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DEFINED ASSET FUNDSSM
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EQUITY INVESTOR FUND
WESTERN PREMIER PORTFOLIO
(A UNIT INVESTMENT TRUST)
O DESIGNED FOR CAPITAL APPRECIATION
O DIVIDEND REINVESTMENT OPTION
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The Securities and Exchange Commission has not
SPONSOR: approved or disapproved these Securities or
Merrill Lynch, passed upon the adequacy of this prospectus. Any
Pierce, Fenner & Smith representation to the contrary is a criminal
Incorporated offense.
Dean Witter Reynolds Inc. Prospectus dated April 30, 1999.
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Def ined Asset FundsSM
Defined Asset FundsSM is America's oldest and largest family of unit investment
trusts, with over $160 billion sponsored over the last 28 years. Defined Asset
Funds has been a leader in unit investment trust research and product
innovation. Our family of Funds helps investors work toward their financial
goals with a full range of quality investments, including municipal, corporate
and government bond portfolios, as well as domestic and international equity
portfolios.
Defined Asset Funds offer a number of advantages:
o A disciplined strategy of buying and holding with a long-term view is the
cornerstone of Defined Asset Funds.
o Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
funds are not managed and portfolio changes are limited.
o Defined Portfolios: We choose the stocks or bonds in advance, so you know what
you're investing in.
o Professional research: Our dedicated research team seeks out stocks or bonds
appropriate for a particular fund's objectives.
o Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, risk tolerance or time horizon, there's
probably a Defined Asset Fund that suits your investment style. Your financial
professional can help you select a Defined Asset Fund that works best for your
investment portfolio.
THE FINANCIAL INFORMATION ON THIS PROSPECTUS IS AS OF THE EVALUATION DATE,
JANUARY 31, 1999.
CONTENTS
PAGE
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Risk/Return Summary..................................... 3
What You Can Expect From Your Investment................ 6
Income............................................... 6
Records and Reports.................................. 6
The Risks You Face...................................... 6
Concentration Risk................................... 6
Litigation and Legislation Risks..................... 6
Selling or Exchanging Units............................. 7
Sponsor's Secondary Market........................... 7
Selling Units to the Trustee......................... 7
Rollover/Exchange Option............................. 8
How The Fund Works...................................... 8
Pricing.............................................. 8
Evaluations.......................................... 9
Income............................................... 9
Expenses............................................. 9
Portfolio Changes.................................... 10
Portfolio Termination................................ 10
No Certificates...................................... 10
Trust Indenture...................................... 10
Legal Opinion........................................ 11
Auditors............................................. 11
Sponsors............................................. 11
Trustee.............................................. 12
Underwriters' and Sponsors' Profits.................. 12
Public Distribution.................................. 12
Code of Ethics....................................... 12
Year 2000 Issues..................................... 12
Taxes................................................... 12
Supplemental Information................................ 14
Financial Statements.................................... D-1
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RISK/RETURN SUMMARY
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
O The objective of this Defined Fund is capital appreciation
by investing for a period of about one year in a portfolio
consisting of common stocks of companies headquartered in
seven selected Western states, chosen for their growth
potential.
2. WHAT IS THE PORTFOLIO'S INVESTMENT STRATEGY?
O The Portfolio contains 32 common stocks selected by the
Sponsor for capital appreciation.
We selected the 32 common stocks in the Portfolio through
the following four-step process:
o First, we identified companies headquartered in one of the
states west of the Mississippi River.
o Second, in those states, we eliminated those companies with
a market capitalization of less than $1 billion.
o Third, of the remaining issuers we screened for companies
with positive growth in earnings per share for each of the
last three years and with an expected growth rate of
earnings per share of at least 10% over the next fiscal
year.
o Finally, the Agent for the Sponsors reviewed the identified
stocks for credit quality, liquidity and other factors and
made a final selection of the Portfolio.
Because there is no active management of the Portfolio, the
Sponsors anticipate that the Portfolio will remain
unchanged until termination despite adverse developments
concerning an issuer, an industry or the economy or stock
market generally.
o The Portfolio is not an appropriate investment for
investors seeking preservation of capital or a high level
of current income.
3. WHAT INDUSTRY SECTORS ARE REPRESENTED IN THE PORTFOLIO?
Based upon the principal business of each issuer and
current market values, the Portfolio represents the
following industry groups:
APPROXIMATE
PORTFOLIO
PERCENTAGE
o Computer & Technology 58%
o Oil & Gas Related 7
o Apparel & Consumer Goods 5
o Pharmaceuticals 7
o Bank & Financial 5
o Wholesale & Retail 8
o Telecommunications 8
o Services 2
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE PORTFOLIO. THIS CAN
HAPPEN FOR VARIOUS REASONS, INCLUDING:
o Stock prices can be volatile.
o Dividend rates on the stocks or share prices may decline
during the life of the Portfolio.
o Dividend rates on the stocks or share prices may decline
during the life of the Portfolio.
o The value of units will fluctuate with the value of the
common stocks in the Portfolio and no assurance can be
given that the units will appreciate in value. Current
dividend income is not an objective of the Fund.
o Because the Portfolio is concentrated in stocks in the
computer & technology sector, adverse developments in this
industry may affect the value of your units. It is also
concentrated in stocks of companies headquartered in
California (54%) and Texas (29%).
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RISK/RETURN SUMMARY (Continued)
o There can be no assurance that a company headquartered in a
particular region derives a significant part of its
business from that region or that this Portoflio will
appreciate more than or as much as a Portfolio of stocks
with greater geographic diversification.
o The Portfolio may continue to purchase or hold the stocks
originally selected even though their market value may have
changed or they may be subject to sell recommendations by
one of the Sponsors.
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want capital appreciation. You will benefit
from a professionally selected and supervised portfolio
whose risk is reduced by investing in equity securities of
different issuers.
The Portfolio is not appropriate for you if you are
unwilling to take the risk involved with an equity
investment. It may not be appropriate for you if you are
seeking preservation of capital or high current income.
6. WHAT ARE THE PORTFOLIO'S FEES AND EXPENSES?
This table shows the costs and expenses you may pay,
directly or indirectly, when you invest in the Portfolio.
ESTIMATED ANNUAL OPERATING EXPENSES
AMOUNT
PER 1,000
UNITS
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$ 0.90
Trustee's Fee
$ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating expenses)
$ 2.28
Organizational Expenses
$ 1.10
Other Operating Expenses
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$ 4.73
TOTAL
These estimates do not include the costs of purchasing and
selling the underlying strategy stocks.
The Sponsors historically paid organization costs and
updating expenses.
INVESTOR FEES
You will pay an up-front sales fee of approximately 1.00%,
as well as a monthly deferred sales fee of $2.50 per 1,000
units deducted from the Portfolio's net asset value
starting March, 1999 through September, 1999.
The maximum sales fees are as follows:
YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
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Less than $50,000 2.75%
$ 50,000 to $99,999 2.50%
$100,000 to $249,999 2.00%
$250,000 to $999,999 1.75%
$1,000,000 or more 1.00%
7. IS THE PORTFOLIO MANAGED?
Unlike a mutual fund, the Portfolio is not managed and
stocks are not sold because of market changes. The Sponsor
monitors the portfolio and may instruct the Trustee to sell
securities under certain limited circumstances. However,
given the investment philosophy of the Portfolio, the
Sponsor is not likely to do so.
8. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from the Sponsor.
UNIT PRICE PER 1,000 UNITS $1,572.31
(as of January 29, 1999)
Unit price is based on the net asset value of the Portfolio
plus the up-front sales fee.
The Portfolio stocks are valued by the Trustee on the basis
of their closing prices at 4:00 p.m. Eastern time every
business day. Unit price changes every day with changes in
the prices of the stocks.
9. HOW DO I SELL UNITS?
You may sell your units at any time to the Sponsor or the
Trustee for the net asset value determined at the close of
business on the date of sale, less any remaining deferred
sales fee and the costs of liquidating securities to meet
the redemption.
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RISK/RETURN SUMMARY (Continued)
10. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays distributions of any dividend income, net of
expenses, on the 25th of December, 1999, if you own units
on the 10th of that month. Distributions of ordinary income
will be dividends for federal income tax purposes and may
be eligible for the dividends-received deduction for
corporations. You will not be entitled to the 20% maximum
federal tax rate for gains from the sale of your Units
because you will not have held them for more than one year.
Distributions to foreign investors will generally be
subject to withholding taxes.
11. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You may choose to reinvest any distributions into
additional units of the Portfolio. You will pay only the
deferred sales fee remaining at the time of reinvestment.
Unless you choose reinvestment, you will receive your
distributions in cash.
EXCHANGE PRIVILEGES
You may exchange units of this Portfolio for units of
certain other Defined Asset Funds. You may also exchange
into this Portfolio from certain other funds. We charge a
reduced sales fee on designated exchanges.
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WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
Because the Portfolio generally pays dividends as they are received, individual
income payments will fluctuate based upon the amount of dividends declared and
paid by each issuer. Other reasons your income may vary are:
o changes in the Portfolio because of sales of securities;
o changes in the Portfolio's expenses; and
o the amount of dividends declared and paid.
There can be no assurance that any dividends will be declared or paid.
RECORDS AND REPORTS
You will receive:
o with each distribution, a statement of the amounts of income and any other
receipts being distributed;
o annual reports on Portfolio activity; and
o annual tax information. This will also be sent to the IRS. You must report the
amount of income received during the year. Please contact your tax advisor in
this regard.
You may inspect records of Portfolio transactions at the Trustee's office during
regular business hours.
THE RISKS YOU FACE
CONCENTRATION RISK
When stocks in a particular industry make up 25% or more of the Portfolio, it is
said to be 'concentrated' in that industry, which makes the Portfolio less
diversified.
Here is what you should know about the Portfolio's concentrations in computer
and technology stocks. Technology stocks tend to be relatively volatile as
compared to other types of investments. These kinds of companies
o are rapidly developing and highly competitive, both domestically and
internationally;
o may be smaller and less seasoned companies with limited product lines,
markets or financial resources and limited management or marketing
personnel; and
o are affected by
--worldwide scientific and technological developments (and resulting
product obsolescence);
--government regulation;
--increase in material or labor costs;
--changes in distribution channels; and
--the need to manage inventory levels in line with product demand.
Other risk factors include:
o short product life cycles;
o aggressive pricing and reduced profit margins;
o dramatic and often unpredictable changes in growth rates;
o frequent new product introduction and the need to enhance existing
products; and
o intense competition from large established companies and potential
competition from small start up companies.
Technology companies are also dependent to a substantial degree upon skilled
professional and technical personnel and there is considerable competition for
the services of qualified personnel in the industry.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Portfolio.
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Future tax legislation could affect the value of the Portfolio by:
o reducing the dividends-received deduction or
o increasing the corporate tax rate resulting in less money available for
dividend payments.
SELLING OR EXCHANGING UNITS
You can sell your units at any time for a price based on their net asset value.
Your net asset value is calculated each business day by:
o adding the value of the Portfolio Securities, cash and any other Portfolio
assets;
o subtracting accrued but unpaid Portfolio expenses, unreimbursed Trustee
advances, cash held to buy back units or for distribution to investors,
and any other Portfolio liabilities; and
o dividing the result by the number of outstanding units.
Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the Portfolio.
If you sell your units before the final deferred sales fee installment, the
amount of any remaining payments will be deducted from your proceeds.
SPONSORS' SECONDARY MARKET
While we are not obligated to do so, we will buy back units at net asset value
less any remaining deferred sales fee and the cost of liquidating securities to
meet the redemption. We may resell the units to other buyers or to the Trustee.
We have maintained a secondary market continuously for more than 28 years, but
we could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by contacting your broker, dealer or financial
institution that holds your units in street name. Sometimes, additional
documents are needed such as a trust document, certificate of corporate
authority, certificate of death or appointment as executor, administrator or
guardian.
Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee will sell your units in the over-the-counter market if it
believes it can obtain a higher price. In that case, you will receive the net
proceeds of the sale.
If the Portfolio does not have cash available to pay you for the units you are
selling we will select securities to be sold. These sales could be made at times
when the securities would not otherwise be sold and may result in your receiving
less than you paid for your unit and also reduce the size and diversity of the
Portfolio.
If you sell units with a value of at least $250,000, you may choose to receive
your distribution 'in kind.' If you so choose, you will receive securities and
cash with a total value equal to the price of your units. The
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Trustee will try to distribute securities in the portfolio pro rata, but it
reserves the right to distribute only one or a few securities. The Trustee will
act as your agent in an in-kind distribution and will either hold the securities
for your account or transfer them as you instruct. You must pay any transaction
costs as well as transfer and ongoing custodial fees on sales of securities
distributed in kind.
There could be a delay in paying you for your units:
o if the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
o if the SEC determines that trading on the New York Stock Exchange is
restricted or that an emergency exists making sale or evaluation of the
securities not reasonably practicable; and
o for any other period permitted by SEC order.
ROLLOVER/EXCHANGE OPTION
When this Portfolio is about to terminate, you may have the option to roll your
proceeds into a new Focus Portfolio if one is available.
If you notify your financial adviser by February 4, 2000, your units will be
redeemed and certain distributed securities plus the proceeds from the sale of
the remaining distributed securities will be reinvested in units of a new Focus
Portfolio. If you decide not to roll over your proceeds, you will receive a cash
distribution (or, if you are eligible and you so choose, an in-kind
distribution) after the Portfolio terminates.
The Portfolio will terminate by March 3, 2000. You may, by written notice to the
Trustee at least ten business days prior to termination, elect to receive an
in-kind distribution of your pro rata share of the Securities remaining in the
Portfolio at that time (net of your share of expenses). Of course you can sell
your Units at any time prior to termination.
You may exchange units of this Portfolio for units of another Select or Focus
Series or certain other Defined Asset Funds at any time before this fund
terminates. If you continue to hold your Units, you may exchange units of this
Portfolio for units of certain other Defined Asset Funds at a reduced sales fee
if your investment goals change. To exchange units, you should talk to your
financial professional about what Portfolios are exchangeable, suitable and
currently available.
We may amend or terminate the options to exchange your units or roll your
proceeds at any time without notice.
HOW THE FUND WORKS
PRICING
Units are charged a combination of initial and deferred sales fees.
In addition, a portion of the price of a unit also consists of securities to pay
all or some of the costs of organizing the Portfolio including:
o cost of initial preparation of legal documents;
o federal and state registration fees;
o initial fees and expenses of the Trustee;
o initial audit; and
o legal expenses and other out-of-pocket expenses.
The deferred sales fee is generally a monthly charge of $2.50 per 1,000 units
and is accrued in monthly installments from March, 1999
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through September, 1999. Units redeemed or repurchased prior to the accrual of
the final deferred sales fee installment will have the amount of any remaining
installments deducted from the redemption or repurchase proceeds or deducted in
calculating an in-kind distribution. (This deduction will be waived in the event
of the death or disability, as defined in the Internal Revenue Code of 1986, of
an investor). The initial sales fee is equal to the aggregate sales fee less the
aggregate amount of any remaining installments of the deferred sales fee.
It is anticipated that securities will not be sold to pay the deferred sales fee
until after the date of the last installment. Investors will be at risk for
market price fluctuations in the securities from the several installment accrual
dates to the dates of actual sale of securities to satisfy this liability.
EVALUATIONS
The Trustee values the securities on each business day (i.e., any day other than
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
If the securities are listed on a national securities exchange or the Nasdaq
National Market, evaluations are generally based on closing sales prices on that
exchange or that system or, if closing sales prices are not available, at the
mean between the closing bid and offer prices.
INCOME
o The annual income per unit, after deducting estimated annual Portfolio
expenses per unit, will depend primarily upon the amount of dividends declared
and paid by the issuers of the securities and changes in the expenses of the
Portfolio and, to a lesser degree, upon the level of sales of securities.
There is no assurance that dividends on the securities will continue at their
current levels or be declared at all.
o Each unit receives an equal share of distributions of dividend income net of
estimated expenses. Because dividends on the securities are not received at a
constant rate throughout the year, any distribution may be more or less than
the amount then credited to the income account. The Trustee credits dividends
received to an Income Account and other receipts to a Capital Account. The
Trustee may establish a reserve account by withdrawing from these accounts
amounts it considers appropriate to pay any material liability. These accounts
do not bear interest.
EXPENSES
The Trustee is paid a fee monthly. It also benefits when it holds cash for the
Portfolio in non-interest bearing accounts. The Trustee may also receive
additional amounts:
o for extraordinary services and costs of indemnifying the Trustee and the
Sponsors;
o costs of actions taken to protect the Portfolio and other legal fees and
expenses;
o expenses for keeping the Portfolio's registration statement current; and
o Portfolio termination expenses and any governmental charges.
The Sponsors are currently reimbursed up to 45 cents per 1,000 units annually
for providing portfolio supervisory, bookkeeping and
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administrative services and for any other expenses properly chargeable to the
Portfolio. Legal, typesetting, electronic filing and regulatory fees and
expenses asociated with updating the Portfolio's registration statement yearly
are also now chargeable to the Portfolio. While this fee may exceed the amount
of these costs and expenses attributable to this Portfolio, the total of these
fees for all Series of Defined Asset Funds will not exceed the aggregate amount
attributable to all of these Series for any calendar year. Certain of these
expenses were previously paid for by the Sponsors.
The Trustee's and Sponsors' fees may be adjusted for inflation without
investors' approval.
The deferred sales fees you owe are paid from the Capital Account. Although we
may collect the deferred sales charge monthly, to keep Units more fully invested
we do not currently plan to pay the deferred sales charge until after the
rollover notification date.
The Sponsors will pay advertising and selling expenses at no charge to the
Portfolio. If Portfolio expenses exceed initial estimates, the Portfolio will
owe the excess. The Trustee has a lien on Portfolio assets to secure
reimbursement of Portfolio expenses and may sell securities if cash is not
available.
PORTFOLIO CHANGES
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which will affect the size
and composition of the portfolio.
We decide whether to offer units for sale that we acquire in the secondary
market after reviewing:
o diversity of the Portfolio;
o size of the Portfolio relative to its original size;
o ratio of Portfolio expenses to income; and
o cost of maintaining a current prospectus.
PORTFOLIO TERMINATION
When the Portfolio is about to terminate you will receive a notice, and you will
be unable to sell your units after that time. Unless you choose to receive an
in-kind distribution of securities, we will sell any remaining securities, and
you will receive your final distribution in cash.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling securities. This may reduce the amount you receive as
your final distribution.
NO CERTIFICATES
All investors are required to hold their Units in uncertificated form and in
'street name' by their broker, dealer or financial institution at the Depository
Trust Company.
TRUST INDENTURE
The Portfolio is a 'unit investment trust' governed by a Trust Indenture, a
contract among the Sponsors and the Trustee, which sets forth their duties and
obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.
The Sponsors and the Trustee may amend the Indenture without your consent:
o to cure ambiguities;
o to correct or supplement any defective or inconsistent provision;
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o to make any amendment required by any governmental agency; or
o to make other changes determined not to be materially adverse to your best
interest (as determined by the Sponsors).
Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Portfolio without your written consent.
The Trustee may resign by notifying the Sponsor. The Sponsors may remove the
Trustee without your consent if:
o it fails to perform its duties;
o it becomes incapable of acting or bankrupt or its affairs are taken over by
public authorities; or
o the Sponsors determine that its replacement is in your best interest.
Investors holding 51% of the units may remove the Trustee. The Trustee may
resign or be removed by the Sponsors without the consent of investors. The
resignation or removal of the Trustee becomes effective when a successor accepts
appointment. The Sponsors will try to appoint a successor promptly; however, if
no successor has accepted within 30 days after notice of resignation, the
resigning Trustee may petition a court to appoint a successor.
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
o remove it and appoint a replacement Sponsor;
o liquidate the Portfolio; or
o continue to act as Trustee without a Sponsor.
Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.
The Trust Indenture contains customary provisions limiting the liability of the
Trustee and the Sponsors.
LEGAL OPINION
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsors, has given an opinion that the units are
validly issued.
AUDITORS
Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statement of Condition included in this
prospectus.
SPONSORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
(212) 392-2222
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment
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companies) and participates as an underwriter in various selling groups.
TRUSTEE
The Bank of New York, 101 Baclay Street-- 17W, New York, New York 10268, is the
Trustee. It is supervised by the Federal Deposit Insurance Corporation, the
Board of Governors of the Federal Reserve System and New York State banking
authorities.
UNDERWRITERS' AND SPONSORS' PROFITS
Underwriters receive sales charges when they sell units. Any cash made available
by you to the Sponsors before the settlement date for those units may be used in
the Sponsors' businesses to the extent permitted by federal law and may benefit
the Sponsors.
The Sponsors or Underwriter may realize profits or sustain losses on stocks in
the Portfolio which were acquired from underwriting syndicates of which it was a
member.
Any profit or loss to the Portfolio will be effected by the receipt of
applicable sales fees and a gain or loss on subsequent deposits of securities.
In maintaining a secondary market, the Sponsors will also realize profits or
sustain losses in the amount of any difference between the prices at which it
buys units and the prices at which it resells or redeems them.
PUBLIC DISTRIBUTION
The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to sell units in any country where
units cannot lawfully be sold.
CODE OF ETHICS
Merrill Lynch, as agent for the Sponsors has adopted a code of ethics requiring
reporting of personal securities transactions by its employees with access to
information on portfolio transactions. The goal of the code is to prevent fraud,
deception or misconduct against the Portfolio and to provide reasonable
standards of conduct.
YEAR 2000 ISSUES
Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the 'Year
2000 Problem'). We do not expect that the computer system changes necessary to
prepare for the Year 2000 will cause any major operational difficulties for the
Portfolio. The year 2000 Problem may adversely affect the issuers of the
securities contained in the Portfolio, but we cannot predict whether any impact
will be material to the Portfolio as a whole.
TAXES
The following summarizes the material income tax consequences of holding Units.
It assumes that you are not a dealer, financial institution, insurance company
or other investor with special circumstances. You should consult your own tax
adviser about your particular circumstances.
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Portfolio intends to quality for special tax treatment as a regulated
investment company so that it will not be subject to federal income
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tax on the portion of its taxable income that it distributes to investors in a
timely manner.
DISTRIBUTIONS
Distributions to you of the Portfolio's dividend income and of the Portfolio's
gains from Securities it has held for one year or less will generally be taxed
to you as ordinary income, to the extent of the Portfolio's taxable income not
attributable to the Portfolio's net capital gain. Distributions to you in excess
of the Portfolio's taxable income will be treated as a return of capital and
will reduce your basis in your Units. To the extent such distributions exceed
your basis, they will be treated as gain from the sale of your Units.
Distributions to you that are treated as ordinary income will constitute
dividends for federal income tax purposes. Corporate investors may be eligible
for the 70% dividends-received deduction with respect to these distributions
(other than distributions from REITs). You should consult your tax adviser.
Distributions to you of the Portfolio's net capital gain will generally be
taxable to you as long-term capital gain, regardless of how long you have held
your Units.
GAIN OR LOSS UPON DISPOSITION
You will generally recognize capital gain or loss when you dispose of your
Units. If you receive Securities upon redemption of your Units, you will
generally recognize capital gain or loss equal to the difference between your
basis in your Units and the fair market value of the Securities received in
redemption.
If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain or loss will generally be long-term if you have held your
investment which produces the gain or loss for more than one year and short-term
if you have held it for one year or less. However, you will not be entitled to
the 20% maximum federal tax rate for gains from the sale of your units because
you will not have held them for more than one year. Because the deductibility of
capital losses is subject to limitations, you may not be able to deduct all of
your capital losses. You should consult your tax adviser in this regard.
YOUR BASIS IN THE SECURITIES
Your aggregate basis in the Units will generally be equal to the cost of your
Units, including the initial sales charge. You should not increase your basis in
your Units by deferred sales charges or organizational expenses, because the tax
reporting form and annual statements you receive will be based on the net
amounts paid to you, from which these expenses will already be deducted.
FOREIGN INVESTORS
If you are a foreign investor and you are not engaged in a U.S. trade or
business, you will generally be subject to 30% withholding tax (or a lower
applicable treaty rate) on distributions. You should consult your tax adviser
about the possible application of federal, state and local, and foreign taxes.
RETIREMENT PLANS
You may wish to purchase units for an Individual Retirement Account ('IRAs') or
other retirement plan. Generally, capital gains and income received in each of
these plans are exempt from federal taxation. All
13
<PAGE>
distributions from these types of plans are generally treated as ordinary income
but may, in some cases, be eligible for tax-deferred rollover treatment. You
should consult your attorney or tax adviser about the specific tax rules
relating to these plans. These plans are offered by brokerage firms, including
the Sponsors of this Portfolio, and other financial institutions. Fees and
charges with respect to such plans may vary.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Portfolio by
calling the Trustee. The supplemental information includes more detailed risk
disclosure and general information about the structure and operation of the
Portfolio. The supplemental information is also available from the SEC.
14
EQUITY INVESTOR FUND,
PREMIER WESTERN PORTFOLIO
DEFINED ASSET FUNDS
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders
of Equity Investor Fund,
Western Premier Portfolio
Defined Asset Funds:
We have audited the accompanying statement of condition of Equity
Investor Fund, Western Premier Portfolio Defined Asset Funds including
the portfolio, as of January 31, 1999 and the related statements of
operations and of changes in net assets for the period February 6, 1998
to January 31, 1999. 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 January 31, 1999, as shown in such portfolio, were
confirmed to us by The Bank of New York, the Trustee. An audit also
includes assessing the accounting principles used and significant
estimates made by the Trustee, as well as evaluating the overall
financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Equity
Investor Fund, Western Premier Portfolio Defined Asset Funds at
January 31, 1999 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
April 15, 1999
D - 1
<PAGE>
EQUITY INVESTOR FUND,
WESTERN PREMIER PORTFOLIO
DEFINED ASSET FUNDS
STATEMENT OF CONDITION
AS OF JANUARY 31,1999
<TABLE>
<CAPTION>
<S> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $31,734,663) (Note 1)................... $47,160,072
Dividends receivable............................ 4,994
Receivable from securities sold................. 308,177
Deferred organizational cost (Note 6)........... 47,413
_____________
Total trust property.................. 47,520,656
Less Liabilities:
Accrued expenses payable........................ $ 30,092
Organizational expense payable.................. 10,517
Advance from trustee............................ 56,883
Redemption Payable.............................. 315,260 412,752
____________ _____________
NET ASSETS, REPRESENTED BY:
30,272,211 units of fractional undivided
interest outstanding (Note 3)................. 47,103,594
Undistributed net investment income............. 4,310
____________
$47,107,904
==============
UNIT VALUE ($47,107,904/30,272,211 units)......... $1.55614
==============
</TABLE>
See Notes to Financial Statements.
D - 2
<PAGE>
EQUITY INVESTOR FUND,
WESTERN PREMIER PORTFOLIO
DEFINED ASSET FUNDS
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
February 6,
1998
to
January 31,
1999
____
<S> <C>
INVESTMENT INCOME:
Dividend income................................. $ 116,385
Trustee's fees and expenses..................... (45,365)
Sponsors' fees ................................. (12,172)
_______________
Net investment income........................... 58,848
_______________
REALIZED AND UNREALIZED GAIN ON
INVESTMENTS:
Realized gain on securities sold ............... 794,266
Unrealized appreciation of investments.......... 15,425,409
_______________
Net realized and unrealized gain on
investments................................... 16,219,675
_______________
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS................................. $16,278,523
===============
See Notes to Financial Statements.
</TABLE>
D - 3
<PAGE>
EQUITY INVESTOR FUND,
WESTERN PREMIER PORTFOLIO
DEFINED ASSET FUNDS
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
February 6,
1998
to
January 31,
1999
____
<S> <C>
OPERATIONS:
Net investment income........................... $ 58,848
Realized gain on securities sold
or redeemed.................................. 794,266
Unrealized appreciation of investments.......... 15,425,409
_____________
Net increase in net assets resulting
from operations.............................. 16,278,523
_____________
Income Distributions to Holders (Note 2)......... (64,884)
Principal Distributions to Holders............... (94,669)
_____________
Total Distributions.............................. (159,553)
CAPITAL SHARE TRANSACTIONS:
Issuance of 33,097,288 addtional units(Note 1). 35,078,783
Redemptions of 3,117,541 units (Note 5)........ (3,769,884)
Deferred sales charge.......................... (562,058)
Organnizational cost (Note 6).................. (47,413)
_____________
NET CAPITAL SHARE TRANSACTIONS.................... 30,699,428
_____________
NET INCREASE IN NET ASSETS........................ 46,818,398
NET ASSETS AT BEGINNING OF PERIOD................. 289,506
_____________
NET ASSETS AT END OF PERIOD....................... $47,107,904
=============
PER UNIT:
Income distributions during period.............. $.00210
=============
Principal distributions during period........... $.00307
=============
Net asset value at end of period................ $1.55614
=============
TRUST UNITS OUTSTANDING AT END OF PERIOD.......... 30,272,211
=============
See Notes to Financial Statements.
</TABLE>
D - 4
<PAGE>
EQUITY INVESTOR FUND,
WESTERN PREMIER PORTFOLIO
DEFINED ASSET FUNDS
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940 as a Unit
Investment Trust. The following is a summary of significant accounting
policies consistently followed by the Fund in the preparation of its
financial statements. The policies are in conformity with generally
accepted accounting principles.
(a) Securities are stated at value: for securities listed on a national
securities exchange, value is based on the closing sale price on such
exchange and, for securities not so listed, value is based on current
bid price on the over-the-counter market. Realized gains or losses on
sales of securities are determined using the first-in, first-out cost
method.
(b) The Fund is not subject to 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 also distributed
periodically.
3. NET CAPITAL
Cost of 30,272,211 units at Dates of Deposit................ $32,105,505
Sales charge including deferred sales charge................ (562,058)
Redemptions of units - cost of 3,117,541 units redeemed .... (517,446)
Realized gain on securities sold or redeemed................ 794,266
Net unrealized appreciation of investments.................. 15,425,409
Principal Distributions..................................... (94,669)
Organizational cost......................................... (47,413)
______________
Net capital applicable to Holders........................... $47,103,594
==============
D - 5
<PAGE>
EQUITY INVESTOR FUND,
WESTERN PREMIER PORTFOLIO
DEFINED ASSET FUNDS
NOTES TO FINANCIAL STATEMENTS
4. As of January 31, 1999, net unrealized appreciation of investments, based
on cost for Federal income tax purposes, aggregated $15,425,409, of which
$3,784,485 related to depreciated securities and $19,209,894 related to
appreciated securities. The aggregate cost of investment securities for
Federal income tax purposes was $31,734,663 at January 31,1999.
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.
7. DEFERRED ORGANIZATIONAL COSTS
Organizational costs have been deferred and amortized over the life of the
fund.
D - 6
<PAGE>
EQUITY INVESTOR FUND,
WESTERN PREMIER PORTFOLIO
DEFINED ASSET FUNDS
PORTFOLIO
AS OF JANUARY 31, 1999
<TABLE>
Number
<CAPTION>
of
Shares
Port- of Percentage
folio Common of Value
No. Description of Securities Stock of Fund(2) Cost(1) Market Value(1)
___ _________________________ ______ __________ ________ _______________
<S> <C> <C> <C> <C>
1 AirTouch Communications 40,400 8.27 % $ 1,938,520 $ 3,901,123
2 ALZA Corp. 28,900 3.10 1,227,070 1,461,256
3 American General Corp. 9,550 1.44 605,774 681,034
4 American International Group(8) 8,423 1.84 482,419 867,043
5 Avery Dennison Corp. 9,400 0.99 493,320 464,713
6 BMC Software, Inc.(4) 40,900 4.05 1,706,413 1,909,519
7 BankAmerica Corp.(7) 9,805 1.39 727,761 655,709
8 Callaway Golf Co. 6,300 0.15 165,909 69,300
9 Cisco Systems(3) 46,125 10.91 2,130,103 5,145,820
10 Clorox Company, The 10,100 2.68 880,505 1,263,763
11 Coastal Corp., The(4) 20,500 1.30 681,342 611,156
12 Dell Computer Corp.(5) 83,400 17.68 2,955,547 8,340,000
13 ENSCO International 20,100 0.40 550,361 189,694
14 Franklin Resources, Inc. 8,800 0.63 466,971 294,800
15 Gap, Inc.(3) 15,225 2.07 485,520 977,255
16 Halliburton Co. 20,500 1.29 984,000 608,594
17 Intel Corp. 10,050 3.00 794,372 1,416,422
18 Mattel Inc. 10,250 0.49 426,659 232,547
19 Microsoft Corp.(4) 20,200 7.50 1,751,887 3,535,000
20 Microchip Technology 31,450 1.93 765,963 908,119
21 Nike, Inc. 10,450 1.01 473,613 478,088
22 Oracle Corp. 61,850 7.26 1,694,984 3,424,944
23 Safeway Inc.(4) 19,800 2.36 730,021 1,111,275
24 Schlumberger Ltd.(6) 23,468 2.37 1,244,161 1,117,664
25 Service Corp International 31,150 1.05 1,287,970 494,506
26 Solectron Corp. 31,050 5.86 1,318,956 2,765,391
27 Southwest Airlines(3) 14,725 0.84 288,778 395,734
28 Sysco Corp.(4) 21,200 1.22 525,259 577,700
</TABLE>
D - 7
<PAGE>
EQUITY INVESTOR FUND,
WESTERN PREMIER PORTFOLIO
DEFINED ASSET FUNDS
PORTFOLIO
AS OF JANUARY 31, 1999
<TABLE>
Number
<CAPTION>
of
Shares
Port- of Percentage
folio Common of Value
No. Description of Securities Stock of Fund(2) Cost(1) Market Value(1)
___ _________________________ ______ __________ ________ _______________
<S> <C> <C> <C> <C>
29 Tidewater Inc. 9,050 0.41 % $ 384,878 $ 195,706
30 Varco International 73,650 1.14 1,844,108 538,566
31 Wal-Mart Stores, Inc. 10,050 1.83 516,584 864,300
32 Watson Pharmaceutical, Inc. 30,450 3.54 1,204,935 1,663,331
--------- ------------- -------------
Totals 100.00 % $31,734,663 $47,160,072
========= ============= =============
</TABLE>
Notes:
(1) See Notes to Financial Statements.
(2) Based on value
(3) Received 3 for 2 stock split
(4) Received 2 for 1 stock split
(5) Received two 2 for 1 stock splits
(6) Received 1.18 shares for each share of Camco International Inc.
(7) Received 1.1316 shares for each share of BankAmerica Corp.
(8) Received 0.855 share for each share of SunAmerica Inc.
D - 8
<PAGE>
<PAGE>
Defined
Asset FundsSM
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most WESTERN PREMIER PORTFOLIO
recent free Information (A Unit Investment Trust)
Supplement that gives more ---------------------------------------
details about the Fund, This Prospectus does not contain
by calling: complete information about the
The Bank of New York investment company filed with the
1-800-221-7771 Securities and Exchange Commission in
Washington, D.C. under the:
o Securities Act of 1933 (file no.
333-41757) and
o Investment Company Act of 1940 (file
no. 811-3044).
TO OBTAIN COPIES AT PRESCRIBED RATES--
WRITE: Public Reference Section of the
Commission
450 Fifth Street, N.W., Washington,
D.C. 20549-6009
CALL: 1-800-SEC-0330.
VISIT: http://www.sec.gov.
---------------------------------------
No person is authorized to give any
information or representations about
this Fund not contained in this
Prospectus or the Information
Supplement, and you should not rely on
any other information.
---------------------------------------
When units of this Fund are no longer
available, this Prospectus may be used
as a preliminary prospectus for a
future series, but some of the
information in this Prospectus will be
changed for that series.
Units of any future series may not be
sold nor may offers to buy be accepted
until that series has become effective
with the Securities and Exchange
Commission. No units can be sold in any
State where a sale would be illegal.
11365--4/99
