<PAGE>
DEFINED ASSET FUNDSSM
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EQUITY INVESTOR FUND
CONCEPT SERIES
ENERGY PORTFOLIO 1999 SERIES
(A UNIT INVESTMENT TRUST)
O TOTAL RETURN FROM:
-- CAPITAL APPRECIATION
-- CURRENT DIVIDEND INCOME
O PROFESSIONAL SELECTION
O OPTIONAL REINVESTMENT OF CASH DISTRIBUTIONS
-------------------------------------------------
SPONSORS: The Securities and Exchange Commission has not
Merrill Lynch, approved or disapproved these Securities or
Pierce, Fenner & Smith passed upon the adequacy of this prospectus. Any
Incorporated representation to the contrary is a criminal
PaineWebber Incorporated offense.
Dean Witter Reynolds Inc. Prospectus dated October 22, 1999.
<PAGE>
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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.
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..................... 7
SELLING OR EXCHANGING UNITS............................. 7
SPONSORS' SECONDARY MARKET........................... 7
SELLING UNITS TO THE TRUSTEE......................... 8
ROLLOVER/EXCHANGE OPTION............................. 8
HOW THE FUND WORKS...................................... 9
PRICING.............................................. 9
EVALUATIONS.......................................... 9
INCOME............................................... 10
EXPENSES............................................. 10
PORTFOLIO CHANGES.................................... 11
PORTFOLIO TERMINATION................................ 11
NO CERTIFICATES...................................... 11
TRUST INDENTURE...................................... 11
LEGAL OPINION........................................ 12
AUDITORS............................................. 12
SPONSORS............................................. 12
TRUSTEE.............................................. 13
UNDERWRITERS' AND SPONSORS' PROFITS.................. 13
PUBLIC DISTRIBUTION.................................. 13
CODE OF ETHICS....................................... 13
YEAR 2000 ISSUES..................................... 13
ADVERTISING AND SALES LITERATURE..................... 14
TAXES................................................... 14
SUPPLEMENTAL INFORMATION................................ 15
FINANCIAL STATEMENTS.................................... 16
REPORT OF INDEPENDENT ACCOUNTANTS.................... 16
STATEMENT OF CONDITION............................... 16
2
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RISK/RETURN SUMMARY
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
The objective of this Portfolio is capital appreciation by
investing for a period of approximately two years in a
fixed portfolio of common stocks in the energy sector.
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 any dividend
income.
2. WHAT IS THE PORTFOLIO'S INVESTMENT STRATEGY?
The Portfolio contains 34 stocks in the energy sector.
Analysts from the Defined Asset Funds Research Group
consider the stocks to be among the most attractive in this
sector.
The energy companies selected for the Portfolio have one or
more of the following characteristics:
o improved earnings from rising energy production;
o industry leadership with attractive finances;
o track record of successful management through past industry
downturn or cycles;
o consolidation forming 'Super Majors' should bring benefits
to survivors;
o extensive industry vertical integration with few first tier
companies; and
o undervalued stock prices relative to previous cycles.
The Portfolio plans to hold the stocks in the Portfolio for
about two years. At the end of approximately two years, we
will liquidate the Portfolio and may select a new
portfolio.
3. WHAT INDUSTRIES ARE REPRESENTED IN THE PORTFOLIO?
Based upon the principal business of each issuer and
current market values, the Portfolio represents the
following sectors of the energy industry:
APPROXIMATE
PORTFOLIO
PERCENTAGE
o U.S. Based International Integrated 21%
o Exploration & Production 18
o Diversified Natural Gas 17
o Oil Services & Equipment 15
o Domestic Integrated 14
o International Integrated 12
o Refiners & Marketers 3
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, and energy stocks can be
particularly volatile.
o Share prices may decline during the life of the Portfolio.
o Because the Portfolio is concentrated in energy stocks,
adverse developments in this industry may affect the value
of your units. These risks are discussed later in the
prospectus under Concentration Risk.
o The Portfolio may continue to purchase or hold the stocks
originally selected even though their market value or yield
may have changed.
o The Portfolio does not reflect any investment
recommendations of the Sponsors, and any one or more of the
stocks in the Portfolio may, from time to time, be subject
to sell recommendations from one or more of the Sponsors.
3
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Defined Portfolio
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Equity Investor Fund
Concept Series
Energy Portfolio 1999 Series
Defined Asset Funds
<TABLE>
<CAPTION>
PRICE
CURRENT PER SHARE
TICKER PERCENTAGE DIVIDEND TO COST
NAME OF ISSUER SYMBOL OF PORTFOLIO (1) YIELD (2) PORTFOLIO TO PORTFOLIO (3)
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<S> <C> <C> <C> <C> <C>
1. Amerada Hess Corporation AHC 3.68% 1.05% $ 57.0000 $ 11,400.00
2. Anadarko Petroleum Corporation APC 2.55 0.66 30.3125 7,881.25
3. Apache Corporation APA 2.09 0.69 40.5000 6,480.00
4. Baker Hughes, Inc. BHI 2.33 1.60 28.8125 7,203.13
5. BP Amoco Plc+ BPA 2.59 2.39 57.3750 8,032.50
6. Burlington Resources, Inc. BR 2.07 1.50 36.6250 6,409.38
7. Chevron Corporation CHV 5.99 2.63 92.6875 18,537.50
8. The Coastal Corporation CGP 3.59 0.62 40.4375 11,120.31
9. Conoco, Inc. (Class B) COC/B 4.65 2.77 27.4375 14,404.69
10. El Paso Energy Corporation EPG 3.66 1.94 41.2500 11,343.75
11. Enron Corporation ENE 3.40 1.31 38.2500 10,518.75
12. ENSCO International, Inc. ESV 2.39 0.51 19.7500 7,406.25
13. EOG Resources, Inc. EOG 2.49 0.56 21.3750 7,695.00
14. Exxon Corporation XON 5.53 2.16 76.0625 17,114.06
15. Halliburton Company HAL 2.40 1.34 37.1875 7,437.50
16. Helmerich & Payne, Inc. HP 2.45 1.15 24.4375 7,575.63
17. Noble Affiliates, Inc. NBL 2.40 0.62 25.6250 7,431.25
18. Phillips Petroleum Company P 3.43 2.88 47.2500 10,631.25
19. Questar Corporation STR 3.50 3.76 18.0625 10,837.50
20. Repsol-YPF, S.A.+ REP 2.45 2.35 20.2500 7,593.75
21. Royal Dutch Petroleum Company+ RD 2.41 2.65 59.8125 7,476.56
22. Sante Fe International
Corporation SDC 2.27 0.65 20.1250 7,043.75
23. Schlumberger Limited* SLB 2.86 1.27 59.1250 8,868.75
24. Shell Transport & Trading
Company+ SC 2.33 3.26 45.1250 7,220.00
25. Sunoco, Inc. SUN 1.36 4.16 24.0625 4,210.94
26. Texaco, Inc. TX 5.04 2.89 62.3750 15,593.75
27. Tosco Corporation TOS 1.53 1.12 24.9375 4,738.13
28. Total Fina, S.A.+ TOT 2.57 1.60 63.7500 7,968.75
29. Transocean Offshore, Inc. RIG 2.27 0.43 28.0625 7,015.63
30. Union Pacific Resources Group,
Inc. UPR 2.60 1.37 14.6250 8,043.75
31. Unocal Corporation UCL 3.16 2.25 35.6250 9,796.88
32. USX-Marathon Group MRO 3.23 2.93 28.6250 10,018.75
33. Vastar Resources, Inc. VRI 1.44 0.51 59.3750 4,453.13
34. Williams Companies, Inc. WMB 3.29 1.76 34.0000 10,200.00
----------------- -----------------
100.00% $ 309,702.22
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</TABLE>
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(1) Based on Cost to Portfolio.
(2) Current Dividend Yield for each security was calculated by annualizing the
last monthly, quarterly or semi-annual ordinary dividend declared on the
security and dividing the result by its market value as of the close of
trading on October 21, 1999.
(3) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on October 21, 1999, the business day prior to the initial
date of deposit. The value of the Securities on any subsequent business day
will vary.
+ The issuer is a foreign corporation; dividends, if any, will be subject to
withholding taxes.
* Although Schlumberger Limited is incorporated under the laws of the
Netherlands Antilles, it is headquartered in New York, and its common stock
trades on the New York Stock Exchange.
------------------------------------
The securities were acquired on October 21, 1999 and are represented entirely by
contracts to purchase the securities. Any of the Sponsors may have acted as
underwriters, managers or co-managers of a public offering of the securities in
this Portfolio during the last three years. Affiliates of the Sponsors may serve
as specialists in the securities in this Portfolio on one or more stock
exchanges and may have a long or short position in any of these securities or
options on any of them, and may be on the opposite side of public orders
executed on the floor of an exchange where the securities are listed. An
officer, director or employee of any of the Sponsors may be an officer or
director of one or more of the issuers of the securities in the Portfolio. A
Sponsor may trade for its own account as an odd-lot dealer, market maker, block
positioner and/or arbitrageur in any of the securities or in options on them.
Any Sponsor, its affiliates, directors, elected officers and employee benefits
programs may have either a long or short position in any securities or in
options on them.
------------------------------------
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want capital appreciation and are willing to
invest in the energy industry. 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 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
AS A % OF AMOUNT
NET PER 1,000
ASSETS UNITS
---------- -----------
.091% $ 0.90
Trustee's Fee
.071% $ 0.70
Portfolio Supervision,
Bookkeeping and
Administrative Fees (including
updating
expenses)
.049% $ 0.49
Other Operating Expenses
---------- -----------
.211% $ 2.09
TOTAL
ORGANIZATION COSTS per 1,000 units $ 2.87
(deducted from Portfolio assets at
the close of the initial offering
period)
The Sponsors historically paid organization costs and
updating expenses.
INVESTOR FEES
4.50%
Maximum Sales Fee (Load) on new purchases
(as a percentage of $1,000 invested)
You will pay an up-front sales fee of approximately 1.00%.
In addition, seven monthly deferred sales charges of $2.50
per 1,000 units ($17.50 annually) will be deducted from
the Portfolio's net asset value each year of the
Portfolio's two-year life (April 1, 2000 and thereafter on
the first of each month through October 1, 2000 and
monthly November 1, 2000 through May 1, 2001).
The maximum sales fees are as follows:
YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
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Less than $50,000 4.50%
$ 50,000 to $99,999 4.25%
$100,000 to $249,999 3.75%
$250,000 to $999,999 3.50%
$1,000,000 or more 2.75%
EXAMPLE
This example may help you compare the cost of investing in
the Portfolio to the cost of investing in other funds.
The example assumes that you invest $10,000 in the
Portfolio for the periods indicated and sell all your units
at the end of those periods. The example also assumes a 5%
return on your investment each year and that the
Portfolio's operating expenses stay the same. Although your
actual costs may be higher or lower, based on these
assumptions your costs would be:
1 Year 3 Years 5 Years 10 Years
$328 $774 $1,246 $2,531
7. IS THE PORTFOLIO MANAGED?
Unlike a mutual fund, the Portfolio is not managed and
stocks are not sold because of market changes. The Sponsors
monitor the portfolio and may instruct the Trustee to sell
securities under certain limited circumstances. However,
given the investment philosophy of the Portfolio, the
Sponsors are not likely to do so.
8. HOW DO I BUY UNITS?
You can buy units from any of the Sponsors and other
broker-dealers. The Sponsors are listed later in this
prospectus. Some banks may offer units for sale through
special arrangements with the Sponsors, although certain
legal restrictions may apply. Employees of certain Sponsors
and Sponsor affiliates and non-employee directors of
certain of the Sponsors may purchase Units at a reduced
sales charge.
The minimum investment is $250.
4
<PAGE>
UNIT PRICE PER 1,000 UNITS $999.92
(as of October 21, 1999)
Unit price is based on the net asset value of the Portfolio
plus the up-front sales fee. Unit price also includes the
estimated organization costs of $2.87 per 1,000 Units, to
which no sales fee has been applied.
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 any 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.
10. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays distributions of any dividend income, net of
expenses, on the 25th of December, 1999, June, December
2000 and June, 2001 if you own units on the 10th of those
months. Distributions of ordinary income will be dividends
for federal income tax purposes and may be eligible for the
dividends-received deduction for corporations.
Distributions to foreign investors will generally be
subject to withholding taxes.
11. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You may choose to reinvest your 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.
<PAGE>
PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY
PROSPECTUS
FOR A FUTURE FUND IN THIS SERIES, THE PORTFOLIO WILL CONTAIN
DIFFERENT
STOCKS FROM THOSE DESCRIBED ABOVE.
5
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any income it has received four times during its
life. 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 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 or sector make up 25% or more of the
Portfolio, it is said to be 'concentrated' in that industry or sector, which
makes the Portfolio less diversified.
Here is what you should know about the Portfolio's concentration in stocks of
the energy industry.
o The risks associated with the production, refining and marketing of
petroleum include, but are not limited to:
-- production risk, i.e., fluctuations in production that may be affected
by reserve levels, accidents, mechanical difficulties or adverse
natural conditions such as weather and other acts of God, or by the
inability to manage production costs;
-- equipment and transportation risk;
-- the condition of facilities, adequacy thereof to ensure continued
production, need for modernization;
-- condition of pipelines and vulnerability of other modes of
transportation; and
-- price risk in connection with volatility of world market prices for
crude oil and refined petroleum products.
o Crude oil and natural gas operations are subject to extensive laws
regulating the discharge of materials into the environment or otherwise
relating to the protection of the environment. Compliance with
environmental requirements generally could have a material adverse effect
upon the capital expenditures, earnings or competitive position of the
Portfolio companies.
6
<PAGE>
o The market for crude oil and refined petroleum products is subject to price
volatility and the business, financial condition, results of operations
and prospects of the Portfolio companies depend to a large degree on the
international prices for crude oil and refined petroleum products. Such
prices have historically fluctuated widely and are affected by numerous
factors including:
-- the overall demand for and worldwide supply of crude oil and refined
petroleum products;
-- the availability and price of competing commodities;
-- international economic trends;
-- currency exchange fluctuations;
-- expectations of inflation;
-- actions of commodity markets participants; and
-- consumption and demand patterns and political events in major oil
producing and consuming nations.
The stability of oil prices will depend to a large extent on the continued
cooperation of OPEC member nations and adherence to current production
agreements. If OPEC cooperation were to break down, the price of oil could drop
which would decrease the value of the Portfolio Securities, and in turn, your
units.
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.
As of the close of the initial offering period, the price you receive will be
reduced to pay the Portfolio's estimated organization costs.
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.
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 Sponsors 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 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 the next Energy Portfolio if one is available.
If you hold your units with one of the Sponsors and notify your financial
adviser by October 18, 2001, your units will be redeemed and the proceeds from
the sale of the securities will be reinvested in units of the next Energy
Portfolio. If you decide not to roll over your proceeds, you will receive a cash
distribution (or, if you so choose, an in-kind distribution) after the Portfolio
terminates.
8
<PAGE>
The Portfolio will terminate by November 20, 2001.
If you continue to hold your Units, you may exchange units of this Portfolio any
time before this Portfolio terminates for units of certain other Defined Asset
Funds at a reduced sales fee if your investment goals change. In addition, you
may exchange into this Fund from certain other Defined Asset Funds. 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, during the initial offering period, 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 estimated organization costs will be deducted from the assets of the
Portfolio as of the close of the initial offering period.
The deferred sales fee is generally a monthly charge of $2.50 per 1,000 units
and is accrued in seven monthly installments each year of the Portfolio's life.
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, however, 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.
If you redeem or sell your units before November 1, 2000, you will pay only the
balance of any deferred sales fee remaining for the first year. If you redeem or
sell your units on or after November 1, 2000 you will pay the remaining balance
of the deferred sales fee for the second year. 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
9
<PAGE>
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. 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 70 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 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
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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;
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 Sponsors. 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
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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
The Sponsors are:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
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 companies) and participates as an underwriter in
various selling groups.
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TRUSTEE
The Bank of New York, Unit Investment Trust Department, P.O. Box 974--Wall
Street Division, New York, New York 10268-0974, 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. Sponsors also realize a
profit or loss on deposit of the securities shown under Defined Portfolio. 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.
A Sponsor 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.
During the initial offering period, the Sponsor may realize profits or sustain
losses on units they hold due to fluctuations in the price per unit. The
Sponsors experienced a loss of $451.00 on the initial deposit of the Securities.
Any profit or loss to the Portfolio will be effected by the receipt of
applicable sales charges 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 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 Sponsors and dealers who are members of the National Association of
Securities Dealers, Inc.
Dealers will be entitled to the concession stated below on Units sold or
redeemed during the first year. On Units held in the second year, the dealer
will be entitled to an additional concession of $11 per 1,000 Units ($5 per
1,000 Units for purchases of $1 million or more).
DEALER CONCESSION AS
A % OF PUBLIC
AMOUNT PURCHASED OFFERING PRICE
---------------------------- --------------------
Less than $50,000 2.00%
$50,000 to $99,999 1.80%
$100,000 to $249,999 1.45%
$250,000 to $999,999 1.25%
$1,000,000 and over 0.50%
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
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(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
Sales material may discuss developing a long-term financial plan, working with
your financial professional; the nature and risks of various investment
strategies and Defined Asset Funds that could help you toward your financial
goals and the importance of discipline; how securities are selected for these
funds, how the funds are created and operated, features such as convenience and
costs, and options including automatic reinvestment, rollover, exchanges and
redemption. It may also summarize some similarities and differences with mutual
funds and discuss the philosophy of spending time in the market rather than
trying to time the market, including probabilities of negative returns over
various holding periods.
Advertising and sales literature may include brief descriptions of the industry
sectors and principal businesses of the companies represented in the Portfolio
and the research analysis of why they were selected.
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 or subject to special rules. 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 intends to qualify for special tax treatment as a regulated
investment company so that it will not be subject to federal income 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.
You should consult your tax adviser.
Distributions to you of the Portfolio's net capital gain will generally be
taxable to you as
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<PAGE>
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 (including
pursuant to the rollover option), 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 that you recognize on a disposition of your Units will be
long-term if you have held your Units 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 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.
FOREIGN TAXES
Dividend income received by the Portfolio with respect to foreign Securities may
be subject to foreign withholding taxes. You will not be able to claim any
foreign tax credit for these taxes.
FOREIGN INVESTORS
If you are a foreign investor and you are not engaged in a U.S. trade or
business, you generally will 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 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.
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<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Equity Investor Fund, Concept Series,
Energy Portfolio 1999 Series, Defined Asset Funds (the 'Portfolio'):
We have audited the accompanying statement of condition and the related defined
portfolio included in the prospectus of the Portfolio as of October 22, 1999.
This financial statement is the responsibility of the Trustee. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of an irrevocable letter of credit deposited for the purchase of
securities, as described in the statement of condition, with the Trustee. An
audit also includes assessing the accounting principles used and significant
estimates made by the Trustee, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of the Portfolio as of October 22,
1999 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
October 22, 1999
STATEMENT OF CONDITION AS OF OCTOBER 22, 1999
TRUST PROPERTY
Investments--Contracts to purchase Securities(1).........$ 309,702.22
--------------------
Total.........................................$ 309,702.22
--------------------
--------------------
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsors for organization
expenses(2).......................................$ 897.82
--------------------
Subtotal 897.82
--------------------
Interest of Holders of 312,830 Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)...................................$ 312,804.97
Gross underwriting commissions and organization
expenses(5)(2)....................................... (4,000.57)
--------------------
Subtotal 308,804.40
--------------------
Total.........................................$ 309,702.22
--------------------
--------------------
- ---------------
(1) Aggregate cost to the Portfolio of the securities listed under
Defined Portfolio determined by the Trustee at 4:00 p.m., Eastern time on
October 21, 1999. The contracts to purchase securities are collateralized by an
irrevocable letter of credit which has been issued by San Paolo Bank, New York
Branch, in the amount of $310,153.22 and deposited with the Trustee. The amount
of the letter of credit includes $309,702.22 for the purchase of securities.
(2) A portion of the Unit Price consists of securities in an amount
sufficient to pay all or a portion of the costs incurred in establishing the
Portfolio. These costs have been estimated at $2.87 per 1,000 Units. A
distribution will be made as of the close of the initial offering period to an
account maintained by the Trustee from which the organization expenses
obligation of the investors will be satisfied. If the actual organization costs
exceed the estimated aggregate amount shown above, the Sponsors will pay for
this excess amount.
(3) Because the value of securities at the evaluation time on the
Initial Date of Deposit may differ from the amounts shown in this statement of
condition, the number of Units offered on the Initial Date of Deposit will be
adjusted to maintain the $999.92 per 1,000 Units offering price only for that
day. The Unit Price on any subsequent business day will vary.
(4) Aggregate public offering price computed on the basis of the value
of the underlying securities at 4:00 p.m., Eastern time on October 21, 1999.
(5) Assumes the maximum initial sales charge per 1,000 units of 1.00%
of the Unit Price. A deferred sales charge of $2.50 per 1,000 Units is payable
on April 1, 2000 and thereafter on the 1st day of each month through October 1,
2000; and monthly November 1, 2000 through May 1, 2001. Distributions will be
made to an account maintained by the Trustee from which the deferred sales
charge obligation of the investors to the Sponsors will be satisfied.
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<PAGE>
Defined
Asset FundsSM
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most CONCEPT SERIES
recent free Information ENERGY PORTFOLIO 1999 SERIES
Supplement that gives more (A Unit Investment Trust)
details about the Fund, ---------------------------------------
by calling: This Prospectus does not contain
The Bank of New York complete information about the
1-800-221-7771 investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
o Securities Act of 1933 (file no.
333-83841) 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.
100446RR--10/99
