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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 1999
REGISTRATION NO. 33-62265
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-6
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FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
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A. EXACT NAME OF TRUST:
EQUITY INVESTOR FUND
CONCEPT SERIES TELE-GLOBAL TRUST--2
DEFINED ASSET FUNDS
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
SALOMON SMITH BARNEY INC.
PRUDENTIAL SECURITIES INCORPORATED
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
DEFINED ASSET FUNDS
POST OFFICE BOX 9051
PRINCETON, NJ 08543-9051 SALOMON SMITH BARNEY INC.
388 GREENWICH
STREET--23RD FLOOR
NEW YORK, NY 10013
PRUDENTIAL SECURITIES PAINEWEBBER INCORPORATED DEAN WITTER REYNOLDS INC.
INCORPORATED 1285 AVENUE OF THE TWO WORLD TRADE
ONE NEW YORK PLAZA AMERICAS CENTER--59TH FLOOR
NEW YORK, NY 10292 NEW YORK, NY 10019 NEW YORK, NY 10048
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ. ROBERT E. HOLLEY MICHAEL KOCHMANN
P.O. BOX 9051 1200 HARBOR BLVD. 388 GREENWICH ST.
PRINCETON, NJ 08543-9051 WEEHAWKEN, NJ 07087 NEW YORK, NY 10013
COPIES TO: DOUGLAS LOWE, ESQ.
PIERRE DE SAINT PHALLE, DEAN WITTER REYNOLDS INC.
LEE B. SPENCER, JR. ESQ. TWO WORLD TRADE
ONE NEW YORK PLAZA 450 LEXINGTON AVENUE CENTER--59TH FLOOR
NEW YORK, NY 10292 NEW YORK, NY 10017 NEW YORK, NY 10048
The issuer has registered an indefinite number of Units under the Securities Act
of 1933 pursuant to Rule 24f-2 and filed the Rule 24f-2 Notice for the most
recent fiscal year on March 9, 1999.
Check box if it is proposed that this filing will become effective on May 28,
1999 pursuant to paragraph (b) of Rule 485. / x /
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DEFINED ASSET FUNDSSM
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EQUITY INVESTOR FUND
CONCEPT SERIES
TELE-GLOBAL TRUST--2
(A UNIT INVESTMENT TRUST)
O CAPITAL APPRECIATION
O PROFESSIONAL SELECTION
O DIVERSIFICATION WITHIN THE TELECOMMUNICATIONS
INDUSTRY
O DIVIDEND REINVESTMENT OPTION
SPONSORS:
Merrill Lynch,
Pierce, Fenner & Smith -------------------------------------------------
Incorporated The Securities and Exchange Commission has not
Salomon Smith Barney Inc. approved or disapproved these Securities or
Prudential Securities passed upon the adequacy of this prospectus. Any
Incorporated representation to the contrary is a criminal
PaineWebber Incorporated offense.
Dean Witter Reynolds Inc. Prospectus dated May 28, 1999.
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Defined Asset FundsSM
Defined Asset FundsSM is America's oldest and largest family of unit investment
trusts, with over $160 billion sponsored over the last 28 years. Defined Asset
Funds has been a leader in unit investment trust research and product
innovation. Our family of Funds helps investors work toward their financial
goals with a full range of quality investments, including municipal, corporate
and government bond portfolios, as well as domestic and international equity
portfolios.
Defined Asset Funds offer a number of advantages:
o A disciplined strategy of buying and holding with a long-term view is the
cornerstone of Defined Asset Funds.
o Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
funds are not managed and portfolio changes are limited.
o Defined Portfolios: We choose the stocks and bonds in advance, so you know
what you're investing in.
o Professional research: Our dedicated research team seeks out stocks or bonds
appropriate for a particular fund's objectives.
o Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, risk tolerance or time horizon, there's
probably a Defined Asset Fund that suits your investment style. Your financial
professional can help you select a Defined Asset Fund that works best for your
investment portfolio.
THE FINANCIAL INFORMATION IN THIS PROSPECTUS IS AS OF THE EVALUATION DATE,
JANUARY 31, 1999.
CONTENTS
PAGE
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Risk/Return Summary..................................... 3
What You Can Expect From Your Investment................ 5
Income............................................... 5
Records and Reports.................................. 5
The Risks You Face...................................... 5
Concentration Risk................................... 5
Foreign Issuer Risk.................................. 6
Litigation and Legislation Risks..................... 6
Selling Units........................................... 6
Sponsors' Secondary Market........................... 7
Selling Units to the Trustee......................... 7
How The Fund Works...................................... 7
Pricing.............................................. 7
Evaluations.......................................... 8
Income............................................... 8
Expenses............................................. 8
Portfolio Changes.................................... 9
Portfolio Termination................................ 9
No Certificates...................................... 9
Trust Indenture...................................... 9
Legal Opinion........................................ 10
Auditors............................................. 10
Sponsors............................................. 10
Trustee.............................................. 10
Underwriters' and Sponsors' Profits.................. 11
Public Distribution.................................. 11
Code of Ethics....................................... 11
Year 2000 Issues..................................... 11
Advertising and Sales Literature..................... 11
Taxes................................................... 11
Supplemental Information................................ 13
Financial Statements.................................... D-1
2
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RISK/RETURN SUMMARY
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
The Portfolio seeks total return through a combination of
capital appreciation and, to a lesser extent, current
income by investing in a fixed portfolio of domestic and
foreign common stocks in the telecommunications industry.
You can participate in the Portfolio by purchasing units.
Each unit represents an equal share of the stocks in the
Portfolio and receives an equal share of income and
principal distributions, if any.
2. WHAT IS THE PORTFOLIO'S INVESTMENT STRATEGY?
The Portfolio contains 29 stocks in the telecommunications
industry. The stocks were selected after we considered:
o the quality of the common stocks;
o capitalization of the issuers;
o the issuers' earnings and dividend payment records; and
o the prices of the common stocks.
o As of the initial date of deposit (February 14, 1996), the
screening process included:
o identifying companies with four-year growth potential;
o performing a thorough fundamental financial analysis; and
o evaluating liqudity, market share and timeliness of
purchase.
The common stocks chosen for the Portfolio were initially
considered by the Defined Funds Research Group to be well
positioned to benefit from:
o advances in telecommunications technology;
o increasing demand for telecommunications products and
services;
o global expansion of telecommunications services (especially
from privatization of government-owned facilities); and
o U.S. legislation enabling telephone companies, cable
providers and others to offer multi-service packages.
The Portfolio plans to hold the stocks in the Portfolio for
about one more year. At the end of approximately one year,
we will liquidate the Portfolio and apply a similar
Strategy to select a new portfolio, if available.
3. WHAT INDUSTRIES ARE REPRESENTED IN THE PORTFOLIO?
Based upon the principal business of each issuer and
current market values, the Portfolio represents the
following sectors of the telecommunications industry:
APPROXIMATE
PORTFOLIO
PERCENTAGE
o International 31%
o Telecommunications Equipment 14
o Telecommunications Networking 23
o Telecommunications Services
Regional Bells 17
Independents 8
Long Distance 3
Wireless 4
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE PORTFOLIO. THIS CAN
HAPPEN FOR VARIOUS REASONS, INCLUDING:
o Stock prices can be volatile.
o Share prices may decline during the life of the Portfolio.
o Because the Portfolio is concentrated in the
telecommunications industry, adverse developments in this
industry may affect the value of your units.
o The Portfolio may continue to purchase or hold the stocks
originally selected even though their market value or yield
may have changed.
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5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want a combination of capital appreciation and,
to a lesser extent, current income. You will benefit from a
professionally selected and supervised portfolio whose risk
is reduced by investing in equity securities of different
issuers.
The Portfolio is not appropriate for you if you are not
comfortable with the Strategy or are unwilling to take the
risk involved with an equity investment. It may not be
appropriate for you if you are seeking preservation of
capital or high current income.
6. WHAT ARE THE PORTFOLIO'S FEES AND EXPENSES?
This table shows the costs and expenses you may pay,
directly or indirectly, when you invest in the Portfolio.
ESTIMATED ANNUAL OPERATING EXPENSES
AMOUNT
PER 1,000
UNITS
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$ 0.84
Trustee's Fee
$ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses)
$ 0.62
Organization Costs
$ 0.71
Other Operating Expenses
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$ 2.62
TOTAL
The Sponsors historically paid organization costs and
updating expenses.
You will pay an up-front sales fee of approximately 2.00%.
In addition, a deferred sales charges of $1.625 per 1,000
units ($6.50 per year) will be deducted from the net asset
value of the Portfolio quarterly on the 10th of February,
May, August and November.
7. IS THE PORTFOLIO MANAGED?
Unlike a mutual fund, the Portfolio is not managed and
stocks are not sold because of market changes. The
Sponsors monitor the portfolio and may instruct the
Trustee to sell securities under certain limited
circumstances. However, given the investment philosophy of
the Portfolio, the Sponsors are not likely to do so.
8. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from any of the Sponsors. The Sponsors
are listed later in this prospectus.
UNIT PRICE PER 1,000 UNITS $2,285.45
(as of January 31, 1999)
Unit price is based on the net asset value of the
Portfolio plus the up-front sales fee.
The Portfolio stocks are valued by the Trustee on the
basis of their closing prices at 4:00 p.m. Eastern time
every business day. Unit price changes every day with
changes in the prices of the stocks.
9. HOW DO I SELL UNITS?
You may sell your units at any time to any Sponsor or the
Trustee for the net asset value determined at the close of
business on the date of sale, less any remaining deferred
sales fee and the costs of liquidating securities to meet
the redemption.
10. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays distributions of any dividend income, net of
expenses, on the 25th of March, June, September and
December of each year, if you own units on the 10th of
those months. Distributions of ordinary income will be
dividends for federal income tax purposes and may be
eligible for the dividends-received deduction for
corporations. Distributions to foreign investors will
generally be subject to withholding taxes.
11. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You may choose to reinvest your income distributions into
additional units of the Portfolio. You will pay only the
deferred sales fee remaining at the time of reinvestment.
Unless you choose reinvestment, you will receive your
income distributions in cash.
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WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any income it has received quarterly, March, June,
September and December. Because the Portfolio generally pays dividends as they
are received, individual income payments will fluctuate based upon the amount of
dividends declared and paid by each issuer. Other reasons your income may vary
are:
o changes in the Portfolio because of additional securities purchases or
sales;
o a change in the Portfolio's expenses; and
o the amount of dividends declared and paid.
There can be no assurance that any dividends will be declared or paid.
RECORDS AND REPORTS
You will receive:
o a notice from the Trustee if new equity securities are deposited in exchange
or substitution for equity securities originally deposited;
o annual reports on Portfolio activity; and
o annual tax information. This will also be sent to the IRS. You must report the
amount of income received during the year. Please contact your tax advisor in
this regard.
You may request audited financial statements of the Portfolio from the Trustee.
You may inspect records of Portfolio transactions at the Trustee's office during
regular business hours.
THE RISKS YOU FACE
CONCENTRATION RISK
When stocks in a particular industry make up 25% or more of the Portfolio, it is
said to be 'concentrated' in that industry, which makes the Portfolio less
diversified.
Here is what you should know about the Portfolio's concentration in stocks of
the telecommunications industry.
These companies:
o provide local, long-distance, wireless, cable television and internet services
and information systems;
o manufacture telecommunications products; and
o operate voice, data and video telecommunications networks.
Payment on common stocks of companies in this industry generally depends upon:
o the amount and growth of customer demand;
o the level of rates they are allowed to charge; and
o the effects of inflation on the cost of providing services and the rate of
technological innovation.
The domestic telecommunications industry is characterized by increasing
competition in all sectors and regulation by the Federal Communications
Commission and various state regulatory authorities. To meet increasing
competition, companies may have to commit substantial capital, particularly in
the formulation of new products and services using new technology.
Telecommunications companies in both developed and emerging countries are
undergoing significant change due to varying and evolving levels of governmental
regulation or deregulation and other factors. As a result, competitive pressures
are intense and the securities of such companies may be subject to significant
price volatility.
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In addition, all telecommunications companies in both developed and emerging
countries are subject to the additional risk that technological innovations will
make their products and services obsolete.
While the worldwide market for telecommunications equipment is expected to grow,
we cannot predict the overall effect on the Portfolio of factors such as:
o competing technologies;
o increasing capital requirements;
o protectionist actions by foreign governments; and
o demand for new technologies.
The international companies in the Portfolio consist predominantly of former
government owned telecommunications systems that have been privatized in stages.
We cannot predict whether such privatization will continue in the future or
what, if any, effect this will have on the Portfolio.
FOREIGN ISSUER RISK
Certain of the issuers of the Stocks are foreign issuers, whose stocks trade in
ADR form. Investments in securities of foreign issuers involve risks that are
different from investments in securities of domestic issuers.
They may include:
o political and economic developments;
o possibility of withholding taxes;
o exchange controls or other governmental restrictions on the payment of
dividents;
o conversion of local currency to U.S. dollars upon the sale of Portfolio
Securities;
o less publicly available information; and
o absence of uniform accounting, auditing and financial reporting standards,
practices and requirements.
American Depositary Shares and Receipts
American depositary shares and receipts are issued by an American bank or trust
company to evidence ownership of underlying common stock issued by a foreign
corporation and deposited in a depositary facility. The terms and conditions of
the depositary facility may result in less liquidity or lower market prices for
the ADRs than for the underlying shares. Certain of the Portfolio Securities
were purchased in ADR form in the United States.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Portfolio.
Future tax legislation could affect the value of the Portfolio by:
o reducing the dividends-received deduction or
o increasing the corporate tax rate resulting in less money available for
dividend payments.
SELLING UNITS
You can sell your units at any time without a fee (other than the deduction for
the cost of liquidating securities) for a price based on their net asset value.
Your net asset value is calculated each business day by:
o adding the value of the Portfolio Securities, cash and any other Portfolio
assets;
o subtracting accrued but unpaid Portfolio expenses, unreimbursed Trustee
advances, cash held to buy back units or for distribution to investors,
and any other Portfolio liabilities; and
o dividing the result by the number of outstanding units.
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Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the Portfolio.
SPONSORS' SECONDARY MARKET
While we are not obligated to do so, we will buy back units at net asset value
less the cost of liquidating Securities to meet the redemption. We may resell
the units to other buyers or to the Trustee.
We have maintained a secondary market continuously for more than 25 years, but
we could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by contacting your broker, dealer or financial
institution that holds your units in street name. Sometimes, additional
documents are needed such as a trust document, certificate of corporate
authority, certificate of death or appointment as executor, administrator or
guardian.
Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee will sell your units in the over-the-counter market if it
believes it can obtain a higher price. In that case, you will receive the net
proceeds of the sale.
If the Portfolio does not have cash available to pay you for the units you are
selling, the agent for the Sponsors will select securities to be sold. These
sales could be made at times when the securities would not otherwise be sold and
may result in your receiving less than you paid for your unit and also reduce
the size and diversity of the Portfolio.
If you sell units with a value of at least $500,000, you may choose to receive
your distribution 'in kind.' If you so choose, you will receive securities and
cash with a total value equal to the price of your units. The Trustee will try
to distribute securities in the portfolio pro rata, but it reserves the right to
distribute only one or a few securities. The Trustee will act as your agent in
an in-kind distribution and will either hold the securities for your account or
transfer them as you instruct. You must pay any transaction costs as well as
transfer and ongoing custodial fees on sales of securities distributed in kind.
There could be a delay in paying you for your units:
o if the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
o if the SEC determines that trading on the New York Stock Exchange is
restricted or that an emergency exists making sale or evaluation of the
securities not reasonably practicable; and
o for any other period permitted by SEC order.
HOW THE FUND WORKS
PRICING
Units are charged a combination of initial and deferred sales fees.
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EVALUATIONS
The Trustee values the securities on each business day (i.e., any day other than
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
If the securities are listed on a national securities exchange or the Nasdaq
National Market, evaluations are generally based on closing sales prices on that
exchange or that system or, if closing sales prices are not available, at the
mean between the closing bid and offer prices.
INCOME
o The annual income per unit, after deducting estimated annual Portfolio
expenses per unit, will depend primarily upon the amount of dividends declared
and paid by the issuers of the securities and changes in the expenses of the
Portfolio and, to a lesser degree, upon the level of purchases of additional
securities and sales of securities. There is no assurance that dividends on
the securities will continue at their current levels or be declared at all.
o Each unit receives an equal share of distributions of dividend income net of
estimated expenses. Because dividends on the securities are not received at a
constant rate throughout the year, any distribution may be more or less than
the amount then credited to the income account. The Trustee credits dividends
received to an Income Account and other receipts to a Capital Account. The
Trustee may establish a reserve account by withdrawing from the these accounts
amounts it considers appropriate to pay any material liability. These accounts
do not bear interest.
EXPENSES
The Trustee is paid a fee monthly. It also benefits when it holds cash for the
Portfolio in non-interest bearing accounts. The Trustee may also receive
additional amounts:
o for extraordinary services and costs of indemnifying the Trustee and the
Sponsors;
o costs of actions taken to protect the Portfolio and other legal fees and
expenses;
o expenses for keeping the Portfolio's registration statement current; and
o Portfolio termination expenses and any governmental charges.
The Sponsors are currently reimbursed up to 45 cents per 1,000 units annually
for providing portfolio supervisory, bookkeeping and administrative services and
for any other expenses properly chargeable to the Portfolio. Legal, typesetting,
electronic filing and regulatory filing fees and expenses associated with
updating the Portfolio's registration statement yearly are also now chargeable
to the Portfolio. While this fee may exceed the amount of these costs and
expenses attributable to this Portfolio, the total of these fees for all Series
of Defined Asset Funds will not exceed the aggregate amount attributable to all
of these Series for any calendar year. Certain of these expenses were previously
paid for by the Sponsors.
The Trustee's and Sponsors'fees may be adjusted for inflation without investors'
approval.
The Sponsors will pay advertising and selling expenses at no charge to the
Portfolio. If Portfolio expenses exceed initial estimates, the
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Portfolio will owe the excess. The Trustee has a lien on Portfolio assets to
secure reimbursement of Portfolio expenses and may sell securities if cash is
not available.
PORTFOLIO CHANGES
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which will affect the size
and composition of the portfolio.
We decide whether to offer units for sale that we acquire in the secondary
market after reviewing:
o diversity of the Portfolio;
o size of the Portfolio relative to its original size;
o ratio of Portfolio expenses to income; and
o cost of maintaining a current prospectus.
PORTFOLIO TERMINATION
The Portfolio will terminate by February 28, 2000.
When the Portfolio is about to terminate you will receive a notice, and you will
be unable to sell your units after that time. Unless you choose to receive an
in-kind distribution of securities, we will sell any remaining securities, and
you will receive your final distribution in cash.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling securities. This may reduce the amount you receive as
your final distribution.
NO CERTIFICATES
All investors are required to hold their Units in uncertificated form and in
'street name' by their broker, dealer or financial institution at the Depository
Trust Company.
TRUST INDENTURE
The Portfolio is a 'unit investment trust' governed by a Trust Indenture, a
contract among the Sponsors and the Trustee, which sets forth their duties and
obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.
The Sponsors and the Trustee may amend the Indenture without your consent:
o to cure ambiguities;
o to correct or supplement any defective or inconsistent provision;
o to make any amendment required by any governmental agency; or
o to make other changes determined not to be materially adverse to your best
interest (as determined by the Sponsors).
Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Portfolio without your written consent.
The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
o it fails to perform its duties;
o it becomes incapable of acting or bankrupt or its affairs are taken over by
public authorities; or
o the Sponsors determine that its replacement is in your best interest.
Investors holding 51% of the units may remove the Trustee. The Trustee may
resign or be removed by the Sponsors without the
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consent of investors. The resignation or removal of the Trustee becomes
effective when a successor accepts appointment. The Sponsors will try to appoint
a successor promptly; however, if no successor has accepted within 30 days after
notice of resignation, the resigning Trustee may petition a court to appoint a
successor.
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
o remove it and appoint a replacement Sponsor;
o liquidate the Portfolio; or
o continue to act as Trustee without a Sponsor.
Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.
The Trust Indenture contains customary provisions limiting the liability of the
Trustee and the Sponsors.
LEGAL OPINION
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsors, has given an opinion that the units are
validly issued.
AUDITORS
Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statement of Condition included in this
prospectus.
SPONSORS
The Sponsors are:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019
PRUDENTIAL SECURITIES INCORPORATED (an
indirect wholly-owned subsidiary of the
Prudential Insurance Company of America)
One New York Plaza
New York, NY 10292
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
TRUSTEE
The Chase Manhattan Bank, Unit Investment Trust Department, 4 New York
Plaza--6th Floor, New York, New York 10004, is the Trustee. It is supervised by
the Federal Deposit Insurance Corporation, the Board of Governors of the Federal
Reserve System and New York State banking authorities.
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UNDERWRITERS' AND SPONSORS' PROFITS
Underwriters receive sales charges when they sell units. Sponsors also realize a
profit or loss on deposit of the securities shown under Defined Portfolio. Any
cash made available by you to the Sponsors before the settlement date for those
units may be used in the Sponsors' businesses to the extent permitted by federal
law and may benefit the Sponsors.
A Sponsor or Underwriter may realize profits or sustain losses on stocks in the
Portfolio which were acquired from underwriting syndicates of which it was a
member.
In maintaining a secondary market, the Sponsors will also realize profits or
sustain losses in the amount of any difference between the prices at which they
buy units and the prices at which they resell or redeem them.
PUBLIC DISTRIBUTION
Dealers will be entitled to a concession of 1.30% of the unit price plus all
deferred sales fees.
The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to sell units in any country where
units cannot lawfully be sold.
CODE OF ETHICS
Merrill Lynch, as agent for the Sponsors, has adopted a code of ethics requiring
reporting of personal securities transactions by its employees with access to
information on portfolio transactions. The goal of the code is to prevent fraud,
deception or misconduct against the Portfolio and to provide reasonable
standards of conduct.
YEAR 2000 ISSUES
Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the 'Year
2000 Problem'). We do not expect that the computer system changes necessary to
prepare for the Year 2000 will cause any major operational difficulties for the
Portfolio. The Year 2000 Problem may adversely affect the issuers of the
securities contained in the Portfolio, but we cannot predict whether any impact
will be material to the Portfolio as a whole.
ADVERTISING AND SALES LITERATURE
Advertising and sales literature may include brief descriptions of the principal
businesses of the companies represented in the Portfolio, the research analysis
of why they were selected, and a chronology of developments in the
telecommunications industry.
TAXES
The following summarizes the material income tax consequences of holding Units.
It assumes that you are not a dealer, financial institution, insurance company
or other investor with special circumstances. You should consult your own tax
adviser about your particular circumstances.
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Portfolio intends to qualify for special tax treatment as a regulated
investment company so that it will not be subject to federal income tax on the
portion of its taxable income that it distributes to investors in a timely
manner.
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DISTRIBUTIONS
Distributions to you of the Portfolio's dividend income and of the Portfolio's
gains from Securities it has held for one year or less will generally be taxed
to you as ordinary income, to the extent of the Portfolio's taxable income not
attributable to the Portfolio's net capital gain. Distributions to you in excess
of the Portfolio's taxable income will be treated as a return of capital and
will reduce your basis in your Units. To the extent such distributions exceed
your basis, they will be treated as gain from the sale of your Units.
Distributions to you that are treated as ordinary income will constitute
dividends for federal income tax purposes. Corporate investors may be eligible
for the 70% dividends-received deduction with respect to these distributions.
You should consult your tax adviser.
Distributions to you of a Portfolio's net capital gain will generally be taxable
to you as long-term capital gain, regardless of how long you have held your
units, unless the Portfolio terminates in less than one year, in which case all
distributions from the Portfolio will generally be taxed to you as ordinary
income. Distributions that are taxable to you as long-term capital gains may be
eligible for the 20% maximum federal tax rate. You should consult your tax
adviser in this regard.
Dividends received by the Portfolio from foreign issuers will in most cases be
subject to withholding taxes, although these taxes may be reduced by treaties
between the United States and the relevant country.
GAIN OR LOSS UPON DISPOSITION
You will generally recognize gain or loss when you dispose of your units by
sale, redemption or exchange. If you choose to roll over your investment in the
Portfolio into a new portfolio (including into another Baby Boom Economy
Portfolio), you will generally recognize capital gain but you may not be
entitled to a deduction for any capital loss recognized on the rollover. You
should consult your tax adviser in this regard.
If you receive securities upon redemption of your units, you will generally
recognize gain or loss equal to the difference between your basis in your units
and the fair market value of the securities received in redemption.
If your net long-term capital gains exceed your net short-term capital losses,
the excess may be eligible for the 20% maximum federal tax rate. Any capital
gain or loss will generally be long-term if you have held your investment for
more than one year and short-term if you have held it for one year or less.
However, any capital loss on the sale or redemption of a unit you have held for
six months or less will be a long-term capital loss to the extent of any capital
gain dividends previously distributed to you by the Portfolio. Because the
deductibility of capital losses is subject to limitations, you may not be able
to deduct all of your capital losses. You should consult your tax adviser in
this regard.
YOUR BASIS IN THE SECURITIES
Your aggregate basis in the Units will generally be equal to the cost of your
Units, including the initial sales charge. You should not increase your basis in
your Units by deferred sales charges or organizational expenses,
12
<PAGE>
because the tax reporting form and annual statements you receive will be based
on the net amounts paid to you, from which these expenses will already be
deducted.
STATE AND LOCAL TAXES
Under the income tax laws of the State and City of New York, the Portfolio will
not be taxed as a corporation, and the income of the Portfolio will be treated
as the income of the investors in the same manner as for federal income tax
purposes.
FOREIGN INVESTORS
If you are a foreign investor and you are not engaged in a U.S. trade or
business, you generally will be subject to 30% withholding tax (or a lower
applicable treaty rate) on distributions. You should consult your tax adviser
about the possible application of federal, state and local, and foreign taxes.
RETIREMENT PLANS
You may wish to purchase units for an Individual Retirement Account ('IRAs') or
other retirement plan. Generally, capital gains and income received in each of
these plans are exempt from federal taxation. All distributions from these types
of plans are generally treated as ordinary income but may, in some cases, be
eligible for tax-deferred rollover treatment. You should consult your attorney
or tax adviser about the specific tax rules relating to these plans. These plans
are offered by brokerage firms, including the Sponsors of this Portfolio, and
other financial institutions. Fees and charges with respect to such plans may
vary.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Portfolio by
calling the Trustee. The supplemental information includes more detailed risk
disclosure and general information about the structure and operation of the
Portfolio. The supplemental information is also available from the SEC.
13
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, 1999 and the related statements of operations and
of changes in net assets for the years ended January 31, 1999 and 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, 1999, 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, 1999 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, 1999
D-1
EQUITY INVESTOR FUND, CONCEPT SERIES
TELE-GLOBAL TRUST 2, DEFINED ASSET FUNDS
STATEMENT OF CONDITION
AS OF JANUARY 31, 1999
<TABLE>
<CAPTION>
TRUST PROPERTY:
<S> <C>
Investment in marketable securities - at value
(cost $23,743,521) (Note 1) $64,165,949
Dividends receivable 88,630
Proceeds receivable from securities sold 98,875
Deferred organization costs (Note 5) 64,537
Total trust property 64,417,991
LESS LIABILITIES:
Redemptions payable $ 115,253
Accrued expenses 4,626
Advance from Trustee 25,978
Other liabilities (Note 5) 124,130 269,987
NET ASSETS, REPRESENTED BY:
28,661,917 units of fractional undivided interest
outstanding (Note 3) 64,084,822
Undistributed net investment income 63,182 $64,148,004
UNIT VALUE ($64,148,004/28,661,917 units) $2.23809
</TABLE>
See Notes to Financial Statements.
D-2
EQUITY INVESTOR FUND, CONCEPT SERIES
TELE-GLOBAL TRUST 2, DEFINED ASSET FUNDS
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
February 15,
1996 to
Years Ended January 31, January 31,
1999 1998 1997
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividend income $ 662,797 $ 730,023 $ 513,713
Foreign tax expense (Note 1) (35,438) (33,200) (24,146)
Trustee's fees and expenses (45,853) (50,486) (39,784)
Sponsors' fees (13,986) (11,334) (12,967)
Net investment income 567,520 635,003 436,816
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Realized gain on securities sold 2,949,862 1,615,630 34,913
Unrealized appreciation on investments 28,669,925 5,007,114 6,745,388
Realized and unrealized gain on investments 31,619,787 6,622,744 6,780,301
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $32,187,307 $7,257,747 $7,217,117
See Notes to Financial Statements.
</TABLE>
D-3
EQUITY INVESTOR FUND, CONCEPT SERIES
TELE-GLOBAL TRUST 2, DEFINED ASSET FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
February 15,
1996 to
Years Ended January 31, January 31,
1999 1998 1997
<S> <C> <C> <C>
OPERATIONS:
Net investment income $ 567,520 $ 635,003 $ 436,816
Realized gain on securities sold 2,949,862 1,615,630 34,913
Unrealized appreciation of investments 28,669,925 5,007,114 6,745,388
Net increase in net assets resulting
from operations 32,187,307 7,257,747 7,217,117
DISTRIBUTIONS TO HOLDERS (Note 2):
Income (545,051) (626,062) (444,210)
Principal (2,154,765) (876,870)
Total distributions (2,699,816) (1,502,932) (444,210)
CAPITAL SHARE TRANSACTIONS:
Deferred sales charges (206,547) (235,691) (159,541)
Issuance of 710,364, 1,935,865 and 36,592,328
additional units 1,355,442 2,250,357 34,327,506
Redemptions of 6,829,647, 3,769,299 and
339,287 units, respectively (10,505,171) (4,623,431) (367,529)
Deferred organization costs (19,271) (22,457) (17,865)
Net capital share transactions (9,375,547) (2,631,222) 33,782,571
NET INCREASE IN NET ASSETS 20,111,944 3,123,593 40,555,478
NET ASSETS AT BEGINNING OF PERIOD 44,036,060 40,912,467 356,989
NET ASSETS AT END OF PERIOD $64,148,004 $44,036,060 $40,912,467
PER UNIT:
Income distributions during period $0.01781 $0.01755 $0.01315
Principal distributions during period $0.07564 $0.02531
Net asset value at end of period $2.23809 $1.26609 $1.11738
TRUST UNITS OUTSTANDING AT END OF PERIOD 28,661,917 34,781,200 36,614,634
See Notes to Financial Statements.
</TABLE>
D-4
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. 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 periodically.
3. NET CAPITAL
Cost of 28,661,917 units at Dates of Deposit $28,447,984
Less sales charge 788,183
Net amount applicable to Holders 27,659,801
Net cost of 10,938,233 units less redemption amounts
paid (4,904,805)
Principal distributions (3,031,635)
Deferred sales charges (601,779)
Deferred organization costs (59,593)
Realized gain on securities sold 4,600,405
Net unrealized appreciation of investments 40,422,428
Net capital applicable to Holders $64,084,822
D-5
EQUITY INVESTOR FUND, CONCEPT SERIES
TELE-GLOBAL TRUST 2, DEFINED ASSET FUNDS
NOTES TO FINANCIAL STATEMENTS
4. INCOME TAXES
As of January 31, 1999, net unrealized appreciation of investments, based
on cost for Federal income tax purposes, aggregated $40,422,428 of which
$40,732,787 related to appreciated securities and $310,359 related to
depreciated securities. The cost of investment securities for Federal
income tax purposes was $23,743,521 at January 31, 1999.
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.
D-6
EQUITY INVESTOR FUND, CONCEPT SERIES
TELE-GLOBAL TRUST 2, DEFINED ASSET FUNDS
PORTFOLIO
AS OF JANUARY 31, 1999
<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. 26,500 1.94% $ 0.0000 $ 1,182,805 $ 1,245,500
2 ADC Telecommunications, Inc. 55,000 3.41 0.0000 1,160,861 2,189,688
3 Airtouch Communications, Inc. 20,250 3.05 0.0000 618,594 1,955,391
4 Alcatel Alsthom, S.A. (9) 24,183 0.87 0.3210 858,360 556,209
5 Aliant Communications, Inc. 17,700 1.17 0.7200 328,417 752,250
6 Alltel Corp. 19,000 1.91 1.2200 610,138 1,226,687
7 Ameritech Corp. 37,900 3.85 1.2700 1,083,904 2,468,237
8 AT&T Corp. 19,250 2.72 1.3200 817,628 1,746,937
9 Bell Atlantic Corp. (6) 44,734 4.18 1.5400 1,420,009 2,684,040
10 BellSouth Corp. (6) 39,500 2.75 0.7600 776,506 1,762,687
11 Century Telephone Enterprises (7) 23,850 2.53 0.2600 518,920 1,621,800
12 Cisco Systems, Inc. (7) 120,687 20.98 0.1880 2,878,120 13,464,143
13 Ericsson Telefonaktiebolaget
LM Ericsson (6) 50,900 2.21 0.1880 563,584 1,418,838
14 Frontier Corp. 20,600 1.16 0.8900 617,842 744,175
15 GTE Corp. 18,900 1.99 1.8800 819,120 1,275,750
17 Lucent Technologies, Inc. (6) 12,312 2.16 0.1600 330,375 1,385,869
16 Leap Wireless Int'l. (10) 7,725 0.07 0.0000 53,109 44,902
18 Nokia Corp. (6) 52,450 11.77 0.6800 988,730 7,552,800
19 Northern Telecom Ltd. (4) 16,000 1.57 0.3000 841,952 1,010,000
20 QUALCOMM, Inc. (10) 28,400 2.91 1.1250 1,184,193 1,869,075
21 Royal PTT Nederland NV 10,677 0.92 1.6850 230,576 593,242
22 SBC Communications, Inc. (6) (11) 59,895 5.04 0.9350 1,501,341 3,234,330
23 Telecom Italia S.P.A. 18,300 2.70 0.7052 590,115 1,730,494
24 Tele Danmark A/S 20,600 2.19 1.0050 551,792 1,403,375
25 Telefonica S.A. (5) (12) 17,544 3.78 3.5450 887,698 2,425,458
26 Tellabs, Inc. 34,700 4.64 0.0000 941,845 2,975,525
27 U.S. Cellular Corp. 9,500 0.67 0.0000 320,738 426,906
28 US West Inc. (8) 9,950 0.96 2.1400 325,466 613,791
29 Vodafone Group PLC 19,400 5.90 1.0750 740,783 3,787,850
TOTAL 100.00% $23,743,521 $64,165,949
(1) See Notes to Financial Statements.
(2) Based on latest quarterly or semi-annual ordinary dividend declared.
(3) Based on value.
(4) Northern Telecom Ltd. merged with Bay Networks, Inc. at .6 shares for each share of Bay Networks, Inc.
(5) Includes a 2% stock dividend.
(6) Includes 2 for 1 stock split.
(7) Includes 3 for 2 stock split.
(8) Name change from US West Communication Corp.
(9) Alcatel Alsthom merged with DSC Communications Corp. at .815 shares for each share of DSC.
(10) Distribution of 1 share of Leap Wireless Int'l. for each 4 shares of QUALCOMM, Inc.
(11) SBC Communications, Inc. merged with Southern New England at 1,7568 shares for each share of Southern New
England.
(12) Name change from Telefonica de Espana.
</TABLE>
D-7
<PAGE>
Defined
Asset FundsSM
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most CONCEPT SERIES
recent free Information TELE-GLOBAL TRUST--2
Supplement that gives more (A Unit Investment Trust)
details about the Fund, ---------------------------------------
by calling: This Prospectus does not contain
The Chase Manhattan Bank complete information about the
1-800-323-1508 investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
o Securities Act of 1933 (file no.
33-62265) and
o Investment Company Act of 1940 (file
no. 811-3044).
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.
---------------------------------------
No person is authorized to give any
information or representations about
this Fund not contained in this
Prospectus or the Information
Supplement, and you should not rely on
any other information.
---------------------------------------
When units of this Fund are no longer
available, this Prospectus may be used
as a preliminary prospectus for a
future series, but some of the
information in this Prospectus will be
changed for that series.
Units of any future series may not be
sold nor may offers to buy be accepted
until that series has become effective
with the Securities and Exchange
Commission. No units can be sold in any
State where a sale would be illegal.
15179--6/99
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment to the Registration Statement on Form S-6
comprises the following papers and documents:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).
The Prospectus.
The Signatures.
The following exhibits:
1.1.1 --Form of Standard Terms and Conditions of Trust Effective
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to
the Registration Statement of Municipal Investment Trust Fund,
Multistate Series--48, 1933 Act File No. 33-50247).
5.1 --Consent of independent accountants.
9.1 --Information Supplement (incorporated by reference to Exhibit
9.1 to the Registration Statement of Equity Investor Fund,
Select Ten Portfolio 1999 International Series A (United
Kingdom Portfolio), 1933 Act File No. 333-70593).
R-1
<PAGE>
EQUITY INVESTOR FUND
CONCEPT SERIES
TELE-GLOBAL TRUST--2
DEFINED ASSET FUNDS
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
EQUITY INVESTOR FUND, CONCEPT SERIES, TELE-GLOBAL TRUST--2, DEFINED ASSET FUNDS
CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR EFFECTIVENESS OF THIS
REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER THE SECURITIES ACT OF 1933
AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 26TH DAY OF MAY,
1999.
SIGNATURES APPEAR ON PAGE R-3, R-4, R-5, R-6 AND R-7.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Salomon Smith Barney
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
A majority of the members of the Board of Directors of Prudential
Securities Incorporated has signed this Registration Statement or Amendment to
the Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.
[A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.]
A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Board of Directors of Merrill Form SE and the following 1933 Act
Lynch, Pierce, File
Fenner & Smith Incorporated: Number: 333-70593
HERBERT M. ALLISON, JR.
GEORGE A. SCHIEREN
JOHN L. STEFFENS
J. DAVID MEGLEN
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)
R-3
<PAGE>
SALOMON SMITH BARNEY INC.
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Salomon Smith Barney Inc.: have been filed
under the 1933 Act
File Numbers:
333-63417 and
333-63033
MICHAEL A. CARPENTER
DERYCK C. MAUGHAN
By GINA LEMON
(As authorized signatory for
Salomon Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-4
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Prudential Securities have been filed
Incorporated: under Form SE and
the following 1933
Act File Numbers:
33-41631 and
333-15919
ROBERT C. GOLDEN
ALAN D. HOGAN
A. LAURENCE NORTON, JR.
LELAND B. PATON
VINCENT T. PICA II
MARTIN PFINSGRAFF
HARDWICK SIMMONS
LEE B. SPENCER, JR.
BRIAN M. STORMS
By RICHARD R. HOFFMANN
(As authorized signatory for Prudential Securities
Incorporated and Attorney-in-fact for the persons
listed above)
R-5
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR
By the following persons, who constitute Powers of Attorney have been filed
the Board of Directors of PaineWebber under
Incorporated: the following 1933 Act File
Number: 33-55073
MARGO N. ALEXANDER
TERRY L. ATKINSON
BRIAN M. BAREFOOT
STEVEN P. BAUM
MICHAEL CULP
REGINA A. DOLAN
JOSEPH J. GRANO, JR.
EDWARD M. KERSCHNER
JAMES P. MacGILVRAY
DONALD B. MARRON
ROBERT H. SILVER
MARK B. SUTTON
By
ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-6
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR
By the following persons, who constitute Powers of Attorney have been filed
a majority of under Form SE and the following 1933
the Board of Directors of Dean Witter Act File Numbers: 33-17085 and
Reynolds Inc.: 333-13039
RICHARD M. DeMARTINI
ROBERT J. DWYER
CHRISTINE A. EDWARDS
JAMES F. HIGGINS
MITCHELL M. MERIN
STEPHEN R. MILLER
RICHARD F. POWERS III
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By
MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)
R-7
<PAGE>
Exhibit 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of Equity Investor Fund,
Concept Series, Tele-Global Trust--2, Defined Asset Funds
We consent to the use in this Post-Effective Amendment No. 3 to Registration
Statement No. 33-62265 of our opinion dated April 8, 1999 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading 'Auditors' in such Prospectus.
DELOITTE & TOUCHE LLP
New York, N.Y.
May 25, 1999
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-END> JAN-31-1999
<INVESTMENTS-AT-COST> 23,743,521
<INVESTMENTS-AT-VALUE> 64,165,949
<RECEIVABLES> 187,505
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 64,537
<TOTAL-ASSETS> 64,417,991
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> (269,987)
<TOTAL-LIABILITIES> (269,987)
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 23,662,394
<SHARES-COMMON-STOCK> 28,661,917
<SHARES-COMMON-PRIOR> 34,781,200
<ACCUMULATED-NII-CURRENT> 63,182
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 40,422,428
<NET-ASSETS> 64,148,004
<DIVIDEND-INCOME> 662,797
<INTEREST-INCOME> 0
<OTHER-INCOME> (35,438)
<EXPENSES-NET> (59,839)
<NET-INVESTMENT-INCOME> 567,520
<REALIZED-GAINS-CURRENT> 2,949,862
<APPREC-INCREASE-CURRENT> 28,669,925
<NET-CHANGE-FROM-OPS> 32,187,307
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (545,051)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> (2,154,765)
<NUMBER-OF-SHARES-SOLD> 710,364
<NUMBER-OF-SHARES-REDEEMED> 6,829,647
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 20,111,944
<ACCUMULATED-NII-PRIOR> 61,818
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>