AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 4, 1998
REGISTRATION NO. 333-06203
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-6
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FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
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A. EXACT NAME OF TRUST:
EQUITY INVESTOR FUND
BLUE CHIP STOCK SERIES 4
PREMIER AMERICAN PORTFOLIO
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 1200 HARBOR BLVD. 388 GREENWICH ST.
PRINCETON, NJ 08543-9051 WEEHAWKEN, NJ 07087 NEW YORK, NY 10013
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
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 February , 1998.
Check box if it is proposed that this filing will become effective on March 13,
1998 pursuant to paragraph (b) of Rule 485. / x /
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<PAGE>
DEFINED ASSET FUNDSSM
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EQUITY INESTOR FUND The objective of this Defined Fund is total return
BLUE CHIP STOCK SERIES 4 through a combination of capital appreciation and,
PREMIER AMERICAN PORTFOLIO to a lesser extent, dividend income by investing
(A UNIT INVESTMENT for a period of about three years in a diversified
TRUST) portfolio of relatively high-priced common stocks
- ------------------------------issued primarily by leading American corporations
- -- QUARTERLY INCOME having records of uninterrupted dividend payments
- -- PROFESSIONAL SELECTION over a relatively long period of time ('blue chip
- -- DIVERSIFICATION stocks'). There is no assurance that the Fund's
- -- REINVESTMENT OPTION objectives will be met.
The value of units will fluctuate with the value
of the common stocks in the Portfolio and no
assurance can be given that the underlying common
stocks will continue to pay dividends or that the
underlying common stocks or the units will
appreciate in value.
Minimum purchase: $250.
-------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
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 1-800-221-7771.
Prudential Securities Prospectus dated March 13, 1998.
Incorporated INVESTORS SHOULD READ THIS PROSPECTUS CAREFULLY
Dean Witter Reynolds Inc. AND RETAIN IT FOR FUTURE REFERENCE.
<PAGE>
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Def ined 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.
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Defining Your Portfolio
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The 36 stocks represented in the Fund are issued by companies that are among the
oldest, largest or most profitable American companies in their respective
industries, and have established records of earnings and uninterrupted dividend
payments over a relatively long period of time. These are commonly known as
'blue chip' stocks. All but one have paid uninterrupted dividends over a
relatively long period of time. One issuer, Berkshire Hathaway Inc., does not
pay dividends but in the opinion of Defined Asset Funds research analysts
otherwise qualifies as a blue chip stock. Investing in the Portfolio, rather
than in only one or two of the underlying common stocks, is a way to diversify
your investment. Based upon the principal business of each issuer and current
market values, the following industries are represented in the Portfolio:
APPROXIMATE
PORTFOLIO
PERCENTAGE
/ / Diversified 16%
/ / Financial Services/Banking 13
/ / Oil 11
/ / Medical 16
/ / Aerospace 9
/ / Household/Paper Products 6
/ / Multimedia 7
/ / Electronic 3
/ / Insurance 7
/ / Building/Construction 4
/ / Food 5
/ / Other 3
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Defining Your Risks
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Unit price fluctuates with the value of the Portfolio, and the value of the
Portfolio could be affected by changes in the financial condition of the
issuers, changes in the various industries represented in the Portfolio,
movements in stock prices generally, the impact of the Sponsors' purchase and
sale of the securities (especially during the primary offering period of units)
and other factors. Therefore, there is no guarantee that the objective of the
Portfolio will be achieved.
Unlike a mutual fund, the Portfolio is not actively managed and the Sponsors
receive no management fee. Therefore, the adverse financial condition of an
issuer or any market movement in the price of a security will not necessarily
require the sale of securities from the Portfolio or mean that the Sponsors will
not continue to purchase the security in order to create additional Units.
Although the Portfolio is regularly reviewed and evaluated and Sponsors may
instruct the Trustee to sell securities under certain limited circumstances,
securities will not be sold to take advantage of market fluctuations or changes
in anticipated rates of appreciation.
A-2
<PAGE>
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Defining Your Investment
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PUBLIC OFFERING PRICE PER 1,000 UNITS $1,339.75
The Public Offering Price as of December 31, 1997, the evaluation date, is based
on the aggregate value of the underlying securities ($77,009,475) and any cash
held to purchase securities, divided by the number of units outstanding
(59,106,210) times 1,000, plus the 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 CHARGES
The total sales charge for this investment combines an initial up-front sales
charge and a deferred sales charge that will be deducted from the net asset
value of the Portfolio quarterly on the 10th of each February, May, August and
November beginning May 10, 1997.
QUARTERLY INCOME DISTRIBUTIONS
Distributions of income, if any, will be paid on the 25th day of March, June,
September and December of each year to Holders of record on the 10th day of
those months. In order to meet certain tax requirements, a special distribution
of income including capital gains, may be paid to holders of record as of a date
in December. Any capital gain net income will generally be distributed after the
end of the year.
REINVESTMENT OPTION
You can elect to automatically reinvest your distributions into additional units
of the Portfolio subject only to the deferred sales charge remaining at the time
of reinvestment. Reinvesting helps to compound your income for a greater total
return.
TAXES
Distributions which are taxable as ordinary income to Holders will constitute
dividends for Federal income tax purposes and may, subject to certain
limitations, be eligible for the dividends-received deduction for certain
corporations (see Taxes in Part B). Foreign holders should be aware that
distributions from the Fund will generally be subject to information reporting
and withholding taxes.
TERMINATION DATE
The Portfolio will terminate by February 28, 2001. 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.
A-3
<PAGE>
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Defining Your Costs
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SALES CHARGE
First-time investors pay a 2.75% 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 ($6.50 annually). This deferred method of payment keeps
more of your money invested over a longer period of time. Although this is a
unit investment trust rather than a mutual fund, the following information is
presented to permit a comparison of fees and an understanding of the direct or
indirect costs and expenses that you pay.
As a %
of Initial Public Amount per
Offering Price 1,000 Units
----------------- --------------
Maximum Initial Sales Charge 2.75% $ 27.50
Maximum Deferred Sales Charge 1.95% 19.50
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4.70% $ 47.00
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Maximum Sales Charge Imposed on
Reinvested Dividends 1.95% $ 19.50
ESTIMATED ANNUAL FUND OPERATING EXPENSES
Amount per
1,000 Units
--------------
Trustee's Fee $ 0.83
Portfolio Supervision, Bookkeeping and
Administrative Fees $ 0.45
Organizational Expenses $ 0.73
Other Operating Expenses $ 0.45
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TOTAL $ 2.46
This Portfolio (and therefore the investors) will bear all or a portion of its
organizational costs--including costs of preparing the registration statement,
the trust indenture and other closing documents, registering units with the SEC
and the states and the initial audit of the Portfolio--as is common for mutual
funds.
REDEEMING OR SELLING YOUR INVESTMENT
You may redeem or sell your units at any time prior to the termination of the
Portfolio. Your price will be based on the then current net asset value. The
redemption and secondary market repurchase price as of the evaluation date was
$1,302.90 per 1,000 units.
If you sell your units before the termination of the Portfolio, no further
deferred sales charges will be deducted.
A-4
<PAGE>
EQUITY INCOME FUND, BLUE CHIP STOCK SERIES - 4,
PREMIER AMERICAN PORTFOLIO
DEFINED ASSET FUNDS
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders
of Equity Income Fund, Blue Chip Stock Series - 4
Premier American Portfolio
Defined Asset Funds:
We have audited the accompanying statement of condition of Equity
Income Fund, Blue Chip Stock Series - 4, Premier American Portfolio
Defined Asset Funds, including the portfolio, as of December 31, 1997
and the related statements of operations and of changes in net assets
for the period January 9 to December 31, 1997. These financial statements
are the responsibility of the Trustee. Our responsibility is to
express an opinion on these financial statements based on our 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 December 31, 1997, 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
Income Fund, Blue Chip Stock Series - 4, Premier American Portfolio
Defined Asset Funds at December 31, 1997 and the results of
its operations and changes in its net assets for the above-stated
period in conformity with generally accepted accounting principles.
DELIOTTE & TOUCHE LLP
New York, NY
February 25, 1998
D - 1
<PAGE>
EQUITY INCOME FUND, BLUE CHIP SERIES - 4
PREMIER AMERICAN PORTFOLIO
DEFINED ASSET FUNDS
STATEMENT OF CONDITION
AS OF DECEMBER 31, 1997
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $64,555,935) (Note 1)................... $77,731,813
Dividends receivable............................ 74,443
Deferred organizational cost.................... 131,117
Receivable for units created.................... 722,782
____________
Total trust property.................. 78,660,155
Less Liabilities:
Accrued expenses payable........................ $ 37,476
Organizational expense payable.................. 129,737
Advance from trustee............................ 95,811
Payable for securities purchased................ 722,808 985,832
____________ ____________
NET ASSETS, REPRESENTED BY:
59,661,282 units of fractional undivided
interest outstanding (Note 3)................. 77,687,708
Excess income distributions over
net investment income......................... (13,385)
____________
$77,674,323
=============
UNIT VALUE ($77,674,323/59,661,282 units)......... $1.30192
=============
See Notes to Financial Statements.
D - 2
<PAGE>
EQUITY INCOME FUND, BLUE CHIP SERIES - 4
PREMIER AMERICAN PORTFOLIO
DEFINED ASSET FUNDS
STATEMENT OF OPERATIONS
January 9,
to
December 31,
1997
INVESTMENT INCOME:
Dividend income................................. $ 732,672
Trustee's fees and expenses..................... (54,953)
Sponsors' fees ................................. (19,231)
Organizational expense.......................... (43,706)
______________
Net investment income........................... 614,782
______________
REALIZED AND UNREALIZED GAIN ON
INVESTMENTS:
Realized gain on securities sold ............... 58,946
Unrealized appreciation of investments.......... 13,175,878
______________
Net realized and unrealized gain on
investments................................... $13,234,824
______________
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS................................. $13,849,606
==============
See Notes to Financial Statements.
D - 3
<PAGE>
EQUITY INCOME FUND, BLUE CHIP SERIES - 4
PREMIER AMERICAN PORTFOLIO
DEFINED ASSET FUNDS
STATEMENT OF CHANGES IN NET ASSETS
January 9,
to
December 31,
1997
OPERATIONS:
Net investment income........................... $ 614,782
Realized gain on securities sold
or redeemed.................................. 58,946
Unrealized appreciation of investments.......... 13,175,878
_____________
Net increase in net assets resulting
from operations.............................. 13,849,606
_____________
INCOME DISTRIBUTIONS TO HOLDERS (Note 2)......... (711,025)
_____________
CAPITAL SHARE TRANSACTIONS:
Issuance of 59,870,639 additional units
(Note 1)....................................... 64,501,810
Redemptions of 209,357 units (Notes 5)......... (260,013)
Deferred sales charge.......................... (244,355)
_____________
NET CAPITAL SHARE TRANSACTIONS.................... 63,997,442
_____________
NET INCREASE IN NET ASSETS........................ 77,136,023
NET ASSETS AT BEGINNING OF PERIOD................. 538,300
_____________
NET ASSETS AT END OF PERIOD....................... $77,674,323
=============
PER UNIT:
Income distributions during period.............. $.01516
=============
Net asset value at end of period................ $1.30192
=============
TRUST UNITS OUTSTANDING AT END OF PERIOD.......... 59,661,282
=============
See Notes to Financial Statements.
D - 4
<PAGE>
EQUITY INCOME FUND, BLUE CHIP SERIES - 4
PREMIER AMERICAN PORTFOLIO
DEFINED ASSET FUNDS
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<S> <C>
1. SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940 as a Unit
Investment Trust. The following is a summary of significant accounting
policies consistently followed by the Fund in the preparation of its
financial statements. The policies are in conformity with generally
accepted accounting principles.
(a) Securities are stated at value: for securities listed on a national
securities exchange, value is based on the closing sale price on such
exchange and, for securities not so listed, value is based on current
bid price on the over-the-counter market. Realized gains or losses on
sales of securities are determined using the first-in, first-out cost
method. See "How to Sell Units - Trustee's Redemption of Units" in
this Registration Prospectus, Part B.
(b) The Fund is not subject to income taxes. Accordingly, no provision for
such taxes is required.
(c) Dividend income is recorded on the ex-dividend dates.
2. DISTRIBUTIONS
A distribution of net investment income is made to Holders on the
twenty-fifth day of each month. Receipts other than dividends, after
deductions for redemptions and applicable expenses, are distributed
as explained in "Income, Distributions and Reinvestment - Distribtuions"
in this Prospectus, Part B.
3. NET CAPITAL
Cost of 59,661,282 units at Dates of Deposit................. $64,789,490
Less sales charge including deferred sales charge........... 259,576
____________
64,529,914
Redemptions of units - net cost of 209,357 units
redeemed less redemption amounts.......................... (33,324)
Realized gain on securities sold or redeemed................ 58,946
Net unrealized appreciation of investments.................. 13,175,878
Organizational expense...................................... (43,706)
______________
Net capital applicable to Holders........................... $77,687,708
==============
</TABLE>
D - 5
<PAGE>
EQUITY INCOME FUND, BLUE CHIP SERIES - 4
PREMIER AMERICAN PORTFOLIO
DEFINED ASSET FUNDS
NOTES TO FINANCIAL STATEMENTS
INCOME TAXES
<TABLE>
<S> <C>
4. As of December 31, 1997, net unrealized appreciation of investments, based
on cost for Federal income tax purposes, aggregated $13,175,878, of which
$489,458 related to depreciated securities and $13,685,336 related to
appreciated securities. The aggregate cost of investment securities for
Federal income tax purposes was $64,555,935 at December 31, 1997.
5. REDEMPTIONS
Holders may request redemptions of units by presentation thereof to the
Trustee, The Bank of New York.
6. REINVESTMENT PLAN
Holders may participate in the Fund's Reinvestment Plan, subject to its
terms, by filing an appropriate notice of election. See "Income,
Distributions and Reinvestment - Reinvestment" in this Prospectus, Part B.
</TABLE>
D - 6
<PAGE>
EQUITY INCOME FUND, BLUE CHIP SERIES - 4
PREMIER AMERICAN PORTFOLIO
DEFINED ASSET FUNDS
<TABLE>
<CAPTION>
PORTFOLIO
AS OF DECEMBER 31, 1997
Number
of
Shares Current
Port- of Percentage Annual
folio Common of Value Dividend
No. Description of Security Stock of Fund(3) Per Share(2) Cost(1) Value(1)
- ----- ----------------------- ------ ---------- ------------ ------- --------
<S> <C> <C> <C> <C> <C>
1 American International Group, Inc. (4) 16,200 2.27% $ .30 $ 1,395,926 $ 1,761,750
2 Anadarko Petroleum Corporation 21,600 1.69 .30 1,355,368 1,310,850
3 Armstrong World Industries, Inc. 21,600 2.08 1.76 1,497,018 1,614,600
4 Berkshire Hathaway, Inc. 5,400 10.69 0.00 7,016,076 8,310,600
5 Boeing Company (6) 86,400 5.44 .56 4,612,120 4,228,200
6 Bristol-Myers Squibb Company (6) 21,600 2.63 1.56 1,483,158 2,043,900
7 Campbell Soup Company (6) 21,600 1.61 .84 988,930 1,255,500
8 Clorox Company (6) 21,600 2.20 1.28 1,308,363 1,707,750
9 Colgate-Palmolive Company (6) 21,600 2.04 1.10 1,205,853 1,587,600
10 CPC International, Inc. 10,800 1.50 1.80 913,590 1,163,700
11 Eli Lilly & Company (6) 43,200 3.87 .80 2,014,208 3,007,800
12 Emerson Electric Company (6) 43,200 3.14 1.18 2,243,125 2,438,100
13 Exxon Corporation (6) 64,800 5.10 1.64 3,581,220 3,964,950
14 First Union Corporation (6) 21,600 1.42 1.28 947,656 1,107,000
15 General Electric Company (6) 43,200 4.08 1.20 2,470,265 3,169,800
16 General Re Corporation 10,800 2.95 2.20 1,857,203 2,289,600
17 Grainger (W.W.), Inc. 10,800 1.35 1.08 874,634 1,049,625
18 Household International, Inc. 41,000 6.73 1.68 4,129,264 5,230,063
19 Illinois Tool Works, Inc. (6) 21,600 1.67 .48 975,070 1,298,700
20 Johnson Controls, Inc. (6) 21,600 1.33 .92 920,705 1,031,400
21 Kimberly-Clark Corporation (6) 21,600 1.37 .96 1,096,268 1,065,150
22 Lockheed Martin Corporation 10,800 1.37 1.60 995,490 1,063,800
23 Marsh & McLennan Companies, Inc. (6) 21,600 2.07 2.00 1,332,478 1,610,550
24 Medtronic, Inc. (6) 64,800 4.35 .22 2,375,380 3,389,850
25 Merck & Company, Inc. 10,800 1.48 1.80 998,584 1,147,500
26 Mobil Corporation (6) 43,200 4.01 2.12 2,897,325 3,118,500
27 NationsBank Corporation (6) 21,600 1.69 1.52 1,279,500 1,313,550
28 Pfizer, Inc. (6) 21,600 2.07 1.04 1,070,178 1,610,550
</TABLE>
D - 7
<PAGE>
EQUITY INCOME FUND, BLUE CHIP SERIES - 4
PREMIER AMERICAN PORTFOLIO
DEFINED ASSET FUNDS
<TABLE>
<CAPTION>
PORTFOLIO
AS OF DECEMBER 31, 1997
Number
of
Shares Current
Port- of Percentage Annual
folio Common of Value Dividend
No. Description of Security Stock of Fund(3) Per Share(2) Cost(1) Value(1)
- ----- ----------------------- ------ ---------- ------------ ------- --------
<S> <C> <C> <C> <C> <C>
29 Pioneer Hi-Bred International, Inc. 10,800 1.49% $1.04 $ 774,871 $ 1,158,300
30 Procter & Gamble Company (6) 21,600 2.22 1.01 1,367,820 1,723,950
31 Star Banc Corporation (5) 32,400 2.39 .80 1,309,469 1,858,950
32 Textron, Inc. (6) 21,600 1.74 1.00 1,174,915 1,350,000
33 Tribune Company (6) 21,600 1.73 .64 930,058 1,344,600
34 United Technologies Corporation 10,800 1.01 1.24 816,278 786,375
35 Walt Disney Company 43,200 5.50 .53 3,305,410 4,279,500
36 Warner-Lambert Company 10,800 1.72 1.52 1,042,159 1,339,200
_______ ______________ ____________
Total 100.00% $64,555,935 $77,731,813
======= ============== ============
</TABLE>
Notes
(1) See Notes to Financial Statements.
(2) Based on latest quarterly or semi-annually ordinary dividend declared
(3) Based on value
(4) Received 3 for 2 stock split
(5) Received 3 for 1 stock split
(6) Received 2 for 1 stock split
D - 8
<PAGE>
DEFINED ASSET FUNDSSM
PROSPECTUS--PART B
EQUITY INCOME FUND
BLUE CHIP STOCK SERIES 4
PREMIER AMERICAN PORTFOLIO
FURTHER INFORMATION REGARDING THE FUND MAY BE OBTAINED
WITHIN FIVE DAYS BY WRITING OR CALLING THE TRUSTEE AT THE ADDRESS AND
TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THIS PROSPECTUS.
INDEX
PAGE
----
FUND DESCRIPTION........................... 1
RISK FACTORS............................... 2
HOW TO BUY UNITS........................... 3
HOW TO REDEEM OR SELL UNITS................ 4
INCOME, DISTRIBUTIONS AND REINVESTMENT..... 5
FUND EXPENSES.............................. 6
TAXES...................................... 6
RECORDS AND REPORTS........................ 8
TRUST INDENTURE............................ 8
MISCELLANEOUS.............................. 9
SUPPLEMENTAL INFORMATION................... 10
FUND DESCRIPTION
PORTFOLIO SELECTION
Professional buyers and research analysts for Defined Asset Funds, with
access to extensive research, selected the Securities for the Portfolio after
considering the Fund's investment objective as well as the quality of the common
stocks, the earning and dividend payment records of the issuers, the
capitalization of the issuers and the prices of the common stocks. Advertising
and sales literature may contain brief descriptions of the businesses of each of
the companies in the Portfolio and Defined Asset Funds research analysis of why
they were selected.
The deposit of the Securities in the Portfolio on the initial date of
deposit established a proportionate relationship among the number of shares of
each Security. 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. The ability to acquire each
Security at the same time will generally depend upon the Security's 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 investments and a reduction in their anticipated income because of price
fluctuations in the Securities between the time of the cash deposit and the
actual purchase of the additional Securities and because the associated
brokerage fees will be an expense of the Fund. To minimize these effects, the
Fund 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 Portfolio will change somewhat over
time, as Securities are purchased upon creation of additional Units, as
securities are sold to meet Unit redemptions or in other limited circumstances.
1
<PAGE>
PORTFOLIO SUPERVISION
The Fund 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. In the event a public tender offer is made for a Security or a
merger or acquisition is announced affecting a Security, the Sponsors may
instruct the Trustee to tender or sell the Security in the open market when in
its opinion it is in the best interests of investors to do so. Although the
Portfolio is not actively managed, it is regularly reviewed and evaluated and
Securities can be sold in case of certain adverse developments concerning a
Security including the adverse financial condition of the issuer, the
institution of legal proceedings against the issuer, a decline in the price or
the occurrence of other market or credit factors that might otherwise make
retention of the Security detrimental to the interest of investors or if the
disposition of these Securities is necessary in order to enable the Fund to make
distributions of the Fund's capital gain net income or desirable in order to
maintain the qualification of the Fund as a regulated investment company under
the Internal Revenue Code. Securities can also be sold to meet redemption of
Units. The Sponsors are also authorized to direct the reinvestment of the
proceeds of the sale of Securities, as well as moneys held to cover the purchase
of Securities pursuant to contracts which have failed, in Replacement Securities
which satisfy certain conditions specified in the Indenture.
RISK FACTORS
An investment in the Fund entails certain risks, including the risk that
the value of your investment will decline if the financial condition of the
issuers of the Securities becomes impaired or if the general condition of the
stock market worsens. The rights of holders of common stocks to receive payments
from the issuer are generally inferior to the rights of creditors of, or holders
of debt obligations or preferred stocks issued by, the issuer. Moreover, because
common stocks do not represent an obligation of the issuer they do not offer any
assurance of income or provide the degree of protection of capital provided by
debt securities. Common stocks in general are 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.
LIQUIDITY
Whether or not the Securities are listed on a national securities exchange,
the principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the Securities
may depend on whether dealers will make a market in the Securities. There can be
no assurance that a market will be made for any of the Securities, that any
market for the Securities will be maintained or of the liquidity of the
Securities in any markets made. In addition, the Fund may be restricted under
the Investment Company Act of 1940 from selling Securities to the Sponsors. The
price at which the Securities may be sold to meet redemptions and the value of
the Fund will be adversely affected if trading markets for the Securities are
limited or absent.
LITIGATION AND LEGISLATION
The Sponsors do not know of any pending litigation 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 Securities in the
Fund. 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 Securities in the Portfolio or the issuers of the Securities. Changing
approaches to regulation may have a negative impact on certain companies
represented in the Portfolio. There can be no assurance that future litigation,
legislation, regulation or deregulation will not have a material adverse effect
on the Portfolio or will not impair the ability of the issuers of the Securities
to achieve their business goals. From time to time Congress considers proposals
to reduce the rate of the dividends-received deduction. This type of
legislation, if enacted into law, would adversely affect the after-tax return to
investors who can take advantage of the deduction. See Taxes.
LIFE OF THE FUND; FUND TERMINATION
The size and composition of the Portfolio will be affected by the level of
redemptions of Units that may occur from time to time. Principally, this will
depend upon the number of investors seeking to sell or redeem their Units. The
Portfolio will be terminated no later than the mandatory termination date
specified in Part A of the Prospectus. It
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<PAGE>
will terminate earlier upon the disposition of the last Security or upon the
consent of investors holding 51% of the Units. The Portfolio 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 Portfolio early will be based on factors such as the size of
the Portfolio relative to its original size, the ratio of Portfolio expenses to
income, and the cost of maintaining a current prospectus.
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 seek to dispose of any Securities remaining in the Portfolio
although any Security unable to be sold at a reasonable price may continue to be
held by the Trustee in a liquidating trust pending its final disposition. 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, Underwriters and other
broker-dealers at the Public Offering Price. The Public Offering Price varies
each Business Day with changes in the value of the Portfolio and other assets
and liabilities of the Fund.
PUBLIC OFFERING PRICE
Units are charged a combination of Initial and Deferred Sales Charges
equal, in the aggregate, to a maximum charge of 5.35% of the public offering
price or 5.501% of the net asset value of the Fund over its expected four-year
life. The initial portion of the sales charge is equal to 2.75% of the Public
Offering Price (2.828%) of the net amount invested in the Securities) and the
deferred portion of the sales charge is $1.625 per 1,000 Units ($6.50 per year)
payable by the Fund on behalf of the investors out of net asset value of the
Fund quarterly until the Fund terminates. If an investor sells or redeems Units
before a quarterly payment date, all future deductions of deferred sales charges
with respect to that investor will be waived; this will have the effect of
reducing the rate of sales charge as to that investor.
The initial portion of the sales charge is reduced on a graduated scale for
sales to any purchaser of at least $250,000 of Units and will be applied on
whichever basis is more favorable to the purchaser. To qualify for the reduced
initial sales charge and concession applicable to quantity purchasers, the
dealer must confirm that the sale is to a single purchaser as defined below or
is purchased for its own account and not for distribution. The initial portion
of the sales charge will be reduced as follows:
<TABLE>
<CAPTION>
SALES CHARGE
(GROSS UNDERWRITING PROFIT)
--------------------------------
AS PERCENT OF AS PERCENT OF MAXIMUM DEALER CONCESSION CONCESSION TO
PUBLIC OFFERING NET AMOUNT DOLLAR AMOUNT DEFERRED AS PERCENT OF INTRODUCING
AMOUNT PURCHASED PRICE INVESTED PER 1,000 UNITS PUBLIC OFFERING PRICE DEALERS
- ---------------------------------- ----------------- ------------- ---------------------- --------------------- -------------
<S> <C> <C> <C> <C> <C>
Less than $250,000................ 2.75% 2.828% $ 26.00 1.788% $ 19.80
$250,000 - $499,999............... 2.25 2.302 26.00 1.463 16.20
$500,000 - $749,999............... 1.75 1.781 26.00 1.138 12.60
$750,000 - $999,999............... 1.25 1.266 26.00 0.813 9.00
$1,000,000 and more............... 1.00 1.010 26.00 0.650 7.20
</TABLE>
The above graduated sales charges will apply on all purchases on any one
day by the same purchaser of Units in this Fund only in the amounts stated. For
this purpose purchases during the primary offering period will not be aggregated
with concurrent purchases of any other unit trusts sponsored by the Sponsors.
Purchases in the secondary market of one or more Series sponsored by the
Sponsors which have the same rates of sales charge will be aggregated. Units
held in the name of the spouse of the purchaser or in the name of a child of the
purchaser under 21 years of age are deemed to be registered in the name of the
purchaser. The graduated sales charges are also applicable to a trustee or other
fiduciary purchasing securities for a single trust estate or single fiduciary
account.
Employees of certain Sponsors and Sponsor affiliates and non-employee
directors of Merrill Lynch & Co. Inc. may purchase Units at a reduced initial
sales charge of not less than $5.00 per 1,000 Units.
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<PAGE>
EVALUATIONS
Evaluations are determined by the Trustee on each Business Day. This
excludes Saturdays, Sundays and the following holidays as observed by the New
York Stock Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas. If the Securities are listed on a national securities exchange or the
NASDAQ national market system, evaluations are generally based on closing sales
prices on that exchange or that system (unless the Trustee deems these prices
inappropriate) or, if closing sales prices are not available, at the mean
between the closing bid and offer prices. If the Securities are not listed or if
listed but the principal market is elsewhere, the evaluation is generally
determined based on sales prices of the Securities on the over-the-counter
market or, if sales prices in that market are not available, on the basis of the
mean between current bid and offer prices for the Securities or for comparable
securities or by appraisal or by any combination of these methods. Neither the
Sponsors nor the Trustee guarantee the enforceability, marketability or price of
any Securities.
CERTIFICATES
Certificates for Units are issued upon request and may be transferred by
paying any taxes or governmental charges and by complying with the requirements
for redeeming Certificates (see How To Sell Units--Trustee's Redemption of
Units). Certain Sponsors collect additional charges for registering and shipping
Certificates to purchasers. Lost or mutilated Certificates can be replaced upon
delivery of satisfactory indemnity and payment of costs.
HOW TO REDEEM OR SELL UNITS
You can redeem your Units at any time for net asset value. 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.
REDEEMING UNITS
You can always redeem your Units directly with the Trustee for net asset
value. This can be done by sending the Trustee a redemption request together
with any Unit certificates you hold, which must be properly endorsed or
accompanied by a written transfer instrument with signatures guaranteed by an
eligible institution. 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 Trustee's receipt of your request (and any
necessary documents), a check will be mailed to you in an amount equal to the
net asset value of your Units. Because of the sales charge, market movements or
changes in the 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, declared but
unpaid dividends on the Securities, cash and the value of any other Fund assets;
deducting unpaid taxes or other governmental charges, accrued but unpaid Fund
expenses and any remaining Deferred Sales Charges, unreimbursed Trustee
advances, cash held to redeem Units or for distribution to investors and the
value of any other Fund liabilities; and dividing the result by the number of
outstanding Units. After the initial offering period, the repurchase and cash
redemption prices will be reduced to reflect the cost to the Fund of liquidating
Securities to meet the redemption.
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.
If cash is not available in the Fund's Income and Capital Accounts to pay
redemptions, 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 Fund. 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 Fund. If
Securities are being sold during a time when additional Units are being created
by the purchase of additional Securities (as described under Portfolio
Selection), Securities will be sold in a manner designed to maintain, to the
extent practicable, the proportionate relationship among the number of shares of
each Security in the Portfolio.
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<PAGE>
Any investor owning Units representing Securities with a value of at least
$500,000 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, whole shares of each Security together
with cash from the Capital Account equal to any fractional shares to which the
investor would be entitled (less any Deferred Sales Charge payable) will be paid
over to a distribution agent and either held for the account of the investor or
disposed of in accordance with 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 is subject to
all applicable legal restrictions and 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 without any other fee or charge as long as they are maintaining a
secondary market for Units. Because of the sales charge, market movements or
changes in the 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.
INCOME, DISTRIBUTIONS AND REINVESTMENT
INCOME AND DISTRIBUTIONS
The net annual income per Unit will depend primarily upon the amount of
dividends declared and paid by the issuers of the Securities and changes in the
expenses of the Fund and, to a lesser degree, upon the level of purchases of
additional Securities and sales of Securities. There is no assurance that
dividends on the Securities will continue at their current levels or be declared
or paid.
Each Unit receives an equal share of quarterly distributions of dividend
income. Because dividends on the Securities are not received at a constant rate
throughout the year, any income distribution may be more or less than the amount
then credited to the Income Account. Dividends payable to the Fund are credited
to an Income Account, as of the date on which the Fund is entitled to receive
the dividends, and other receipts are credited to a Capital Account. A Reserve
Account may be created by withdrawing from the Income and Capital Accounts
amounts considered appropriate by the Trustee to reserve for any material amount
that may be payable out of the Fund. Funds held by the Trustee in the various
accounts do not bear interest. Subject to the Reinvestment Plan, the Quarterly
Income Distribution for each investor shall consist of an amount, computed
monthly by the Trustee, substantially equal to one-quarter of the investor's pro
rata share of the estimated annual income to the Income Account, after deducting
estimated expenses. There is no assurance that actual distributions will be made
since all dividends received may be used to pay expenses.
An amount equal to any capital gain net income (i.e. the excess of capital
gains over capital losses recognized by the Fund in any taxable year) will be
distributed shortly after the end of the year. In order to meet certain tax
requirements the Fund may make a special distribution of income, including
capital gains, to holders of record as of a date in December. Proceeds received
from the disposition of any of the Securities which are not used to make the
distribution of capital gain net income, for redemption of Units or reinvested
in additional Securities will be held in the Capital Account to be distributed
on the next succeeding distribution day.
REINVESTMENT
Income and principal distributions on Units may be reinvested by
participating in the Fund's reinvestment plan. Under the plan, the Units
acquired for investors will be either Units already held in inventory by the
Sponsors or new
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<PAGE>
Units created by the Sponsors' deposit of additional Securities, contracts to
purchase additional Securities or cash (or a bank letter of credit in lieu of
cash) with instructions to purchase additional Securities. Purchases made
pursuant to the Reinvestment Plan will be made without initial sales charge at
the net asset value for Units of the Fund (but will be subject to subsequently
deducted deferred sales charges). Under the Reinvestment Plan, the Fund will pay
the distributions to the Trustee which in turn will purchase for the investor
full and fractional Units of the Fund at the price determined as of the close of
business on the distribution day and will add the Units to the investor's
account and send the investor an account statement reflecting the reinvestment.
The Sponsors reserve the right to amend, modify or terminate the reinvestment
plan at any time without prior notice. Investors holding Units in 'street name'
should contact their broker, dealer or financial institution if they wish to
participate in the reinvestment plan.
FUND EXPENSES
Estimated annual Fund expenses are listed in Part A of the Prospectus; if
actual expenses exceed the estimate, the excess will be borne by the Fund. The
estimated expenses do not include any brokerage commissions payable by the
Portfolio in buying and selling Securities. The Trustee's fees shown in Part A
of this Prospectus assume that the Portfolios will reach a size estimated by the
Sponsors and are based on a sliding fee scale that reduces the per 1,000 units
Trustee's fee as the size of a Portfolio increases. The Trustee's annual fee is
payable in monthly installments. The Trustee also benefits when it holds cash
for the Fund 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
Fund and other legal fees and expenses, Fund termination expenses and any
governmental charges. The Trustee has a lien on Fund 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 Fund. While the fee may exceed their costs of
providing these services to the Fund, 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 and
Sponsors' fees may be adjusted for inflation without investors' approval.
Expenses incurred in establishing the Fund, including the cost of the
initial preparation of documents relating to the Fund, 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 Fund and amortized over
the life of the Fund. Advertising and selling expenses will be paid from the
Underwriting Account at no charge to the Fund. 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
TAXATION OF THE FUND
The Fund intends to qualify for and elect the special tax treatment
applicable to 'regulated investment companies' under Section 851-855 of the
Internal Revenue Code of 1986, as amended (the 'Code'). Qualification and
election as a 'regulated investment company' involve no supervision of
investment policy or management by any government agency. If the Fund qualifies
as a 'regulated investment company' and distributes to investors 90% or more of
its taxable income without regard to its net capital gain (i.e., the excess of
its net long-term capital gain over its net short-term capital loss), it will
not be subject to Federal income tax on any portion of its taxable income
(including any net capital gain) distributed to investors in a timely manner. In
addition, the Fund will not be subject to the 4% excise tax on certain
undistributed income of 'regulated investment companies' to the extent it
distributes to investors in a timely manner at least 98% of its taxable income
(including any net capital gain). It is anticipated that the Fund will not be
subject to Federal income tax or the excise tax because the Indenture requires
the distribution of the Fund's taxable income (including any net capital gain)
in a timely manner. Although all or a portion of the Fund's taxable income
(including any net capital gain) for a taxable year may be distributed shortly
after the end of the calendar year, such a distribution will be treated for
Federal income tax purposes as having been received by investors during the
calendar year.
6
<PAGE>
DISTRIBUTIONS
It is anticipated that substantially all of the distributions of the Fund's
dividend income and net short-term capital gain will be taxable as ordinary
income to investors. Distribution of the Fund's net capital gain (designated as
capital gain dividends by the Fund) will be taxable to investors as long-term
capital gain, regardless of the length of time the Units have been held by an
investor. An investor will recognize a taxable gain or loss if the investor
sells or redeems his Units. Any gain or loss arising from (or treated as arising
from) the sale or redemption of Units will be a capital gain or loss, except in
the case of a dealer in securities. 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 recognized by
an investor on the sale of a Unit will be long-term if the investor's holding
period for the Unit is more than one year and short-term if the investor's
holding period for the Unit is one year or less. However, any capital loss on
the sale or redemption of a Unit that an investor has held for six months or
less will be a long-term capital loss to the extent of any capital gain
dividends previously distributed to the investor by the Fund. The deduction of
capital losses is subject to limitations.
A distribution of Securities to an investor upon redemption of his Units
will be a taxable event to such investor, and that investor will recognize
taxable gain or loss equal to the difference between such investor's tax basis
in his Units and the fair market value of Securities received in redemption. Any
such gain or loss will be capital gain or loss upon such distribution, except in
the case of a dealer in securities. Investors should consult their own tax
advisers in this regard.
Distributions that are taxable as ordinary income to investors will
constitute dividends for Federal income tax purposes. To the extent that
distributions are appropriately designated by the Fund and are attributable to
dividends received by the Fund from domestic issuers with respect to Securities
for which the Fund satisfies the requirements for the dividends-received
deduction, such distributions will be eligible for the dividends-received
deduction that is generally available to corporations, subject to various
limitations. The dividends-received deduction generally is currently 70%.
However, Congress from time to time considers proposals that would adversely
affect the after-tax return to investors who can take advantage of the
deduction. Investors are urged to consult their own tax advisers.
Investors will be taxed in the manner described above regardless of whether
distributions from the Fund are actually received by the investor or are
reinvested pursuant to the Reinvestment Plan. The Federal tax status of each
year's distributions will be reported to investors and to the Internal Revenue
Service.
The foregoing discussion relates only to the Federal income tax status of
the Fund and to the tax treatment of distributions by the Fund to U.S.
investors. Investors that are not United States citizens or residents should be
aware that distributions from the Fund (other than distributions designated as
capital gain dividends) will generally be subject to a withholding tax of 30%,
or a lower treaty rate, and should consult their own tax advisers to determine
whether investment in the Fund is appropriate. Distributions may also be subject
to state and local taxation and investors should consult their own tax advisers
in this regard.
RETIREMENT PLANS
This Series of Equity Income Fund 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 Sponsor of this Fund, and other
financial institutions. Fees and charges with respect to such plans may vary.
Retirement Plans for the Self-Employed--Keogh Plans. Units of the Fund 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).
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<PAGE>
Individual Retirement Account--IRA. Any individual can make use of a
qualified IRA arrangement for the purchase of Units of the Fund. 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 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 of the Fund.
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 Fund,
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.
With each distribution, the Trustee includes a statement of the amounts of
income and any other receipts being distributed. Following the termination of
the Fund, the Trustee sends each investor of record a statement summarizing
transactions in the Fund's accounts including amounts distributed from them,
identifying Securities sold and purchased and listing Securities held and the
number of Units outstanding at termination and stating the Redemption Price per
1,000 Units at termination, and the fees and expenses paid by the Fund, among
other matters. Fund accounts may be 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 Fund is a 'unit investment trust' created under New York law by a Trust
Indenture among the Sponsors and the Trustee. 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 Fund
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 resignation or removal 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 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 Fund 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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<PAGE>
The Sponsors and the Trustee 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 limitingthe 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 Financial Statements in 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 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.; Prudential Securities Incorporated, an
indirect wholly-owned subsidiary of the Prudential Insurance Company of America,
PaineWebber Incorporated, a wholly-owned subsidiary of PaineWebber Group Inc.
and Dean Witter Reynolds, Inc., a principal operating subsidiary of Morgan
Stanley, 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 Fund and to provide guidance to these
persons regarding standards of conduct consistent with the Agent's
responsibilities to the 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.
9
<PAGE>
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 Fund (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 the 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
Information on the performance of the Fund for various periods, on the
basis of changes in Unit price plus the amount of dividends and capital gains
reinvested, may be included from time to time in advertisements, sales
literature, reports and other information furnished to current or prospective
investors. Total return figures are not averaged, and may not reflect deduction
of the sales charge, which would decrease the return. Average annualized return
figures reflect deduction of the maximum sales charge. No provision is made for
any income taxes payable.
Past performance of any series may not be indicative of results of future
series. Fund performance may be compared to the performance of the DJIA, the S&P
500 Composite Price Stock Index, the S&P MidCap 400 Index, or performance data
from publications such as Lipper Analytical Services, Inc., Morningstar
Publications, Inc., Money Magazine, The New York Times, U.S. News and World
Report, Barron's, Business Week, CDA Investment Technology, Inc., Forbes
Magazine or Fortune Magazine. Performance of the Stocks may be compared in sales
literature to performance of the S&P 500 Stock Price Composite Index, to which
may be added by year various national and international political and economic
events, and certain milestones in price and market indicators and in offerings
of Defined Asset Funds. This performance may also be compared for various
periods with an investment in short-term U.S. Treasury securities; however, the
investor should bear in mind that Treasury securities are fixed income
obligations, having the highest credit characterisitics, while the Stocks
involve greater risk because they have no maturities, and income thereon is
subject to the financial condition of, and declaration by, the issuers. Sales
literature may also describe certain historic milestones of the
telecommunications industry.
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 attractive, regular current income consistent with the
preservation of principal. Unit investment trusts are particularly suited for
the many investors who prefer to seek long-term profits by purchasing sound
investments and holding them, 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.
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. Long-term
corporate bonds offer relatively high rates of interest income. By purchasing
both defined equity and defined bond funds, investors can receive attractive
current income, as well as growth potential, offering some protection against
inflation. From time to time various advertisements, sales literature, reports
and other information furnished to current or prospective investors may present
the average annual compounded rate of return of selected asset classes over
various periods of time, compared to the rate of inflation over the same
periods.
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 Fund, 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 Fund.
10
<PAGE>
Defined
Asset FundsSM
SPONSORS: EQUITY INVESTOR FUND
Merrill Lynch, BLUE CHIP STOCK SERIES 4
Pierce, Fenner & Smith IncorporatedPREMIER AMERICAN PORTFOLIO
Defined Asset Funds
P.O. Box 9051
Princeton, NJ 08543-9051 This Prospectus does not contain all of the
(609) 282-8500 information with respect to the investment
Smith Barney Inc. company set forth in its registration
Unit Trust Department statement and exhibits relating thereto which
388 Greenwich Street--23rd Floor have been filed with the Securities and
New York, NY 10013 Exchange Commission, Washington, D.C. under
(212) 816-4000 the Securities Act of 1933 and the Investment
PaineWebber Incorporated Company Act of 1940, and to which reference
1200 Harbor Boulevard is hereby made. Copies of filed material can
Weehawken, NJ 07087 be obtained from the Public Reference Section
(201) 902-3000 of the Commission, 450 Fifth Street, N.W.,
Prudential Securities Incorporated Washington, D.C. 20549 at prescribed rates.
One New York Plaza The Commission also maintains a Web site that
New York, NY 10292 contains information statements and other
(212) 778-6164 information regarding registrants such as
Dean Witter Reynolds Inc. Defined Asset Funds that file electronically
Two World Trade Center--59th Floor with the Commission at http://www.sec.gov.
New York, NY 10048 ------------------------------
(212) 392-2222 No person is authorized to give any
TRUSTEE: information or to make any representations
The Bank of New York with respect to this investment company not
Unit Investment Trust Department contained in its registration statement and
P.O. Box 974 exhibits relating thereto; and any
Wall Street Division information or representation not contained
New York, NY 10268-0974 therein must not be relied upon as having
1-800-221-7771 been authorized.
------------------------------
When Units of this Fund are no longer
available this Prospectus may be used as a
preliminary prospectus for a future series,
in which case investors should note the
following:
Information contained herein is subject to
amendment. A registration statement relating
to securities of a future series has been
filed with the Securities and Exchange
Commission. These securities may not be sold
nor may offers to buy be accepted prior to
the time the registration statement becomes
effective.
This Prospectus shall not constitute an offer
to sell or the solicitation of an offer to
buy nor shall there be any sale of these
securities in any State in which such offer
solicitation or sale would be unlawful prior
to registration or qualification under the
securities laws of any such State.
11509--3/98
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment to the Registration Statement on Form S-6
comprises the following papers and documents:
The facing sheet of Form S-6.
The cross-reference sheet (incorporated by reference to the Cross-Reference
Sheet 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 INCOME FUND BLUE CHIP STOCK SERIES 4
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
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 4TH DAY OF
MARCH, 1998.
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
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
JAMES DIMON
DERYCK C. MAUGHAN
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 of PaineWebber Number: 33-55073
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
EXHIBIT 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of Equity Income Fund,
Blue Chip Stock Series 4, Premier American Portfolio, Defined Asset Funds:
We consent to the use in this Post-Effective Amendment No. 1 Registration
Statement No. 333-06203 of our opinion dated February 25, 1998, relating to the
Statement of Condition of Equity Income Fund, Blue Chip Stock Series 4, Premier
American Portfolio, Defined Asset Funds and to the reference to us under the
heading 'Miscellaneous--Auditors' in the Prospectus which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
New York, N.Y.
March 4, 1998
<TABLE> <S> <C>
<ARTICLE> 6
<MULTIPLIER>1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 64,555,935
<INVESTMENTS-AT-VALUE> 77,731,813
<RECEIVABLES> 928,342
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 78,660,155
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 985,832
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 64,511,830
<SHARES-COMMON-STOCK> 59,661,282
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (13,385)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 13,175,878
<NET-ASSETS> 77,674,323
<DIVIDEND-INCOME> 732,672
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> (117,890)
<NET-INVESTMENT-INCOME> 614,782
<REALIZED-GAINS-CURRENT> 58,946
<APPREC-INCREASE-CURRENT> 13,175,878
<NET-CHANGE-FROM-OPS> 13,849,606
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (711,025)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 209,357
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 77,136,023
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
March 4, 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-BLUE CHIP STOCK SERIES 4 1017051 333-0620 811-3044
DEFINED ASSET FUNDS-CIF ITS-28 791016 33-37445 811-2295
DEFINED ASSET FUNDS-MITF IS-186 803863 33-49159 811-1777
DEFINED ASSET FUNDS- IS-229 DAF 804050 33-63533 811-1777
DEFINED ASSET FUNDS-MITF MSS 8E 868136 33-38261 811-1777
DEFINED ASSET FUNDS-MITF MSS 9R 868189 33-44310 811-1777
DEFINED ASSET FUNDS-MITF MSS-23 892848 33-49233 811-1777
DEFINED ASSET FUNDS-MPS-316 DAF 893496 33-50347 811-2295
DEFINED ASSET FUNDS-CIF MPS-400 893504 333-1303 811-2295
DEFINED ASSET FUNDS- MSS 53 DAF 909999 33-51051 811-1777
DEFINED ASSET FUNDS- ITS 223 DAF 910369 33-51425 881-1777
DEFINED ASSET FUNDS-ITS-56 DAF 914812 33-63437 811-2295
DEFINED ASSET FUNDS- MSS-78 DAF 924251 33-56365 811-1777
DEFINED ASSET FUNDS- MPS-602 DAF 924322 333-1249 811-1777
DEFINED ASSET FUNDS- ITS-245 DAF 924335 33-56549 811-1777
DEFINED ASSET FUNDS- MSS-302 947084 333-1196 811-1777
DEFINED ASSET FUNDS- MSS-304 947087 333-1343 811-1777
TOTAL: 17 FUNDS
</TABLE>
