EQUITY INVESTOR FUND CONCEPT SERIES 41 DEFINED ASSET FUNDS
S-6, 1999-11-02
Previous: VIALINK CO, 424B3, 1999-11-02
Next: FULTON BANCORP INC, 10QSB, 1999-11-02




    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 2, 1999
                                                  REGISTRATION NO. 333-
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D. C. 20549
                               _______________

                                   FORM S-6
                               _______________

                  FOR REGISTRATION UNDER THE SECURITIES ACT
                   OF 1933 OF SECURITIES OF UNIT INVESTMENT
                       TRUSTS REGISTERED ON FORM N-8B-2
                               _______________

A.  EXACT NAME OF TRUST:

                             EQUITY INVESTOR FUND
                              CONCEPT SERIES 41
                             DEFINED ASSET FUNDS

B.  NAMES OF DEPOSITORS:

              MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                            SALOMON SMITH BARNEY INC.
                            PAINEWEBBER INCORPORATED
                            DEAN WITTER REYNOLDS INC.

C.  COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

MERRILL LYNCH, PIERCE, FENNER & SMITH              SALOMON SMITH BARNEY INC.
           INCORPORATED                            388 GREENWICH STREET
       DEFINED ASSET FUNDS                              23RD FLOOR
          P.O. BOX 9051                            NEW YORK, N.Y. 10013
    PRINCETON, N.J. 08543-9051


        DEAN WITTER REYNOLDS INC.                  PAINEWEBBER INCORPORATED
    TWO WORLD TRADE CENTER--59TH FLOOR             1285 AVE. OF THE AMERICAS
        NEW YORK, N.Y. 10048                         NEW YORK, N.Y. 10019



D.  NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

    TERESA KONCICK, ESQ.                               DOUGLAS LOWE, ESQ.
        P.O BOX 9051                                DEAN WITTER REYNOLDS INC.
 PRINCETON, N.J. 08543-9051                          TWO WORLD TRADE CENTER--
                                                           59TH FLOOR
                                                      NEW YORK, N. Y. 10048

                                                            COPIES TO
   MICHAEL KOCHMANN          ROBERT E. HOLLEY       PIERRE DE SAINT PHALLE, ESQ.
388 GREENWICH STREET   1285 AVENUE OF THE AMERICAS     450 LEXINGTON AVENUE
NEW YORK, N.Y. 10013      NEW YORK, N.Y. 10019         NEW YORK, N.Y. 10017

E.  TITLE OF SECURITIES BEING REGISTERED:

 An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
      promulgated under the Investment Company Act of 1940, as amended.

F.  APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:

 As soon as practicable after the acquisition and deposit  of  the  underlying
securities.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A)  OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
==============================================================================
<PAGE>



                                   PART II

           ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS

     A.  The following information relating to the Depositors is
incorporated by reference to the SEC filings indicated and made a part of
this Registration Statement.

I.   Bonding arrangements of each of the Depositors are incorporated by
     reference to Item A of Part II to the Registration Statement on Form
     S-6 under the Securities Act of 1933 for Municipal Investment Trust
     Fund, Monthly Payment Series--573 Defined Asset Funds (Reg. No.
     333-08241).

II.  The date of organization of each of the Depositors is set forth in
     Item B of Part II to the Registration Statement on Form S-6 under the
     Securities Act of 1933 for Municipal Investment Trust Fund, Monthly
     Payment Series--573 Defined Asset Funds (Reg.  No. 333-08241) and is
     herein incorporated by reference thereto.

III. The Charter and By-Laws of each of the Depositors are incorporated
     herein by reference to Exhibits 1.3 through 1.12 to the Registration
     Statement on Form S-6 under the Securities Act of 1933 for Municipal
     Investment Trust Fund, Monthly Payment Series--573 Defined Asset Funds
     (Reg.  No. 333-08241).

IV.  Information as to Officers and Directors of the Depositors has been filed
     pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1
     of the Securities Exchange Act of 1934 and is incorporated by
     reference to the SEC filings indicated and made a part of this
     Registration Statement:

                                                               SEC FILE OR
                                                            IDENTIFICATION NO.
                                                            __________________


         Merrill Lynch, Pierce, Fenner & Smith Incorporated        8-7221
         Salomon Smith Barney Inc.                                 8-8177
         PaineWebber Incorporated                                 8-16267
         Dean Witter Reynolds Inc.                                8-14172

     B.  The Internal Revenue Service Employer Identification Numbers of
the Sponsors and Trustee are as follows:

         Merrill Lynch, Pierce, Fenner & Smith Incorporated    13-5674085
         Salomon Smith Barney Inc.                             13-1912900
         PaineWebber Incorporated                              13-2638166
         Dean Witter Reynolds Inc.                             94-0899825
         The Bank of New York                                  13-4941102



                                     II-1
<PAGE>


     Final prospectuses from the following Series of Defined Asset Funds-Equity
Investor Fund (all of which are incorporated herein by reference) may be used as
preliminary prospectuses for this Series: EIF Concept Series Tele-Global Trust 6
DAF (Reg. No. 333-76571); EIF Concept Series Internet Portfolio DAF (Reg. No.
333-83839) and Concept Series Energy Portfolio 1999 Series DAF (Reg.
No. 333-83841).


                      CONTENTS OF REGISTRATION STATEMENT

 THE REGISTRATION STATEMENT ON FORM S-6 COMPRISES THE FOLLOWING PAPERS AND
DOCUMENTS:

 The facing sheet of Form S-6.  The Cross-Reference Sheet (incorporated by
   reference to the Cross-Reference Sheet to the Registration Statement of
   Defined Asset Funds Municipal Insured Series, 1933 Act. File No. 33-54565.

 The Prospectus.

 Additional Information not included in the Prospectus (Part II).

 The following exhibits:

       *1.1 -- Form of Trust Indenture.

      1.1.1 -- Form of Standard Terms and Conditions of Trust Effective
               October 21, 1993 (incorporated by reference to Exhibit 1.1.1
               to the Registration Statement of Municipal Investment Trust
               Fund, Multistate-48, Defined Asset Funds, 1933 Act File No.
               33-50247).

      1.2   -- Form of Master Agreement Among Underwriters (incorporated by
               reference to Exhibit 1.2 to the Registration Statement
               of The Corporate Income Fund, One Hundred Ninety-Fourth
               Monthly Payment Series, 1933 Act File No. 2-90925).

      2.1   -- Form of Certificate of Beneficial Interest (included in
               Exhibit 1.1.1).

     *3.1   -- Opinion of counsel as to the legality of the securities being
               issued including their consent to the use of their
               names under the heading "How the Fund Works--Legal Opinion"
               in the Prospectus.

     *5.1   -- Consent of independent accountants.

      9.1   -- Information Supplement (incorporated by reference to
               Exhibit 9.1 to the Registration Statement of Equity
               Investor Fund, Select Ten Portfolio 1999 International
               Series A (United Kingdom Portfolio), 1933 Act File No.
               333-70593).

__________

  * To be filed with Amendment to Registration Statement.


                                     R-1

<PAGE>

                                  SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON
THE 2ND DAY OF NOVEMBER, 1999.


            Signatures appear on pages R-3, R-4, R-5 and R-6.

     A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement
or Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to
the Registration Statement to do so on behalf of such members.

     A majority of the members of the Board of Directors of Salomon Smith Barney
Inc. has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the
person signing this Registration Statement or Amendment to the Registration
Statement to do so on behalf of such members.

     A majority of the members of the Board of Directors of Dean Witter
Reynolds Inc. has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the
person signing this Registration Statement or Amendment to the Registration
Statement to do so on behalf of such members.

     A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration
Statement or Amendment to the Registration Statement pursuant to Powers of
Attorney authorizing the person signing this Registration Statement or
Amendment to the Registration Statement to do so on behalf of such members.


                                     R-2

<PAGE>

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
               DEPOSITOR


By the following persons, who constitute a        Powers of Attorney have been
   majority of the Board of Directors of          filed under Form SE and
   Merrill Lynch, Pierce, Fenner & Smith          the following 1933 Act
   Incorporated:                                  File Number: 333-70593

       GEORGE A. SCHIEREN
       JOHN L. STEFFENS








       By  J. DAVID MEGLEN
          (As authorized signatory for
          Merrill Lynch, Pierce, Fenner & Smith Incorporated
          and Attorney-in-fact for the persons listed above)


                                     R-3
<PAGE>


   SALOMON SMITH BARNEY INC.
      DEPOSITOR


   By the following persons,                Powers of Attorney have
      who constitute a majority of             been filed under the
      the Board of Directors of                1933 Act File
      Salomon Smith Barney Inc.:               Numbers: 333-63417
                                               and 333-63033

       MICHAEL A. CARPENTER
       DERYCK C. MAUGHAN

       By KEVIN E. KOPCZYNSKI
          (As authorized signatory for
          Salomon Smith Barney Inc. and
          Attorney-in-fact for the persons listed above)


                                     R-4
<PAGE>



   DEAN WITTER REYNOLDS INC.
          DEPOSITOR



   By the following persons,         Powers of Attorney have been
      who constitute a majority of     filed under Form SE and
      the Board of Directors of        the following 1933 Act
      Dean Witter Reynolds Inc.:       File Number: 33-17085,
                                       333-13039 and 333-47553

          RICHARD M. DeMARTINI
          RAYMOND J. DROP
          JAMES F. HIGGINS
          MITCHELL M. MERIN
          STEPHEN R. MILLER
          PHILIP J. PURCELL
          THOMAS C. SCHNEIDER




          By  MICHAEL D. BROWNE
             (As authorized signatory for
             Dean Witter Reynolds Inc. and
             Attorney-in-fact for the persons listed above)


                                    R-5
<PAGE>


   PAINEWEBBER INCORPORATED
      DEPOSITOR



By the following persons, who constitute       Powers of Attorney have been
  the Board of Directors of PaineWebber           filed under the following
  Incorporated:                                   1933 Act File Number: 2-61279


      MARGO N. ALEXANDER
      TERRY L. ATKINSON
      BRIAN M. BAREFOOT
      STEVEN P. BAUM
      MICHAEL CULP
      REGINA A. DOLAN
      JOSEPH J. GRANO, JR.
      EDWARD M. KERSCHNER
      JAMES P. MacGILVRAY
      DONALD B. MARRON
      ROBERT H. SILVER
      MARK B. SUTTON


   By  ROBERT E. HOLLEY
       (As authorized signatory for
       PaineWebber Incorporated
       and Attorney-in-fact for the persons listed above)



                                     R-6




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission