AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-6
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FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
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A. EXACT NAME OF TRUST:
MUNICIPAL INVESTMENT TRUST FUND
MULTISTATE SERIES-404
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-- 1285 AVE. OF THE AMERICAS
59TH FLOOR NEW YORK, N.Y. 10019
NEW YORK, N.Y. 10048
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
LAURIE HESSLEIN 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
obligations.
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.
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DEFINED ASSET FUNDS[SM]
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SUBJECT TO COMPLETION, PROSPECTUS DATED OCTOBER 28, 1998
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MUNICIPAL INVESTMENT TRUST FUND
AN INDEFINITE NUMBER OF UNITS MULTISTATE SERIES-404 DEFINED ASSET FUNDS
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A FINAL PROSPECTUS FOR A PRIOR MUNICIPAL INVESTMENT TRUST FUND MULTISTATE
SERIES OF DEFINED ASSET FUNDS IS HEREBY INCORPORATED BY REFERENCE AND USED AS A
PRELIMINARY PROSPECTUS FOR THIS MULTISTATE SERIES. THE NARRATIVE INFORMATION AND
STRUCTURE OF THE FINAL PROSPECTUS FOR THIS SERIES WILL BE SUBSTANTIALLY THE SAME
AS THAT OF THE PREVIOUS PROSPECTUS EXCEPT THAT THE BONDS TO BE INCLUDED IN THE
PORTFOLIO OF THIS SERIES WILL BE DIFFERENT THAN THOSE INCLUDED IN THE PREVIOUS
SERIES. INFORMATION WITH RESPECT TO PRICING, INCOME DISTRIBUTION SCHEDULE, THE
NUMBER OF UNITS, DATES AND SUMMARY INFORMATION REGARDING THE CHARACTERISTICS OF
BONDS TO BE DEPOSITED IN THIS SERIES IS NOT NOW AVAILABLE AND WILL BE DIFFERENT
FROM THAT SHOWN SINCE EACH SERIES HAS A UNIQUE PORTFOLIO. ACCORDINGLY, THE
INFORMATION CONTAINED HEREIN WITH REGARD TO THE BONDS SHOULD BE CONSIDERED AS
BEING INCLUDED FOR INFORMATIONAL PURPOSES ONLY. THE RATINGS OF THE BONDS IN THIS
SERIES ARE EXPECTED TO BE COMPARABLE TO THAT OF THE SECURITIES IN THE PREVIOUS
SERIES. HOWEVER, THE ESTIMATED CURRENT AND LONG-TERM RETURNS FOR THE BONDS IN
THIS SERIES WILL DEPEND ON THE INTEREST RATES AND OFFERING SIDE EVALUATION OF
THE BONDS AND MAY VARY MATERIALLY FROM THOSE OF THE PREVIOUS SERIES. INVESTORS
SHOULD CONTACT ACCOUNT EXECUTIVES OF THE UNDERWRITERS WHO WILL BE INFORMED OF
THE EXPECTED EFFECTIVE DATE OF THIS SERIES AND WHO WILL BE SUPPLIED WITH
COMPLETE INFORMATION WITH RESPECT TO SUCH SERIES ON THE DAY OF AND IMMEDIATELY
PRIOR TO THE EFFECTIVENESS OF THE REGISTRATION STATEMENT RELATING TO UNITS OF
THIS SERIES.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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.
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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
UNDERTAKING
The Sponsors undertake that they will not instruct the Trustee to
accept from (i) Asset Guaranty Reinsurance Company, Municipal Bond Investors
Assurance Corporation or any other insurance company affiliated with any of
the Sponsors, in settlement of any claim, less than an amount sufficient to
pay any principal or interest (and, in the case of a taxability redemption,
premium) then due on any Security in accordance with the municipal bond
guaranty insurance policy attached to such Security or (ii) any affiliate
of the Sponsors who has any obligation with respect to any Security, less
than the full amount due pursuant to the obligation unless such
instructions have been approved by the Securities and Exchange Commission
pursuant to Rule 17d-1 under the Investment Company Act of 1940.
II-1
A supplemented Final prospectus of Municipal Investment Trust Fund
Multistate Series-401 Defined Asset Funds (Reg. 333-65309) and Municipal
Investment Trust Fund Multistate Series-402 Defined Asset Funds (Reg. 333-61663)
which are incorporated herein by reference, may be used as preliminary
prospectuses for this Series.
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 Municipal Investment
Trust Fund, Multistate Series D, 1933 Act File No. 2-88883).
The Prospectus.
Additional Information not included in The Prospectus (Part II).
The following exhibits:
1.1 -- Form of Trust Indenture (incorporated by reference to
Exhibit 1.1 to the Registration Statement of Municipal
Investment Trust Fund, Multistate Series 48, Defined
Asset Funds, 1933 Act File No. 33-50247).
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 Series-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
name under the headings "How the Fund Works -- Legal
Opinion" in the Prospectus.
*4.1 -- Consent of the Evaluator.
*5.1 -- Consent of independent public accountants.
9.1 -- Information Supplement (incorporated by reference to
Exhibit 9.1 to Amendment No. 4 to the Registration Statement
of Municipal Investment Trust Fund, Insured Series--207,
1933 Act File No. 33-54037).
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* To be filed with Amendment to the Registration Statement.
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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 28TH DAY OF OCTOBER, 1998.
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 Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration
Statement or Amendment to the Registration Statement pursuant to Powers of
Attorney authorizing the person signing this Registration Statement or
Amendment to the Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of 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.
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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: 33-43466
and 33-51607
HERBERT M. ALLISON, JR.
STEPHEN L. HAMMERMAN
DAVID H. KOMANSKY
JOHN L. STEFFENS
By ERNEST V. FABIO
(As authorized signatory for
Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Attorney-in-fact for the persons listed above)
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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: 33-49753,
33-55073, 333-10441
and 333-63417
JAMES DIMON
DERYCK C. MAUGHAN
By GINA LEMON
(As authorized signatory for
Salomon Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
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PAINEWEBBER INCORPORATED
DEPOSITOR
By the following persons, who Powers of Attorney have
constitute the Board of been filed under
Directors of PaineWebber the following 1933 Act
Incorporated: 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)
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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
and 333-13039
RICHARD M. DeMARTINI
ROBERT J. DWYER
CHRISTINE A. EDWARDS
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
MITCHELL M. MERIN
STEPHEN R. MILLER
RICHARD F. POWERS III
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc. and
Attorney-in-fact for the persons listed above)
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