<PAGE>
DEFINED ASSET FUNDSSM
- --------------------------------------------
- ----------------------------------
EQUITY INVESTOR FUND
COHEN & STEERS
REALTY MAJORSSM PORTFOLIO
(A UNIT INVESTMENT TRUST)
O DIVERSIFICATION
O PROFESSIONAL SELECTION
O OPTIONAL REINVESTMENT OF CASH DISTRIBUTIONS
O MONTHLY INCOME
SPONSORS: -------------------------------------------------
Merrill Lynch, The Securities and Exchange Commission has not
Pierce, Fenner & Smith approved or disapproved these Securities or
Incorporated passed upon the adequacy of this prospectus. Any
Salomon Smith Barney Inc. representation to the contrary is a criminal
PaineWebber Incorporated offense.
Dean Witter Reynolds Inc. Prospectus dated July 13, 1999.
<PAGE>
- --------------------------------------------------------------------------------
Defined 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, equity portfolios 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 and 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, MARCH
31, 1999.
CONTENTS
PAGE
-----------
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
REIT Taxation Risk................................... 7
Litigation and Legislation Risks..................... 7
Selling or Exchanging Units............................. 7
Sponsor's Secondary Market........................... 7
Selling Units to the Trustee......................... 8
Exchange Option...................................... 8
How The Fund Works...................................... 9
Pricing.............................................. 9
Evaluations.......................................... 9
Income............................................... 9
Expenses............................................. 9
Portfolio Changes.................................... 10
Portfolio Termination................................ 10
No Certificates...................................... 10
Trust Indenture...................................... 10
Legal Opinion........................................ 11
Auditors............................................. 11
Sponsor.............................................. 11
Trustee.............................................. 11
Underwriters' and Sponsor's Profits.................. 11
Public Distribution.................................. 12
Code of Ethics....................................... 12
Year 2000 Issues..................................... 12
Advertising and Sales Literature..................... 12
Taxes................................................... 12
Supplemental Information................................ 14
2
<PAGE>
- --------------------------------------------------------------------------------
RISK/RETURN SUMMARY
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
The Portfolio seeks total return through capital
appreciation and high current income by investing for
approximately two years in a fixed portfolio of publicly
traded equity real estate investment trusts.
You can participate in the Portfolio by purchasing units.
Each unit represents an equal share of the stocks in the
Portfolio and receives an equal share of income
distributions.
2. WHAT IS THE PORTFOLIO'S INVESTMENT STRATEGY?
o The Portfolio contains 29 equity REITs chosen by the
Sponsor from a list sof REITs provided by a professional
REIT consultant, Cohen & Steers Capital Management, Inc. In
selecting those REITs it identified as among the leading
companies in the industry, Cohen & Steers considered the
following factors among others:
-- market capitalization;
-- debt to equity ratios;
-- trading volume;
-- long-term prospects considering the projected three-year
life of the Portfolio;
-- growth potential in funds from operations and dividends;
and
-- leadership across multiple markets.
o We also considered liquidity, yield, diversification by
REIT category and geographic location and availability of
REIT shares to the Sponsor.
o In the opinion of the Sponsor as of the initial date of
deposit (April 23, 1998) these REITs were among the leading
companies in the various sectors of the REIT industry.
o Over the long-term, REITs tend to be a hedge against
inflation, and have historically demonstrated a low
correlation to price movements of major indices.
o Investing in the Portfolio rather than in only one or two
of the underlying REITs is a way to diversify your
investment, even though 100% of the Portfolio is invested
in a single industry.
The Portfolio plans to hold the stocks in the Portfolio for
about two more years. At the end of approximately two
years, we will liquidate the Portfolio and select a new
portfolio, if available.
3. WHAT REAL ESTATE SECTORS ARE REPRESENTED IN THE PORTFOLIO?
The Portfolio contains REITs in the following real estate
sectors:
APPROXIMATE
PORTFOLIO
PERCENTAGE
o Office 22%
o Retail 24
o Diversified 4
o Office/Industrial 13
o Apartment 16
o Manufactured Home 3
o Healthcare 5
o Storage 5
o Industrial 8
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE PORTFOLIO. THIS CAN
HAPPEN FOR VARIOUS REASONS, INCLUDING:
o The Portfolio is considered to be 'concentrated' in the
real estate industry and is subject to certain risks
associated with ownership of real estate generally and the
value of REITs in particular.
-- The REIT market has undergone considerable growth and
change in recent years with the transformation from
private to public ownership of real estate. Significant
developments affecting REITs, which are generally
disclosed in periodic reports filed by the REITs under
the federal securities laws, are expected to continue.
o There can be no assurance that the issuers of the
underlying securities will pay dividends.
o Stock prices can be volatile.
o Share prices and dividend yields may decline during the
life of the Portfolio.
o The Portfolio may continue to hold the REITs originally
selected even though their market value or yield may have
changed.
3
<PAGE>
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want total return through capital appreciation
and current income. 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 REIT
investment. It may not be appropriate for you if you are
seeking preservation of capital.
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 UNIT
-----------
$ 0.70
Trustee's Fee
$ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses)
$ 0.22
Organization Costs
$ 1.60
REIT Consultant's Fee
$ 0.16
Other Operation Expenses
-----------
$ 3.13
TOTAL
The Sponsor historically paid organization costs and
updating expenses.
INVESTOR FEES
3.50%
Maximum Sales Fee (Load) on new purchases
(as a percentage of $1,000 invested)
You will pay an up-front sales fee of approximately 3.50%.
The maximum sales fees are as follows:
YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
----------------------------------- -----------------
Less than $250,000 3.50%
$250,000-$499,999 3.00%
$500,000-$749,999 2.25%
$750,000-$999,999 1.50%
$1,000,000 or more 1.00%
7. IS THE PORTFOLIO MANAGED?
Unlike a mutual fund, the Portfolio is not managed and
securities are not sold because of market changes. The
Sponsor monitors the portfolio and may instruct the Trustee
to sell securities under certain limited circumstances.
8. HOW DO I BUY UNITS?
You can buy units from the Sponsor and other
broker-dealers. The Sponsor is listed later in this
prospectus. Some banks may offer units for sale through
special arrangements with the Sponsor, although certain
legal restrictions may apply. Employees of the Sponsor and
Sponsor affiliates and non-employee directors of the
Sponsor may purchase Units at a reduced sales charge.
The minimum investment is $250.
UNIT PRICE PER 1,000 UNITS $858.84
(as of March 31, 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.
10. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays distributions of any dividend income, net of
expenses, on the 25th of each month, if you own units on
the 10th of those months. For tax purposes, you will be
considered to have received all the dividends paid on your
pro rata portion of each security in the Portfolio when
those dividends are received by the Portfolio even though a
portion of the dividend payments may be used to pay
Portfolio expenses and regardless of when you receive
Portfolio distributions and whether you reinvest your
dividends in the Portfolio.
4
<PAGE>
11. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You may choose to reinvest your distributions into
additional units of the Portfolio. 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.
5
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any income it has received monthly during its
life. Because dividends are not received at a constant rate through the year,
individual income payments can fluctuate. Your monthly income distribution will
be an amount, computed monthly by the Trustee, substantially equal to 1/12 of
your pro rata portion of the estimated annual income to the Portfolio, net of
expenses. Other reasons your income may vary are:
o changes in the Portfolio because of additional securities purchases or
sales;
o a change 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 a notice from the Trustee if new equity securities are deposited in exchange
or substitution for equity securities originally deposited;
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 request audited financial statements of the Portfolio from the Trustee.
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, the
Portfolio is said to be 'concentrated' in that industry, which makes the
Portfolio less diversified.
Many factors can have an adverse impact on the performance of a particular REIT,
its cash available for distribution, the credit quality of a particular REIT or
the real estate industry generally. Risks associated with the direct ownership
of real estate include, among other factors:
o general and local economic conditions;
o decline in real estate values;
o the financial health of tenants;
o overbuilding and increased competition for tenants;
o oversupply of properties for sale, changing demographics, changes in
interest rates, changes in government regulations, faulty construction;
o changes in neighborhood values;
o the unavailability of construction financing or mortgage loans at rates
acceptable to developers.
o Variations in rental income and space availability and vacancy rates in
terms of supply and demand are additional factors affecting real estate
generally and REITs in particular.
o E-commerce though the internet may have an adverse impact on retail sales
of tenants of retail shopping centers and to a lesser extent, regional
malls.
o The financial condition of some tenants of healthcare REITs have been
adversely affected by the balanced budget
6
<PAGE>
amendment of 1997 which reduced medicare reimbursement levels.
o REITs may not be diversified and are subject to;
-- the risks of financing projects;
-- defaults by borrowers;
-- self-liquidation; and
-- the market's perception of the REIT industry generally.
o Certain REITs in the Portfolio may be structured as UPREITs. This form of
REIT owns an interest in a partnership that owns real estate, which can
result in a potential conflict of interest between shareholders who may
want to sell an asset and partnership interest holders who would be subject
to tax liability if the REIT sells the property.
o In some cases, REITs have entered into 'no sell' agreements, which are
designed to avoid a taxable event to the holders of partnership units by
preventing the REIT from selling the property. This kind of arrangement
could mean that the REIT would refuse a lucrative offer for an asset or be
forced to hold on to a poor asset. Because 'no sell' agreements are often
undisclosed, the Sponsor is unable to state whether any of the REITs in
the Portfolio have entered into this kind of arrangement.
REIT TAXATION RISK
Each REIT in which the Portfolio invests will have stated its intention to be
treated as a 'real estate investment trust.' However, we cannot assure you that
the REITs have complied or will comply with the numerous requirements necessary
for a REIT to qualify as a 'real estate investment trust.' If a REIT fails to so
qualify, its taxable income will be subject to a regular corporate tax, and it
will not be eligible for a treatment as a REIT for the next four taxable years.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Portfolio.
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.
SPONSORS' SECONDARY MARKET
While we are not obligated to do so, we will buy back units at net asset value.
We may resell the units to other buyers or to the Trustee.
7
<PAGE>
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, the agent for the Sponsor 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 $1,000,000, 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 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.
EXCHANGE OPTION
You may exchange units of this Portfolio for units of certain other Defined
Asset Funds at a reduced sales fee any time before this Portfolio terminates. 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 at any time without
notice.
8
<PAGE>
HOW THE FUND WORKS
PRICING
Units are charged an initial and sales fee of 3.50%.
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 purchases of additional
securities and sales of securities. There is no assurance that dividends on
the securities will continue at their current levels or be declared at all.
o Each unit receives an equal share of distributions of dividend income net of
estimated expenses. Each investor's monthly income distribution will equal
approximately one-twelfth of the investor's pro rata share of the estimated
annual income to the Income Account, after deducting 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
Sponsor;
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 Sponsor is currently reimbursed up to 45 cents per 1,000 units annually for
providing portfolio supervisory, bookkeeping and administrative services and for
any other expenses properly chargeable to the Portfolio. Legal, typesetting,
electronic filing and regulatory filing fees and expenses associated 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
9
<PAGE>
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 Sponsor.
The Trustee's and Sponsor's fees may be adjusted for inflation without
investors' approval.
The Sponsor 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
The Portfolio will terminate by May 29, 2001. 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 between the Sponsor 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 Sponsor and the Trustee may amend the Indenture without your consent:
o to cure ambiguities;
o to correct or supplement any defective or inconsistent provision;
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 Sponsor).
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.
10
<PAGE>
The Trustee may resign by notifying the Sponsor. The Sponsor 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 Sponsor determines 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 Sponsor without the consent of investors. The
resignation or removal of the Trustee becomes effective when a successor accepts
appointment. The Sponsor 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.
If the Sponsor 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.
The Trust Indenture contains customary provisions limiting the liability of the
Trustee and the Sponsor.
LEGAL OPINION
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsor, 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.
SPONSOR
The Sponsor is:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
The Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer the
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
TRUSTEE
The Chase Manhattan Bank Unit Investment Trust Department, 4 New York Plaza--6th
Floor, New York, New York 10004, 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 SPONSOR'S PROFITS
Underwriters receive sales charges when they sell units. Any cash made available
by you to the Sponsor before the settlement date for those units may be used in
the Sponsor's businesses to the extent permitted by federal law and may benefit
the Sponsor.
11
<PAGE>
In maintaining a secondary market, the Sponsor will 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 or redeem them.
PUBLIC DISTRIBUTION
During the initial offering period, units will be distributed to the public by
the Sponsor and dealers who are members of the National Association of
Securities Dealers, Inc.
Dealers will be entitled to a concession of 2.75% of the unit price.
The Sponsor does 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
The Sponsor, 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.
ADVERTISING AND SALES LITERATURE
Advertising and sales literature may include brief descriptions of the principal
businesses of the companies represented in the Portfolio and the research
analysis of why they were selected.
TAXES
The following summary describes some of the important income tax consequences of
holding units. It assumes that you are not a dealer in securities, financial
institution, insurance company or other investor with special circumstances. You
should consult your own tax adviser about your particular circumstances.
In the opinion of our counsel, under existing law:
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Portfolio will not be taxed as a corporation for federal income tax
purposes, and you will be considered to own directly your share of each Security
in the Portfolio.
You will be considered to receive your share of any dividends paid when those
dividends are received by the Portfolio. Distributions that are made out of the
REIT's earnings and profits will be taxable to you as ordinary income except to
the extent that the REIT designates any distribution as a capital gain dividend.
Corporate investors will not qualify for the dividends-received deduction. You
should consult your tax adviser in this regard.
12
<PAGE>
GAIN OR LOSS UPON DISPOSITION
You will generally recognize gain or loss when you dispose of your units for
cash (by sale or redemption) or when the Trustee disposes of the securities in
the Portfolio. You generally will not recognize gain or loss on an 'in-kind'
distribution to you of your proportional share of the Portfolio securities
whether it is in redemption of your units or upon termination of the Portfolio.
Your holding period for the distributed securities will include your holding
period in your units.
If you elect to roll over your investment in the Portfolio, you will not
recognize gain or loss on your units except to the extent that your share of the
securities in the Portfolio is sold and the proceeds are paid to you. Your basis
in the securities that are rolled over into a new portfolio will be the same as
the portion of your basis in your units which was attributable to the rolled
over securities.
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 from the Portfolio will be long-term if you are considered
to have held your investment which produces the gain or loss for more than one
year and short-term otherwise. 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 TAX BASIS IN THE SECURITIES
Your aggregate tax basis in units that you have purchased for cash will be equal
to the cost of the units, including the sales fee. Your aggregate tax basis in
units that you hold as a result of a rollover from an earlier portfolio will
equal your basis in securities that have been rolled over from the previous
portfolio plus the proceeds (other than proceeds that were paid to you) from the
sale of securities from the portfolio which were not rolled over. You should not
increase your basis in your units by deferred sales charges or organizational
expenses. Your basis for securities distributed to you will be the same as the
portion of your basis in your units that is attributable to the distributed
securities. 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.
EXPENSES
If you are an individual who itemizes deductions, you may deduct your share of
Portfolio expenses, but only to the extent that your share of the expenses,
together with your other miscellaneous deductions, exceeds 2% of your adjusted
gross income. Your ability to deduct Portfolio expenses will be limited further
if your adjusted gross income exceeds a specified amount (currently, $126,600 or
$63,300 for a married person filing separately).
STATE AND LOCAL TAXES
Under the income tax laws of the State and City of New York, the Portfolio will
not be taxed as a corporation, and the income of the Portfolio will be treated
as the income of the investors in the same manner as for federal income tax
purposes.
FOREIGN INVESTORS
If you are a foreign investor and you are not engaged in a U.S. trade or
business, you
13
<PAGE>
generally will be subject to 30% withholding tax (or a lower applicable treaty
rate) on distributions. Under the Foreign Investors in Real Property Tax Act of
1980, you may be subject to a 35% withholding tax on the portion of any
distribution that is designated as a capital gain dividend. The Trustee may
withhold more than the amount of tax actually due because the Trustee may not
have sufficient information to determine at the time of the receipt of a
distribution the portions of that distribution that will constitute ordinary
income, capital gain and return of capital. 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 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
<PAGE>
EQUITY INVESTOR FUND, COHEN & STEERS
REALTY MAJORS PORTFOLIO, DEFINED ASSET FUNDS
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders
of Equity Investor Fund, Cohen & Steers
Realty Majors Portfolio, Defined Asset Funds:
We have audited the accompanying statement of condition of Equity Investor Fund,
Cohen & Steers Realty Majors Portfolio, Defined Asset Funds, including the
portfolio, as of March 31, 1999 and the related statements of operations and of
changes in net assets for the period April 24, 1998 to March 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
March 31, 1999, as shown in such portfolio, were confirmed to us by The Chase
Manhattan Bank, 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, Cohen &
Steers Realty Majors Portfolio, Defined Asset Funds at March 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.
DELOITTE & TOUCHE
New York, N.Y.
June 3, 1999
D-1
<PAGE>
EQUITY INVESTOR FUND, COHEN & STEERS
REALTY MAJORS PORTFOLIO, DEFINED ASSET FUNDS
<TABLE>
STATEMENT OF CONDITION
AS OF MARCH 31, 1999
<S> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $734,000,013) (Note 1) $603,863,451
Dividends receivable 4,799,100
Proceeds receivable for securities sold 6,028,918
Cash 5,393,707
Deferred organization costs (Note 5) 440,159
Total trust property 620,525,335
LESS LIABILITIES:
Redemptions payable $ 11,589,395
Accrued fees and expenses 422,114
Other liabilities (Note 5) 660,238 12,671,747
NET ASSETS, REPRESENTED BY:
733,295,507 units of fractional undivided interest
outstanding (Note 3) 602,259,610
Undistributed net investment income 5,593,978 $607,853,588
UNIT VALUE ($607,853,588 / 733,295,507 units) $0.82893
See Notes to Financial Statements.
</TABLE>
D-2
<PAGE>
EQUITY INVESTOR FUND, COHEN & STEERS
REALTY MAJORS PORTFOLIO, DEFINED ASSET FUNDS
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
April 24,
1998 to
March 31,
1999
<S> <C>
INVESTMENT INCOME:
Dividend income $ 50,073,517
Trustee's fees and expenses (2,158,303)
Sponsors' fees (473,145)
Net investment income 47,442,069
REALIZED AND UNREALIZED LOSS ON INVESTMENTS:
Realized loss on securities sold (36,526,829)
Unrealized depreciation of investments (130,136,562)
Net realized and unrealized loss on investments (166,663,391)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $(119,221,322)
See Notes to Financial Statements.
</TABLE>
D-3
<PAGE>
EQUITY INVESTOR FUND, COHEN & STEERS
REALTY MAJORS PORTFOLIO, DEFINED ASSET FUNDS
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
April 24,
1998 to
March 31,
1999
<S> <C>
OPERATIONS:
Net investment income $ 47,442,069
Realized loss on securities sold (36,526,829)
Unrealized depreciation of investments (130,136,562)
Net decrease in net assets resulting from operations (119,221,322)
DISTRIBUTIONS TO HOLDERS (Note 2)
Income (40,731,918)
Principal (1,080,902)
Total distributions (41,812,820)
CAPITAL SHARE TRANSACTIONS:
Issuance of 1,000,000,027 units 1,000,000,028
Redemption of 267,065,717 units (231,254,853)
Deferred organizational costs (220,079)
Net capital share transactions 768,525,096
NET INCREASE IN NET ASSETS 607,490,954
NET ASSETS AT BEGINNING OF PERIOD 362,634
NET ASSETS AT END OF PERIOD $ 607,853,588
PER UNIT:
Income distributions during period $0.04493
Principal distributions during period $0.00110
Net asset value at end of period $0.82893
TRUST UNITS OUTSTANDING AT END OF PERIOD 733,295,507
See Notes to Financial Statements.
</TABLE>
D-4
<PAGE>
EQUITY INVESTOR FUND, COHEN & STEERS
REALTY MAJORS 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 market value; for securities listed on a
national securities exchange value is based on the closing sale price
on such exchange and, for securities not so listed, value is based on
the current bid price on the over the counter market. The value of
securities on April 24, 1998 was based upon valuations at April 22,
1998, the day prior to the Date of Deposit. Cost of securities at
April 24, 1998 was also based on such valuations. Gains or losses on
sales of securities are computed using the first-in, first-out method.
(b) The Fund is not subject to income taxes. Accordingly, no provision
for such taxes is required.
(c) Income is recognized on the ex-dividend date.
2. DISTRIBUTIONS
A distribution of net investment income is made to Holders each month.
Receipts other than dividends, after deductions for redemptions and
applicable expenses, are also distributed periodically.
3. NET CAPITAL
Cost of 733,295,507 units at Date of Deposit $733,296,561
Redemptions of units - net cost of 267,065,717 units
redeemed less redemption amounts 36,927,421
Principal distributions (1,080,902)
Deferred organizational costs (220,079)
Realized loss on securities sold (36,526,829)
Net unrealized depreciation of investments (130,136,562)
Net capital applicable to Holders $602,259,610
4. INCOME TAXES
As of March 31, 1999, net unrealized depreciation of investments, based on
cost for Federal income tax purposes, aggregated $130,136,562 of which
$774,079 related to appreciated securities and $130,910,641 related to
depreciated securities. The cost of the investment securities for Federal
income tax purposes was $734,000,013 at March 31, 1999.
5. DEFERRED ORGANIZATION COSTS
Deferred organization costs are being amortized over the life of the Fund.
Included in "Other Liabilities" in the accompanying Statement of Condition
is $660,238 payable to the Trustee for reimbursement of costs related to
the organization of the Trust.
D-5
<PAGE>
EQUITY INVESTOR FUND, COHEN & STEERS
REALTY MAJORS PORTFOLIO, DEFINED ASSET FUNDS
PORTFOLIO
AS OF MARCH 31, 1999
<TABLE>
<CAPTION>
Number of Current Annual
Shares of Percentage or Indicated Cost of
Portfolio No. and Title of Common of Dividend Securities
Securities Stock Fund(3) Per Share(2) to Fund Value(1)
<C> <S> <C> <C> <C> <C> <C>
1 Arden Realty, Inc. 809,398 2.98% $1.78 $ 22,966,668 $ 18,009,105
2 Avalonbay Communities, Inc. (4) 905,242 4.74 2.04 33,833,419 28,628,278
3 CarrAmerica Realty Corporation 859,687 3.14 1.85 25,521,958 18,966,844
4 Cresent Real Estate Equities Company 994,942 3.54 2.20 33,890,212 21,391,253
5 Developers Diversified Realty
Corporation (5) 973,775 2.31 1.40 19,384,209 13,937,155
6 Duke Realty Investments, Inc. 1,111,023 3.96 1.36 26,664,552 23,886,995
7 Equity Office Properties Trust 1,328,619 5.60 1.48 37,948,680 33,796,746
8 Equity Residential Properties Trust 688,679 4.70 2.84 33,831,356 28,408,009
9 First Industrial Realty Trust, Inc. 908,045 3.60 2.40 29,624,969 21,736,327
10 Health Care Property Investors, Inc. 509,773 2.43 2.72 17,873,915 14,655,974
11 Highwoods Properties, Inc. 786,678 3.07 2.16 26,648,718 18,536,100
12 Kimco Realty Corporation 609,718 3.72 2.28 22,102,278 22,483,351
13 Macerich Company 705,274 2.65 1.94 19,439,114 16,000,904
14 Mack - Call Realty Corporation 723,920 3.52 2.20 26,649,305 21,265,150
15 Manufactured Home Communities, Inc. 763,458 3.03 1.55 19,420,463 18,322,992
16 Nationwide Health Properties, Inc. 763,704 2.40 1.80 17,851,581 14,510,376
17 Post Properties, Inc. 834,661 4.98 2.80 33,855,937 30,047,796
18 Public Storage, Inc. 1,152,972 4.77 0.88 35,093,585 28,824,300
19 Reckson Associates Realty Corp. 797,369 2.71 1.35 19,435,870 16,395,900
20 Reckson Service Industries (6) 87,529 0.07 875 393,881
21 Rouse Company 1,088,250 4.00 1.20 33,871,781 24,145,547
22 Prologis Trust (7) 1,088,053 3.69 1.27 26,657,299 22,305,087
23 Archstone Communities (8) 1,492,482 4.97 1.48 33,860,686 30,036,200
24 Simon Property Group, Inc. (9) 1,044,413 4.75 2.02 33,878,147 28,656,082
25 Spieker Properties, Inc. 849,010 4.96 2.44 33,854,274 29,927,601
26 Taubman Centers, Inc. 1,473,998 2.99 0.96 19,438,348 18,056,476
27 TriNet Corporate Realty Trust, Inc. 465,364 1.96 2.60 16,578,592 11,808,612
28 Vornado Operating (10) 52,121 0.05 416,967 312,726
29 Vornado Realty Trust 823,701 4.71 1.76 33,406,255 28,417,684
TOTAL 100.00% $734,000,013 $603,863,451
(1) See notes to financial statements.
(2) Based on latest quarterly of semi-annual ordinary dividend declared.
(3) Based on value.
(4) Includes 1 for 1 merger of Avalon Properties with Bay Apartment Communities
(5) Includes 2 for 1 stock split.
(6) Includes 1 for 12.5 stock spinoff from Reckson Associates
(7) Formerly known as Security Capital Industrial
(8) Formerly known as Security Capital Pacific
(9) Formerly known as Simon DeBartolo Group
(10) Includes 1 for 20 stock spinoff from Vornado Realty
</TABLE>
D-6
<PAGE>
D-7
<PAGE>
Defined
Asset FundsSM
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most COHEN & STEERS
recent free Information REALTY MAJORSSM PORTFOLIO
Supplement that gives more (A Unit Investment Trust)
details about the Fund, ---------------------------------------
by calling: This Prospectus does not contain
The Chase Manhattan Bank complete information about the
1-800-323-1508 investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
o Securities Act of 1933 (file no.
333-45433) 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.
70071--8/99
