<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 1997
REGISTRATION NO. 333-19653
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------
AMENDMENT NO. 1
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
TAX-DEFERRED TRUST
SELECT TEN SERIES
(FORMERLY CONCEPT SERIES 27)
DEFINED ASSET FUNDS
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE, SMITH BARNEY INC. DEAN WITTER REYNOLDS INC.
FENNER & 388 GREENWICH STREET TWO WORLD TRADE
SMITH INCORPORATED 23RD FLOOR CENTER--59TH FLOOR
DEFINED ASSET FUNDS NEW YORK, NY 10013 NEW YORK, NY 10048
P.O. BOX 9051
PRINCETON, NJ 08543-9051
PRUDENTIAL SECURITIES PAINEWEBBER INCORPORATED
INCORPORATED 1285 AVENUE OF THE
ONE NEW YORK PLAZA AMERICAS
NEW YORK, NY 10292 NEW YORK, NY 10019
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ. LAURIE A. HESSLEIN LEE B. SPENCER, JR.
P.O. BOX 9051 388 GREENWICH STREET ONE NEW YORK PLAZA
PRINCETON, NJ 08543-9051 NEW YORK, NY 10013 NEW YORK, NY 10292
COPIES TO:
ROBERT E. HOLLEY DOUGLAS LOWE, ESQ. PIERRE DE SAINT PHALLE,
1285 AVENUE OF THE 130 LIBERTY STREET--29TH ESQ.
AMERICAS FLOOR 450 LEXINGTON AVENUE
NEW YORK, NY 10019 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: $500 (as required by Rule 24f-2)
H. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of the registration statement.
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 objective of this Defined Fund is capital
TAX-DEFERRED TRUST SELECT TEN appreciation through an investment in a portfolio
SERIES consisting of five-year forward contracts which
(A UNIT INVESTMENT will give investors a tax-efficient equity
TRUST) participation in the ten common stocks in the Dow
- ------------------------------Jones Industrial Average (DJIA) having the highest
/ / DESIGNED FOR CAPITAL dividend yields business days prior to the date of
APPRECIATION OVER A FIVEthis prospectus. The common stocks underlying the
YEAR PERIOD forward contracts will change annually to
/ / DEFINED PORTFOLIO ANNUALLYrepresent the ten common stocks having at that
REPLICATING THE 10 time the highest dividend yields in the DJIA. The
HIGHEST DIVIDEND common stocks deliverable upon settlement of the
YIELDING DOW STOCKS forward contracts after the fifth year will be
/ / TAX-EFFICIENT INVESTMENT retained in the Trust for approximately one
additional year after which the Trust will
terminate.
The value of units will fluctuate with the value
of the contracts 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
wrap-fee 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 Tax-Deferred Strategy
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This Trust seeks to give investors a five year, tax efficient equity
participation in the Select Ten Strategy. The Select Ten Strategy invests in
approximately equal amounts of the ten highest dividend-yielding common stocks
(Strategy 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 Strategy Stocks for the next year.
The Contracts held by the Trust will provide the economic equivalent of a direct
investment in the Strategy Stocks for a period of five years, including any
capital appreciation or depreciation and the reinvestment of dividends on the
Strategy Stocks, but less fees and expenses of the Contract issuers. Counsel to
the Trust is of the opinion, although the issue is not free from doubt, that
investors will not be required to include any amounts in income in respect of
the Trust during its first five years. It is possible, however, that the
Internal Revenue Service would seek to recharacterize the Contracts as
income-producing assets.
The Contracts will adjust for changes in the Strategy Stocks on April , 1998,
1999, 2000 and 2001. On April , 2002, immediately prior to settlement of the
Contracts, the portfolio of Strategy Stocks underlying each Contract will be
readjusted to reflect the final Strategy Stocks. Following settlement of the
Contracts the Trust will hold the final Strategy Stocks for an additional one
year period until the Termination Date.
The Tax-Deferred Strategy provides a tax-efficient, disciplined approach to
investing which ignores market timing and rejects active management.
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Defining Your Portfolio
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The Trust's Portfolio consists of Contracts from issuers. Each Contract
obligates its issuer to deliver to the Trust on April , 2002 a number of
shares of the final Strategy Stocks determined by a formula based upon the
performance of the Select Ten Strategy from the date of deposit to April ,
2002, including capital appreciation, imputed reinvestment of dividends (less
fees and expenses of the Contract issuer) and annual readjustment of the
underlying Strategy Stocks over a five year period. (See Trust Description--The
Contracts in Part B.) Each issuer's long-term debt obligations are rated
or better by Standard & Poor's Ratings Group or or better by
Moody's Investors Service, Inc. Each Contract is a direct, unsecured obligation
of its issuer. The Trust will also hold cash in an amount sufficient to pay
estimated annual expenses during the first five years of the Trust.
On the initial date of deposit the ten Strategy Stocks underlying the Contracts
were diversified across the following industries:
APPROXIMATE
STRATEGY STOCK PERCENTAGE
/ / Oil/Gas-International %
/ / Chemical Products
/ / Forest Products and Paper
/ / Tobacco/Food Processing
/ / Manufacturing
/ / Financial Services/Banking
/ / Electronics
/ / Auto Manufacturing
- ------------------------------------
* 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 securities
included in the Portfolio and has not reviewed or approved any information
included in this Prospectus.
A-2
<PAGE>
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Defining Your Risks
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The value of your units will fluctuate with the value of the Contracts held in
the Trust's portfolio. The value of the Contracts could be affected by changes
in the financial condition of the issuers of the Contracts and of the issuers of
the Strategy Stocks themselves. Each issuer of a Contract is rated at least AA
or better, and if downgraded to BBB or below, is required to collateralize its
obligation under its Contract. Despite the high investment ratings of each
issuer there can be no assurance that an issuer will be able to meet its
obligations with respect to a Contract. See Trust Description--The Contracts in
Part B.
The Strategy 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 Strategy Stocks do not reflect any investment
recommendations of the Sponsors and one or more of the Strategy Stocks may, from
time to time, be 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 Strategy 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
Strategy Stocks will continue to be included in the DJIA.
The Trust is not an appropriate investment for those seeking current income or
who are unable to commit to a five year investment as contemplated by the
Contracts. The Trust is appropriate for those seeking long term capital
appreciation who are willing and able to assume the risks involved generally
with an investment linked to the performance of equities.
Investors holding units at the beginning of the sixth year of the Trust must
hold their units for more than a full calendar year thereafter in order to
receive long term capital gains treatment on the sale or redemption of their
units. Any gains recognized by investors who then sell or redeem their Units
before the end of the sixth year (including gains attributable to the initial
five-year period) will be taxed at ordinary income rates.
The return on an investment in the Trust will be lower than the hypothetical
returns on Strategy Stocks because of sales charges (if applicable) and expenses
and because of other factors described under Performance Information.
Additionally, because the Trust holds Contracts and not the Strategy Stocks
themselves, the Contracts may tend to be valued at less than the value of the
Strategy Stocks deliverable under the Contracts. The Sponsors believe, however,
that this discount will diminish as the Contracts approach their settlement
date.
Unlike a mutual fund, the Trust is not actively managed and the Sponsor receives
no management fee. The Strategy Stocks underlying the Contracts will not change
(other than the annual readjustment) despite adverse developments affecting an
issuer of a Strategy Stock, an industry, the economy or the stock market
generally. Therefore, any adverse financial condition of an issuer of a Strategy
Stock or any market movement in the price of a Contract or a Strategy Stock will
not require the sale of a Contract (or, after the fifth year, a Strategy Stock)
from the Trust's portfolio. Although the Sponsors may instruct the Trustee to
sell a Contract (or, after the fifth year, a Strategy Stock) under certain
limited circumstances, given the investment philosophy of the Trust, the
Sponsors are not likely to do so. The Trust may continue to purchase or hold a
Contract (or, after the fifth year, a Strategy Stock) even though the financial
position of the issuer may have declined, the market value and yields on the
Strategy Stocks may have changed or the Strategy Stocks may no longer be
included in the DJIA.
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Defining Your Investment
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PUBLIC OFFERING PRICE PER 1,000 UNITS $1,030.00
The Public Offering Price as of May , 1997, the business day prior to the
initial date of deposit is based on the aggregate offer side value of the
underlying Contracts ($ ) plus cash (including any cash held to
purchase Contracts), 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 underlying Contracts are valued by
an independent Evaluator at [ ] p.m. Eastern time on every business day.
DISTRIBUTIONS
The Trust will not make any distributions, either of income or principal, during
the first five years of the Trust. However, during the sixth year of the Trust,
you will receive distributions of any dividend income, net of expenses, on the
25th of , , and , if you own units on the 10th of those
months.
A-3
<PAGE>
REINVESTMENT OPTION
During the sixth year of the Trust, you can elect to automatically reinvest your
distributions into additional units at a reduced sales charge. Reinvesting helps
to compound your income for a greater total return.
TAXES
In the opinion of counsel, although there is no authority directly on point and,
therefore, the matter is not free from doubt, you will not be required to
include in income any amount in respect of your investment in the Trust, other
than as a result of a sale or redemption of your units, during the Trust's first
five years. It is possible, however, that the Internal Revenue Service would
seek to recharacterize the Contracts as income-producing assets. Opinions of
counsel are not binding on the Internal Revenue Service or the courts. After the
delivery of the Strategy Stocks to the Trust, you will then be considered to
receive all the dividends paid on your pro rata portion of each Strategy Stock
in the Trust when those dividends are received by the Trust, even though the
dividend payments may be used to pay expenses of the Trust and regardless of
whether you reinvest your dividends in the Trust. Any gains recognized on a sale
or redemption of units during the first year of the Trust or during the Trust's
sixth year will be taxed at ordinary income rates.
TAX BASIS REPORTING
The proceeds received if you sell your units at any time before the Settlement
Date of the Contracts may reflect the deduction of the costs of liquidating
Contracts to meet the redemption. Additionally, if you sell your units prior to
April , 2002, the proceeds received will reflect the deduction of the
deferred sales charge (if applicable). The annual statement and the relevant tax
reporting forms you will receive will be based upon the amount paid to you, net
of costs of liquidating Contracts and the deferred sales charge. Accordingly,
you should not increase your basis in your units by these costs or the deferred
sales charge.
TERMINATION DATE
The Trust will terminate by , 2003, slightly more than one year after
the settlement of the Contracts. At termination, investors owning units with a
value of at least $250,000 may receive an in-kind distribution of the Strategy
Stocks received upon settlement of the Contracts, together with cash in respect
of any fractional shares. The Trust may be terminated earlier if the value of
its Portfolio is less than 40% of the value of the Contracts 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 profit of $ on the initial deposit of the
Contracts, and a placement fee payable to the Sponsors by the issuers of the
Contracts in an aggregate amount equal to 1% of the offer side value of the
Contracts as of their dates of deposit. (see Underwriters' and Sponsors' Profits
in Part B).
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Defining Your Costs
- ----------------------------------------------------------------
SALES CHARGES
Investors generally will pay a maximum up-front sales charge of 3% of the
offering price. However, participants in a qualified wrap-fee account offered by
a Sponsor will pay no sales charges. Additionally, investors (other than
participants in qualified wrap-fee accounts), who redeem their units prior to
April , 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 offering price on
the initial date of deposit.
This fee table shows the maximum costs and expenses you would pay, directly or
indirectly, if you invested in this Trust.
As a %
of Net
Amount Amount per
Invested 1,000 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
------------ -----------
------------ -----------
ESTIMATED ANNUAL FUND OPERATING EXPENSES
As a %
of Net
Amount Amount per
Invested 1,000 Units
------------ -----------
Trustee's Fee % $
Portfolio Supervision, Bookkeeping and
Administrative Fees % $
Evaluator's Fee % $
Organizational Expenses % $
Other Operating Expenses % $
------------ -----------
TOTAL % $
A-4
<PAGE>
These estimates do not include the costs of purchasing and selling the
underlying Contracts.
The 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 6 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 Contracts 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 Contracts, 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
Contracts 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 wrap-fee account offered by a Sponsor, will also pay
a deferred sales charge of 1% of the net asset value at that time.
During the sixth year of the Trust you may receive an in-kind distribution of
the Strategy Stocks if you own Units with a value of at least $250,000 (see
Redeeming Units in Part B).
A-5
<PAGE>
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Defined Portfolio
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Equity Investor Fund , 1997
Tax-Deferred Trust, Select Ten Series
Defined Asset Funds
PERCENTAGE COST
NAME OF CONTRACT ISSUER OF TRUST (1) TO TRUST (2)
- ----------------------------------- ------------ --------------
1. % $
2.
3.
4.
5.
------------ --------------
100.00% $
------------ --------------
------------ --------------
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(1) Based on Cost to Trust.
(2) Valuation by the Evaluator made on the basis of current offer side
evaluation at the evaluation time on , 1997.
------------------------------------
The Contracts were acquired on , 1997. A Sponsor may have acted as
underwriter, manager or co-manager of a public offering by any Contract issuer
or by the issuers of the Strategy Stocks during the last three years. Affiliates
of the Sponsors or one or more of the Contract issuers may serve as specialists
in the Strategy 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 Strategy Stocks are listed. An officer, director or employee of a
Sponsor may be an officer or director of one or more of the issuers of the
Strategy Stocks or one or more of the Contract issuers. A Sponsor may trade for
its own account as an odd-lot dealer, market maker, block positioner and/or
arbitrageur in any of the Strategy Stocks or in options on them. A Sponsor or
one or more of the Contract issuers, their affiliates, directors, elected
officers and employee benefits programs may have either a long or short position
in any Strategy Stocks or in options on them.
------------------------------------
The beginning values of the Contracts are initially based on approximately equal
values of the following Strategy Stocks:
TICKER CURRENT
SYMBOL DIVIDEND YIELD (1)
------------- -----------------------
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
- ------------------------------------
(1) Based on closing price, on , 1997.
A-6
<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 Strategy 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 Strategy
Stocks, and may not be indicative of future results of the Contracts, the
Strategy Stocks, the Strategy or the Trust. The Strategy 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 Strategy Stocks, since the
Trust has sales charges and expenses and the return on the Contracts is subject
to the accrual of certain expenses. Actual performance of the Trust will also
differ from quoted performance of the Strategy Stocks and the DJIA because the
quoted performance figures are annual figures based on closing sales prices on
December 31, while the Contracts provide for annual readjustment on July 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)
<TABLE><CAPTION>
STRATEGY STOCKS(1) DOW JONES INDUSTRIAL AVERAGE (DJIA)
----------------------------------------------------------------- ----------------------------------------------
YEAR APPRECIATION(2) ACTUAL DIVIDEND YIELD(3) TOTAL RETURN(4) APPRECIATION(2) ACTUAL DIVIDEND YIELD(3)
- --------- ----------------- --------------------------- ----------------- ----------------- ---------------------------
<S> <C> <C> <C> <C> <C>
1976 27.69% 7.12% 34.81% 17.86% 4.86%
1977 -6.75 5.92 -0.83 -17.27 4.56
1978 -6.94 7.10 0.16 -3.15 5.84
1979 3.94 8.41 12.35 4.19 6.33
1980 17.83 8.54 26.37 14.93 6.48
1981 -0.94 8.41 7.47 -9.23 5.83
1982 17.24 8.22 25.46 19.60 6.19
1983 30.22 8.24 38.46 20.30 5.38
1984 0.69 6.65 7.34 -3.76 4.82
1985 21.66 6.97 28.63 27.66 5.12
1986 23.76 10.81 34.57 22.58 4.33
1987 1.87 5.10 6.97 2.26 3.76
1988 15.71 5.79 21.50 11.85 4.10
1989 20.35 6.95 27.30 26.96 4.75
1990 -13.00 5.06 -7.94 -4.34 3.77
1991 28.16 5.21 33.37 20.32 3.61
1992 3.62 4.70 8.32 4.17 3.17
1993 22.71 4.21 26.92 13.72 3.00
1994 -0.19 4.08 3.89 2.14 2.81
1995 32.45 4.03 36.48 33.45 3.03
1996 24.46 3.48 27.94 26.01 2.56
</TABLE>
YEAR TOTAL RETURN(4)
- --------- -----------------
1976 22.72%
1977 -12.71
1978 2.69
1979 10.52
1980 21.41
1981 -3.40
1982 25.79
1983 25.68
1984 1.06
1985 32.78
1986 26.91
1987 6.02
1988 15.95
1989 31.71
1990 -0.57
1991 23.93
1992 7.34
1993 16.72
1994 4.95
1995 36.48
1996 28.57
- ------------------------------------
(1) The Strategy Stocks for any given year 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 Strategy 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.
(3) Actual Dividend Yield for the Strategy Stocks is calculated by adding the
total dividends received on the stocks in the year and dividing the result
by the market value of the stocks on the first trading day in that year.
Actual Dividend Yield for the DJIA is calculated by taking the total
dividends credited to the DJIA and dividing the result by the opening value
of the DJIA on the first trading day of the year.
(4) Total Return represents the sum of Appreciation and Actual Dividend Yield.
Total Returns figures do not take into consideration any reinvestment of
dividend income, whereas the Contracts provide for notional reinvestment
during their five year term.
A-7
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Equity Investor Fund, Tax-Deferred Trust,
Select Ten 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
contracts, 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 Strategy Stocks(1)....$
Cash.....................................................
Organizational Costs(2)..................................
--------------------
Total.........................................$
--------------------
--------------------
LIABILITY AND INTEREST OF HOLDERS
Liability: 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 Contracts listed under Defined
Portfolio determined by the Evaluator at [ ] p.m., Eastern time on
, 1997.
(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 Contracts 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
offering price.
(4) Aggregate public offering price computed on the basis of the value
of the underlying Contracts 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-8
<PAGE>
DEFINED ASSET FUNDSSM
PROSPECTUS--PART B
EQUITY INVESTOR FUND
TAX-DEFERRED TRUST--SELECT TEN 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
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Trust Description..................................... 1
Risk Factors.......................................... 4
How to Buy Units...................................... 5
How to Redeem or Sell Units........................... 6
Income, Distributions and Reinvestment................ 7
Portfolio Expenses.................................... 7
Taxes................................................. 8
PAGE
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Records and Reports................................... 10
Trust Indenture....................................... 10
Miscellaneous......................................... 10
Supplemental Information.............................. 13
TRUST DESCRIPTION
THE TAX-DEFERRED STRATEGY
The Trust provides a tax-efficient approach to equity investing and seeks
capital appreciation through investment in a portfolio of forward contracts
(Contracts) that replicate an annual investment strategy of acquiring, and
holding for one year, the ten highest dividend yielding stocks in the Dow Jones
Industrial Average* as of the beginning of each anniversary of the Trust. The
Select Ten Strategy is based on three time-tested investment principles: time in
the market is more important than timing the market; the stocks in which to
invest are the ones everyone else is selling; and dividends can be an important
part of aggregate return. The Trust offers a more tax-efficient way to invest in
the Select Ten Strategy. Purchasing a portfolio of these Contracts permits an
investor to continue following the Select Ten Strategy without the need to make
a new investment decision each year.
An investment relating to a number of companies in the DJIA with high
dividends relative to their stock prices is designed to increase the Trust's
potential for higher returns. Historically, dividends have accounted for a
substantial portion of the total return on stocks in the DJIA. Dividends paid on
these stocks will be reflected in the appreciation in the value of the
Contracts. There can be no assurance that the dividend rates on the Strategy
Stocks will be maintained. Reduction or elimination of a dividend could
adversely affect both the price of a Strategy Stock and the value of the
Contracts.
The first DJIA, consisting of 12 stocks, was published in The Wall Street
Journal in 1896. The DJIA includes some of the most well-known, widely followed
and highly capitalized companies in America. 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 CONTRACTS
The Trust will acquire Contracts from one or more issuers obligating each
issuer, severally and not jointly, to deliver to the Trust on April , 2002
(Contract Settlement Date) approximately equal values of the final Strategy
Stocks. The final Strategy Stocks will be those common stocks determined by
application of the Strategy on the final Adjustment Date. Adjustment Date refers
to each of the first, second, third, fourth and fifth annual anniversaries of
the initial date of deposit. On each Adjustment Date the Select Ten Strategy
will be reapplied to the DJIA to determine the Strategy Stocks for the following
year or, in the case of the final Adjustment Date, until the Contract Settlement
Date.
2
<PAGE>
The final Strategy Stocks to be delivered under any Contract will have an
aggregate value equal to the Strategy Value for that Contract computed as of the
final Adjustment Date. The Strategy Value for a Contract as of any Adjustment
Date equals (a) the aggregate value of the Strategy Stocks subject to the
Contract as of the preceding Adjustment Date (or, in the case of the first
Adjustment Date, the initial date of deposit), plus (b) any appreciation on
those Strategy Stocks since the preceding Adjustment Date (or the initial date
of deposit), plus (c) any dividends declared on those Strategy Stocks (including
shares of those Strategy Stocks resulting from the notional reinvestment of
dividends), less (x) any depreciation on those Strategy Stocks during that
annual period, and less (y) an annual charge, accrued periodically, of $ per
$1,000 original face amount of the Contract in respect of fees and expenses of
the issuers of the Contracts.
Each Contract provides for adjustments in the value of the Contract or to
the foregoing formula to prevent changes in the value of the Contract as a
result of corporate actions by the issuers of the Strategy Stocks. Possible
corporate actions include stock splits, reverse stock splits, stock dividends,
extraordinary dividends or distributions, spin-offs and certain types of stock
issuances or repurchases.
Each Contract issuer's long-term debt obligations were rated, as of the
initial date of deposit, in the category AA or better by either Standard and
Poor's Ratings Group or Moody's Investors Service, Inc. In the event that either
rating agency downgrades an issuer's long-term debt obligations to the BBB
category or below, that issuer will be obligated to promptly pledge collateral,
consisting of short-term U.S. Government securities, with a collateral agent to
secure its obligations under its Contract. The collateral will be marked to
market no less frequently than weekly and the issuer will be required to
maintain collateral with a market value equal to at least % of the most
recently determined Strategy Value (assuming for purposes of that computation
that the issuer's unsecured long-term debt obligations are rated AAA by Standard
and Poor's or Aaa by Moody's).
SELECTION OF STRATEGY STOCKS
The Contracts relate to the ten common stocks in the DJIA having the
highest dividend yields as of the initial date of deposit or as of subsequent
Adjustment Dates. Highest dividend yield is calculated by annualizing the last
quarterly or semi-annual ordinary dividend distributed on a security and
dividing the result by its closing sales price. This yield is historical and
there is no assurance that any dividends will be declared or paid in the future
on the Strategy Stocks.
The Select Ten Strategy selection process is a straightforward, objective,
mathematical application that ignores any subjective factors concerning any
issuer in the DJIA, any industry or the economy generally. The application of
the Strategy may cause a Contract to 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 stocks subject to the Contracts 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 Contracts in the Trust on the initial date of deposit
established a proportionate relationship among the face amounts of each
Contract. During the 90-day period following the initial date of deposit the
Sponsors may deposit additional Contracts in order to create new Units,
maintaining to the extent possible that original proportionate relationship.
Deposits of additional Contracts subsequent to the 90-day period must generally
replicate exactly the proportionate relationship among the face amounts of each
Contract at the end of the initial 90-day period.
Because each Defined Asset Fund is a preselected portfolio, you know the
portfolio before you invest. Of course, the Trust's Portfolio will change
somewhat over time, as Contracts are acquired upon creation of additional Units,
as Contracts are sold to meet Unit redemptions or in other limited
circumstances.
3
<PAGE>
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 Strategy, the Trust is unlikely to sell any of the Contracts (or, after
the Contract Settlement Date, the Strategy Stocks), other than to satisfy
redemptions of units, or to cease acquiring additional Contracts in connection
with the issuance of Additional Units. More specifically, adverse developments
concerning a Contract or its issuer, including a decline in the value of the
Contract, or adverse developments concerning a Strategy Stock including the
adverse financial condition of the issuer, 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 of the Strategy Stock, or
the occurrence of other market or credit factors that might otherwise make
retention of a Contract (or a Strategy Stock) detrimental to the interest of
investors, will generally not cause the Trust to dispose of a Contract (or a
Strategy Stock) or cease acquiring it. Furthermore, the Trust will likely
continue to invest in the Contracts notwithstanding that a Security covered by
the Contracts may cease to be included among the ten highest dividend yielding
stocks in the DJIA or even be deleted from the DJIA.
RISK FACTORS
An investment in the Trust entails certain risks, including the risk that
the value of your investment will decline if the financial condition of a
Contract issuer or the issuers of the Strategy Stocks becomes impaired or if the
general condition of the stock market worsens. In the event of the failure by a
Contract issuer to perform its obligations under a Contract, the Trust will be
an unsecured creditor of the issuer, except to the extent that an issuer may
have previously secured its obligation by a pledge of collateral. In addition,
holders of common stock, generally, have inferior rights to receive payments
from the the issuer as compared to the rights of creditors of, or the holders of
debt obligations or preferred stocks issued by, the 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. These perceptions are based on 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.
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 Trust, although pending litigation may have a material adverse effect on
the value of the Contracts or Strategy Stocks. 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 Contracts or Strategy
Stocks or the issuers of the Contracts or the Strategy 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 Strategy Stocks. There can be no assurance that future litigation,
legislation, regulation or deregulation will not have a material adverse effect
on the Trust's Portfolio or will not impair the ability of the issuers of the
Contracts or the Strategy Stocks to achieve their business goals.
FACTORS AFFECTING TRADING PRICES OF CONTRACTS
The trading prices of the Contracts in the secondary market will be
directly affected by the trading prices of the Strategy Stocks in the secondary
market. It is impossible to predict whether the prices of the Strategy Stocks
will rise or fall. It is also not possible to predict accurately how or whether
the Contracts will trade in the secondary market. Any market that develops for
the Contracts is likely to influence and be influenced by the market for
Strategy Stocks. For example, the prices of Strategy Stocks could be depressed
by investors' anticipation of the potential distribution into the market of
substantial additional amounts of Strategy Stocks on the Contract Settlement
Date and by hedging or arbitrage trading activity that may develop involving the
Contracts and the Strategy Stocks. The Sponsors believe that there should be a
readily available market among institutional investors for the Contracts in the
event it is necessary to sell Contracts to meet redemptions of units.
4
<PAGE>
NO STOCKHOLDER RIGHTS
As holders of the Contracts the Trust will not be entitled to any rights
with respect to the Strategy Stocks (including, without limitation, voting
rights and rights to receive any dividends or other distributions in respect
thereof) unless and until such time as the Contract issuers shall have delivered
shares of Strategy Stocks on the Contract Settlement Date. For example, in the
event that an amendment is proposed to the certificate of incorporation of a
Strategy Stock and the record date for determining the stockholders of record
entitled to vote on such amendment occurs prior to such delivery, holders of the
Contracts, such as the Trust, will not be entitled to vote on such amendment.
LIFE OF THE FUND; FUND 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 Contract (or, if after the Contract Settlement, the last Strategy
Stock), upon the consent of investors holding 51% of the Units or upon a
determination by the Sponsors that continuation of the Trust will have adverse
tax consequences to investors. 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.
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 Contracts or Strategy Stocks remaining
in the Trust's Portfolio although any Contract or Strategy Stock 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
Contracts or Strategy Stocks, 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 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 Trust's Portfolio and other
assets and liabilities of the Trust.
PUBLIC OFFERING PRICE
Units purchased by participants in a qualified wrap-fee 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)
AMOUNT PURCHASED AS % OF NET AMOUNT INVESTED
- -------------------------------- -----------------------------
Less than $ .............. %
$ to $ .............
$ to $ ..........
$ or more...............
The deferred sales charge is a one-time charge assessed against investors
who redeem Units prior to April , 2002. The deferred sales charge is equal to
% 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 the 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,
5
<PAGE>
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas. The value of the Contracts, will be determined by the Evaluator on
the basis of current bid or offer prices for the Contracts. It is possible that
the bid prices for the Contracts could be significantly lower than the offer
prices. Neither the Sponsors, the Trustee nor the Evaluator guarantee the
enforceability, marketability or price of any Contracts or will be liable for
errors in the Evaluator's judgment. The fees of the Evaluator will be borne by
the Trust.
NO CERTIFICATES
All investors are required to hold their Units in uncertificated form and
in 'street name' by their broker, dealer or financial institution at the
Depository Trust Company ('DTC').
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 for net asset value. 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 (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 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 Contracts (or, after the
Contract Settlement Date, the Strategy Stocks) ('Securities'), declared but
unpaid dividends on 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 any applicable deferred sales charges and after the initial
offering period, net asset value 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.
If cash is not available in the Trust's Income and Capital Accounts to pay
redemptions, the Trustee may sell Securities selected by 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. If Securities are being sold
during a time when additional Units are being created by the purchase of
additional Securities (as described under Selection of Strategy Stocks),
Securities will be sold in a manner designed to maintain, to the extent
practicable, the proportionate relationship among each Security in the Trust's
Portfolio.
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 charges 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.
6
<PAGE>
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.
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
In the sixth year of the Trust, the annual income per Unit will depend
primarily upon the amount of dividends declared and paid by the issuers of the
Strategy Stocks and, to a lesser degree, upon the level of sales of Strategy
Stocks. There is no assurance that dividends on the Strategy Stocks will be
declared. Each Unit receives an equal share of distributions of dividend income.
Because dividends on the Strategy Stocks will not be received at a constant rate
throughout the year, any distribution may be more or less than the amount then
credited to the Income Account. Dividends received are credited to an Income
Account and other receipts 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 Trust. Funds held by the Trustee in the various accounts do
not bear interest. Proceeds of the disposition of any Strategy Stocks not used
to redeem Units will be held in the Capital Account and distributed on the final
Distribution Day or following liquidation of the Fund.
REINVESTMENT
In the sixth year of the Trust, income and principal distributions on Units
may be reinvested by participating in the Trust's reinvestment plan. Under the
plan, the Units acquired for investors will be either Units already held in
inventory by the Sponsors or new 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. Deposits or purchases of additional Securities will generally be
made so as to maintain the then existing proportionate relationship among the
number of shares of each Security in the Trust's Portfolio. Units acquired by
reinvestment will not be subject to any sales charge. 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.
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
Trustee's annual fee is payable in monthly installments. 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 providing 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.
7
<PAGE>
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 U.S. federal income tax
consequences of an investment in Units by U.S. persons, as defined for purposes
of the Internal Revenue Code of 1986, as amended (the 'Code'). The discussion
addresses only investors who hold Units as capital assets and does not address
the tax consequences of an investment in Units by persons who may be subject to
special rules, such as dealers, financial institutions or insurance companies.
The discussion is based on the Code, Treasury regulations, administrative
rulings and judicial decisions as in effect on the date hereof, all of which are
subject to change, possibly with retroactive effect.
No ruling has been requested from the Internal Revenue Service with respect
to the Contracts, and there can be no assurance that the treatment described
below will be accepted by the Internal Revenue Service or the courts. Because of
the lack of statutory, judicial or administrative authority on point, there are
uncertainties regarding the U.S. federal income tax consequences of an
investment in Units. Accordingly, prospective purchasers are urged to consult
their tax advisors regarding the U.S. federal income tax consequences of an
investment in Units (including alternative characterizations of the Contracts)
and regarding any tax consequences arising under the laws of any state, local or
foreign taxing jurisdiction.
In the opinion of Davis Polk & Wardwall ('Counsel'), special counsel for the
Sponsor, under existing law:
The Trust is not an association taxable as a corporation for federal
income tax purposes. Under the grantor trust rules of Sections 611-679 of
the Code, each investor will be treated as owning a pro rata portion of the
Contracts in the Trust or, after settlement of the Contracts, will be
treated as owning a pro rata portion of each Strategy Stock in the Trust.
Counsel is of the opinion that, although there is no authority directly on
point, and therefore the issue is not free from doubt, an investor will not
be required to include in income any amounts in respect of his investment
in the Trust, other than as a result of a disposition or redemption of his
Units, prior to the settlement of the Contracts. It is possible, however,
that the Internal Revenue Service will seek to recharacterize the Contracts
in a manner that would result in income to investors during the period in
which the Trust is holding the Contracts. Although Counsel is of the
opinion that any attempted recharacterization of the Contracts would not
prevail, opinions of Counsel are not binding on the Internal Revenue
Service or the courts.
Counsel is also of the opinion that, although the issue is not free from
doubt, an investor will not recognize gain or loss upon settlement of the
Contracts, but rather will be treated as having acquired a pro rata portion
of the Strategy Stocks delivered to the Trust. Each investor's holding
period for the Strategy Stocks will begin on the day after the Settlement
Date and each investor's holding period for his Units will therefore be
deemed to recommence on the day after the Settlement Date.
After the delivery of the Strategy Stocks to the Trust, each investor
will be considered to have received all of the dividends paid on his pro
rata portion of each Strategy Stock when the dividends are received by the
Trust, regardless of whether the dividends are automatically reinvested.
Dividends so treated as having been received by a corporate investor from
domestic corporations will generally qualify for the dividends-received
deduction, which is currently 70%. Depending upon the particular corporate
investor's circumstances, limitations on the availability of the
dividends-received deduction may be applicable. Further, Congress from time
to time considers proposals that would adversely affect the after-tax
return to investors that can take advantage of the deduction. For example,
on February 6, 1997, the Clinton Administration proposed reducing the
deduction to 50% for dividends paid or accrued more than 30 days after the
date of enactment of the proposal. Investors are urged to consult their own
tax advisors in this regard.
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<PAGE>
An individual investor who itemizes deductions will be entitled to
deduct his pro rata share of ongoing Trust expenses only to the extent that
this amount, together with the investor's other miscellaneous itemized
deductions, exceeds 2% of his adjusted gross income. In addition, (i) there
are further restrictions on the ability of an individual investor with an
adjusted gross income in excess of a specified amount to deduct his pro
rata portion of the ongoing Trust expenses and (ii) an individual investor
will not be entitled to deduct his pro rata portion of the ongoing Trust
expenses for purposes of calculating his alternative minimum tax liability.
Counsel believes that an investor's basis in his Units will equal the
cost of his Units, reduced by the amount of cash held by the Trust that has
been used to pay ongoing Trust expenses. However, the Internal Revenue
Service might take the position that the investor's pro rata portion of the
expenses in connection with the organization of the Trust, underwriting
discounts and commissions, and other offering expenses are amortizable and
deductible over the term of the Trust, subject to the limitations discussed
above with respect to deductions for ongoing Trust expenses. In that case,
an investor's basis in his Units would be reduced by the amortized amount
of these expenses.
An investor will recognize taxable gain or loss upon a sale or
redemption of Units or when the Trustee disposes of his pro rata portion of
the Contracts or of the Strategy Stocks from the Trust. Counsel is of the
opinion that, except as described below, this gain or loss will be
long-term capital gain or loss if, at the time of the sale, the investor's
holding period for the Units is more than one year. As stated above, an
investor who holds Units on the Settlement Date will have a new holding
period for his pro rata portion of the Strategy Stocks starting on the day
after the Settlement Date. As a result, an investor who sells or redeems
Units after the Settlement Date, and prior to the first date that is more
than one year after the Settlement Date, will recognize short-term capital
gain or loss. Net short-term capital gain is taxed at the same rate as
ordinary income.
Counsel is of the opinion that, 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 U.S. federal income tax purposes.
The foregoing discussion relates only to the tax treatment of U.S.
investors with regard to U.S. federal and certain aspects of New York State
and City income taxes. Investors may be subject to taxation in New York or
in other jurisdictions and should consult their own tax advisors in this
regard. Investors that are not U.S. citizens or residents ('foreign
investors') should be aware that their share of dividends paid on the
Strategy Stocks during the Trust's sixth year will, if current law is still
applicable at that time, generally be subject to a withholding tax of 30%
(or a lower treaty rate for eligible foreign investors). Foreign investors
should consult their tax advisors on their eligibility for the withholding
rate under applicable treaties.
* * * *
The Trustee will furnish information returns to each investor and to the
Internal Revenue Service.
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 copies of the Contracts 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 fees and expenses paid by the Trust among other matters. Trust accounts
are audited annually by independent accountants selected by the Sponsors and the
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
9
<PAGE>
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 Sponsors 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.
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 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.
10
<PAGE>
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. 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 Underwriter's interest in the Underwriting Account will depend on
the number of Units acquired through the issuance of additional Units. The
Sponsors also realize a profit or loss on deposit of the Contracts equal to the
difference between the cost of the Contracts to the Trust (based on the
aggregate offer side value of the Contracts on their date of deposit) and the
purchase price of the Contracts to the Sponsors and also receives placement fees
from the Contract issuers in an aggregate amount equal to 1% of the offer side
value of the Contracts as of their dates of deposit. 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
Total returns, average annualized returns or cumulative returns for various
periods of the Strategy Stocks, the related index or the Trust may be included
from time to time in advertisements, sales literature and reports to current or
prospective investors. Total return shows changes in Unit price during the
period plus reinvestment of dividends and capital gains, divided by the maximum
public offering price. Average annualized returns show the average return for
stated periods of longer than a year. Sales material may also include an
illustration of the cumulative results of like annual investments in Strategy
Stocks during an accumulation period and like annual withdrawals during a
distribution period. Returns of Strategy Stocks may also be shown in comparison
to other indexes, to which may be added by year various national and
international political and economic events, milestones in price and market
indicators, and offerings of Defined Asset Funds. This performance may also be
compared for various periods with investments in short-term U.S. Treasury
securities. Investors should bear in mind that this represents past performance
and is no assurance of future results of the Trust. Advertisements and other
material distributed to prospective investors may include the average annual
compounded rate of return on selected types of assets for periods of at least 10
years, as compiled by Ibbotson Associates, compared to the rate of inflation
over the same period.
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.
11
<PAGE>
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.
Defined Asset Funds reflect a buy and hold strategy that the Sponsor
believes 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. 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.
12
<PAGE>
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 Trust's Portfolio and general information about the structure
and operation of the Trust.
13
<PAGE>
Defined
Asset FundsSM
SPONSOR: EQUITY INVESTOR FUND
Merrill Lynch, TAX-DEFERRED TRUST
Pierce, Fenner & Smith IncorporatedSELECT TEN SERIES
Defined Asset Funds
P.O. Box 9051
Princeton, N.J. 08543-9051 This Prospectus does not contain all of the
(609) 282-8500 information with respect to the investment
TRUSTEE: company set forth in its registration
statement and exhibits relating thereto which
have been filed with the Securities and
Exchange Commission, Washington, D.C. under
the Securities Act of 1933 and the Investment
Company Act of 1940, and to which reference
is hereby made.
EVALUATOR: ------------------------------
No person is authorized to give any
information or to make any representations
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.
------------------------------
When Units of this Trust 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.
-- /97
14
<PAGE>
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
A. The following information relating to the Depositor is incorporated by
reference to the SEC filings indicated and made a part of this Registration
Statement.
<TABLE><CAPTION>
SEC FILE OR
IDENTIFICATION DATE
NUMBER FILED
----------------------------------------
<S> <C> <C>
I. Bonding Arrangements and Date of Organization of the
Depositor filed pursuant to Items A and B of
Part II of the Registration Statement on Form
S-6 under the Securities Act of 1933:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 2-52691 1/17/95
II. Information as to Officers and Directors of the
Depositor filed pursuant to Schedules A and D of
Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 8-7221 5/26/94, 6/29/92
III. Charter documents of the Depositor filed as
Exhibits to the Registration Statement on Form
S-6 under the Securities Act of 1933 (Charter,
By-Laws):
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 2-73866, 2-77549 9/22/81, 6/15/82
</TABLE>
B. The Internal Revenue Service Employer Identification
Numbers of the Sponsor and Trustee are as follows:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 13-5674085
, Trustee....................................... 13-
UNDERTAKING
The Sponsor undertakes that it 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.
*9.1.1 --Form of Forward Contract.
9.1.2 --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 2ND DAY OF MAY,
1997.
SIGNATURES APPEAR ON PAGES R-3, R-4, R-5, R-6 AND R-7.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of 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 and 33-51607
HERBERT M. ALLISON, JR.
BARRY S. FREIDBERG
EDWARD L. GOLDBERG
STEPHEN L. HAMMERMAN
JEROME P. KENNEY
DAVID H. KOMANSKY
DANIEL T. NAPOLI
THOMAS H. PATRICK
JOHN L. STEFFENS
DANIEL P. TULLY
ROGER M. VASEY
ARTHUR H. ZEIKEL
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:
JOSEPH J. GRANO, JR.
DONALD B. MARRON
By
ROBERT E. HOLLEY
(As authorized signatory for PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-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
