<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 1997
REGISTRATION NO. 333-05685
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
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:
EQUITY INVESTOR FUND
EQUITY PARTICIPATION TRUST--LOW FIVE SERIES
(FORMERLY PROTECTED SELECT TEN PORTFOLIO--1997)
DEFINED ASSET FUNDS
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE, SMITH BARNEY INC.
FENNER & SMITH 388 GREENWICH STREET
INCORPORATED 23RD FLOOR
DEFINED ASSET FUNDS NEW YORK, NY 10013
P.O. BOX 9051
PRINCETON, NJ 08543-9051
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 1285 AVENUE OF THE 388 GREENWICH ST.
PRINCETON, NJ 08543-9051 AMERICAS NEW YORK, NY 10013
NEW YORK, NY 10019
COPIES TO:
LEE B. SPENCER, JR. DOUGLAS LOWE, ESQ. PIERRE DE SAINT PHALLE,
ONE NEW YORK PLAZA 130 LIBERTY STREET--29TH ESQ.
NEW YORK, NY 10292 FLOOR 450 LEXINGTON AVENUE
NEW YORK, NY 10006 NEW YORK, NY 10017
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
F. PROPOSED MAXIMUM OFFERING PRICE TO THE PUBLIC OF THE SECURITIES BEING
REGISTERED: Indefinite
G. AMOUNT OF FILING FEE: not applicable
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
DEFINED ASSET FUNDSSM
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EQUITY INVESTOR FUND The objectives of this Defined Fund are to provide
EQUITY PARTICIPATION TRUST capital appreciation together with protection
LOW FIVE SERIES against a loss of capital through investment in a
(A UNIT INVESTMENT portfolio consisting of call options on the five
TRUST) lowest dollar price per share common stocks of the
- ------------------------------ten highest dividend yielding common stocks in the
Dow Jones Industrial Average (DJIA) as of
business days before the date of this prospectus,
and U.S. Treasury zero coupon bonds. The Trust
will not receive any dividend income on stocks
underlying the call options and is designed for
those investors who are willing to commit to a
five-year investment.
The value of units will fluctuate with the value
of the securities in the Trust's portfolio and no
assurance can be given that the units will
appreciate in value.
Minimum purchase: $25,000 ($10,000 for certain
fee-based account
participants).
-------------------------------------------------
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.
Smith Barney Inc. Inquiries should be directed to the Trustee at
PaineWebber Incorporated 1-800-323-1508.
Prudential Securities Prospectus dated May , 1997.
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 over the last 25 years. Each Defined
Asset Fund is a portfolio of preselected securities. The portfolio is divided
into 'units' representing equal shares of the underlying assets.
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
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Defining the Equity Participation Low Five Strategy
- ---------------------------------------------------
This Trust combines options on the common stocks comprising the Low Five
Strategy with principal protection provided by U.S. Treasury zero coupon bonds.
The Low Five Strategy invests in the five lowest dollar price per share common
stocks (Low Five Stocks) of the 10 highest dividend-yielding stocks of the 30
stocks in the DJIA* for consecutive periods of one-year each and then, at the
end of each period, reapplies the strategy to select a new portfolio of Low Five
Stocks for the next year. The call options initially relate to the Low Five
Stocks identified under Defined Portfolio. The call options will adjust for
changes in the Low Five Stocks on April , 1998, 1999, 2000 and 2001.
The call options held by the Trust will provide capital appreciation (exclusive
of any dividends payable) on the Low Five Stocks for a period of five years. The
U.S. Treasury zero coupon bonds will return to investors who remain unitholders
at the termination of the Trust not less than $1,000 per 1,000 units.
The Equity Participation Low Five Strategy provides a disciplined approach to
investing which rejects active management. For investors who remain unitholders
at termination of the Trust, the Trust can provide safety of capital if a market
correction were to occur yet still allow investors to profit if market levels
continue to rise.
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Defining Your Portfolio
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Approximately [ ]% of the initial value of the Trust's portfolio consists of
call options. The call options will expire on [ ], however, it is
anticipated that the Sponsors will direct the Trustee to sell the call options
approximately [ ] days prior to their expiration. Each of the call options is
an obligation of a financial institution whose long-term debt is rated at least
[ ] by [ ].
On the initial date of deposit, the Low Five Stocks underlying the call options
represented the following industries:
APPROXIMATE
BASKET PERCENTAGE
/ / Oil/Gas-International %
/ / Forest Products and Paper %
/ / Manufacturing %
/ / Utilities/Telecommunications %
/ / Auto Manufacturing %
The balance of the Trust's Portfolio consists of U.S. Treasury zero coupon bonds
maturing on or shortly before the expiration of the call options plus cash in an
amount sufficient to pay estimated annual expenses of the Trust. A zero coupon
bond is purchased at a discount from its face amount while the Trust will
receive the bond's face value at maturity. The Sponsors anticipate that these
bonds will appreciate by the expiration of the call options to an amount equal
in value to not less than $1,000 per 1,000 units.
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Defining Your Risks
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The value of your units will fluctuate with the value of the call options and
U.S. Treasury zero coupon bonds held in the Trust's portfolio. The value of the
call options could be affected by changes in the financial condition of the
issuers of the options and of the issuers of the Low Five Stocks themselves. The
obligations of the issuers of the call options are not collateralized or
otherwise secured. Accordingly, in the event of the failure by an issuer of a
call option to perform its obligations under a call option, the Trust will be an
unsecured creditor of that issuer.
The Low Five Stocks generally have lower prices and therefore higher yields
relative to the other stocks in the DJIA because they may, for example, be
experiencing financial difficulty, or be out of favor in the market because of
weak performance, poor earnings forecasts or negative publicity, or they may be
reacting to general market cycles. Investing in these stocks is considered
contrarian in nature. The Low Five Stocks do not reflect any investment
recommendations of the Sponsors and one or more of the Low Five Stocks may, from
time to time, be
- ----------------------------
* The name 'Dow Jones Industrial Average' is the property of Dow Jones &
Company, Inc., which is not affiliated with the Sponsors, has not participated
in any way in the creation of the Portfolio or in the selection of stocks
included in the Portfolio and has not reviewed or approved any information
included in this Prospectus.
A-2
<PAGE>
subject to sell recommendations from one or more of the Sponsors.
There can be no assurance that the market factors that caused the relatively low
prices and high yields of the Low Five Stocks will change, that any negative
conditions adversely affecting the stock price will not deteriorate, that share
prices will not decline further during the life of the Trust or that the Low
Five Stocks will continue to be included in the DJIA.
The value of the U.S. Treasury zero coupon bonds could be affected by movements
in bond prices and interest rates generally. However, the bonds' face amount at
maturity is backed by the full faith and credit of the U.S. Government.
The value of the call options will be affected by the price movements of the Low
Five Stocks, the level of interest rates generally and the time to expiration.
The value of a call option does not increase or decrease at the same rate as the
underlying Stocks (although they move in the same direction). However, as an
option approaches its expiration, its value increasingly corresponds with the
price of the Low Five Stocks.
The Trust is designed for those investors who desire protection from a market
correction with upside participation (exclusive of any dividends) if the
domestic equity markets continue to increase in price. The Trust is not an
appropriate investment for those who are not comfortable with or are unable or
unwilling to assume the risk involved with the Equity Participation Low Five
Strategy nor for investors who are unwilling to commit to a five year
investment. Because the Trust is designed to return to investors $1,000 per
1,000 Units at its termination, if you redeem or sell prior to termination of
the Trust, you may receive less.
While the call options relate to the five lowest dollar price per share common
stocks of the 10 highest-yielding stocks in the DJIA, the call options do not
pass through any dividends payable on the Low Five Stocks and the Trust will not
receive any dividend income. The Trust is therefore not appropriate for
investors seeking any current income.
Unlike a mutual fund, the Trust is not actively managed and the Sponsors receive
no management fee. Therefore, any adverse financial condition of an issuer of a
Low Five Stock or any market movement in the price of a call option or a Low
Five Stock will not require the sale of a call option or any other change in the
Trust's portfolio.
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Defining Your Investment
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PUBLIC OFFERING PRICE PER 1,000 UNITS $1,030.00
The Public Offering Price as of , 1997, the business day prior to the
initial date of deposit is based on the aggregate value of the underlying call
options and zero coupon bonds ($ ) plus cash (including any cash held
to purchase securities), divided by the number of units outstanding ( )
times 1,000, plus the up-front sales charge (if applicable). The Public Offering
Price on any subsequent date will vary. The call options and zero coupon bonds
are valued by the Evaluator at [ ] p.m. Eastern time on every business day.
DISTRIBUTIONS
The Trust will pay no distributions until the termination date.
TAXES
Investors will be required to include original issue discount with respect to
the zero coupon bonds in income as its accrues, prior to the Trust's receipt of
cash payments on the zero coupon bonds. Gain or loss recognized by an investor
on a sale of Units, or on the Trust's sale of zero coupon bonds or an interest
in the call option, will be capital gain or loss. Counsel is of the opinion
that, although the issue is not entirely free from doubt, gain or loss
recognized by an investor on the cash settlement of the call option will be
capital gain or loss.
TAX BASIS REPORTING
The proceeds received when you sell this investment will reflect the deduction
of the deferred sales charge and the charge for organizational expenses. In
addition, the annual statement and the relevant tax reporting forms you receive
at year-end will be based upon the amount paid to you (net of the deferred sales
charge and the charge for organizational expenses). Accordingly, you should not
increase your basis in your units by the deferred sales charge or the charge for
organizational expenses.
TERMINATION DATE
The Trust will terminate by , 2002. The final distribution will be
made within a reasonable time afterward. The Trust may be terminated earlier if
its value is less than 40% of the value of the securities when deposited.
SPONSORS' PROFIT OR LOSS
The Sponsors' profit or loss from the Trust will include the receipt of
applicable sales charges, fluctuations in the Public Offering Price or secondary
market price of units and a gain or a loss of $ on the initial deposit of
the securities (see Sponsors' and Underwriters' Profits in Part B).
A-3
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Defining Your Costs
- ---------------------------------------------------
SALES CHARGES
Investors, other than participants in a qualified fee-based account offered by a
Sponsor, will pay a maximum up-front sales charge of 3% of the net amount
invested. Additionally, investors, other than participants in a qualified
fee-based account offered by a Sponsor, who redeem their units prior to [ ],
2002, will pay a deferred sales charge of 1% of the then current net asset value
of a unit. In no event, however, will the aggregate of up-front and deferred
sales charges exceed an amount equal to 6.25% of the net amount invested on the
initial date of deposit.
This table shows the maximum costs and expenses you would pay, directly or
indirectly, if you invested in this Trust.
As a % Amount
of Net per
Amount 1,000
Invested Units
--------- --------
Maximum Up-Front Sales
Charge 3.00% $ 30.00
Maximum Deferred Sales
Charge 3.25% $ 32.50
--------- --------
Maximum Sales Charge 6.25% $ 62.50
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--------- --------
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
As a %
of Net Amount per
Assets 1,000 Units
----------- -----------
Trustee's Fee% $
Portfolio Supervision,
Bookkeeping and
Administrative Fees% $
Evaluator's Fee% $
Organizational Expenses% $
Other Operating
Expenses% $
----------- -----------
TOTAL% $
These estimates do not include the costs of purchasing and selling the call
options or the bonds.
This Trust (and therefore the investors) will bear all or a portion of its
organizational costs--including costs of preparing the registration statement,
the trust indenture and other closing documents, registering units with the SEC
and the states and the initial audit of the Trust--as is common for mutual
funds.
COSTS OVER TIME
You would pay the following cumulative expenses on a $1,000 investment, assuming
a 5% annual return on the investment throughout the indicated periods and
redemption at the end of the period:
1 Year 3 Years 5 Years
$ $ $
This information is presented to permit a comparison of fees. The example uses a
5% annual rate of return as mandated by SEC regulations applicable to mutual
funds.
Reductions to the repurchase and cash redemption prices in the secondary market
to recoup the costs of liquidating securities to meet redemption (described
below) have not been reflected. The example should not be considered a
representation of past or future expenses or annual rates of return; the actual
expenses and annual rates of return may be more or less than the example.
REDEEMING OR SELLING YOUR INVESTMENT
You may redeem your units or sell your units at any time prior to the
termination of the Trust. Your price will be based on the then current net asset
value (generally based on the lower, bid side evaluation of the call options and
zero coupon bonds, as determined by an independent evaluator) plus principal
cash. The bid side redemption and secondary market repurchase price as of
, 1997 was $ per 1,000 units ($ per 1,000 units less than the
Public Offering Price). After the initial offering period, the repurchase and
cash redemption prices for units will be reduced to reflect the estimated costs
of liquidating call options and zero coupon bonds to meet the redemption,
currently estimated at $ per 1,000 units.
If you sell your units before [ , 2002], investors, other than participants
in a qualified fee-based account offered by a Sponsor, will also pay a deferred
sales charge of 1% of the net asset value at that time.
A-4
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Defined Portfolio
- --------------------------------------------------------------------------------
Equity Investor Fund
Equity Participation Trust--Low Five Series , 1997
Defined Asset Funds
The Portfolio consists of the following:
Call Options:
<TABLE><CAPTION>
PERCENT-
EXERCISE AGE OF COST TO
NAME OF ISSUER DATE(1) TRUST(2) TRUST(3)
- -------------------------------------------------------- ---------------- --------- --------------
<S> <C> <C> <C> <C>
1.% $
2.
3.
</TABLE>
Zero Coupon Bonds:
MATURITY DATE FACE AMOUNT
- ------------------------------------------------------- ----------------
1.
2.
---------- --------------
Total% $
---------- --------------
---------- --------------
----------------------------
The call options initially cover the following Common Stocks:
<TABLE><CAPTION>
NUMBER OF SHARES CURRENT
UNDERLYING EACH TICKER DIVIDEND
NAME OF ISSUER(4) OPTION SYMBOL YIELD(5)
- ------------------------------------------------------- ------------------- ------- --------------
<S> <C> <C> <C>
1.
2.
3.
4.
5.
</TABLE>
- ----------------------------
(1) The Trustee will seek to sell the call options to third party purchasers at
least five business days before their respective exercise dates.
(2) Based on Cost to Trust.
(3) Valuation by the Evaluator at the evaluation time on , 1997.
(4) Any of the Sponsors may have acted as underwriters, managers or co-managers
of a public offering of Low Five Stocks during the last three years.
Affiliates of the Sponsors may serve as specialists in Low Five Stocks on
one or more stock exchanges and may have a long or short position in any of
these securities or in options on any of them, and may be on the opposite
side of public orders executed on the floor of an exchange where the
securities are listed. An officer, director or employee of any of the
Sponsors may be an officer or director of one or more of the issuers of the
Low Five Stocks. A Sponsor may trade for its own account as an odd-lot
dealer, market maker, block positioner and/or arbitrageur in any of the
securities or in options on them. Any Sponsor, its affiliates, directors,
elected officers and employee benefits programs may have either a long or
short position in any securities or in options on them.
(5) Current Dividend Yield for each security was calculated by annualizing the
last quarterly or semi-annual ordinary dividend received on the security and
dividing the result by its market value as of the close of trading on ,
1997.
A-5
<PAGE>
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Performance Information
- --------------------------------------------------------------------------------
The following table compares the actual performance of the Dow Jones Industrial
Average and the hypothetical performance of approximately equal amounts invested
in each of the Low Five Stocks (but not the Trust) at the beginning of each year
and reinvesting the proceeds annually for the past 20 years, as of December 31
in each of these years. These results represent past performance of the Low Five
Stocks, and may not be indicative of future results of the Low Five Stocks, the
Low Five Strategy or the Trust. The Low Five Stocks underperformed the DJIA in
certain years. Also, an investment in the Trust will not realize as high a total
return as a direct investment in the Low Five Stocks, since the Trust has sales
charges and expenses and will not receive any dividend income. Actual
performance of the Trust will also differ from quoted performance of the Low
Five Stocks and the DJIA because the quoted performance figures are annual
figures based on closing sales prices on December 31, while the call options
provide for annual readjustment on [ ] of each year and the Trust will
terminate no later than , 2002.
COMPARISON OF DIVIDENDS, APPRECIATION AND TOTAL RETURN
(FIGURES DO NOT REFLECT SALES CHARGES, COMMISSIONS, FUND EXPENSES OR TAXES)
DOW JONES
LOW FIVE INDUSTRIAL
STOCKS(1) AVERAGE (DJIA)
-------------- --------------
YEAR APPRECIATION(2) APPRECIATION(2)
- ---- -------------- --------------
1976% 17.86%
1977 -17.27
1978 -3.15
1979 4.19
1980 14.93
1981 -9.23
1982 19.60
1983 20.30
1984 -3.76
1985 27.66
1986 22.58
1987 2.26
1988 11.85
1989 26.96
1990 -4.34
1991 20.32
1992 4.17
1993 13.72
1994 2.14
1995 33.45
1996 26.01
- ----------------------------
(1) For any given year, the ten highest yielding DJIA stocks from which the Low
Five Stocks were selected by ranking the dividend yields for each of the
stocks in the DJIA as of the beginning of that year, based upon an
annualization of the last quarterly or semi-annual regular dividend
distribution (which would have been declared in the preceding year) divided
by that stock's market value on the first trading day that year on the New
York Stock Exchange.
(2) Appreciation for the Low Five Stocks is calculated by subtracting the market
value of these stocks at the opening value on the first trading day on the
New York Stock Exchange in a given year from the market value of those
stocks at the closing value on the last trading day in that year, and
dividing the result by the market value of the stocks at the opeining value
on the first trading day in that year. Appreciation for the DJIA is
calculated by subtracting the opening value of the DJIA on the first trading
day in each year from the closing value of the DJIA on the last trading day
in that year, and dividing the result by the opening value of the DJIA on
the first trading day in that year.
A-6
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Equity Investor Fund, Equity Participation
Trust--Low Five Series, Defined Asset Funds (the 'Trust'):
We have audited the accompanying statement of condition and the related defined
portfolio included in the prospectus of the Trust as of , 1997. This
financial statement is the responsibility of the Trustee. Our responsibility is
to express an opinion on this financial statement 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of an irrevocable letter of credit deposited for the purchase of
securities, as described in the statement of condition, with 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 statement referred to above presents fairly, in
all material respects, the financial position of the Trust as of ,
1997 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
, 1997
STATEMENT OF CONDITION AS OF , 1997
TRUST PROPERTY
Investments--Contracts to purchase Securities(1).........$
Cash.....................................................
Organizational Costs(2)..................................
--------------------
Total............................................$
--------------------
--------------------
LIABILITY AND INTEREST OF HOLDERS
Accrued Liability(2).................................$
--------------------
Subtotal
--------------------
Interest of Holders of Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)...................................$
Gross underwriting commissions(5)...................... ()
--------------------
Subtotal
--------------------
Total............................................$
--------------------
--------------------
- ------------
(1) Aggregate cost to the Trust of the securities listed under Defined
Portfolio determined by the Evaluator at 4:00 p.m., Eastern time on ,
1997. The contracts to purchase securities are collateralized by an irrevocable
letter of credit which has been issued by , in
the amount of $ and deposited with the Trustee. The amount of the
letter of credit includes $ for the purchase of securities.
(2) This represents a portion of the Trust's organizational costs which
will be deferred and amortized over a one-year period. Organizational costs have
been estimated based on projected total assets of $ million. To the extent the
Trust is larger or smaller, the estimate may vary.
(3) Because the value of securities at the evaluation time on the
Initial Date of Deposit may differ from the amounts shown in this statement of
condition, the number of Units offered on the Initial Date of Deposit will be
adjusted from the initial number of Units to maintain the $1,000 per 1,000 Units
net asset value only for that day. The Public Offering Price on any subsequent
business day will vary.
(4) Aggregate public offering price computed on the basis of the value
of the underlying securities at 4:00 p.m., Eastern time on , 1997.
(5) Assumes the maximum up-front sales charge per 1,000 units of 3.00%
of the net amount invested.
A-7
<PAGE>
DEFINED ASSET FUNDSSM
PROSPECTUS--PART B
EQUITY INVESTOR FUND EQUITY PARTICIPATION TRUST -- LOW FIVE SERIES
FURTHER INFORMATION REGARDING THE TRUST MAY BE OBTAINED
WITHIN FIVE DAYS OF WRITING OR CALLING THE TRUSTEE AT THE ADDRESS AND
TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THIS PROSPECTUS.
Index
PAGE
----
Trust Description.......................... 1
Risk Factors............................... 3
How to Buy Units........................... 4
How to Redeem or Sell Units................ 5
Income and Distributions................... 6
Trust Expenses............................. 6
PAGE
----
Taxes...................................... 7
Records and Reports........................ 8
Trust Indenture............................ 9
Miscellaneous.............................. 9
Exchange Option............................ 11
Supplemental Information................... 12
TRUST DESCRIPTION
The Trust seeks to provide both capital appreciation and protection against
a loss of capital over a five year period through an investment in call options
on common stocks and zero coupon bonds.
THE EQUITY PARTICIPATION LOW FIVE STRATEGY. The Trust seeks capital
appreciation by following a simple strategy: investing annually in the five
lowest dollar price per share common stocks of the ten highest dividend yielding
stocks in the Dow Jones Industrial Average*. The Trust applies this strategy
over a five year period by investing in call options on the Low Five Stocks and
by adjusting the common stocks underlying the call options to reflect the annual
change in the composition of the Low Five Stocks. In addition, the Equity
Participation Low Five Strategy provides protection from a loss of capital
through investment in zero coupon bonds which appreciate in value over the life
of the Trust.
THE DOW JONES INDUSTRIAL AVERAGE. The first DJIA, consisting of 12 stocks,
was published in The Wall Street Journal in 1896. The Dow Jones Industrial
Average includes some of the most well-known, widely followed and highly
capitalized companies in America. These companies are major factors in their
industries. These companies file information with the SEC which is available
free of charge upon request from the Trustee.
- --------------
* The name 'Dow Jones Industrial Average' is the property of Dow Jones &
Company, Inc., which is not affiliated with the Sponsors, has not participated
in any way in the creation of the Trust or in the selection of securities
included in the Trust's portfolio and has not reviewed or approved any
information included in this Prospectus.
1
<PAGE>
LIST AS OF OCTOBER 1, 1928 CURRENT LIST
- ----------------------------------------------------------------------
Allied Chemical Allied Signal
American Can Aluminum Co. of America
American Smelting American Express
American Sugar AT&T
American Tobbaco Boeing
Atlantic Refining Caterpillar
Bethlehem Steel Chevron
Chrysler Coca-Cola
General Electric Du Pont
General Motors Eastman Kodak
General Railway Signal Exxon
Goodrich General Electric
International Harvester General Motors
International Nickel Goodyear
Mack Trucks Hewlett-Packard
Nash Motors IBM
North American International Paper
Paramount Publix Johnson & Johnson
Postum, Inc. J.P. Morgan & Co.
Radio Corporation of America (RCA) McDonald's
Sears Roebuck Merck
Standard Oil of New Jersey Minnesota Mining & Manufacturing
Texas Corporation Philip Morris
Texas Gulf Sulphur Procter & Gamble
Union Carbide Sears Roebuck
United States Steel Travelers Group
Victor Talking Machine Union Carbide
Westinghouse Electric United Technologies
Woolworth Wal-Mart Stores
Wright Aeronautical Walt Disney
THE CALL OPTIONS. The Trust seeks capital appreciation through the
acquisition of call options on the Low Five Stocks. The call options have been
issued by financial institutions whose long-term debt obligations are rated at
least [ ] by [ ]. The call options will expire approximately [ ] days
after the Trust's termination. The Sponsors anticipate that they will direct the
Trustee to sell the call options prior to the maturity of the call options. The
call options do not pass through any dividends payable on the Low Five Stocks.
As a result, the options are priced lower than comparable investments that
account for dividends.
THE ZERO COUPON BONDS. The zero coupon bonds are designed to ensure that
unit holders will always receive at the termination of the Trust not less than
$1,000 per 1,000 units. The bonds were purchased at a discount and do not make
any payments of interest before their maturity. The Trust only has the right to
receive a fixed payment at the bonds' maturity.
THE LOW FIVE STOCKS
The call options provide capital appreciation on the five lowest dollar
price per share common stocks of the ten common stocks in the DJIA having the
highest dividend yields as of the dates indicated in Part A. 'Highest dividend
yield' is calculated by annualizing the last quarterly or semi-annual ordinary
dividend distributed on the DJIA
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Stocks and dividing the result by its closing sales price. Since the Trust does
not hold the actual stocks, it will not receive, nor will the value of the call
options reflect, any dividends paid by the underlying stocks.
The Low Five Strategy selection process is a straightforward, objective,
mathematical application that ignores any subjective factors concerning an
issuer in the DJIA, an industry or the economy generally. The options may relate
to a stock that the Sponsors do not recommend for purchase and, in fact, any
Sponsor may have sell recommendations on a number of the Low Five Stocks subject
to the options from time to time. Various theories attempt to explain why a
common stock is among the ten highest yielding stocks in the DJIA at any given
time: the issuer may be in financial difficulty or out of favor in the market
because of weak earnings or performance or forecasts or negative publicity;
uncertainties relating to pending or threatened litigation or pending or
proposed legislation or government regulation; the stock may be a cyclical stock
reacting to national and international economic developments; or the market may
be anticipating a reduction in or the elimination of the issuer's dividend. Some
of the foregoing factors may be relevant to only a segment of an issuer's
overall business yet the publicity may be strong enough to outweigh otherwise
solid business performance. In addition, companies in certain industries have
historically paid relatively high dividends.
The deposit of the call options and the zero coupon bonds (together, the
'Securities') in the Fund on the initial date of deposit established a
proportionate relationship based on the face amount of the bonds and the number
of shares of each Strategy Stock underlying the call options. During the 90-day
period following the initial date of deposit the Sponsors may deposit additional
Securities in order to create new Units, maintaining to the extent possible that
original proportionate relationship. Deposits of additional Securities
subsequent to the 90-day period must generally replicate exactly their
proportionate relationship at the end of the initial 90-day period. The ability
to acquire each Security at the same time will generally depend upon its
availability and any restrictions on the purchase of that Security under the
federal securities laws or otherwise.
Additional Units may also be created by the deposit of cash (including a
letter of credit) with instructions to purchase additional Securities. This
practice could cause both existing and new investors to experience a dilution of
their investment because of price fluctuations in the Securities between the
time of the cash deposit and the actual purchase of the additional Securities
and because any associated brokerage fees will be an expense of the Portfolio.
To minimize the risk of price fluctuations purchasing Securities, the Portfolio
will try to purchase Securities as close to the Evaluation Time or at prices as
close to the evaluated prices as possible.
Because each Defined Asset Fund is a preselected portfolio, you know the
securities before you invest. Of course, the Trust's portfolio will change
somewhat over time as Securities are purchased upon creation of additional
Units, as Securities are sold or call options exercised to meet Unit redemptions
or in other limited circumstances.
PORTFOLIO SUPERVISION
The Trust follows a buy and hold investment strategy in contrast to the
frequent portfolio changes of a managed fund based on economic, financial and
market analyses. Although the Trust's portfolio is regularly reviewed, because
of the Low Five Strategy, the Trust is unlikely to sell any of the call options
or zero coupon bonds or exercise any of the call options other than to satisfy
redemptions of units. More specifically, except for an adverse development
affecting the issuer of a call option, adverse developments concerning a decline
in the value of the option, adverse developments concerning a bond, or adverse
developments concerning a Low Five Stock including the adverse financial
condition of the issuer of a Low Five Stock, a failure to maintain a current
dividend rate, the institution of legal proceedings against the issuer, a
default under certain documents materially and adversely affecting the future
declaration of dividends, or a decline in the price, or the occurrence of other
market or credit factors (including a public tender offer or a merger or
acquisition transaction) that might otherwise make retention of the call options
or zero coupon bonds detrimental to the interest of investors, will generally
not cause the Trust to dispose of a call option or bond. Furthermore, other than
the annual adjustment, the Low Five Stocks underlying the options do not change
even if a Low Five Stock ceases to be ranked among the five lowest dollar price
per share stocks of the ten highest-dividend yielding stocks in the DJIA or is
deleted from the DJIA.
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RISK FACTORS
An investment in the Trust entails certain risks, including the risk that
the value of your investment will decline if the value of the call options
decrease due to the impaired financial condition of the issuers of the call
options or the Low Five Stocks or a decline in the general condition of the
stock market. The obligations of the issuers of the call options are not
collateralized or otherwise secured. Accordingly, in the event of the failure by
an issuer of a call option to perform its obligations, the Trust will be an
unsecured creditor of that issuer. Common stocks in general may be especially
susceptible to general stock market movements and to volatile increases and
decreases in value as market confidence in and perceptions of the issuers
change. Equity markets can be affected by unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. The Sponsors cannot predict the
direction or scope of any of these factors. Equity markets have been at
historically high levels and no assurance can be given that these levels will
continue.
The trading prices of the call options will be directly affected by the
trading prices of the Low Five Stocks as well as by the time to maturity of the
call options and the level of interest rates generally. The market for the call
options is likely to influence and be influenced by the market for Low Five
Stocks. For example, the prices of Low Five Stocks could be depressed by
investors' anticipation of the potential distribution into the market of
substantial amounts of Low Five Stocks on the termination date and by hedging or
arbitrage activity that may develop involving the call options and the Low Five
Stocks. The Sponsors believe that there should be a readily available market
among institutional investors for the call options in the event it is necessary
to sell the options to meet redemptions of units.
The Trust seeks to provide protection against a loss of capital by investing
in the zero coupon bonds. The zero coupon bonds pay no income until maturity.
The sale of units before the zero coupon bonds' maturity at a time when interest
rates have increased would involve greater market risk than investment in a fund
holding comparable debt obligations which pay interest currently. Because the
Trust is designed to return to investors $1,000 per 1,000 Units at its
termination, if you redeem or sell prior to termination of the Trust, you may
receive less.
The Low Five Stocks may be concentrated in one or more of types of issuers.
Concentration may involve additional risk because of the decreased
diversification of economic, financial and market risks. Set forth below is a
brief description of certain risks associated with the Low Five Stocks.
Additional information is contained in the Information Supplement which is
available from the Trustee at no charge to the investor.
LITIGATION AND LEGISLATION
The Sponsors do not know of any pending litigation as of the initial date of
deposit that might reasonably be expected to have a material adverse effect on
the Fund, although pending litigation may have a material adverse effect on the
value of the Low Five Stocks and, consequently, the call options. In addition,
at any time after the initial date of deposit, litigation may be initiated on a
variety of grounds, or legislation may be enacted, affecting the call options or
zero coupon bonds in the Trust's portfolio, the issuers of the call options or
the issuers of the Low Five Stocks. Changing approaches to regulation,
particularly with respect to the environment or with respect to the petroleum or
tobacco industry, may have a negative impact on certain companies represented in
the Low Five Stocks. There can be no assurance that future litigation,
legislation, regulation or deregulation will not have a material adverse effect
on the Trust or will not impair the ability of the issuers of the Low Five
Stocks or the call options to achieve their business goals.
LIFE OF THE TRUST; TERMINATION
The Trust will be terminated no later than the termination date specified in
Part A of the Prospectus. It will terminate earlier upon the disposition of the
last Security or upon the consent of investors holding 51% of the Units. The
Trust may also be terminated earlier by the Sponsors once its total assets have
fallen below the minimum value specified in Part A of the Prospectus. A decision
by the Sponsors to terminate the Trust early will be based on factors such as
the size of the Trust's portfolio relative to its original size, the ratio of
Trust expenses to income, and the cost of maintaining a current prospectus.
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Notice of impending termination will be provided to investors and thereafter
units will no longer be redeemable. On or shortly before termination, the
Trustee will dispose of any Securities remaining in the Trust's portfolio. A
proportional share of the expenses associated with termination, including
brokerage costs in disposing of Securities, will be borne by investors remaining
at that time. This may have the effect of reducing the amount of proceeds those
investors are to receive in any final distribution.
HOW TO BUY UNITS
Units are available from any of the Sponsors at the Public Offering Price.
The Public Offering Price varies each Business Day with changes in the value of
the Trust's portfolio and other assets and liabilities of the Trust.
PUBLIC OFFERING PRICE
Units purchased by participants in a qualified fee-based account offered by
a Sponsor will not be subject to any up-front or deferred sales charge. Other
investors are charged a combination of up-front and deferred sales charges. The
maximum up-front sales charge is equal to 3% of the net amount invested or, for
quantity purchases of units by an investor and the investor's spouse and minor
children, or by a single trust estate or fiduciary account, made on a single
day, the following percentages of the net amount invested:
APPLICABLE SALES
CHARGE
(GROSS UNDERWRITING
PROFIT)
AS % OF NET AMOUNT
AMOUNT PURCHASED INVESTED
- -------------------------- ----------------------
Less than $ .........%
$ to $ .........
$ to $ .......
$ or more...........
The deferred sales charge is a one-time charge assessed against investors
who redeem Units prior to , 2002. The deferred sales charge is equal to 1%
of the net asset value of a Unit at the time of redemption and will be deducted
from the redemption or repurchase proceeds payable to a redeeming investor. The
up-front and deferred sales charges will not, in the aggregate, exceed an amount
equal to 6.25% of the offering price on the initial date of deposit.
EVALUATIONS
Evaluations are determined by an independent Evaluator on each Business Day.
This excludes Saturdays, Sundays and the following holidays as observed by the
New York Stock Exchange: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas and the following
federal holidays: Martin Luther King's birthday, Columbus Day and Veterans Day.
Neither the Sponsors, the Trustee nor the Evaluator guarantee the
enforceability, marketability or price of any Securities or will be liable for
errors in the Evaluator's judgment. The value of the call options, which have no
readily ascertainable market value, will be determined in good faith. The fees
of the Evaluator will be borne by the Trust.
NO CERTIFICATES
All investors are required to hold their Units in uncertifcated form and in
'street name' by their broker, dealer or financial institution at the Depository
Trust Company ('DTC').
HOW TO REDEEM OR SELL UNITS
You can redeem your Units at any time for net asset value less any
uncollected sales charge. In addition, the Sponsors have maintained an
uninterrupted secondary market for Units for over 20 years and will ordinarily
buy back Units at net asset value. The following describes these two methods to
redeem or sell Units in greater detail.
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REDEEMING UNITS
You can always redeem your Units for net asset value less any uncollected
sales charge. This can be done by contacting your broker, dealer or financial
institution that holds your Units in street name. In certain instances,
additional documents may be required such as a trust instrument, certificate of
corporate authority, certificate of death or appointment as executor,
administrator or guardian.
Within seven days after the receipt of your request (any any necessary
documents), a check will be mailed to you in an amount equal to the net asset
value of your Units. Because of any sales charges, market movements or changes
in the Trust's portfolio, net asset value at the time you redeem your Units may
be greater or less than the original cost of your Units. Net asset value is
calculated each Business Day by adding the value of the Securities, cash and the
value of any other Trust assets; deducting any unpaid taxes or other
governmental charges, accrued but unpaid Trust expenses, unreimbursed Trustee
advances, cash held to redeem Units or for distribution to investors and the
value of any other Trust liabilities; and dividing the result by the number of
outstanding Units. Net asset value will be reduced by the amount of any
applicable deferred sales charges and after the initial offering period will
also be reduced to reflect the cost to the Trust of liquidating Securities to
pay the redemption price.
As long as the Sponsors are maintaining a secondary market for Units (as
described below), the Trustee will not actually redeem your Units but will sell
them to the Sponsors for net asset value. If the Sponsors are not maintaining a
secondary market, the Trustee will redeem your Units for net asset value or will
sell your Units in the over-the-counter market if the Trustee believes it will
obtain a higher net price for your Units. If the Trustee is able to sell the
Units for a net price higher than net asset value, you will receive the net
proceeds of the sale.
The Trustee may sell Securities selected by the Agent for the Sponsors based
on market and credit factors determined to be in the best interest of the Trust.
These sales are often made at times when the Securities would not otherwise be
sold and may result in lower prices than might be realized otherwise and may
also reduce the size and diversity of the Trust.
Any investor owning Units representing Securities with a value of at least
$250,000 who redeems those Units may, in lieu of cash redemption, request
distribution in kind of an amount and value of Securities per Unit equal to the
otherwise applicable Redemption Price per Unit. Generally, subject to applicable
federal and state laws governing the transfer of restricted securities and all
other applicable legal restrictions, a portion of each Security (less any
applicable deferred sales charge) will be paid over to a distribution agent and
either held for the account of the investor or disposed of in accordance
instructions of the investor. Any brokerage commissions on sales of Securities
in connection with in-kind redemptions will be borne by the redeeming investors.
The in-kind redemption option may be terminated by the Sponsors at any time upon
prior notice to investors.
Redemptions may be suspended or payment postponed (i) if the New York Stock
Exchange is closed (other than customary weekend and holiday closings), (ii) if
the SEC determines that trading on the New York Stock Exchange is restricted or
that an emergency exists making disposal or evaluation of the Securities not
reasonably practicable or (iii) for any other period permitted by SEC order.
SPONSORS' SECONDARY MARKET FOR UNITS
The Sponsors, while not obligated to do so, will buy back Units at net asset
value as long as they are maintaining a secondary market for Units. Because of
the sales charge, market movements or changes in the Trust's portfolio, net
asset value at the time you sell your Units may be greater or less than the
original cost of your Units. The Sponsors may resell the Units to other buyers
or redeem the Units by tendering them to the Trustee. You should consult your
financial professional for current market prices to determine if other
broker-dealers or banks are offering higher prices for Units.
The Sponsors may discontinue the secondary market for Units without prior
notice if the supply of Units exceeds demand or for other business reasons.
Regardless of whether the Sponsors maintain a secondary market, you have the
right to redeem your Units for net asset value with the Trustee at any time, as
described above.
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INCOME AND DISTRIBUTIONS
INCOME AND DISTRIBUTIONS
The Trust has no current income, thus it pays no distributions until the
termination date.
TRUST EXPENSES
Estimated annual Trust expenses are listed in Part A of the Prospectus; if
actual expenses exceed the estimate, the excess will be borne by the Trust. The
estimated expenses do not include the brokerage commissions, if any, payable by
the Trust in purchasing and selling Securities. The Trustee's annual fee is
payable on a monthly basis. The Trustee also benefits when it holds cash for the
Trust in non-interest bearing accounts. Possible additional charges include
Trustee fees and expenses for extraordinary services, costs of indemnifying the
Trustee and the Sponsors, costs of action taken to protect the Trust and other
legal fees and expenses, Trust termination expenses and any governmental
charges. The Trustee has a lien on Trust assets to secure reimbursement of these
amounts and may sell Securities for this purpose if cash is not available. The
Sponsors receive an annual fee currently estimated at $0.35 per 1,000 Units to
reimburse them for the cost of providing portfolio supervisory services to the
Trust. While the fee may exceed their costs of providing these services to the
Trust, the total supervision fees from all Series of Equity Investor Fund will
not exceed their costs for these services to all of those Series during any
calendar year. The Sponsors may also be reimbursed for their costs of providing
bookkeeping and administrative services to Defined Asset Funds, currently
estimated at $0.10 per 1,000 Units. The Trustee's, Sponsors' and Evaluator's
fees may be adjusted for inflation without investors' approval.
Expenses incurred in establishing the Trust, including the cost of the
initial preparation of documents relating to the Trust, federal and state
registration fees, the initial fees and expenses of the Trustee, legal expenses
and any other out-of-pocket expenses will be paid by the Trust and amortized
over a one-year period. Advertising and selling expenses will be paid from the
Underwriting Account at no charge to the Trust. Defined Asset Funds can be a
cost-effective way to purchase and hold investments. Annual operating expenses
are generally lower than for managed funds. Because Defined Asset Funds have no
management fees, limited transaction costs and no ongoing marketing expenses,
operating expenses are generally less than 0.25% a year. When compounded
annually, small differences in expense ratios can make a big difference in your
investment results.
TAXES
The following discussion addresses certain tax consequences of an investment
in Units that are held as capital assets and does not address the tax
consequences of an investment in Units by dealers, financial institutions,
insurance companies or other persons subject to special tax rules.
In the opinion of Davis Polk & Wardwell, special counsel for the Sponsors,
under existing law:
The Trust is not an association taxable as a corporation for federal
income tax purposes. Each investor will be considered to be the owner of a
pro rata portion of each asset in the Trust under the grantor trust rules of
Sections 671-679 of the Internal Revenue Code of 1986, as amended (the
'Code').
The zero coupon bonds will be considered to have been issued at an
original issue discount for federal income tax purposes. As a result,
investors will be required to include original issue discount in respect of
the zero coupon bonds in income as it accrues, in accordance with a constant
yield method based on a compounding of interest, before the Trust's receipt
of cash payments attributable to such income. Under the constant yield
method, investors generally will be required to include in income
increasingly greater amounts of original issue discount in successive
accrual periods. The tax basis of an investor's pro rata share of zero
coupon bonds will be increased by the amount of original issue discount that
the investor includes in income.
An investor will recognize gain or loss (if any) when he sells or redeems
all or some of his Units for cash; when the Trust sells zero coupon bonds or
an interest in the call option; and at maturity of the zero coupon bonds.
The gain or loss will be capital gain or loss. An investor will also
recognize gain or loss (if any) upon exercise of the call option by the
Trust. Counsel is of the opinion that, while the issue is not entirely free
from doubt, gain or loss arising from the Trust's exercise of the call
option will be capital gain or loss.
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Net capital gain (the excess of net long-term capital gains over net
short-term capital losses) may be taxed at a lower rate than ordinary income
for certain noncorporate taxpayers. A capital gain or loss is long-term if
the asset is held for more than one year and short-term if the asset is held
for one year or less. The lower net capital gain tax rate will be
unavailable to those noncorporate investors who have held their Units for
less than a year and a day at the time they sell or redeem their Units for
cash or on the mandatory termination date. The deduction of capital losses
is subject to limitations.
An investor's basis in his Units will equal the cost of his Units,
including any up-front sales charge, plus the amount of original issue
discount and acquisition discount in respect of the zero coupon bonds that
the investor includes in income. A portion of the sales charge is deferred
until the termination of the Trust or the redemption of Units. The proceeds
received by an investor upon such event will reflect deduction of the
deferred amount and a charge for organizational expenses. The annual
statement and the relevant tax reporting forms received by investors will be
based upon the amounts paid to them, net of the deferred sales charge and
the charge for organizational expenses. Accordingly, investors should not
increase their basis in their Units by the deferred sales charge amount or
any amount used to pay organizational expenses.
An individual investor who itemizes deductions will be entitled to deduct
his pro rata share of current ongoing expenses paid by the Trust only to the
extent that this amount, together with the investor's other miscellaneous
deductions, exceeds 2% of his adjusted gross income. In addition, the Code
further restricts the ability of an individual investor with an adjusted
gross income in excess of a specified amount (for 1997, $ or $
for a married persons filing a separate return) to deduct his pro rata share
of Trust expenses.
Under the income tax laws of the State and City of New York, the Trust is
not an association taxable as a corporation and the income of the Trust will
be treated as the income of the investors in the same manner as for federal
income tax purposes.
The foregoing discussion summarizes only certain U.S. federal and New
York State and City income tax consequences of an investment in Units by
investors who are U.S. persons, as defined in the Code. Investors may be
subject to taxation in New York or in other jurisdictions and should consult
their own tax advisors in this regard.
* * * *
The Trustee will furnish information returns to each investor and to the
Internal Revenue Service.
RETIREMENT PLANS
The Trust may be well suited for purchase by Individual Retirement Accounts
('IRAs'), Keogh plans, pension funds and other qualified retirement plans,
certain of which are briefly described below. Generally, capital gains and
income received in each of the foregoing plans are exempt from Federal taxation.
All distributions from such plans are generally treated as ordinary income but
may, in some cases, be eligible for special 5 or 10 year averaging or tax-
deferred rollover treatment. Holders of Units in IRAs, Keogh plans and other
tax-deferred retirement plans should consult their plan custodian as to the
appropriate disposition of distributions. Investors considering participation in
any of these plans should review specific tax laws related thereto and should
consult their attorneys or tax advisors with respect to the establishment and
maintenance of any of these plans. These plans are offered by brokerage firms,
including the Sponsors of this Trust, and other financial institutions. Fees and
charges with respect to such plans may vary.
Retirement Plans for the Self-Employed--Keogh Plans. Units may be purchased
by retirement plans established for self-employed individuals, partnerships or
unincorporated companies ('Keogh plans'). The assets of a Keogh plan must be
held in a qualified trust or other arrangement which meets the requirements of
the Code. Keogh plan participants may also establish separate IRAs (see below)
to which they may contribute up to an additional $2,000 per year ($4,000 in a
spousal account).
Individual Retirement Account--IRA. Any individual can make use of a
qualified IRA arrangement for the purchase of Units. Any individual (including
one covered by an employer retirement plan) can make a contribution in an IRA
equal to the lesser of $2,000 ($4,000 in a spousal account) or 100% of earned
income; such investment
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must be made in cash. However, the deductible amount an individual may
contribute will be reduced if the individual's adjusted gross income exceeds
$25,000 (in the case of a single individual), $40,000 (in the case of married
individuals filing a joint return) or $200 (in the case of a married individual
filing a separate return). Certain transactions which are prohibited under
Section 408 of the Code will cause all or a portion of the amount in an IRA to
be deemed to the distributed and subject to tax at that time. Unless
nondeductible contributions were made in 1987 or a later year, all distributions
from an IRA will be treated as ordinary income but generally are eligible for
tax-deferred rollover treatment. Taxable distributions made before attainment of
age 59 1/2, except in the case of the participant's death or disability or where
the amount distributed is part of a series of substantially equal periodic (at
least annual) payments that are to be made over the life expectancies of the
participant and his or her beneficiary, are generally subject to a surtax in an
amount equal to 10% of the distribution.
Corporate Pension and Profit-Sharing Plans. A pension or profit-sharing plan
for employees of a corporation may purchase Units.
RECORDS AND REPORTS
The Trustee keeps a register of the names, addresses and holdings of all
investors. The Trustee also keeps records of the transactions of the Trust,
including a current list of the Securities and a copy of the Indenture, which
may be inspected by investors at reasonable times during business hours.
The Trustee sends each investor of record an annual report summarizing
transactions in the Trust's accounts, including amounts distributed from them,
any portfolio securities purchased or sold, listing securities held and the
number of Units outstanding and the Redemption Price per 1,000 Units at year
end, and the fees and expenses paid by the Trust, among other matters. Trust
accounts are audited by independent accountants selected by the Sponsors and any
report of the accountants will be available from the Trustee on request.
TRUST INDENTURE
The Trust is a 'unit investment trust' created under New York law by a Trust
Indenture among the Sponsors, the Trustee and the Evaluator. This Prospectus
summarizes various provisions of the Indenture, but each statement is qualified
in its entirety by reference to the Indenture.
The Indenture may be amended by the Sponsors and the Trustee without consent
by investors to cure ambiguities or to correct or supplement any defective or
inconsistent provision, to make any amendment required by the SEC or other
governmental agency or to make any other change not materially adverse to the
interest of investors (as determined in good faith by the Sponsors). The
Indenture may also generally be amended upon consent of investors holding 51% of
the Units. No amendment may reduce the interest of any investor in the Trust
without the investor's consent or reduce the percentage of Units required to
consent to any amendment without unanimous consent of investors. Investors will
be notified of the substance of any amendment.
The Trustee may resign upon notice to the Sponsors. It may be removed by
investors holding 51% of the Units at any time or by the Sponsors without the
consent of investors if it becomes incapable of acting or bankrupt, its affairs
are taken over by public authorities, or if under certain conditions the
Sponsors determine in good faith that its replacement is in the best interest of
the investors. The Evaluator may resign or be removed by the Sponsor and Trustee
without the investors' consent. The resignation or removal of either becomes
effective upon acceptance of appointment by a successor; in this case, the
Sponsors will use their best efforts to appoint a successor promptly; however,
if upon resignation no successor has accepted appointment within 30 days after
notification, the resigning Trustee or Evaluator may apply to a court of
competent jurisdiction to appoint a successor.
Any Sponsor may resign so long as one Sponsor with a net worth of $2,000,000
remains. A new Sponsor may be appointed by the remaining Sponsors and the
Trustee to assume the duties of the resigning Sponsor. If there is only one
Sponsor and it fails to perform its duties or becomes incapable of acting or
bankrupt or its affairs are taken over by public authorities, the Trustee may
appoint a successor Sponsor at reasonable rates of compensation, terminate the
Indenture and liquidate the Trust or continue to act as Trustee without a
Sponsor. Merrill Lynch, Pierce, Fenner & Smith Incorporated has been appointed
as Agent for the Sponsors by the other Sponsors.
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The Sponsors, the Trustee and the Evaluator are not liable to investors or
any other party for any act or omission in the conduct of their responsibilities
absent bad faith, willful misfeasance, negligence (gross negligence in the case
of a Sponsor) or reckless disregard of duty. The Indenture contains customary
provisions limiting the liability of the Trustee.
MISCELLANEOUS
LEGAL OPINION
The legality of the Units has been passed upon by Davis Polk & Wardwell, 450
Lexington Avenue, New York, New York 10017, as special counsel for the Sponsors.
AUDITORS
The Statement of Condition in Part A of the Prospectus was audited by
Deloitte & Touche LLP, independent accountants, as stated in their opinion. It
is included in reliance upon that opinion given on the authority of that firm as
experts in accounting and auditing.
TRUSTEE
The Trustee and its address are stated on the back cover of the Prospectus.
The Trustee is subject to supervision by the Federal Deposit Insurance
Corporation, the Board of Governors of the Federal Reserve System and the New
York State banking authorities.
SPONSORS
The Sponsors are listed on the back cover of the Prospectus. They may
include Merrill Lynch, Pierce, Fenner & Smith Incorporated, a wholly-owned
subsidiary of Merrill Lynch Co. Inc.; Smith Barney Inc., an indirect wholly-
owned subsidiary of The Travelers Inc.; PaineWebber Incorporated, a wholly-owned
subsidiary of PaineWebber Group Inc.; Prudential Securities Incorporated, an
indirect wholly-owned subsidiary of the Prudential Insurance Company of America,
and Dean Witter Reynolds, Inc., a principal operating subsidiary of Dean Witter
Discover & Co. Each Sponsor, or one of its predecessor corporations, has acted
as Sponsor of a number of series of unit investment trusts. Each Sponsor has
acted as principal underwriter and managing underwriter of other investment
companies. The Sponsors, in addition to participating as members of various
selling groups or as agents of other investment companies, execute orders on
behalf of investment companies for the purchase and sale of securities of these
companies and sell securities to these companies in their capacities as brokers
or dealers in securities.
CODE OF ETHICS
The Agent for the Sponsors has adopted a code of ethics requiring
preclearance and reporting of personal securities transactions by its personnel
who have access to information on Defined Asset Funds portfolio transactions.
The code is intended to prevent any act, practice or course of conduct which
would operate as a fraud or deceit on any Trust and to provide guidance to these
persons regarding standards of conduct consistent with the Agent's
responsibilities to Defined Asset Funds.
PUBLIC DISTRIBUTION
During the initial offering period and thereafter to the extent additional
Units continue to be offered for sale to the public by means of this Prospectus,
Units will be distributed directly to the public by this Prospectus at the
Public Offering Price determined in the manner provided above or to selected
dealers who are members of the National Association of Securities Dealers, Inc.
at a concession not in excess of the maximum sales charge. The Sponsors intend
to qualify Units for sale in all states in which qualification is deemed
necessary through the Underwriting Account and by dealers who are members of the
National Association of Securities Dealers, Inc. The Sponsors do not intend to
qualify Units for sale in any foreign countries and this Prospectus does not
constitute an offer to sell Units in any country where Units cannot lawfully be
sold.
UNDERWRITERS' AND SPONSORS' PROFITS
Upon sale of the Units, the Underwriters will be entitled to receive sales
charges; each Underwriters' interest in the Underwriting Account will depend on
the number of Units acquired through the issuance of additional Units.
10
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The Sponsors also realize a profit or loss on deposit of the Securities equal to
the difference between the cost of the Securities to the Trust (based on the
aggregate value of the Securities on their date of deposit) and the purchase
price of the Securities to the Sponsors plus commissions payable by the
Sponsors. In addition, a Sponsor or Underwriter may realize profits or sustain
losses on Securities it deposits in the Fund which were acquired from
underwriting syndicates of which it was a member. During the initial offering
period, the Underwriting Account also may realize profits or sustain losses as a
result of fluctuations after the initial date of deposit in the Public Offering
Price of the Units. In maintaining a secondary market for Units, 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
these Units (which include any sales charge) or the prices at which they redeem
the Units. Cash, if any, made available by buyers of Units to the Sponsors prior
to a settlement date for the purchase of Units may be used in the Sponsors'
businesses to the extent permitted by Rule 15c3-3 under the Securities Exchange
Act of 1934 and may be of benefit to the Sponsors.
PERFORMANCE INFORMATION
The following chart shows the average annual compounded rate of return of
selected asset classes over the 10-year and 20-year periods ending December 31,
1996, compared to the rate of inflation over the same periods. Of course, this
chart represents past performance of these investments and is no guarantee of
future results, either of these categories or of any Defined Fund. Defined Funds
also have sales charges and expenses which are not reflected in the chart.
Stocks (S&P 500)
20 yr 14.55%
10 yr 15.28%
Small-company stocks
20 yr 17.84%
10 yr 12.98%
Long-term corporate bonds
20 yr 9.71%
10 yr 9.48%
U.S. Treasury bills (short-term)
20 yr 7.28%
10 yr 5.46%
Consumer Price Index
20 yr 5.15%
10 yr 3.70%
Source: Ibbotson Associates. Used with permission. All rights reserved.
DEFINED ASSET FUNDS
For decades informed investors have purchased unit investment trusts for
dependability and professional selection of investments. Defined Asset Funds'
philosophy is to allow investors to 'buy with knowledge' (because, unlike
managed funds, the portfolio is relatively fixed) and 'hold with confidence'
(because the portfolio is professionally selected and regularly reviewed).
Defined Asset Funds offers an array of simple and convenient investment choices,
suited to fit a wide variety of personal financial goals--a buy and hold
strategy for capital accumulation, such as for children's education or
retirement or regular current income consistent with the preservation of
principal. Unit investment trusts are particularly suited for investors who
prefer to seek long-term profits by purchasing and holding investments, rather
than through active trading. Few individuals have the knowledge, resources or
capital to buy and hold a diversified portfolio on their own; it would generally
take a considerable sum of money to obtain the breadth and diversity that
Defined Asset Funds offer. Your investment objectives may call for a combination
of Defined Asset Funds.
11
<PAGE>
Defined Asset Funds reflect a buy and hold strategy that the Sponsors
believe can be more effective and less expensive than active management. This
strategy is premised on selection criteria and procedures, diversification and
regular monitoring by investment professionals. Various advertisements and sales
literature may summarize the results of economic studies concerning how stock
movement has tended to be concentrated and how longer-term investments can tend
to reduce risk.
One of the most important investment decisions you face may be how to
allocate your investments among asset classes. Diversification among different
kinds of investments can balance the risks and rewards of each one. Most
investment experts recommend stocks for long-term capital growth. Defined equity
funds offer growth potential and some protection against inflation.
EXCHANGE OPTION
You may exchange Units for units of other Select Ten Portfolios subject only
to the remaining deferred sales charge on the units received. You may exchange
your units of any Select Ten Portfolio, of any other Defined Asset Fund with a
regular maximum sales charge of at least 3.50%, or of any unaffiliated unit
trust with a regular maximum sales charge of at least 2.70%, for Units of this
Trust at their relative net asset values, subject only to a reduced sales
charge, or to any remaining deferred sales charge, as applicable.
To make an exchange, you should contact your financial professional to find
out what suitable exchange funds are available and to obtain a prospectus. You
may acquire units of only those exchange funds in which the Sponsors are
maintaining a secondary market and which are lawfully for sale in the state
where you reside. Except for the reduced sales charge, an exchange is a taxable
event normally requiring recognition of any gain or loss on the units exchanged.
However, the Internal Revenue Service may seek to disallow a loss if the
portfolio of the units acquired is not materially different from the portfolio
of the units exchanged; you should consult your own tax advisor. If the proceeds
of units exchanged are insufficient to acquire a whole number of exchange fund
units, you may pay the difference in cash (not exceeding the price of a single
unit acquired).
As the Sponsors are not obligated to maintain a secondary market in any
series, there can be no assurance that units of a desired series will be
available for exchange. The Exchange Option may be amended or terminated at any
time without notice.
SUPPLEMENTAL INFORMATION
Upon writing or calling the Trustee shown on the back cover of this
Prospectus, investors will receive without charge supplemental information about
the Trust, which has been filed with the SEC. The supplemental information
includes more detailed risk factor disclosure about the types of securities that
may be part of the Portfolio and general information about the structure and
operation of the Trust.
12
<PAGE>
Defined
Asset FundsSM
SPONSORS: EQUITY INVESTOR FUND
Merrill Lynch, EQUITY PARTICIPATION TRUST--
Pierce, Fenner & Smith IncorporatedLOW FIVE SERIES
Defined Asset Funds
P.O. Box 9051 This Prospectus does not contain all of the
Princeton, NJ 08543-9051 information with respect to the investment
(609) 282-8500 company set forth in its registration
Smith Barney Inc. statement and exhibits relating thereto which
Unit Trust Department have been filed with the Securities and
388 Greenwich Street--23rd Floor Exchange Commission, Washington, D.C. under
New York, NY 10013 the Securities Act of 1933 and the Investment
(212) 816-4000 Company Act of 1940, and to which reference
PaineWebber Incorporated is hereby made. Copies of filed material can
1200 Harbor Boulevard be obtained from the Public Reference Section
Weehawken, NJ 07087 of the Commission, 450 Fifth Street, N.W.,
(201) 902-3000 Washington, D.C. 20549 at prescribed rates.
Prudential Securities Incorporated The Commission also maintains a Web site that
One New York Plaza contains information statements and other
New York, NY 10292 information regarding registrants such as
(212) 778-6164 Defined Asset Funds that file electronically
Dean Witter Reynolds Inc. with the Commission at http://www.sec.gov.
Two World Trade Center--59th Floor ------------------------
New York, NY 10048 No person is authorized to give any
(212) 392-2222 information or to make any representations
EVALUATOR: with respect to this investment company not
contained in its registration statement and
related exhibits; and any information or
representation not contained therein must not
be relied upon as having been authorized.
TRUSTEE: ------------------------
The Chase Manhattan Bank When Units of this Trust are no longer
Customer Service Retail Department available, this Prospectus may be used as a
Bowling Green Station preliminary prospectus for a future series;
P.O. Box 5187 in which case investors should note the
New York, NY 10274-5187 following:
1-800-323-1508 Information contained herein is subject to
amendment. A registration statement relating
to securities of a future series has been
filed with the Securities and Exchange
Commission. These securities may not be sold
nor may offers to buy be accepted prior to
the time the registration statement becomes
effective.
This Prospectus shall not constitute an offer
to sell or the solicitation of an offer to
buy nor shall there be any sale of these
securities in any State in which such offer
solicitation or sale would be unlawful prior
to registration or qualification under the
securities laws of any such State.
-- /97
<PAGE>
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
A. The following information relating to the Depositors is incorporated
by reference to the SEC filings indicated and made a part of this
Registration Statement.
I. Bonding arrangements of each of the Depositors are incorporated by reference
to Item A of Part II to the Registration Statement on Form S-6 under the
Securities Act of 1933 for Municipal Investment Trust Fund, Monthly Payment
Series--573 Defined Asset Funds (Reg. No. 333-08241).
II. The date of organization of each of the Depositors is set forth in Item B
of Part II to the Registration Statement on Form S-6 under the Securities Act of
1933 for Municipal Investment Trust Fund, Monthly Payment Series--573 Defined
Asset Funds (Reg. No. 333-08241) and is herein incorporated by reference
thereto.
III. The Charter and By-Laws of each of the Depositors are incorporated herein
by reference to Exhibits 1.3 through 1.12 to the Registration Statement on Form
S-6 under the Securities Act of 1933 for Municipal Investment Trust Fund,
Monthly Payment Series--573 Defined Asset Funds (Reg. No. 333-08241).
IV. Information as to Officers and Directors of the Depositors has been filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934 and is incorporated by reference to the SEC
filings indicated and made a part of this Registration Statement:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 8-7221
Smith Barney Inc. ................................ 8-8177
PaineWebber Incorporated.......................... 8-16267
Prudential Securities Incorporated................ 8-27154
Dean Witter Reynolds Inc. ........................ 8-14172
----------------------------
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsors and Trustee are as follows:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 13-5674085
Smith Barney Inc. ................................ 13-1912900
Prudential Securities Incorporated................ 22-2347336
Dean Witter Reynolds Inc. ........................ 94-0899825
PaineWebber Incorporated ......................... 13-2638166
The Chase Manhattan Bank, Trustee................. 13-4994650
UNDERTAKING
The Sponsors undertake that they will not make any amendment to the Supplement
to this Registration Statement which includes material changes without
submitting the amendment for Staff review prior to distribution.
II-1
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
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 from the
Cross-Reference Sheet of the Registration Statement of Defined Asset Funds
Municipal Insured Series, 1933 Act File No. 33-54565).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The following exhibits:
*1.1 --Form of Trust Indenture.
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, Multistate
Series-48, 1933 Act File No. 33-50247).
1.2 --Form of Master Agreement Among Underwriters (incorporated by reference
to Exhibit 1.2 to the Registration Statement under the Securities Act
of 1933 of The Corporate Income Fund, One Hundred Ninety-Fourth
Monthly Payment Series, 1933 Act File No. 2-90925).
*3.1 --Opinion of counsel as to the legality of the securities being issued
including their consent to the use of their name under the headings
'Taxes' and 'Miscellaneous--Legal Opinion' in the Prospectus.
*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).
- ----------------------------
* To be filed by amendment.
R-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT 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 5TH DAY OF MAY,
1997.
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 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 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 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.
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: 33-43466
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>
SMITH BARNEY INC.
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of 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
Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-4
<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 Number: 33-55073
of PaineWebber Incorporated:
DONALD B. MARRON
JOSEPH J. GRANO, JR.
By
ROBERT E. HOLLEY
(As authorized signatory for PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-5
<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-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
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-7
