<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 1998
REGISTRATION NO. 333-02695
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-6
------------------------------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
------------------------------------------
A. EXACT NAME OF TRUST:
CONCEPT SERIES
REAL ESTATE INCOME FUND--2
DEFINED ASSET FUNDS
(A UNIT INVESTMENT TRUST)
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SALOMON SMITH BARNEY INC.
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
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 LAURIE A. HESSLEIN
P.O. BOX 9051 1200 HARBOR BLVD. 388 GREENWICH ST.
PRINCETON, NJ 08543-9051 WEEHAWKEN, NJ 07087 NEW YORK, NY 10013
LEE B. SPENCER, JR. COPIES TO: DOUGLAS LOWE, ESQ.
ONE NEW YORK PLAZA PIERRE DE SAINT PHALLE, DEAN WITTER REYNOLDS INC.
NEW YORK, NY 10292 ESQ. TWO WORLD TRADE
450 LEXINGTON AVENUE CENTER--59TH FLOOR
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 11, 1998.
Check box if it is proposed that this filing will become effective on October 2,
1998 pursuant to paragraph (b) of Rule 485. / x /
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<PAGE>
DEFINED ASSET FUNDSSM
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EQUITY INVESTOR FUND The objective of this Defined Fund is total return
CONCEPT SERIES through a combination of high current income and
REAL ESTATE capital appreciation by investing for
INCOME FUND--2 approximately four years in a diversified
(A UNIT INVESTMENT portfolio of publicly traded equity real estate
TRUST) investment trusts ('REITs').
- ------------------------------The REITs included in the Portfolio were selected
- -- PROFESSIONAL SELECTION for their current dividend yields and potential
- -- MONTHLY INCOME for capital appreciation and increasing dividends.
- -- DIVERSIFICATION The value of units will fluctuate with the value
- -- REINVESTMENT OPTION of the REITs in the Portfolio and there is no
assurance that dividends will be paid or that the
REITs, and therefore the units, will appreciate in
value.
Minimum purchase in individual transactions: $250.
-------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
SPONSORS: HAS THE COMMISSION OR ANY STATE SECURITIES
Merrill Lynch, COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
Pierce, Fenner & Smith OF THIS DOCUMENT. ANY REPRESENTATION TO THE
Incorporated CONTRARY IS A CRIMINAL OFFENSE.
Salomon Smith Barney Inc. Inquiries should be directed to the Trustee at
PaineWebber Incorporated 1-800-221-7771.
Prudential Securities Prospectus dated October 2, 1998.
Incorporated INVESTORS SHOULD READ THIS PROSPECTUS CAREFULLY
Dean Witter Reynolds Inc. AND RETAIN IT FOR FUTURE REFERENCE.
<PAGE>
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Defined Asset FundsSM
Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $115 billion sponsored in 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 Portfolio contains 38 equity REITs selected by the Sponsors with research
provided by a professional REIT Consultant, Cohen & Steers Capital Management,
Inc. In the opinion of the Sponsors on the initial date of deposit (June 25,
1996) these REITs had attractive dividend yields and the potential for capital
appreciation and increasing dividends. Investing in the Portfolio, rather than
in only one or two of the underlying REITs, is a way to diversify your
investment, even though 100% of the Portfolio is invested in a single industry.
TYPES OF REITS
The portfolio contains REITs in the following real estate sectors:
APPROXIMATE
PORTFOLIO PERCENTAGE
/ / Regional Mall 25%
/ / Apartment 14%
/ / Office 33%
/ / Shopping Center 15%
/ / Healthcare 6%
/ / Diversified 2%
/ / Factory Outlets 2%
/ / Manufactured Housing 3%
- ----------------------------------------------------------------
Defining Your Investment
- ----------------------------------------------------------------
PUBLIC OFFERING PRICE PER 1,000 UNITS $1,288.95
The Public Offering Price as of May 31, 1998, the evaluation date, is based on
the aggregate value of the underlying securities ($183,059,780) and any cash
held to purchase securities, divided by the number of units outstanding
(146,038,324) times 1,000, plus a maximum initial sales charge. 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 CHARGE
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 August, November, February and
May of each year.
MONTHLY INCOME DISTRIBUTIONS
The Fund pays monthly income. Monthly distributions of dividends are payable on
the 25th of the month to holders of record on the 10th day of the month. In
order to meet certain tax requirements, a special distribution of income
including capital gains, may be declared for holders of record as of a date in
December, which special distribution will generally be paid after the end of the
year.
LOW MINIMUM INVESTMENT
You can get started with a minimum purchase of $250.
REINVESTMENT OPTION
You can elect to automatically reinvest your distributions into additional units
of the Portfolio subject only to remaining deferred sales charges. 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 but will not be eligible for the
dividends-received deduction for certain corporations. Under the recently
enacted Taxpayer Relief Act of 1997, investors who are individuals and have held
their units for more than 18 months may be entitled to a 20% maximum federal tax
rate for gains from the sale of these units. It is not clear at the time of
printing this prospectus whether or how the new 20% maximum federal long-term
capital gain rate will apply to distributions from the Portfolio. Foreign
investors should be aware that distributions will generally be subject to
information reporting and 30% withholding tax (or lower applicable treaty rate).
Foreign investors should not be subject to withholding tax under the Foreign
Investors in Real Property Act ('FIRPTA') with respect to gain from the sale or
redemption of units. (See Taxes in Part B.)
A-2
<PAGE>
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.
LIQUIDATION PERIOD
Beginning on June 26, 2000 until no later than August 18, 2000 (see Life of the
Fund; Fund Termination in Part B).
MANDATORY TERMINATION DATE
The Portfolio will terminate by August 18, 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.
- ----------------------------------------------------------------
Defining Your Risks
- ----------------------------------------------------------------
The Portfolio is considered to be 'concentrated' in the real estate industry and
is subject to certain risks associated with ownership of real estate generally
and the value of REITs in particular (see Risk Factors in Part B).
Unit price fluctuates with the value of the Portfolio, and the value of the
Portfolio will be affected by changes in the financial condition of the issuers,
changes in the real estate industry, general economic conditions, 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. Further distributions of income on the underlying securities will
generally depend upon the declaration of dividends by the issuers, and there can
be no assurance that the issuers of securities will pay dividends or that the
current level of dividends can be maintained. Therefore, there is no guarantee
that the objective of the Portfolio will be achieved. Certain of the REITs may
be relatively illiquid and some of the issuers may be thinly capitalized or have
a limited operating history and as a result may be especially susceptible to
stock market and real estate fluctuations.
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.
- ----------------------------------------------------------------
Defining Your Costs
- ----------------------------------------------------------------
SALES CHARGES
First-time investors pay a 2.00% sales charge when they buy. For example, on a
$1,000 investment, $972.50 is invested in the Portfolio. 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 ($16.25 total). This deferred method of payment keeps
more of your money invested over a longer period of time.
Although the Fund 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 2.00% $ 35.44
Maximum Deferred Sales Charge 1.01% 13.00
----------------- --------------
3.01% $ 48.44
----------------- --------------
----------------- --------------
Maximum Sales Charge Imposed on
Reinvested Dividends 1.01% $ 13.00
ESTIMATED ANNUAL FUND OPERATING EXPENSES
Amount per
1,000 Units
--------------
Trustee's Fee $ 0.78
Portfolio Supervision, Bookkeeping and
Administrative Fees $ 0.45
Organizational Expenses $ 0.59
Other Operating Expenses $ 0.39
--------------
TOTAL $ 2.21
A-3
<PAGE>
The total annual fees are greater for this Fund than for other equity funds of
the Sponsors because most other funds do not pay consultants for ongoing
research.
The Sponsors believe that the research arrangement with the REIT Consultant
(which is not affiliated with any of the Sponsors) is desirable in the present
circumstances due to the complexity of the REIT industry and the REIT
Consultant's expertise in providing equity research on individual REITs and the
REIT industry in general.
COSTS OVER TIME
You would pay the following cumulative expenses on 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
$ $
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 sell or redeem 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
$1,253.51 per 1,000 units. ($35.44 per 1,000 units less than the Public Offering
Price).
If you redeem or sell your units before the termination of the Portfolio, no
further deferred sales charges will be deducted.
REDEMPTION IN KIND
You may request redemption in kind from the Trustee if you will be entitled to
receive at least 100 shares of each security in the Portfolio as part of your
distribution (see How To Sell--Trustee's Redemption of Units in Part B).
A-4
<PAGE>
EQUITY INVESTOR FUND - CONCEPT SERIES,
REAL ESTATE INCOME FUND - 2,
DEFINED ASSET FUNDS
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders
of Equity Investor Fund - Concept Series,
Real Estate Income Fund - 2, Defined Asset Funds:
We have audited the accompanying statement of condition of Equity Investor
Fund - Concept Series, Real Estate Income Fund - 2, Defined Asset Funds
including the portfolio, as of May 31, 1998 and the related statements of
operations and of changes in net assets for the period June 26, 1996 to
May 31, 1997 and June 1, 1997 to May 31, 1998. These financial statements
are the responsibility of the Trustee. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit 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 May 31, 1998, as shown in such portfolio,
were confirmed to us by The Bank of New York, 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 audit provides 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, Real Estate Income Fund - 2, Defined Asset Funds at
May 31, 1998 and the results of its operations and changes in its net assets
for the above-stated period in conformity with generally accepted
accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
August 31, 1998
D - 1
<PAGE>
EQUITY INVESTOR FUND - CONCEPT SERIES,
REAL ESTATE INCOME FUND - 2,
DEFINED ASSET FUNDS
STATEMENT OF CONDITION
AS OF MAY 31, 1998
<TABLE><CAPTION>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $167,116,868) (Note 1)................. $183,059,786
Dividends receivable........................... 417,445
Cash........................................... 213,953
Deferred organization cost..................... 81,849
Receivable for securities sold................. 2,250,175
______________
Total trust property................. 186,023,208
LESS LIABILITIES:
Redemption Payable............................. $ 2,537,803
Accrued Expenses............................... 84,723
Other liabilities.............................. 81,849 2,704,375
____________ ______________
NET ASSETS, REPRESENTED BY:
146,038,324 units of fractional undivided
interest outstanding (Note 3)................ 182,866,051
Undistributed net investment income............ 452,782
____________
$183,318,833
==============
UNIT VALUE ($183,318,833/146,038,324 units)...... $1.25528
==============
</TABLE>
See Notes to Financial Statements.
D - 2
<PAGE>
EQUITY INVESTOR FUND - CONCEPT SERIES,
REAL ESTATE INCOME FUND - 2,
DEFINED ASSET FUNDS
STATEMENTS OF OPERATIONS
<TABLE><CAPTION>
June 1, June 26,
1997 1996
to to
May 31, May 31,
1998 1997
________________________________
<S> <C> <C>
INVESTMENT INCOME:
Dividend income................................. $ 9,761,131 $ 3,505,522
Trustee's fees and expenses..................... (150,625) (60,787)
Sponsors' fees ................................. (56,015) (29,639)
________________________________
Net investment income........................... 9,554,491 3,415,096
________________________________
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized gain on securities sold
or redeemed................................... 2,727,799
Unrealized appreciation of investments.......... 8,128,106 7,814,812
________________________________
Net realized and unrealized gain on
investments................................... 10,855,905 7,814,812
________________________________
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS................................. $20,410,396 $11,229,908
================================
See Notes to Financial Statements.
</TABLE>
D - 3
<PAGE>
EQUITY INVESTOR FUND - CONCEPT SERIES,
REAL ESTATE INCOME FUND - 2,
DEFINED ASSET FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE><CAPTION>
June 1, June 26,
1997 1996
to to
May 31, May 31,
1998 1997
________________________________
<S> <C> <C>
OPERATIONS:
Net investment income........................... $ 9,554,491 $ 3,415,096
Realized gain on securities sold
or redeemed................................... 2,727,799
Unrealized appreciation of investments.......... 8,128,106 7,814,812
________________________________
Net increase in net assets resulting
from operations............................... 20,410,396 11,229,908
________________________________
DISTRIBUTIONS TO HOLDERS (Note 2)
Income.......................................... (9,355,267) (3,571,325)
Principal....................................... (576,401)
________________________________
Total distributions............................. (9,931,668) (3,571,325)
________________________________
CAPITAL SHARE TRANSACTIONS:
Issuance of 52,833,724 and 101,001,987 units.... 66,696,477 110,127,680
Redemption of 8,098,466 units................... (10,231,836)
Consulting fees................................. (204,083) (103,898)
Deferred sales charge........................... (884,359) (353,383)
Organization expense............................ (101,381) (55,845)
________________________________
Net capital share transactions.................. 55,274,818 109,614,554
NET INCREASE IN NET ASSETS...................... 65,753,546 117,273,137
NET ASSETS AT BEGINNING OF PERIOD................. 117,565,287 292,150
________________________________
NET ASSETS AT END OF PERIOD....................... $183,318,833 $117,565,287
================================
PER UNIT:
Income distributions during period.............. $ .07048 $.06169
Principal distributions during period........... $ .00416
================================
Net asset value at end of period................ $1.25528 $1.16053
================================
TRUST UNITS OUTSTANDING AT END OF PERIOD.......... 146,038,324 101,303,066
================================
</TABLE>
See Notes to Financial Statements.
D - 4
<PAGE>
EQUITY INVESTOR FUND - CONCEPT SERIES,
REAL ESTATE INCOME FUND - 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 market 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 over-the-counter market. See "How to Sell Units - Trustee's
Redemption of Units" in this Prospectus, Part B. Gains and losses on
sales of securities are determined using the first-in, first-out cost
method.
(b) The Fund is not subject to income taxes. Accordingly, no provision for
such taxes is required.
(c) Dividend income is recorded as earned on the ex-dividend date.
2. DISTRIBUTIONS
A distribution of net investment income is made to Holders each month.
Receipts other than dividends, after deductions for redemptions and
applicable expenses, are distributed as explained in "Income, Distributions
and
Reinvestment - Distributions" in this Prospectus, Part B.
3. NET CAPITAL
<TABLE>
<S> <C>
Cost of 146,038,324 units at Date of Deposit.......................... $167,418,359
Less sales charge..................................................... 1,553,984
______________
Net amount applicable to Holders...................................... 165,864,375
Redemptions of units - net cost of 8,098,466 units redeemed less
redemption amounts.................................................. (935,414)
Principal distribution................................................ (576,401)
Realized gain on securities sold or redeemed.......................... 2,727,799
Net unrealized appreciation of investments............................ 15,942,918
Organizational costs.................................................. (157,226)
______________
Net capital applicable to Holders..................................... $182,866,051
==============
</TABLE>
4. INCOME TAXES
As of May 31, 1998, net unrealized appreciation of investments, based on
cost for Federal income tax purposes, aggregated $15,942,918, of which
$16,814,147 related to appreciated securities and $871,229 related to
depreciated securities. The cost of investment securities for Federal
income tax purposes was $167,116,868
at May 31, 1998.
D - 5
<PAGE>
EQUITY INVESTOR FUND
CONCEPT SERIES
REAL ESTATE INCOME FUND - 2
DEFINED ASSET FUNDS
PORTFOLIO
AS OF MAY 31, 1998
<TABLE>
<CAPTION>
Current Annual
or Indicated
Portfolio No. and Title of Number of Dividend Per
Securities Shares Share(2) Cost Market Value(1)
<S> <C> <C> <C> <C>
1 Avalon Properties 198,600 $1.5600 $ 5,304,680 $ 5,585,625
2 Equity Office Properties (8) 236,182 1.2800 5,634,234 6,495,005
3 CBL & Associates Properties 244,500 1.8600 5,969,882 6,005,531
4 Mack Cali Realty (7) 143,250 2.0000 4,562,900 5,157,000
5 Camden Property Trust 149,700 2.0200 4,192,566 4,575,206
6 Carramerica Realty Corp. 149,700 1.8500 4,162,429 4,191,600
7 Centerpoint Properties Corp. 94,000 1.7500 2,890,181 3,184,250
8 Chelsea GCA Realty Inc. 94,800 2.7600 3,293,959 3,797,925
9 Colonial Properties Trust 144,700 2.2000 4,101,291 4,395,262
10 Cousins Properties Inc. 269,700 1.4400 7,177,361 8,242,706
11 Crescent Real Estate Equities 267,100 1.5200 7,264,749 9,148,175
12 Developers Divers Realty Corp. 141,500 2.6200 5,153,163 5,545,031
13 Duke Realty Investments Inc. (4) 199,600 1.2000 3,872,994 4,515,950
14 Federal Realty Invs. Trust 177,600 1.7200 4,613,893 4,395,600
15 General Growth Properties 149,700 1.8800 4,592,373 5,538,900
16 Health Care Properties Invest. Inc. 149,700 2.6000 5,308,986 5,267,569
17 Irvine Apartment Communities 149,700 1.5000 3,984,528 4,472,288
18 JP Realty Corp. 241,500 1.8000 5,980,743 5,524,312
19 Kimco Realty Corp. 148,750 1.9200 4,746,763 5,791,953
20 Macerich Company 233,000 1.8400 6,075,818 6,291,000
21 Mills Corp. 133,700 1.9500 3,245,404 3,300,719
22 Nationwide Health Properties 241,500 1.6800 5,547,813 5,796,000
23 Post Properties Inc. (6) 189,883 2.6000 7,212,744 7,808,938
24 Reckson Assoc. Realty Corp. 194,600 1.2500 4,233,733 4,840,675
</TABLE>
D - 6
<PAGE>
EQUITY INVESTOR FUND
CONCEPT SERIES
REAL ESTATE INCOME FUND - 2
DEFINED ASSET FUNDS
PORTFOLIO
AS OF MAY 31, 1998
<TABLE>
<CAPTION>
Current Annual
or Indicated
Portfolio No. and Title of Number of Dividend Per
Securities Shares Share(2) Cost Market Value(1)
<S> <C> <C> <C> <C>
25 Security Cap. Industrial 194,600 $1.2730 $ 4,076,136 $ 4,792,025
26 Security Capital Pacific Trust 99,800 1.3600 2,245,905 2,251,738
27 Simon DeBartolo Group Inc. 241,450 2.0200 7,086,523 8,058,394
28 Charles E. Smith Residential 97,300 2.0800 2,750,527 3,150,088
29 Spieker Properties Inc. 188,700 2.2800 6,635,960 7,512,619
30 Sun Communities Inc. 93,800 1.9600 3,129,903 3,183,337
31 United Dominion Realty Trust 209,500 1.0500 3,114,276 2,959,188
32 Urban Shopping Centers 124,700 2.1000 3,742,504 4,115,100
33 Vornado Realty Trust (5) 183,750 1.6000 5,654,134 7,051,406
34 Weeks Corp. 85,300 1.8600 2,688,947 2,724,269
35 Weingarten Realty Invst. 94,300 2.6800 3,914,671 4,031,325
36 Homestead Common 12,494 0.0000 151,922 187,410
37 Chateau Communities 92,951 1.8200 2,541,484 2,753,679
38 Crescent Operating, Inc. (3) 20,460 0.0000 260,789 421,988
_______________ _______________
Total $167,116,868 $183,059,786
=============== ===============
</TABLE>
(1)
See Notes to Financial Statements.
(2) Based on the latest quarterly or
Semiannual declaration
(3) Result of spinoff from Crescent Real Estate Equities
(4) Result of 2 for 1 stock split
(5) Result of 2 for 1 stock split
(6) Result of merger with Columbus Realty Trust
(7) Name changed from Cali Realty
(8) Result of merger with Beacon Properties
D - 7
<PAGE>
<PAGE>
AUTHORIZATION FOR REINVESTMENT
DEFINED ASSET FUNDS--EQUITY INVESTOR FUND
CONCEPT SERIES, REAL ESTATE INCOME FUND--2
/ / Yes, I want to participate in the Fund's Reinvestment Plan and purchase
additional Units of the Fund each month.
I hereby acknowledge receipt of the Prospectus for Defined Asset
Funds--Equity Investor Fund, Concept Series, Real Estate Income Fund--2 and
authorize The Bank of New York to pay distributions on my Units as indicated
below (distributions to be reinvested will be paid for my account to The Bank of
New York).
Income and principal distributions (including capital gains) (check one): / /
in cash / / reinvested
Please print or type
Name Registered Holder
Address
Registered Holder
(Two signatures required if
joint tenancy)
City State Zip Code
This page is a self-mailer. Please complete the information above, cut
along the dotted line, fold along the lines on the reverse side, tape, and mail
with the Trustee's address displayed on the outside.
12345678
<PAGE>
BUSINESS REPLY MAIL NO POSTAGE
FIRST CLASS PERMIT NO. 1313 NEW YORK, N.Y. NECESSARY
IF MAILED
POSTAGE WILL BE PAID BY ADDRESSEE IN THE
DEFINED ASSET FUNDS--EQUITY INVESTOR FUND UNITED STATES
CONCEPT SERIES--REAL ESTATE INCOME FUND--2
THE BANK OF NEW YORK
UNIT INVESTMENT TRUST DEPARTMENT
P.O. BOX 974
WALL STREET STATION
NEW YORK, N.Y. 10268-0974
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(Fold along this line.)
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(Fold along this line.)
<PAGE>
DEFINED
ASSET FUNDSSM
SPONSORS: EQUITY INVESTOR FUND
Merrill Lynch, CONCEPT SERIES
Pierce, Fenner & Smith IncorporatedREAL ESTATE INCOME FUND--2
Defined Asset Funds PROSPECTUS PART A
P.O. Box 9051 This Prospectus consists of a Part A and a
Princeton, NJ 08543-9051 Part B. This Prospectus does not contain all
(609) 282-8500 of the information with respect to the
Salomon Smith Barney Inc. investment company set forth in its
Unit Trust Department registration statement and exhibits relating
388 Greenwich Street--23rd Floor thereto which have been filed with the
New York, NY 10013 Securities and Exchange Commission,
(212) 816-4000 Washington, D.C. under the Securities Act of
Prudential Securities Incorporated 1933 and the Investment Company Act of 1940,
One New York Plaza and to which reference is hereby made. Copies
New York, NY 10292 of filed material can be obtained from the
(212) 778-6164 Public Reference Section of the Commission,
Dean Witter Reynolds Inc. 450 Fifth Street, N.W., Washington, D.C.
Two World Trade Center--59th Floor 20549 at prescribed rates. The Commission
New York, NY 10048 also maintains a Web site that contains
(212) 392-2222 information statements and other information
PaineWebber Incorporated regarding registrants such as Defined Asset
1200 Harbor Blvd. Funds that file electronically with the
Weehawken, NJ 07087 Commission at http://www.sec.gov.
(201) 902-3000 ------------------------------
TRUSTEE: No person is authorized to give any
The Bank of New York information or to make any representations
(a New York Banking Corporation) with respect to this investment company not
Box 974--Wall Street Station contained in its registration statement and
New York, NY 10268-0974 exhibits relating thereto; and any
1-800-221-7771 information or representation not contained
therein must not be relied upon as having
been authorized. 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.
15331--10/98
<PAGE>
DEFINED ASSET FUNDS--EQUITY INVESTOR FUND
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 of the Registration Statement of Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).
The Prospectus.
The Signatures.
The following exhibit:
1.1.1--Form of Standard Terms and Conditions of Trust Effective as of
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
Registration Statement of Municipal Investment Trust Fund,
Multi-state 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 Income Fund, Select Ten
Portfolio 1996 International Series B (United Kingdom and Japan
Portfolios), 1933 Act File No. 333-00593).
R-1
<PAGE>
EQUITY INVESTOR FUND
CONCEPT SERIES
REAL ESTATE INCOME FUND--2
DEFINED ASSET FUNDS
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
EQUITY INVESTOR FUND, CONCEPT SERIES REAL ESTATE INCOME FUND--2, DEFINED ASSET
FUNDS (A UNIT INVESTMENT TRUST), 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 25TH DAY OF SEPTEMBER, 1998.
SIGNATURES APPEAR ON PAGES 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 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.
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.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Merrill Lynch, Pierce, have been filed
Fenner & Smith Incorporated: under
Form SE and the
following 1933 Act
File
Number: 33-43466
and 33-51607
HERBERT M. ALLISON, JR.
BARRY S. FREIDBERG
EDWARD L. GOLDBERG
STEPHEN L. HAMMERMAN
JEROME P. KENNEY
DAVID H. KOMANSKY
DANIEL T. NAPOLI
THOMAS H. PATRICK
JOHN L. STEFFENS
DANIEL P. TULLY
ROGER M. VASEY
ARTHUR H. ZEIKEL
By DANIEL C. TYLER
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)
R-3
<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
WILLIAM W. HUESTIS
(As authorized signatory for Prudential Securities
Incorporated and Attorney-in-fact for the persons
listed above)
R-4
<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:
33-49753, 33-55073
and 333-10441
STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
JAMES DIMON
ROBERT DRUSKIN
ROBERT H. LESSIN
WILLIAM J. MILLS, II
MICHAEL B. PANITCH
PAUL UNDERWOOD
By GINA LEMON
(As authorized signatory for
Salomon Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-5
<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
CHARLES A. FIUMEFREDDO
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-6
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR
By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Executive Committee of the Board the following 1933 Act File
of Directors of PaineWebber Number: 33-55073
Incorporated:
JOSEPH J. GRANO, JR.
DONALD B. MARRON
By
ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-7
<PAGE>
EXHIBIT 4.1
INTERACTIVE DATA
FINANCIAL TIMES INFORMATION
14 WALL STREET, 11th FLOOR
NEW YORK, NEW YORK 10005
(212) 306-6596
FAX 212-306-6698
September 25, 1997
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Defined Asset Funds
P.O. Box 9051
Princeton, New Jersey 08543-9051
The Bank of New York
101 Barclay Street
New York, New York 10286
Re: Concept Series, Real Estate Income Fund 2, Defined Asset Funds
(A Unit Investment Trust) Units of Fractional Undivided Interest-Registered
Under the Securities Act of 1933, File No. 333-02695)
Gentlemen:
We have examined the Registration Statement for the above captioned Fund.
We hereby consent to the reference to Interactive Data Corporation in the
Prospectus and Registration Statement for the above captioned Fund and to the
evaluations of the Obligations prepared by us which are referred to in such
Prospectus and Registration Statement.
You are authorized to file copies of this letter with the Securities and
Exchange Commission.
Very truly yours,
JAMES PERRY
Vice President
<PAGE>
Exhibit 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of
Equity Investor Fund Concept Series, Real Estate Income Fund--2, Defined Asset
Funds
We consent to the use in this Post-Effective Amendment No. 3 to Registration
Statement No. 333-02695 of our opinion dated September 2, 1998 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.
September 25, 1998
<TABLE> <S> <C>
<ARTICLE> 6
<MULTIPLIER>1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> May-31-1998
<PERIOD-END> May-31-1998
<INVESTMENTS-AT-COST> 167,116,868
<INVESTMENTS-AT-VALUE> 183,059,786
<RECEIVABLES> 2,667,620
<ASSETS-OTHER> 295,802
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 186,023,208
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 2,704,375
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 166,923,133
<SHARES-COMMON-STOCK> 146,038,324
<SHARES-COMMON-PRIOR> 101,303,066
<ACCUMULATED-NII-CURRENT> 452,782
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 15,942,918
<NET-ASSETS> 183,318,833
<DIVIDEND-INCOME> 9,761,131
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> (206,640)
<NET-INVESTMENT-INCOME> 9,554,491
<REALIZED-GAINS-CURRENT> 2,727,799
<APPREC-INCREASE-CURRENT> 8,128,106
<NET-CHANGE-FROM-OPS> 20,410,396
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 9,355,267
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 576,401
<NUMBER-OF-SHARES-SOLD> 52,833,724
<NUMBER-OF-SHARES-REDEEMED> 8,098,466
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 65,753,546
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 209,556
<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>
<PAGE>
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
September 16, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We hereby represent that the Post-Effective Amendments to the registered
unit investment trusts described in Exhibit A attached hereto do not contain
disclosures which would render them ineligible to become effective pursuant to
Rule 485(b) under the Securities Act of 1933.
Very truly yours,
Davis Polk & Wardwell
Attachment
<PAGE>
EXHIBIT A
<TABLE>
<CAPTION>
1933 ACT 1940 ACT
FUND NAME CIK FILE NO. FILE NO.
- --------- --- -------- --------
<S> <C> <C> <C>
DEFINED ASSET FUNDS-- EIF 2 ES-AT&T SHARES 731871 2-87566 811-3044
DEFINED ASSET FUNDS-EIF UCSS-4 318042 2-68397 811-3044
DEFINED ASSET FUNDS-GSIF GNMA SERIES 1I 781299 33-21452 811-2810
DEFINED ASSET FUNDS-GSIF GNMA SERIES 1Y 893062 33-57873 811-2810
DEFINED ASSET FUNDS- IS-207 DAF 803945 33-54037 811-1777
DEFINED ASSET FUNDS- IS-224 DAF 804029 33-59303 811-1777
DEFINED ASSET FUNDS-CIF ITS-38 883649 33-48777 811-2295
DEFINED ASSET FUNDS-MITF ITS-157 780818 33-35574 811-1777
DEFINED ASSET FUNDS- ITS-209 DAF 868116 33-49637 811-1777
DEFINED ASSET FUNDS- ITS-234 DAF 910380 33-54001 811-1777
DEFINED ASSET FUNDS- ITS-257 DAF 924349 33-60599 811-1777
DEFINED ASSET FUNDS- ITS-306 947057 333-2687 811-1777
DEFINED ASSET FUNDS-MPS-313 DAF 781819 33-49449 811-2295
DEFINED ASSET FUNDS-MITF MPS-518 803725 33-47337 811-1777
DEFINED ASSET FUNDS- MPS-529 DAF 892748 33-49611 811-1777
DEFINED ASSET FUNDS- MPS-543 DAF 892766 33-54073 811-1777
DEFINED ASSET FUNDS- MPS-607 947138 333-2453 811-1777
DEFINED ASSET FUNDS-MITF MSS-8 881832 33-48474 811-1777
DEFINED ASSET FUNDS- MSS-210 DAF 924315 333-0406 811-1777
DEFINED ASSET FUNDS- MSS-312 1031543 333-2648 811-1777
DEFINED ASSET FUNDS- MSS-38 DAF 895625 33-49623 811-1777
DEFINED ASSET FUNDS- MSS-39 DAF 895626 33-49657 811-1777
DEFINED ASSET FUNDS- MSS-67 DAF 910017 33-54133 811-1777
DEFINED ASSET FUNDS- MSS-91 DAF 924273 33-59029 811-1777
DEFINED ASSET FUNDS- MSS-92 DAF 924274 33-59537 811-1777
DEFINED ASSET FUNDS-CS Real Estate Income Fund - 2 1012462 333-0269 811-3044
TOTAL: 26 FUNDS
</TABLE>
