUND
Pierce, Fenner & Smith PROSPECTUS PART B.
Incorporated -------------------------------------------------
Smith Barney Inc. INQUIRIES SHOULD BE DIRECTED TO THE TRUSTEE AT
Prudential Securities 1-800-323-1508.
Incorporated PROSPECTUS PART A DATED MAY 15, 1998.
Dean Witter Reynolds Inc. INVESTORS SHOULD READ THIS PROSPECTUS CAREFULLY
PaineWebber Incorporated AND RETAIN IT FOR FUTURE REFERENCE.
<PAGE>
- --------------------------------------------------------------------------------
Def ined Asset FundsSM
Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $115 billion sponsored over the last 25 years. Each Defined
Asset Fund is a portfolio of preselected securities. The portfolio is divided
into 'units' representing equal shares of the underlying assets. Each unit
receives an equal share of income and principal distributions.
Defined Asset Funds offer several defined 'distinctives'. You know in advance
what you are investing in and that changes in the portfolio are limited - a
defined portfolio. Most defined bond funds pay interest monthly - defined
income. The portfolio offers a convenient and simple way to invest - simplicity
defined.
Your financial professional can help you select a Defined Asset Fund to meet
your personal investment objectives. Our size and market presence enable us to
offer a wide variety of investments. The Defined Asset Funds family offers:
o Municipal bond portfolios
o Corporate bond portfolios
o Government bond portfolios
o Equity portfolios
o International bond and equity portfolios
The terms of Defined Funds are as short as one year or as long as 30 years.
Special defined bond funds are available including: insured funds, double and
triple tax-free funds and funds with 'laddered maturities' to help protect
against changing interest rates. Defined Asset Funds are offered by prospectus
only.
- ----------------------------------------------------------------
Defining Your Portfolio
- ----------------------------------------------------------------
The 34 stocks represented in the Fund are issued by companies that are expected
to benefit from new telecommunications legislation and a perceived trend toward
globalization of the telecommunications industry. Investing in the Portfolio,
rather than in only one or two of the underlying common stocks, is a way to
diversify your investment. Based upon the principal business of each issuer and
current market values, the following types of telecommunications companies are
represented in the Portfolio:
PORTFOLIO
PERCENTAGE
/ / Telecommunications Services
Regional Bells 18.91%
Independents 9.84%
Long Distance 4.15%
Wireless 2.72%
/ / Telecommunications Equipment 15.57%
/ / Telecommunications Networking 24.00%
/ / International 24.81%
- ----------------------------------------------------------------
Defining Your Risks
- ----------------------------------------------------------------
Unit price fluctuates with the value of the Portfolio, and the value of the
Portfolio could be affected by changes in the financial condition of the
issuers, changes in the telecommunications industry, movements in stock prices
generally, the impact of the Sponsors' purchase and sale of the securities
(especially during the primary offering period of units) and other factors.
Therefore, there is no guarantee that the objective of the Portfolio will be
achieved.
Unlike a mutual fund, the Portfolio is not actively managed and the Sponsors
receive no management fee. Therefore, the adverse financial condition of an
issuer or any market movement in the price of a security will not necessarily
require the sale of securities from the Portfolio or mean that the Sponsors will
not continue to purchase the security in order to create additional Units.
Although the Portfolio is regularly reviewed and evaluated and Sponsors may
instruct the Trustee to sell securities under certain limited circumstances,
securities will not be sold to take advantage of market fluctuations or changes
in anticipated rates of appreciation.
In addition, the Fund is concentrated in common stocks of domestic
telecommunications companies and therefore is dependent to a significant extent
on revenues generated from those particular activities (see Risk Factors--The
Telecommunications Industry in Part B).
A-2
<PAGE>
- ----------------------------------------------------------------
Defining Your Investment
- ----------------------------------------------------------------
PUBLIC OFFERING PRICE PER 1,000 UNITS $1,303.01
The Public Offering Price as of January 31, 1998, the the evaluation date, is
based on the aggregate value of the underlying securities ($44,073,924.51)
divided by the number of units outstanding (34,781,200) times 1,000, plus sales
charge. An amount equal to principal cash and income cash adjustments is added
to the Public Offering Price. The Public Offering Price on any subsequent date
will vary. The underlying securities are valued by the Trustee on the basis of
their closing sale prices at 4:00 p.m. Eastern time on every business day.
SALES CHARGES
The total sales charge for this investment combines an initial up-front sales
charge and a deferred sales charge that will be deducted from the net asset
value of the Portfolio quarterly on the 10th of each February, May, August and
November.
QUARTERLY INCOME DISTRIBUTIONS
Distributions of income, if any, will be paid on the 25th day of March, June,
September and December of each year to Holders of record on the 10th day of
those months. In order to meet certain tax requirements, a special distribution
of income including capital gains, may be paid to holders of record as of a date
in December. Any capital gain net income will generally be distributed after the
end of the year.
REINVESTMENT OPTION
You can elect to automatically reinvest your distributions into additional units
of the Portfolio subject only to the deferred sales charge remaining at the time
of reinvestment. Reinvesting helps to compound your income for a greater total
return.
TAXES
Distributions which are taxable as ordinary income to Holders will constitute
dividends for federal income tax purposes and may, subject to certain
limitations, be eligible for the dividends-received deduction for certain
corporations (see Taxes in Part B). Corporate investors should be aware that the
46-day holding period for the dividends-received deduction must begin before and
include each ex-dividend date and excludes the purchase date and any days on
which the investor's investment is hedged. Foreign holders should be aware that
distributions from the Fund will generally be subject to information reporting
and withholding taxes.
Noncorporate investors may be entitled to a 20% maximum federal tax rate for
capital gains derived from the Fund. (See Taxes in Part B.)
TAX BASIS REPORTING
The proceeds received when you sell this investment will reflect the deduction
of the deferred sales charge. In addition, the annual statement and the relevant
tax reporting forms you receive at year-end will be based on the amount paid to
you (not including the deferred sales charge). Accordingly, you should not
increase your basis in your units by the deferred sales charge.
TERMINATION DATE
The Portfolio will terminate by February 28, 2000. The final distribution will
be made within a reasonable time afterward. The Portfolio may be terminated
earlier if its value is less than 40% of the value of the securities when
deposited. On the evaluation date, the value of the Portfolio was 118% of the
value of the securities when deposited.
A-3
<PAGE>
- ----------------------------------------------------------------
Defining Your Costs
- ----------------------------------------------------------------
SALES CHARGE
First-time investors pay a 2.75% sales charge when they buy. In addition, a
deferred sales charge of $1.625 per 1,000 units will be deducted from the
Portfolio's net asset value each quarter ($6.50 per year). This deferred method
of payment keeps more of your money invested over a longer period of time.
Although this is a unit investment trust rather than a mutual fund, the
following information is presented to permit a comparison of fees and an
understanding of the direct or indirect costs and expenses that you pay.
As a %
of Public Amount per
Offering Price 1,000 Units
--------------- ---------------
Maximum Initial Sales Charge 2.7500% $ 35.833
Maximum Deferred Sales Charge 1.1224% $ 14.625
--------------- ---------------
3.8724% $ 50.458
--------------- ---------------
--------------- ---------------
Maximum Sales Charge Imposed on
Reinvested Dividends 1.1224% $ 14.625
ESTIMATED ANNUAL FUND OPERATING EXPENSES
Amount per
1,000 Units
---------------
Trustee's Fee $ 0.84
Portfolio Supervision, Bookkeeping and
Administrative Fees $ 0.45
Organizational Expenses $ 0.62
Other Operating Expenses $ 0.50
---------------
TOTAL $ 2.41
This Fund (and therefore the investors) will bear all or a portion of its
organizational costs--including costs of preparing the registration statement,
the trust indenture and other closing documents, registering units with the SEC
and the states and the initial audit of the Portfolio--as is common for mutual
funds.
COSTS OVER TIME
As of the evaluation date, January 31, 1998, you would have paid the following
cumulative expenses for a $1,000 investment, assuming 5% annual return on the
investment throughout the indicated periods and redemption at the end of the
period:
1 Year 2 Years
$37 $46
The example assumes reinvestment of all dividends and distributions and uses a
5% annual rate of return as mandated by SEC regulations applicable to mutual
funds. For purposes of the example, the deferred sales charge imposed on
reinvestment of dividends is not reflected until the year following payment of
the dividend; the cumulative expenses would be higher if sales charges on
reinvested dividends were reflected in the year of reinvestment.
The example should not be considered a representation of past or future expenses
or annual rates of return; the actual expenses and annual rates of return may be
more or less than the example.
REDEEMING OR SELLING YOUR INVESTMENT
You may redeem or sell your units at any time prior to the termination of the
Portfolio. Your price will be based on the then current net asset value. The
redemption and secondary market repurchase price as of the evaluation date was
$1,267.18 per 1,000 units ($35.83 per 1,000 units less than the Public Offering
Price). This price reflects deductions of the deferred sales charge which
declines over the life of the Portfolio. If you sell your units before the
termination of the Portfolio, no further deferred sales charges will be
deducted.
A-4
<PAGE>
EQUITY INVESTOR FUND, CONCEPT SERIES
TELE-GLOBAL TRUST 2 - DEFINED ASSET FUNDS
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders
of Equity Investor Fund, Concept Series
Tele-Global Trust 2 - Defined Asset Funds:
We have audited the accompanying statement of condition of Equity Investor Fund,
Concept Series Tele-Global Trust 2 - Defined Asset Funds, including the
portfolio, as of January 31, 1998 and the related statements of operations and
of changes in net assets for the year ended January 31, 1998 and the period
February 15, 1996 to January 31, 1997. These financial statements are the
responsibility of the Trustee. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Securities owned at
January 31, 1997, as shown in such portfolio, were confirmed to us by The Chase
Manhattan Bank, the Trustee. An audit also includes assessing the accounting
principles used and significant estimates made by the Trustee, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Equity Investor Fund, Concept
Series Tele-Global Trust 2 - Defined Asset Funds at January 31, 1998 and the
results of its operations and changes in its net assets for the above-stated
periods in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
April 13, 1998
D-1
<PAGE>
EQUITY INVESTOR FUND, CONCEPT SERIES
TELE-GLOBAL TRUST 2 - DEFINED ASSET FUNDS
STATEMENT OF CONDITION
AS OF JANUARY 31, 1998
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $32,283,585) (Note 1) $44,036,087
Dividends receivable 92,065
Proceeds receivable from securities sold 37,874
Deferred organizational costs (Note 5) 83,808
Total trust property 44,249,834
LESS LIABILITIES:
Redemptions payable $ 58,891
Accrued expenses 1,318
Advance from Trustee 29,435
Other liabilities (Note 5) 124,130 213,774
NET ASSETS, REPRESENTED BY:
34,781,200 units of fractional undivided interest
outstanding (Note 3) 43,974,242
Undistributed net investment income 61,818 $44,036,060
UNIT VALUE ($44,036,060 / 34,781,200 units) $1.26609
See Notes to Financial Statements.
D-2
<PAGE>
EQUITY INVESTOR FUND, CONCEPT SERIES
TELE-GLOBAL TRUST 2 - DEFINED ASSET FUNDS
STATEMENTS OF OPERATIONS
February 15,
Year Ended 1996 to
January 31, January 31,
1998 1997
[S] [C] [C]
INVESTMENT INCOME:
Dividend income $ 730,023 $ 513,713
Foreign tax expense (Note 1) (33,200) (24,146)
Trustee's fees and expenses (50,486) (39,784)
Sponsors' fees (11,334) (12,967)
Net investment income 635,003 436,816
REALIZED AND UNREALIZED GAIN ON
INVESTMENTS:
Realized gain on securities sold 1,615,630 34,913
Unrealized appreciation on investments 5,007,114 6,745,388
Realized and unrealized gain on investments 6,622,744 6,780,301
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $7,257,747 $7,217,117
See Notes to Financial Statements.
D-3
<PAGE>
EQUITY INVESTOR FUND, CONCEPT SERIES
TELE-GLOBAL TRUST 2 - DEFINED ASSET FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
February 15,
Year Ended 1996 to
January 31, January 31,
1998 1997
OPERATIONS:
Net investment income $ 635,003 $ 436,816
Realized gain on securities sold 1,615,630 34,913
Unrealized appreciation of investments 5,007,114 6,745,388
Net increase in net assets resulting
from operations 7,257,747 7,217,117
DISTRIBUTIONS TO HOLDERS (Note 2):
Income (626,062) (444,210
Principal (876,870)
Total distributions (1,502,932) (444,210)
CAPITAL SHARE TRANSACTIONS:
Deferred sales charges (235,691) (159,541)
Issuance of 1,935,865 and 36,592,328
additional units 2,250,357 34,327,506
Redemptions of 3,769,299 and 339,287 units,
respectively (4,623,431) (367,529)
Deferred organizational costs (22,457) (17,865)
Net capital share transactions (2,631,222) 33,782,571
NET INCREASE IN NET ASSETS 3,123,593 40,555,478
NET ASSETS AT BEGINNING OF PERIOD 40,912,467 356,989
NET ASSETS AT END OF PERIOD $44,036,060 $40,912,467
PER UNIT:
Income distributions during period $0.01755 $0.01315
Principal distributions during period $0.02531
Net asset value at end of period $1.26609 $1.11738
TRUST UNITS OUTSTANDING AT END OF PERIOD 34,781,200 36,614,634
See Notes to Financial Statements.
D-4
<PAGE>
EQUITY INVESTOR FUND, CONCEPT SERIES
TELE-GLOBAL TRUST 2 - DEFINED ASSET FUNDS
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940 as a Unit
Investment Trust. The following is a summary of significant accounting
policies consistently followed by the Fund in the preparation of its
financial statements. The policies are in conformity with generally
accepted accounting principles.
(a) Securities are stated at value; for securities listed on a national
securities exchange, value is based on the closing sale price on such
exchange and, for securities not so listed, value is based on the
current bid price on the over-the-counter market (see "How to Sell
Units - Trustee's Redemption of Units" in this Prospectus, Part B).
Realized gains or losses on sales of securities are determined using
the first-in, first-out cost method.
(b) The Fund is not subject to domestic income taxes. Accordingly, no
provision for such taxes is required.
Dividends received by the Fund from foreign issuers are, in most
cases, subject to foreign withholding taxes. The Fund has made, and
expects to continue to make, an election that will enable Holders to
credit foreign withholding taxes against their Federal income tax
liability on distributions by the Fund.
(c) Dividend income is recorded on the ex-dividend date.
2. DISTRIBUTIONS
A distribution of net investment income is made to Holders on the 25th day
of March, June, September and December each year. Receipts other than
dividends, after deductions for redemptions and applicable expenses, are
also distributed as explained in "Income, Distributions and Reinvestment -
Distributions" in this Prospectus, Part B.
3. NET CAPITAL
Cost of 34,781,200 units at Dates of Deposit $33,930,067
Less sales charge 933,077
Net amount applicable to Holders 32,996,990
Net cost of 4,108,586 units less redemption amounts
paid (1,113,369)
Principal distributions (876,870)
Deferred sales charges (395,232)
Deferred organizational costs (40,322)
Realized gain on securities sold 1,650,543
Net unrealized appreciation of investments 11,752,502
Net capital applicable to Holders $43,974,242
D-5
<PAGE>
EQUITY INVESTOR FUND, CONCEPT SERIES
TELE-GLOBAL TRUST I - DEFINED ASSET FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
4. INCOME TAXES
As of January 31, 1998, net unrealized appreciation of investments, based
on cost for Federal income tax purposes, aggregated $11,752,502 of which
$14,536,953 related to appreciated securities and $2,784,451 related to
depreciated securities. The cost of investment securities for Federal
income tax purposes was $32,283,585 at January 31, 1998.
5. DEFERRED ORGANIZATION COSTS
Deferred organization costs are being amortized over a period of four
years. Included in "Other liabilities" is $124,130 payable to the Trustee
for reimbursement of costs related to the organization of the Trust.
6. The Equity Income Fund has changed its name to Equity Investor Fund.
D-6
<PAGE>
EQUITY INVESTOR FUND, CONCEPT SERIES
TELE-GLOBAL TRUST 2 - DEFINED ASSET FUNDS
PORTFOLIO
AS OF JANUARY 31, 1998
<TABLE>
<CAPTION>
Number of Current Annual Cost of
Portfolio No. and Shares of Percentage Dividend Per Securities
Title of Securities Common Stock of Fund(3) Share(2) to Fund Value(1)
<S> <C> <C> <C> <C> <C>
1 3Com Corp. 30,900 2.33% $0.0000 $ 1,398,392 $ 1,021,631
2 ADC Telecommunications, Inc. 61,000 2.64 0.0000 1,276,211 1,162,812
3 Airtouch Communications, Inc. 20,600 2.05 0.0000 629,767 903,825
4 Aliant Communications, Inc. 20,600 1.46 0.6800 386,892 643,750
5 Alltel Corp. 20,600 2.00 1.1600 664,468 880,650
6 Ameritech Corp. (6) 41,200 4.02 2.4000 1,183,405 1,769,025
7 AT&T Corp. 20,600 2.93 1.3200 879,170 1,290,075
8 Bay Networks, Inc. 30,900 1.91 0.0000 1,036,744 840,094
9 Bell Atlantic Corp. (4) 27,467 5.77 3.0800 1,746,863 2,542,414
10 BellSouth Corp. 20,600 2.83 1.4400 811,418 1,247,588
11 Cabletron Systems, Inc. 40,200 1.32 0.0000 1,410,880 580,387
12 Century Telephone Enterprises 20,600 2.47 0.3700 680,517 1,086,650
13 Cisco Systems, Inc. (7) 128,375 18.38 0.0000 4,168,028 8,095,649
14 DSC Communications Corp. 30,900 1.40 0.0000 902,474 618,000
15 Ericsson Telefonaktiebolaget
LM Ericsson 30,980 2.71 0.3240 680,709 1,193,512
16 Frontier Corp. 20,600 1.22 0.8900 617,842 536,888
17 GTE Corp. 19,300 2.39 1.8800 836,790 1,053,056
18 Lucent Technologies, Inc. 6,656 1.34 0.0750 359,040 589,056
19 Motorola, Inc. 10,300 1.39 0.4800 589,228 612,206
20 NCR Corp,. 10 0.00 0.0000 262 301
21 Nokia Corp. 30,900 5.33 0.6866 1,161,045 2,348,400
22 Picturetel Corp. 30,900 0.49 0.0000 1,063,830 214,369
23 QUALCOMM, Inc. 30,900 3.64 0.0000 1,300,417 1,602,938
24 Royal PTT Nederland NV (5) 11,077 1.09 2.1730 413,390 479,080
25 SBC Communications, Inc. 29,300 5.17 1.7900 1,520,659 2,278,075
26 Southern New England
Telecommunications Corp. 10,300 1.52 1.7600 429,477 670,787
27 Telecom Italia S.P.A. (8) 20,600 3.25 0.8459 657,880 1,429,125
28 Tele Danmark A/S 20,600 1.53 1.2850 551,792 674,650
29 Telecom Corporation of
New Zealand Ltd. (6) 41,200 3.39 2.3140 1,450,440 1,493,500
30 Telefonica de Espana 18,100 4.01 1.5410 931,005 1,767,012
31 Tellabs, Inc. 40,400 4.70 0.0000 1,075,420 2,067,975
32 U.S. Cellular Corp. 10,300 0.67 0.0000 349,028 296,769
33 US West Communications Corp. 10,300 1.13 2.1400 337,609 495,688
34 Vodafone Group PLC 20,600 3.52 1.1450 782,493 1,550,150
TOTAL 100.00% $32,283,585 $44,036,087
</TABLE>
(1) See Notes to Financial Statements.
(2) Based on latest quarterly or semi-annual ordinary dividend declared.
(3) Based on value.
(4) Bell Atlantic merged with Nynex at .768 shares for each share of Nynex.
(5) Includes 1 for 68 dividend option.
(6) Includes 2 for 1 stock split.
(7) Includes 3 for 2 stock split.
(8) Name change from STET Societa Finanziaria Telefonica P.A.
D-7
<PAGE>
DEFINED
ASSET FUNDSSM
SPONSORS: EQUITY INVESTOR FUND
Merrill Lynch, CONCEPT SERIES
Pierce, Fenner & Smith IncorporatedTELE-GLOBAL TRUST 2
Defined Asset Funds
P.O. Box 9051
Princeton, N.J. 08543-9051 This Prospectus does not contain all of the
(609) 282-8500 information with respect to the investment
Smith Barney Inc. company set forth in its registration
Unit Trust Department statement and exhibits relating thereto which
388 Greenwich Street--23rd Floor have been filed with the Securities and
New York, NY 10013 Exchange Commission, Washington, D.C. under
(212) 816-4000 the Securities Act of 1933 and the Investment
PaineWebber Incorporated Company Act of 1940, and to which reference
1200 Harbor Blvd. is hereby made. Copies of filed material can
Weehawken, N.J. 07087 be obtained from the Public Reference Section
(201) 902-3000 of the Commission, 450 Fifth Street, N.W.,
Prudential Securities Incorporated Washington, D.C. 20549 at prescribed rates.
One New York Plaza The Commission also maintains a Web site that
New York, N.Y. 10292 contains information statements and other
(212) 778-6164 information regarding registrants such as
Dean Witter Reynolds Inc. Defined Asset Funds that file electronically
Two World Trade Center--59th Floor with the Commission at http://www.sec.gov.
New York, N.Y. 10048 ------------------------------
(212) 392-2222 No person is authorized to give any
TRUSTEE: information or to make any representations
The Chase Manhattan Bank with respect to this investment company not
Customer Service Retail Department contained in its registration statement and
Bowling Green Station exhibits relating thereto; and any
P.O. Box 5187 information or representation not contained
New York, NY 10274-5187 therein must not be relied upon as having
1-800-323-1508 been authorized.
------------------------------
When Units of this Fund are no longer
available this Prospectus may be used as a
preliminary prospectus for a future series,
in which case investors should note the
following:
Information contained herein is subject to
amendment. A registration statement relating
to securities of a future series has been
filed with the Securities and Exchange
Commission. These securities may not be sold
nor may offers to buy be accepted prior to
the time the registration statement becomes
effective.
This Prospectus shall not constitute an offer
to sell or the solicitation of an offer to
buy nor shall there be any sale of these
securities in any State in which such offer
solicitation or sale would be unlawful prior
to registration or qualification under the
securities laws of any such State.
15179--5/98
