<PAGE>
File No. 333-28503
Investment Company Act No. 811-5065
Filer: DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 97-4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-6
For Registration Under the Securities Act of 1933 of Securities of
Unit Investment Trusts Registered on Form N-8B-2A.
A. Exact name of Trust:
DEAN WITTER SELECT EQUITY TRUST, SELECT 5 INDUSTRIAL PORTFOLIO
97-4
B. Name of Depositor:
DEAN WITTER REYNOLDS INC.
C. Complete address of Depositor's principal executive office:
DEAN WITTER REYNOLDS INC.
Two World Trade Center
New York, New York 10048
D. Name and complete address of agent for service:
MR. MICHAEL D. BROWNE
DEAN WITTER REYNOLDS INC.
Unit Trust Department
Two World Trade Center - 59th Floor
New York, New York 10048
Copy to:
KENNETH W. ORCE, ESQ.
CAHILL GORDON & REINDEL
80 Pine Street
New York, New York 10005
<PAGE>
E. Total and amount 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. Proposed maximum offering price to the public of the securities
being registered:
Indefinite
G. Amount of filing fee:
N/A
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
Check box if it is proposed that this filing will become effective
/x/ immediately upon filing on July 1, 1997 pursuant to Rule 487.
<PAGE>
DEAN WITTER SELECT EQUITY TRUST,
SELECT 5 INDUSTRIAL PORTFOLIO 97-4
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
I. ORGANIZATIONAL AND GENERAL INFORMATION
1. (a) Name of Trust ) Front Cover
(b) Title of securities issued )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of
Indenture ) Introduction; Amendment
) and Termination
) of the Indenture
7. Changes of name ) Included in Form
) N-8B-2
8. Fiscal Year ) Included in Form
) N-8B-2
9. Litigation ) *
II. GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
10. General Information regarding )
Trust's Securities and Rights of )
Holders )
(a) Type of Securities ) Rights of Unit
(Registered or Bearer) ) Holders
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
(b) Type of Securities ) Administration of the
(Cumulative or ) Trust-Distribution
Distributive) )
(c) Rights of Holders as to ) Redemption; Public
withdrawal or redemption ) Offering of Units-
) Secondary Market
(d) Rights of Holders as to ) Public Offering of
conversion, transfer, partial ) Units - Secondary
redemption and similar ) Market; Exchange
matters ) Option; Redemption;
) Rights of Unit Holders
) - Certificates
(e) Lapses or defaults with ) *
respect to periodic payment )
plan certificates )
(f) Voting rights as to Securities ) Rights of Unit Holders
under the Indenture ) - Certain Limitations;
) Amendment and
) Termination of the
) Indenture
(g) Notice to Holders )
as to change in )
(1) Composition of assets ) Administration of the
of Trust ) Trust - Reports to
) Unit Holders; The
) Trust - Summary
) Description of the
) Portfolios
(2) Terms and Conditions ) Amendment and Termination
of Trust's Securities ) of the
) Indenture
(3) Provisions of Indenture ) Amendment and Termination
) of the
) Indenture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
- --------------------------------------
* Not Applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
(h) Security Holders Consent )
required to change )
(1) Composition of assets of ) Amendment and
Trust ) Termination of
) the Indenture
(2) Terms and conditions of ) Amendment and
Trust's Securities ) Termination of
) the Indenture
(3) Provisions of Indenture ) Amendment and
) Termination of
) the Indenture
(4) Identity of Depositor ) *
and Trustee )
(i) Other principal features ) Cover of Prospectus;
of the Trust's Securities ) Tax Status
11. Type of securities comprising
units ) The Trust - Summary
) Description of the
) Portfolios; Objectives
) and Securities
) Selection; The Trust
) - Special
) Considerations
12. Type of securities comprising ) *
periodic payment certificates )
13. (a) Load, fees, expenses, etc. ) Summary of Essential
) Information; Public
) Offering of Units
) - Public Offering
) Price; - Profit of
) Sponsor; - Volume
) Discount; Expenses
) and Charges
(b) Certain information regarding ) *
periodic payment )
certificates )
- --------------------------------------
* Not Applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
(c) Certain percentages ) Summary of Essential
) Information; Public
) Offering of Units
) - Public Offering
) Price; - Profit of
) Sponsor; - Volume
) Discount
(d) Price differentials ) Public Offering of
) Units - Public
) Offering Price
(e) Certain other loans, fees, ) Rights of Unit
expenses, etc. payable by ) Holders - Certificates
holders )
(f) Certain profits receivable ) Redemption - Purchase
by depositor, principal ) by the Sponsors of
underwriters, trustee or ) Units Tendered for
affiliated persons ) Redemption
(g) Ratio of annual charges to ) *
income )
14. Issuance of trust's securities ) Introduction; Rights
) of Unit Holders
) - Certificates
15. Receipt and handling of payments ) Public Offering of
from purchasers Units - Profit of
Sponsor
16. Acquisition and disposition of ) Introduction; Amendment
underlying securities ) and Termination
) of the Indenture;
) Objectives and
) Securities
) Selection; The Trust
) - Summary Description
) of the Portfolio;
) Sponsor - Responsibility
17. Withdrawal or redemption ) Redemption; Public
) Offering of Units
) - Secondary Market
- --------------------------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment
) Programs
(b) Reinvestment of ) Reinvestment Programs
distributions )
(c) Reserves or special fund ) Administration of the
) Trust - Distribution
(d) Schedule of distribution ) *
19. Records, accounts and report ) Administration of the
) Trust-Records and
) Accounts; - Reports
) to Unit Holders
20. Certain miscellaneous provisions ) Amendment and
of trust agreement ) Termination of the
) Indenture; Sponsor
) - Limitation on Liability
) - Resignation; Trustee
) - Limitation on
) Liability - Resignation
21. Loans to security holders ) *
22. Limitations on liability of ) Sponsor, Trustee;
depositor, trustee, custodian, ) Evaluator - Limitation
etc. ) on Liability
23. Bonding arrangements ) Included in Form
) N-8B-2
24. Other material provisions of ) *
trust agreement )
III. ORGANIZATION PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR
25. Organization of Depositor ) Sponsor
26. Fees received by Depositor ) Expenses and Charges
) - fees; Public
) Offering of Units
) - Profit of Sponsor
- --------------------------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
27. Business of Depositor ) Sponsor and Included
) in Form N-8B-2
28. Certain information as to officials ) Included in Form
and affiliated persons of ) N-8B-2
Depositor )
29. Voting securities of Depositor ) Included in Form
) N-8B-2
30. Persons controlling Depositor ) *
31. Compensation of Officers and ) *
Director of Depositor )
32. Compensation of Directors ) *
of Depositor )
33. Compensation of employees ) *
of Depositor )
34. Remuneration of other persons ) *
for certain services rendered to )
trust
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's ) Public Offering of
securities by states ) Units - Public
) Distribution
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to ) *
distribute )
38. (a) Method of distribution ) Public Offering of
(b) Underwriting agreements ) Units
(c) Selling agreements )
39. (a) Organization of principal ) Sponsor
underwriter )
(b) N.A.S.D. membership of )
principal underwriter )
- --------------------------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
40. Certain fees received by ) Public Offering of
principal underwriter ) Units - Profit of
) Sponsor
41. (a) Business of principal ) Sponsor
underwriter )
(b) Branch offices of principal ) *
underwriter )
(c) Salesman of principal ) *
underwriter )
42. Ownership of trust's securities ) *
by certain persons )
43. Certain brokerage commissions ) *
received by principal )
underwriter )
44. (a) Method of valuation ) Public Offering of
) Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering price ) Public Offering
to certain persons ) of Units - Volume
) Discount;
) Exchange option
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of
) Units - Secondary
) Market; Redemption
(b) Schedule as to redemption ) *
price )
47. Maintenance of position in ) See items 10(d), 44
underlying securities ) and 46
V. INFORMATION CONCERNING THE
TRUSTEE OR CUSTODIAN
48. Organization and regulation of ) Trustee
Trustee )
49. Fees and expenses of Trustee ) Expenses and Charges
- --------------------------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
50. Trustee's lien ) Expenses and Charges
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. (a) Name and address of ) *
Insurance Company )
(b) Type of policies ) *
(c) Type of risks insured and ) *
excluded )
(d) Coverage of policies ) *
(e) Beneficiaries of policies ) *
(f) Terms and manner of ) *
cancellation )
(g) Method of determining ) *
premiums )
(h) Amount of aggregate ) *
premiums paid )
(i) Persons receiving any part ) *
of premiums )
(j) Other material provisions ) *
of the Trust relating to )
insurance )
VII. POLICY OF REGISTRANT
52. (a) Method of selecting and ) Introduction Objectives
eliminating securities from ) and Securities
the Trust ) Selection; The Trust
) - Summary Description
) of the Portfolio
) Sponsor
) - Responsibility
(b) Elimination of securities ) *
from the Trust )
(c) Substitution and elimination ) Introduction Objectives
of securities from the ) and Securities
Trust ) Selection; Sponsor
) - Responsibility
(d) Description of any fundamental ) *
policy of the Trust )
- --------------------------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
53. Taxable status of the Trust ) Cover of Prospectus;
) Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Information regarding the ) *
Trust's past ten fiscal years )
55. Certain information regarding ) *
periodic payment plan )
certificates )
56. Certain information regarding ) *
periodic payment plan )
certificates )
57. Certain information regarding ) *
periodic payment plan )
certificates )
58. Certain information regarding ) *
periodic payment plan )
certificates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition
- --------------------------------------
* Not Applicable, answer negative or not required.
<PAGE>
Parts A and B of this Prospectus do not contain all of the information with
respect to the investment company set forth in its registration statement and
exhibits relating thereto which have been filed with the Securities and Exchange
Commission, Washington, D.C. under the Securities Act of 1933 and the Investment
Company Act of 1940, and to which reference is hereby made.
[Logo]
Select 5 Industrial Portfolio 97-4
-----------------------------------------------------------------
(A Unit Investment Trust)
-----------------------------------------------------------------------------
This Trust is formed for the purposes of providing income and above-average
growth potential through an investment for approximately 1 year in a fixed
portfolio consisting of the five lowest dollar price per share common stocks of
the ten common stocks in the Dow Jones Industrial Average* having the highest
dividend yields on June 30, 1997. DOW JONES & COMPANY, INC. HAS NOT PARTICIPATED
IN ANY WAY IN THE CREATION OF THE TRUST OR IN THE SELECTION OF STOCKS INCLUDED
IN THE TRUST AND HAS NOT APPROVED ANY INFORMATION INCLUDED HEREIN RELATING
THERETO. The value of the Units of the Trust will fluctuate with the value of
the Portfolio of underlying Securities. UNITS OF THE TRUST ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK, AND THE UNITS ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY. INVESTMENT IN UNITS OF THE TRUST IS SUBJECT TO
INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
* Dow Jones Industrial Average is the property of Dow Jones & Company, Inc.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SPONSOR TRUSTEE
- ------------------------------ -------------------------------
<S> <C>
Dean Witter Reynolds Inc. The Chase Manhattan Bank
2 World Trade Center 270 Park Avenue
New York, New York 10048 New York, New York 10017
</TABLE>
PROSPECTUS DATED JULY 1, 1997
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 97-4
AS OF JUNE 30, 1997*
<TABLE>
<S> <C>
Aggregate Value of Securities in
Trust**............................... $ 240,765.38
Number of Units......................... 25,000+
Fractional Undivided Interest in the
Trust Represented by Each Unit........ 1/25,000th
Public Offering Price Per 100 Units:
Aggregate Value of Securities in the
Trust Divided by 25,000 Units
(times 100 Units).................. $ 963.06
Plus Sales Charge of 2.90% of Public
Offering Price*** (2.925% of the
amount invested in Securities)..... 28.17
Less Deferred Sales Charge per 100
Units.............................. (20.00)
-------------
Public Offering Price per 100
Units****.......................... $ 971.23
-------------
-------------
Sponsor's Repurchase Price per 100 Units
and Redemption Price per 100 Units
(based on the value of the underlying
Securities, $28.17 less than the
Public Offering Price per 100
Units)*****........................... $ 943.06
-------------
-------------
</TABLE>
<TABLE>
<S> <C>
Evaluation Time......................... Close of the market: 4:00 P .M . New
York time.
Record Dates............................ October 1, 1997, January 1, 1998, April
1, 1998 and September 1, 1998.
Distribution Dates...................... October 15, 1997, January 15, 1998,
April 15, 1998 and on or about September
8, 1998.++
Minimum Principal Distribution.......... No distribution need be made from the
Principal Account if the balance therein
is less than $1.00 per 100 Units
outstanding.
In-Kind Distribution Date............... August 12, 1998.
Liquidation Period...................... Not to exceed 14 business days after the
In-kind Distribution date.++
Mandatory Termination Date.............. September 1, 1998.
Discretionary Liquidation Amount........ The Indenture may be terminated by the
Sponsor if the value of the Trust at any
time is less than 40% of the market
value of the Securities deposited in the
Trust.+
Trustee's Fee (including estimated
expenses)******......................... $1.09 per 100 Units.
Organizational Expenses
(estimated)+++.......................... $3.12 per 100 Units.
Sponsor's Portfolio Supervision Fee..... Maximum of $0.25 per 100 Units.
Deferred Sales Charge Payment Date...... The last business day of each month
commencing August 29, 1997.
Minimum Purchase: $1,000 ($250 for IRA's)--The Sponsor offers a program which
permits a lower minimum purchase (see "Direct Invest").
</TABLE>
i
<PAGE>
- ---------
*The Date of Deposit. The Indenture was signed and the initial deposit of
Securities with the Trustee was made on the Date of Deposit.
**Based on the evaluation of the Securities as of 4:00 P.M. on June 30, 1997.
***The sales charge consists of an Initial Sales Charge and a Deferred Sales
Charge. The Initial Sales Charge is computed by deducting the Deferred Sales
Charge ($20.00 per 100 Units) from the aggregate sales charge (a maximum of
2.90% of the Public Offering Price); thus on the date of this Summary of
Essential Information, the Initial Sales Charge is $8.17 per 100 Units or 0.84%
of the Public Offering Price. The Initial Sales Charge paid by a Unit Holder may
be more or less than $8.17 per 100 Units because of the fluctuation of the value
of the Securities from that on the Date of Deposit. The Initial Sales Charge is
reduced on a graduated basis on purchases of $25,000 or more (see "Public
Offering of Units--Volume Discount"). The Deferred Sales Charge is paid through
reduction of Trust assets by $2.00 per 100 Units on each Deferred Sales Charge
Payment Date through the sale of Securities on each such date or distribution of
cash available in the Principal Account for such payment. On a repurchase,
redemption or exchange of Units before the last Deferred Sales Charge Payment
Date, any remaining Deferred Sales Charge payments will be deducted from the
proceeds. Units purchased pursuant to the Reinvestment Program are subject to
that portion of the Deferred Sales Charge remaining at the time of reinvestment
(see "Reinvestment Program").
****This price is computed as of the Date of Deposit and may vary from such
price on the date of this Prospectus or any subsequent date.
*****This price is computed as of the Date of Deposit and may vary from such
price on the date of this Prospectus or any subsequent date. This price reflects
deductions for remaining Deferred Sales Charge payments ($20.00 per 100 Units
initially). In addition, after the initial offering period, the repurchase and
cash redemption prices will be further reduced to reflect the Trust's estimated
costs of liquidating Securities to meet the redemption, currently estimated at
$1.15 per 100 Units.
******See: "Expenses and Charges" herein. The fee and the expenses accrue daily
and are payable on each Distribution Date. Estimated dividends from the
Securities, based on the last dividends actually paid, are expected by the
Sponsor to be sufficient to pay the estimated expenses of the Trust. In addition
to the Trustee's fee, brokerage costs borne by the Trust in connection with the
purchase of Securities by the Trustee with cash deposited in the Trust are
currently estimated at $0.90 per 100 Units. The Trustee's fee is based on a
Trust with assets of $30 million. If Trust assets are less than $30 million the
Trustee's fee will be higher.
+The number of Units will be increased as the Sponsor deposits additional
Securities into the Trust. See "Introduction", in Part B.
++The final distribution will be made within 5 business days following the
receipt of proceeds from the sale of all Portfolio Securities. (See:
"Administration of the Trust--Termination".)
+++The cost of preparation and printing of the Indenture, Registration
Statement and other documents relating to the Trust, Federal and State
registration fees and costs, initial fees of the Trustee, and legal and auditing
expenses will be paid by the Trust and, therefore, will be borne by Unit
Holders. These organizational expenses will be amortized over the life of the
Trust. Organizational expenses per Unit have been estimated based on a Trust
with projected total assets of $30 million. To the extent the assets of the
Trust are less than such amount, the organizational expense per Unit will be
greater than the estimate shown.
ii
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
FEE TABLE
THIS FEE TABLE IS INTENDED TO HELP YOU TO UNDERSTAND THE COSTS AND EXPENSES THAT
YOU WILL BEAR DIRECTLY OR INDIRECTLY. SEE PUBLIC OFFERING OF UNITS AND EXPENSES
AND CHARGES. ALTHOUGH THE TRUST HAS A TERM OF APPROXIMATELY ONE YEAR, AND IS A
UNIT INVESTMENT TRUST RATHER THAN A MUTUAL FUND, THIS INFORMATION IS PRESENTED
TO PERMIT A COMPARISON OF FEES (PERCENTAGES ARE BASED ON A $1,000 INVESTMENT IN
100 UNITS), ASSUMING THE PRINCIPAL AMOUNT AND DISTRIBUTIONS ARE EXCHANGED EACH
YEAR INTO A NEW TRUST SUBJECT ONLY TO THE DEFERRED SALES CHARGE AND TRUST
EXPENSES.
<TABLE>
<CAPTION>
AMOUNT PER
$1,000
INVESTMENT
UNIT HOLDER TRANSACTION EXPENSES IN 100 UNITS
- ------------------------------------------------------------ -------------
<S> <C> <C>
Initial Sales Charge Imposed of Purchase.................... 0.90%(a) $ 9.00
Deferred Sales Charge per Year.............................. 2.00%(b) 20.00
--------- ------
Maximum Sales Charge per Year............................... 2.90% $29.00
--------- ------
--------- ------
Maximum Sales Charge Imposed Per Year on Reinvested
Dividends.................................................. $20.00(c)
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Trustee's Fee............................................... 0.109% $ 1.09
Organizational Expenses(d).................................. 0.312% 3.12
Portfolio Supervision, Bookkeeping and Administrative
Fees....................................................... 0.025% 0.25
Other Operating Expenses.................................... -- --
--------- ------
Total................................................... 0.446% $ 4.46
--------- ------
--------- ------
</TABLE>
iii
<PAGE>
FEE TABLE--(continued)
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD
------------------------------------------
3 5 10
1 YEAR YEARS(e) YEARS(e) YEARS(e)
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment,
assuming an estimated operating expense ratio
of 0.446% and a 5% annual return on the investment
throughout the periods...................................................... $ 33 $ 84 $ 137 $ 282
</TABLE>
The Example assumes reinvestment of all dividends and distributions and utilizes
a 5% annual rate of return as mandated by Securities and Exchange Commission
regulations applicable to mutual funds. For purposes of the Example, the
Deferred Sales Charge imposed on reinvestment of dividends is not reflected
until the year following payment of the dividend; the cumulative expenses would
be higher if sales charges on reinvested dividends were reflected in the year of
reinvestment. Because the reductions to the repurchase and cash redemption
prices described in footnote (*****) on page (ii) apply only to the secondary
market, these reductions have not been reflected in the figures above. The
Example should not be considered a representation of past or future expenses or
annual rate of return; the actual expenses and annual rate of return may be more
or less than those assumed for purposes of the Example.
- ---------
(a) The Initial Sales Charge is actually the difference between 2.90% and the
Deferred Sales Charge ($20.00 per 100 Units) and would exceed 0.90% if the
Public Offering Price exceeds $1,000 per 100 Units.
(b) The actual fee is $2.00 per month per 100 Units, irrespective of purchase or
redemption price, paid on each Deferred Sales Charge Payment Date. If a
Holder sells Units before all of these payments have been made, the balance
of the Deferred Sales Charge will be paid from the sales proceeds. If the
Unit purchase price exceeds $10 per Unit, the Deferred Sales Charge will be
less than 2.00%; if the Unit purchase price is less than $10 per Unit, the
Deferred Sales Charge will exceed 2.00%.
(c) Reinvested dividends will be subject only to the Deferred Sales Charge
remaining at the time of reinvestment which may be more or less than 2.00%
of the Public Offering Price at the time of reinvestment (see "Reinvestment
Program").
(d) The cost of preparation and printing of the Indenture, Registration
Statement and other documents relating to the Trust, Federal and State
registration fees and costs, initial fees of the Trustee, and legal and
auditing expenses will be paid by the Trust and, therefore, will be borne by
Unit Holders. Organizational expenses per Unit have been estimated based on
a Trust with projected total assets of $30 million. To the extent the assets
of the Trust are less than such amount, the organizational expense per Unit
will be greater than the estimate shown.
(e) Although each Trust has a term of approximately one year and is a unit
investment trust rather than a mutual fund, this information is presented to
permit a comparison of fees and expenses, assuming the principal amount and
distributions are exchanged each year into a new Trust subject only to the
Deferred Sales Charge.
iv
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
THE TRUST--The Dean Witter Select Equity Trust Select 5 Industrial Portfolio
97-4 (the "Trust") is a unit investment trust composed of publicly-traded common
stocks or contracts to purchase such stocks (the "Securities"). The objectives
of the Trust are to provide income and above-average growth potential through
investment in the five lowest dollar price per share common stocks of the ten
common stocks in the Dow Jones Industrial Average having the highest dividend
yield (the "Select 5") as of the Date of Deposit. The companies represented in
the Trust are some of the most well-known and highly capitalized companies in
America. Many are household names. A hypothetical investment in approximately
equal values of the Select 5 for a period of one year would have, in 17 of the
last 25 years, yielded a higher total return than an investment in all of the
stocks comprising the Dow Jones Industrial Average itself. The Select 5
Industrial Portfolio seeks to achieve a better performance than a hypothetical
investment in all of the stocks comprising the Dow Jones Industrial Average.
Investment in a number of companies having high dividends relative to their
stock prices is designed to increase the Trust's potential for higher returns.
The Securities may appreciate or depreciate in value (or pay dividends)
depending on the full range of economic and market influences affecting
corporate profitability, the financial condition of issuers and the prices of
equity securities in general and the Securities in particular. Therefore, there
is no guarantee that the objectives of the Trust will be achieved. On the
initial Date of Deposit and thereafter, the Sponsor may, under the Indenture and
Agreement, deposit additional Securities, contracts to purchase additional
Securities together with a letter of credit and/or cash (or a letter of credit
in lieu of cash) with instructions to purchase additional Securities in order to
create Additional Units while maintaining to the extent practicable the
proportionate relationship between the number of shares of each Security in the
Portfolio.
TERMINATION--The Trust will terminate approximately 1 year after the initial
Date of Deposit regardless of market conditions at that time. The Trust will
then liquidate. Unit Holders of 2,500 units or more may elect to receive shares
in-kind. Prior to termination of the Trust, the Trustee will begin to sell the
Securities held in the Trust over a period not to exceed 14 consecutive business
days (the "Liquidation Period"). Monies held upon such sale of Securities will
be held uninvested in non-interest bearing accounts created by the Indenture
until distributed pro rata to Unit Holders on or about September 8, 1998, and
will be of benefit to the Trustee during such period. During the life of the
Trust, Securities will not be sold to take advantage of market fluctuations.
Because the Trust is not managed and the Securities can only be sold during the
Liquidation Period or under certain other limited circumstances described
herein, the proceeds received from the sale of Securities may be less than could
be obtained if the sale had taken place at a different time. Depending on the
volume of Securities sold and the prices of and demand for Securities at the
time of such sale, the sales of Securities from the Trust may tend to depress
the market prices of such Securities and hence the value of the Units, thus
reducing termination proceeds available to Unit Holders. In order to mitigate
potential adverse price consequences of heavy volume trading in the Securities
taking place over a short period of time and to provide an average market price
for the Securities, the Trustee will follow procedures set forth in the
Indenture to sell the Securities in an orderly fashion over a period not to
exceed the Liquidation Period. The Sponsor can give no assurance, however, that
such procedures will mitigate negative price consequences or provide a better
price for such Securities. The Trust may terminate earlier than on the Mandatory
Termination Date if the value of the Trust is less than the Discretionary
Liquidation Amount set forth under "Administration of the Trust--Termination."
DISTRIBUTION--The Trustee will distribute any dividends (net of Trust
expenses) and any proceeds from the disposition of Securities not used for
redemption of Units received by the Trust on October 15, 1997, January 15, 1998,
April 15, 1998 and on or about September 8, 1998 to holders of record on October
1, 1997, January 1, 1998, April 1, 1998 and the Termination Date, respectively.
Upon termination of the Trust, the Trustee will distribute to each Unit Holder
of record its pro rata share of the Trust's assets, less expenses and less any
Deferred Sales Charge then payable or Unit Holders can elect to reinvest their
distributions automatically in Units of a New Series (as defined below), if
offered by the Sponsor, which units will be subject only to a deferred sales
charge (see "Administration of the Trust--Termination"). The sale of Securities
in the Trust during the period prior to
v
<PAGE>
termination and upon termination may result in a lower amount than might
otherwise be realized if such sale were not required at such time due to
impending or actual termination of the Trust. For this reason, among others, the
amount realized by a Unit Holder upon termination may be less than the amount
paid by such Unit Holder. (See: "Administration of the Trust--Distribution".)
The Sponsor anticipates that, based upon the last dividends actually paid by
the companies listed in the "Schedule of Portfolio Securities", dividends from
the Securities will be sufficient to (i) pay expenses of the Trust and (ii)
after such payment, to make distributions to Unit Holders as described herein.
(See: "Expenses and Charges" and "Administration of the Trust-- Distribution".)
PUBLIC OFFERING PRICE--The Public Offering Price per 100 Units is computed
on the basis of the aggregate value of the underlying Securities next computed
after receipt of a purchase order plus cash on hand in the Trust, divided by the
number of Units outstanding times 100, plus a sales charge of 2.925% of such
evaluation per 100 Units (the amount invested in Securities); this results in a
sales charge of 2.90% of the Public Offering Price. A proportionate share of
amounts, if any, in the Income Account is also added to the Public Offering
Price. (See "Public Offering of Units-- Public Offering Price".) The total sales
charge consists of an Initial Sales Charge and a Deferred Sales Charge, the
total of which equals 2.90% of the Public Offering Price or 2.925% of the amount
invested in Securities. The Initial Sales Charge is computed by deducting the
Deferred Sales Charge ($20.00 per 100 Units) from the aggregate sales charge;
thus, on the date of the Summary of Essential Information, the Initial Sales
Charge is $8.17 per 100 Units or 0.84% of the Public Offering Price. The Initial
Sales Charge paid by a Unit Holder may be more or less than $8.17 per 100 Units
because of the fluctuation of the value of the Securities from that on the Date
of Deposit. The Initial Sales Charge will vary with changes in the aggregate
sales charge and is deducted from the purchase price of a Unit at the time of
purchase and paid to the Sponsor. The Initial Sales Charge will be reduced on a
graduated basis on purchases of $25,000 or more. In connection with future
series, if any, Unit Holders acquiring Units through an exchange or rollover of
Units of a previous series of the Select 5 Industrial Portfolio will acquire
such Units subject only to the Deferred Sales Charge.The Deferred Sales Charge
is paid through reduction of Trust assets by $2.00 per 100 Units monthly on each
Deferred Sales Charge Payment Date commencing on the first Deferred Sales Charge
Payment Date shown on the Summary of Essential Information through the sale of
Securities on each such date or distribution of cash available for such payment.
Units purchased pursuant to the Reinvestment Program are subject only to
deductions remaining of the Deferred Sales Charge (see "Reinvestment Program").
If a Unit Holder exchanges, redeems or sells his Units to the Sponsor prior to
the last Deferred Sales Charge Payment Date, the Unit Holder is obligated to pay
any remaining Deferred Sales Charge.
MARKET FOR UNITS--The Sponsor, though not obligated to do so, intends to
maintain a market for the Units. If such market is not maintained, a Unit Holder
will be able to dispose of his Units through redemption at prices based on the
aggregate value of the underlying Securities. (See: "Redemption".) Market
conditions may cause such prices to be greater or less than the amount paid for
Units. The Sponsor's Repurchase Price, like the Redemption Price, will reflect
the deduction from the value of the underlying Securities of any unpaid amount
of the Deferred Sales Charge. Investors should note that the Deferred Sales
Charge of $2.00 per 100 Units will be deducted from Trust assets on the last
business day of each of the ten months commencing on the first Deferred Sales
Charge Payment Date shown on the Summary of Essential Information, and to the
extent the entire Deferred Sales Charge has not been so deducted or paid at the
time of repurchase or redemption of the Units, the remainder will be deducted
from the proceeds of sale or redemption or in calculating an in-kind redemption.
RISK FACTORS--SPECIAL CONSIDERATIONS--An investment in Units of the Trust
should be made with an understanding of the risks inherent in an investment in
common stocks, including risks associated with the limited rights of holders of
common stock to receive payments from issuers of such stock; such rights are
inferior to those of creditors and holders of debt obligations or preferred
stock. Also, holders of common stock have the right to receive dividends only
when, as and if such dividends are declared by the issuer's board of directors.
Investors should also be aware that the value of the underlying Securities in
the Portfolio may
vi
<PAGE>
fluctuate in accordance with changes in the value of common stocks in general.
There are certain risks of price volatility associated with investment in common
stocks and there is additional risk due to the relative lack of diversity since
the portfolio of the Trust contains only five stocks. Such concentration may
subject the portfolio to greater risk than a portfolio that is more diversified.
Although the Trust is a one year investment, the strategy is long-term.
Investors should consider reinvesting in successive trusts, for example, for at
least three to five years, to take advantage of the long term strategy.
In connection with the deposit by the Sponsor of cash (or a letter of credit
in lieu of cash) with instructions to purchase additional Securities in order to
create Additional Units, to the extent that the price of a Security fluctuates
between the time the cash is deposited and the time the cash is used to purchase
the Security, Units (including previously issued Units) may represent more or
less of that Security and more or less of other Securities in the Portfolio of
the Trust. In addition, the brokerage fees incurred in purchasing Securities
with such deposited cash will be borne by the Trust. Any Unit Holder who
purchased Units prior to the purchase of Securities with such deposited cash
would experience dilution as a result of any such brokerage fees.
SPECIAL CHARACTERISTICS OF THE TRUST
--SECURITIES SELECTION. The Trust Portfolio consists of the five lowest
dollar price per share common stocks of the ten common stocks in the Dow Jones
Industrial Average ("DJIA") having the highest dividend yield as of June 30,
1997. Dow Jones & Company, Inc. ("Dow Jones") has not participated in any way in
the creation of the Trust or in the selection of the stocks included in the
Trust and has not approved any of the information herein relating thereto. The
yield for each stock was calculated by annualizing the last quarterly ordinary
dividend declared and dividing the annualized dividend by the market value of
the stock. Such formula (an objective determination) served as the basis for the
Sponsor's selection of the ten stocks in the Dow Jones Industrial Average having
the highest dividend yield. The five lowest price per share stocks from among
such ten highest yielding stocks were then selected. The philosophy is simple.
The Trust does not require sophisticated analysis or an explanation of complex
investment strategies, just the pure and simple concept of buying a quality
portfolio of stocks from among the stocks with the highest dividend yields of
the stocks in the DJIA in one convenient purchase. The Securities were selected
irrespective of any buy or sell recommendation by the Sponsor. Investing in the
Select 5 may be effective as well as conservative because regular dividends are
common for established companies and dividends have accounted for a substantial
portion of the total return on stocks in the DJIA as a group.
Investors should note that the above criteria were applied to the Securities
selected for inclusion in the Trust Portfolio as of June 30, 1997. Subsequent to
June 30, 1997, the Securities may no longer rank among the Select 5, the yields
on the Securities in the portfolio may change or the Securities may no longer be
included in the DJIA. However, the Sponsor may, on and subsequent to the Date of
Deposit, deposit additional Securities which reflect the Portfolio as of the
Date of Deposit, subject to permitted adjustments, and sell such additional
Units created. The sale of additional Units and the sale of Units in the
secondary market may continue even though the Securities would no longer be
chosen for deposit into the Trust if the selection process were to be made at
such later time.
Simple strategies can sometimes be the most effective. To outperform the
market is more difficult than just outperforming other asset classes. The Trust
seeks a higher total return than a hypothetical investment in all of the stocks
in the DJIA by acquiring the Select 5 on the Date of Deposit, and holding them
for about one year. Purchasing a portfolio of these stocks through an investment
in the Trust as opposed to one or two individual stocks may achieve better
overall performance and will achieve greater diversification. There is only one
investment decision instead of five, and four distributions to the investor
during the one-year life of the Trust instead of 20. An investment in the Trust
can be cost-efficient, avoiding the odd-lot costs of buying small quantities of
securities directly. Investment in a number of companies with high dividends
relative to their stock prices is designed to increase the Trust's potential for
higher returns. The Trust's return may consist of a combination of capital
appreciation and current dividend income.
vii
<PAGE>
THE DJIA, HISTORICALLY SPEAKING
The first DJIA, consisting of 12 stocks, was published in THE WALL STREET
JOURNAL in 1896. The list grew to 20 stocks in 1916 and to 30 stocks on October
1, 1928. Taking into account a number of name changes, 1 of the original
companies is still in the DJIA today. For two periods of 17 consecutive years
each, there were no changes to the list: March 15, 1939-July 2, 1956 and June 2,
1959-August 8, 1976.
<TABLE>
<CAPTION>
LIST AS OF OCTOBER 1, 1928 CURRENT LIST
- ---------------------------------------- ----------------------------------------
<S> <C>
Allied Chemical Allied Signal
American Can Aluminum Co. of America
American Smelting American Express
American Sugar AT&T
American Tobacco Boeing
Atlantic Refining Caterpillar
Bethlehem Steel Chevron
Chrysler Coca-Cola
General Electric Disney, Walt
General Motors Dupont
General Railway Signal Eastman Kodak
Goodrich Exxon
International Harvester General Electric
International Nickel General Motors
Mack Trucks Goodyear
Nash Motors Hewlett-Packard Co.
North American IBM
Paramount Publix International Paper
Postum, Inc. Johnson & Johnson
Radio Corporation of America (RCA) McDonald's
Sears Roebuck & Company Merck
Standard Oil of New Jersey Minnesota Mining
Texas Corporation Morgan (J.P.), & Co., Incorporated
Texas Gulf Sulphur Philip Morris
Union Carbide Procter & Gamble
United States Steel Sears, Roebuck & Company
Victor Talking Machine Travelers Group
Westinghouse Electric Union Carbide
Woolworth United Technologies
Wright Aeronautical Wal-Mart Stores, Inc.
</TABLE>
The Dow Jones Industrial Average is comprised of 30 common stocks chosen by
the editors of THE WALL STREET JOURNAL as representative of the broad market and
of American industry. The companies are major factors in their industries and
their stocks are widely held by individuals and institutional investors.
viii
<PAGE>
Changes in the components are made entirely by the editors of THE WALL
STREET JOURNAL without consultation with the companies, the stock exchange or
any official agency. For the sake of continuity, such changes are made rarely.
Most substitutions have been the result of mergers, but from time to time
changes may be made to achieve a better representation. The composition of the
Dow Jones Industrial Average may be changed at any time for any reason.
The following tables show the actual performance of (i) all of the stocks in
the Dow Jones Industrial Average and (ii) a hypothetical investment in
approximately equal values of the five lowest dollar price per share stocks of
the ten stocks in such index having the highest dividend yield as of the close
of the last business day in each of the past twenty-five years as of the date
indicated for each of such years.
<TABLE>
<CAPTION>
DOW JONES INDUSTRIAL AVERAGE(1)
-----------------------------------------------
% CHANGE
YEAR IN DJIA DIVIDEND
ENDED 6/30 FOR YEAR(2) RETURN(3) TOTAL RETURN(4)(5)
- ------------- ------------ ------------- ------------------
<S> <C> <C> <C>
1973 -4.02% 3.56% -0.46%
1974 -10.01% 4.13% -5.88%
1975 9.54% 4.82% 14.36%
1976 14.08% 4.33% 18.41%
1977 -8.62% 4.37% -4.25%
1978 -10.62% 5.10% -5.52%
1979 2.81% 6.15% 8.96%
1980 3.08% 6.27% 9.35%
1981 12.55% 6.45% 19.00%
1982 -16.89% 5.72% -11.17%
1983 50.50% 6.66% 57.16%
1984 -7.33% 4.72% -2.61%
1985 17.93% 5.43% 23.36%
1986 41.73% 4.89% 46.62%
1987 27.78% 3.66% 31.44%
1988 -11.45% 3.06% -8.39%
1989 13.93% 4.30% 18.23%
1990 18.06% 4.29% 22.35%
1991 0.90% 3.45% 4.35%
1992 14.17% 3.29% 17.46%
1993 5.95% 3.07% 9.02%
1994 3.10% 2.88% 5.98%
1995 25.69% 3.06% 28.75%
1996 24.11% 2.70% 26.81%
1997 35.69% 2.38% 38.07%
</TABLE>
The returns shown above are not guarantees of future performance and should
not be used as a predictor of returns to be expected in connection with a
Portfolio. Such returns do not reflect sales charges, commissions, expenses or
taxes.
- ---------
(1) An index of 30 stocks compiled by Dow Jones.
(2) The percentage change in value represents the difference between the
beginning and ending value of the DJIA divided by the value of the DJIA at
the beginning of the year.
(3) The total dividends earned during the year divided by the value of the DJIA
at the beginning of the year.
(4) The change in value of the DJIA plus the dividend return for the year.
(5) Does not reflect sales charges, commissions, expenses or taxes.
ix
<PAGE>
<TABLE>
<CAPTION>
SELECT 5 STRATEGY
--------------------------------------
% CHANGE
YEAR IN VALUE DIVIDEND TOTAL
ENDED 6/30 FOR YEAR(1) RETURN(2) RETURN(3)(4)
- ------------- ------------ ---------- ------------
<S> <C> <C> <C>
1973 -2.38% 5.65% 3.27%
1974 -19.91% 5.88% -14.03%
1975 16.98% 7.11% 24.09%
1976 18.06% 6.76% 24.82%
1977 10.36% 5.92% 16.28%
1978 -17.77% 5.74% -12.03%
1979 5.98% 7.25% 13.23%
1980 2.50% 7.95% 10.45%
1981 24.20% 8.63% 32.83%
1982 -4.53% 7.21% 2.68%
1983 46.02% 8.09% 54.11%
1984 2.37% 7.21% 9.58%
1985 25.17% 7.35% 32.52%
1986 7.08% 6.09% 13.17%
1987 47.14% 5.93% 53.07%
1988 -16.38% 4.23% -12.15%
1989 8.80% 9.65% 18.45%
1990 2.67% 5.34% 8.01%
1991 -4.41% 7.47% 3.06%
1992 13.50% 4.41% 17.91%
1993 18.35% 11.38% 29.73%
1994 9.00% 3.89% 12.89%
1995 26.39% 3.62% 30.01%
1996 22.27% 17.30% 39.57%
1997 34.03% 3.80% 37.83%
</TABLE>
The returns shown above reflect past performance of Select 5 strategy stocks
(but not any Trust). They are not guarantees of future performance and should
not be used as a predictor of returns to be expected in connection with a Trust.
The actual returns of a particular Trust or purchase of units of a Trust will
vary from the hypothetical strategy returns due to, among other things, timing
differences and the fact that an actual Trust has sales charges, expenses and
commissions.
- ---------
(1) The percentage change in value, over a one year period, of a hypothetical
investment in approximately equal values of the five lowest dollar price per
share common stocks of the ten highest yielding stocks (the "Select 5") in
the DJIA as of the close of the last day of the previous year (but not any
actual Trust). The percentage change in value represents the difference
between the beginning and ending value of the Select 5 strategy stocks
divided by the value of such stocks at the beginning of the year.
(2) The total dividends earned on the Select 5 strategy stocks during the year,
including stock dividends, spinoffs, warrants, rights or other special
distributions, divided by the market value of the Select 5 strategy stocks
at the beginning of the year.
(3) The change in value of the Select 5 strategy stocks plus the dividend return
for the year on such stocks.
(4) Does not reflect sales charges, commissions, expenses or taxes.
x
<PAGE>
<TABLE>
<CAPTION>
COMPARISON OF TOTAL RETURN
LISTED ON THE ABOVE CHARTS
- --------------------------------------------------
SELECT 5
YEAR DJIA STRATEGY
ENDED 6/30 TOTAL RETURN TOTAL RETURN
- -------------------- ------------- -------------
<S> <C> <C>
1973 -0.46% 3.27%
1974 -5.88% -14.03%
1975 14.36% 24.09%
1976 18.41% 24.82%
1977 -4.25% 16.28%
1978 -5.52% -12.03%
1979 8.96% 13.23%
1980 9.35% 10.45%
1981 19.00% 32.83%
1982 -11.17% 2.68%
1983 57.16% 54.11%
1984 -2.61% 9.58%
1985 23.36% 32.52%
1986 46.62% 13.17%
1987 31.44% 53.07%
1988 -8.39% -12.15%
1989 18.23% 18.45%
1990 22.35% 8.01%
1991 4.35% 3.06%
1992 17.46% 17.91%
1993 9.02% 29.73%
1994 5.98% 12.89%
1995 28.75% 30.01%
1996 26.81% 39.57%
1997 38.07% 37.83%
- -------------------- ------------- -------------
Average annual
return 13.21% 16.60%
</TABLE>
The Select 5 Industrial Portfolio seeks to achieve a better performance than
the perfomance of all of the stocks in the Dow Jones Industrial Average (DJIA)
through investment for about one year in the Select 5 strategy stocks. In 17 of
the last 25 years, a hypothetical strategy of investing in approximately equal
values of these stocks each year would have yielded a higher total return than
an investment in all the stocks which make up the DJIA.
The average annual return reflects a rate of growth per year (assuming
reinvestment of all dividends at the end of each period) that a hypothetical
investment in all of the stocks in the DJIA and the Select 5 strategy would have
provided over the above 25 year period. The returns shown above are not
guarantees of future performance and should not be used as a predictor of
returns to be expected in connection with the Trust. The returns are not those
of any Trust. Such returns do not reflect sales charges, commissions, expenses
or taxes. As indicated in the above tables, the Select 5 strategy underperformed
a hypothetical investment in all of the stocks in the DJIA in certain years and
there can be no assurance that the portfolio of the Trust will outperform a
xi
<PAGE>
hypothetical investment in all of the stocks in the DJIA over the life of the
Trust. The actual returns of a particular Trust or purchase of Units of a Trust
will vary from the hypothetical strategy returns due to among other things,
timing differences, and the fact that an actual Trust has sales charges,
expenses, and commissions.
--PORTFOLIO CHARACTERISTICS. The Portfolio of the Trust consists of five
issues of Securities, all of which are common stocks, issued by companies in the
categories set forth below:
<TABLE>
<CAPTION>
PERCENTAGE OF
PORTFOLIO AGGREGATE MARKET VALUE
CATEGORIES OF ISSUER NUMBERS OF TRUST PORTFOLIO
- ----------------------------------------------- --------------- -----------------------
<S> <C> <C>
Telecommunications 1 20.07 %
Integrated Petroleum 4 20.18 %
Automotive 3 19.96 %
Paper, Packaging Products, Buildings Materials 5 19.67 %
Food, Tobacco, Beverage 2 20.13 %
</TABLE>
On the Date of Deposit, the aggregate market value of the Securities in the
Trust, was $240,765.38.
PERFORMANCE INFORMATION--Information on the performance of the Trust, one or
more Select 5 series and the Select 5 stock strategy on the basis of changes in
Unit price (total return) may be included from time to time in advertisements,
sales literature and reports to current or prospective Unit Holders. Average
annualized returns may also be shown for consecutive series of the same Select 5
Industrial Portfolio cycle. Information on the performance of the Select 5
stocks contained in this Prospectus, as further updated, may also be included
from time to time in such material. Performance of individual Select 5
Portfolios may also be shown along with performance of the other portfolios for
comparable (though not necessarily identical) periods and on a combined basis.
Total return is computed by dividing share price changes plus dividends
reinvested at the end of each year by initial share prices, but does not reflect
commissions, taxes or portfolio sales charges or expenses, which would decrease
the return. Average annualized return figures of a Portfolio would reflect
deduction of the maximum sales charge. Material reflecting annual performance of
a hypothetical investment in the Select 5 stock strategy does not reflect
commissions, taxes, sales charges or expenses. No provision is made for any
income taxes payable. Past performance cannot guarantee future results.
xii
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 97-4
We have audited the accompanying statement of financial condition and
schedule of portfolio securities of the Dean Witter Select Equity Trust Select 5
Industrial Portfolio 97-4 as of June 30, 1997. These financial statements are
the responsibility of the Trustee (see note (f) to the statement of financial
condition). 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. Our procedures included
confirmation of an irrevocable letter of credit and contracts for the purchase
of securities, as shown in the statement of financial condition and schedule of
portfolio securities as of June 30, 1997, by correspondence with 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 statement of financial condition and schedule of
portfolio securities referred to above present fairly, in all material respects,
the financial position of the Dean Witter Select Equity Trust Select 5
Industrial Portfolio 97-4 as of June 30, 1997 in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
June 30, 1997
New York, New York
xiii
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 97-4
DATE OF DEPOSIT, JUNE 30, 1997
<TABLE>
<S> <C>
TRUST PROPERTY
Sponsor's Contracts to purchase
underlying Securities backed by an
irrevocable letter of credit (a)... $240,765.38
Organizational costs (b)............ 93,722.00
-----------
Total............................. $334,487.38
-----------
-----------
LIABILITY AND INTEREST OF UNIT HOLDERS
Liability--
Payment of deferred portion of
sales charge (c)................. $ 5,000.00
Accrued liability (b)............. 93,722.00
-----------
Subtotal.......................... $ 98,722.00
-----------
Interest of Unit Holders--
Units of fractional undivided
interest outstanding:
Cost to investors (d)............. $242,807.69
Gross underwriting commissions
(e).............................. (7,042.31)
-----------
Net amount applicable to
investors.......................... $235,765.38
-----------
Total............................. $334,487.38
-----------
-----------
</TABLE>
xiv
<PAGE>
- ---------
(a) The aggregate value of the Securities represented by Contracts to Purchase
listed under "Schedule of Portfolio Securities" and their cost to the Trust
are the same. The value is determined by the Trustee on the basis set forth
under "Public Offering of Units--Public Offering Price" as of the Date of
Deposit. An irrevocable letter of credit issued by Banque Nationale de
Paris, New York Branch, in the amount of $300,000.00 has been deposited with
the Trustee.
(b) Organizational costs borne by the Trust have been deferred and will be
amortized over the life of the Trust. Organizational costs have been
estimated based on a Trust with projected total assets of $30 million. To
the extent the assets of the Trust are less than $30 million, the
organizational costs may be less although the per Unit amount may increase.
To the extent the assets of the Trust are more, the organizational costs may
be higher.
(c) Represents the aggregate amount of mandatory distributions of $2.00 per 100
Units per month payable on the last business day of each month from August
29, 1997 through May 29, 1998. Distributions will be made to an account
maintained by the Trustee from which the Unit Holders' Deferred Sales Charge
obligation to the Sponsor will be satisfied. If Units are redeemed prior to
May 29, 1998, the remaining portion of the distribution applicable to such
Units will be transferred to such account on the redemption date.
(d) The aggregate Public Offering Price is computed on the basis set forth under
"Public Offering of Units--Public Offering Price" as of the evaluation time
on the Date of Deposit.
(e) The aggregate sales charge of 2.90% of the Public Offering Price per 100
Units is computed on the basis set forth under "Public Offering of
Units--Public Offering Price".
(f) The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of the Trust
and is responsible for establishing and maintaining a system of internal
controls directly related to, and designed to provide reasonable assurance
as to the integrity and reliability of, financial reporting of the Trust.
The Trustee is also responsible for all estimates and accruals reflected in
the Trust's financial statements. The Trustee determines the price for each
underlying Security included in the Trust's Schedule of Portfolio Securities
on the basis set forth in "Public Offering of Units--Public Offering Price".
Under the Securities Act of 1933, as amended (the "Act"), the Sponsor is
deemed to be an issuer of the Trust's Units. As such, the Sponsor has the
responsibility of an issuer under the Act with respect to financial
statements of the Trust included in the Registration Statement under the Act
and amendments thereto.
xv
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 97-4
ON DATE OF DEPOSIT, JUNE 30, 1997
<TABLE>
<CAPTION>
CURRENT PROPORTIONATE PERCENTAGE OF COST OF
ANNUAL RELATIONSHIP AGGREGATE PRICE PER SECURITIES
PORTFOLIO DIVIDEND PER NUMBER OF BETWEEN NO. MARKET VALUE SHARE TO TO
NO. NAME OF ISSUER SHARE (1) SHARES OF SHARES OF TRUST TRUST TRUST (2)(3)
- ----------- -------------------------------- ------------- ----------- ------------- ------------- --------- ------------
<C> <S> <C> <C> <C> <C> <C> <C>
1. AT&T Corp $ 1.32 1,378 27.03% 20.07% $ 35.0625 $ 48,316.13
2. Philip Morris Cos., Inc. 1.60 1,092 21.42 20.13 44.3750 48,457.50
3. General Motors Corp. 2.00 863 16.93 19.96 55.6875 48,058.31
4. Exxon Corp. 1.64 790 15.50 20.18 61.5000 48,585.00
5. International Paper 1.00 975 19.13 19.67 48.5625 47,348.44
----- ------------
5,098 $ 240,765.38
----- ------------
----- ------------
</TABLE>
- ---------
(1) Based on the latest quarterly or semiannual declaration. There can be no
assurance that future dividend payments, if any, will be maintained in an
amount equal to the dividend listed above.
(2) All Securities are represented entirely by contracts to purchase entered
into on June 30, 1997. Valuation of Securities by the Trustee was made on
the basis of the closing sale price on the New York Stock Exchange on April
30, 1997. The aggregate purchase price to the Sponsor for the Securities
deposited in the Trust is $240,765.38.
(3) The Sponsor had no profit or loss on the Date of Deposit.
The Sponsor may have acted as an underwriter, manager or co-manager of a
public offering of the securities of the above issuers during the last three
years. Affiliates of the Sponsor may serve as specialists in the Securities in
this Trust on one or more stock exchanges and may have a long or short position
in any of these stocks or in options on any of these stocks, 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 the Sponsor may be an
officer or director of one or more of the issuers of the Securities in the
Trust. The 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 options
relating thereto. The Sponsor, its affiliates, directors, elected officers,
employees and employee benefits programs may have either a long or short
position in any Security or option relating thereto.
xvi
<PAGE>
OFFERING FEATURES
Dean Witter Select Equity Trust
Select 5 Industrial Portfolio 97-4
- ----------------------------------------------
AN OPPORTUNITY TO INVEST FOR INCOME AND
ABOVE-AVERAGE GROWTH POTENTIAL
- -------------------------------------------------------------
- PORTFOLIO SELECTION -- Investment in the five lowest dollar price per
share stocks of the 10 common stocks in the Dow Jones Industrial Average
having the highest dividend yield (as of June 30, 1997) offers an
opportunity to earn income with above-average growth potential in the next
year.*
- REINVESTMENT OPTION -- Investors may elect to have distributions
automatically reinvested in additional units of the Trust subject to the
then remaining deferred sales charge.
- LOW MINIMUM INVESTMENT -- The Trust is priced at approximately $10 per
unit and the minimum investment is $1,000 although investors may purchase
any number of additional units they wish.
- EASY LIQUIDITY -- The Sponsor intends to maintain a secondary market where
Unit holders can sell units at the then-current market value based on net
asset value (including deduction for any deferred sales charge then due).
* Dow Jones Industrial Average is the property of Dow Jones & Company, Inc.
Dow Jones & Company, Inc. has not participated in any way in the creation of
the Trust or in the selection of the stocks included in the Trust and has not
approved any information included in the Prospectus relating thereto.
The Offering Features are a part of the prospectus and should be read in
conjunction with the entire
prospectus.
<PAGE>
INVEST IN THE 5 LOWEST DOLLAR PRICE PER SHARE
STOCKS OF THE 10 HIGHEST YIELDING STOCKS
IN THE DOW JONES INDUSTRIAL AVERAGE FOR
AS LITTLE AS $1,000.
- ---------------------------------------------------------
THE SELECT EQUITY TRUSTS
Achieving financial success in today's dynamic markets depends on
selecting the right investment strategy. As new opportunities emerge,
sparked by changing business trends, market strategies must be geared to
capitalize on them. Because such opportunities may not be easily
identified by individual investors, Dean Witter has developed the Select
Equity Trusts which offer investors a simple and convenient way to
participate in the equity market.
- --------------------------------------------------------------------------------
PORTFOLIO SELECTION
The Select 5 Industrial Portfolio consists of the 5 lowest dollar price
per share stocks of the 10 common stocks in the Dow Jones Industrial
Average having the highest dividend yield as of June 30, 1997. The Trust
is specifically designed for investors seeking income and above-average
growth potential. Because the Trust is a fixed portfolio of preselected
securities, purchasers know in advance what they are investing in.
- --------------------------------------------------------------------------------
RISK FACTORS--SPECIAL CONSIDERATIONS
The risks of an investment in Units of the Trust include price volatility
resulting from factors affecting the common stock of the issuer of a
portfolio security in particular and the equity markets in general. Since
the portfolio consists of five stocks, the portfolio may be subject to
greater volatility than a more diversified portfolio.
- --------------------------------------------------------------------------------
REINVESTMENT OPTION
Investors may elect to have distributions automatically reinvested in
additional units of the Trust subject to the then remaining deferred
sales charge.
- --------------------------------------------------------------------------------
NO TURNOVER
The Select 5 Industrial Portfolio is a portfolio of 5 specific stocks.
Listed within this prospectus are the stocks that make up the portfolio;
under ordinary circumstances the issuers of the stocks in the portfolio
will not change. Managed investment portfolios may have very high
turnover rates over a one-year period. The Trust typically has no
turnover during its life.
The Offering Features are a part of the prospectus and should be read in
conjunction with the entire
prospectus.
<PAGE>
- ---------------------------------------------------
FLEXIBILITY THROUGH EXCHANGE PRIVILEGES
Investors may elect, at any time, to exchange or rollover these units for
units of another Dean Witter Select Trust at a sales charge less than the
sales charge that a new investor would pay.
- --------------------------------------------------------------------------------
SHORT-TERM LIFE
The Trust will terminate in approximately one year at which time the
Portfolio will liquidate. Investors owning at least 2,500 units may elect
to receive distributions in respect of their Units in kind. Investors not
so electing will receive cash. Investors may, of course, sell or redeem
your Units prior to the Trust's termination.
- --------------------------------------------------------------------------------
EASY LIQUIDITY
All or a portion of your Units may be liquidated at any time based on net
asset value (including deduction for any deferred sales charge then
payable). The price you receive will reflect market conditions and could
be more or less than the price originally paid.
- --------------------------------------------------------------------------------
RETIREMENT ACCOUNTS
This Trust may be an attractive investment vehicle for a self-directed
IRA or self-directed self-employed retirement plan ("Keogh plan"). As an
income- and growth-oriented investment, it may be a suitable complement
to help achieve overall portfolio diversification.
- --------------------------------------------------------------------------------
NO MARKET TIMING
The Select 5 Industrial Portfolio leaves "emotional trading" behind by
focusing and buying a quality portfolio of blue-chip stocks with high
dividend yields. Due to the Trust's "buy and hold" strategy, an
investor's money is generally invested at all times. Managed investment
vehicles buy and sell securities and may have a sizable percentage of
assets in cash.
The Offering Features are a part of the prospectus and should be read in
conjunction with the entire
prospectus.
<PAGE>
PROSPECTUS PART B
DEAN WITTER SELECT EQUITY TRUST
INTRODUCTION
This series of the Dean Witter Select Equity Trust (the "Trust") was created
under the laws of the State of New York pursuant to a Trust Indenture and
Agreement (the "Indenture") and a related Reference Trust Agreement (the
"Agreement") (collectively, the "Indenture and Agreement")*, between Dean Witter
Reynolds Inc. (the "Sponsor") and The Chase Manhattan Bank (the "Trustee"). The
Sponsor is a principal operating subsidiary of Morgan Stanley, Dean Witter,
Discover & Co., a publicly-held corporation. (See: "Sponsor".) The objectives of
the Trust are income and above average growth potential through investment in a
fixed portfolio of Securities (the "Portfolio") of publicly-traded common stock.
There is no assurance that these objectives will be met because the Securities
may appreciate or depreciate in value (or pay dividends) depending on the full
range of economic and market influences affecting corporate profitability, the
financial condition of issuers and the prices of equity securities in general
and the Securities in particular.
On the date of creation of the Trust (the "Date of Deposit"), the Sponsor
deposited with the Trustee certain securities and contracts and funds
(represented by irrevocable letter(s) of credit issued by major commercial
bank(s)) for the purchase of such securities (collectively, the "Securities") at
prices equal to the market value of such Securities as determined by the Trustee
as of the Date of Deposit and/or cash (or a letter of credit in lieu of cash)
with instructions to the Trustee to purchase such Securities. (See: "Schedule of
Portfolio Securities".) The Trust was created simultaneously with the deposit of
the Securities with the Trustee and the execution of the Indenture and the
Agreement. The Trustee then immediately recorded the Sponsor as owner of the
units (the "Units") comprising the entire ownership of the Trust. Through this
prospectus (the "Prospectus"), the Sponsor is offering the Units, including
Additional Units, as defined below, for sale to the public. The holders of Units
(the "Unit Holders") will have the right to have their Units redeemed at a price
based on the market value of the Securities (the "Redemption Value") if they
cannot be sold in the secondary market which the Sponsor, although not obligated
to, proposes to maintain. In addition, the Sponsor may offer for sale, through
this Prospectus, Units which the Sponsor may have repurchased in the secondary
market or upon the tender of such Units for redemption. The Trustee has not
participated in the selection of Securities for the Trust, and neither the
Sponsor nor the Trustee will be liable in any way for any default, failure or
defect in any Securities.
With the deposit of the Securities in the Trust on the Date of Deposit, the
Sponsor established a proportionate relationship between the number of shares of
each Security in the Portfolio. (The original proportionate relationships on the
Date of Deposit are set forth in "Schedule of Portfolio Securities".) The
original proportionate relationships are subject to adjustment under certain
limited circumstances. (See: "Administration of the Trust--Portfolio
Supervision".) The Sponsor is permitted under the Indenture and Agreement to
deposit additional Securities, contracts to purchase additional Securities
together with a letter of credit and/or cash (or a letter of credit in lieu of
cash) with instructions to the Trustee to purchase additional Securities in
order to create additional Units ("Additional Units"). Any such additional
deposits made in the 90 day period following the creation of the Trust will
consist of securities identical to those already in the Trust and will be in
amounts which maintain, to the extent practicable, the original proportionate
relationship between the number of shares of each Security and any cash in the
Portfolio. It may not be possible to maintain the exact original proportionate
relationship because of price changes or other reasons. Any cash deposited with
instructions to purchase Securities may be held in an interest bearing account
by the Trustee. Any interest earned on such cash will be the property of the
Trust. Any cash deposited with instruction to purchase Securities not used to
purchase Securities and any interest not used to pay Trust expenses will be
distributed to Unit Holders on the earlier of the first Distribution Date or 90
days after
- ---------
* Reference is hereby made to said Indenture and Agreement and any statements
contained herein are qualified in their entirety by the provisions of said
Indenture and Agreement.
<PAGE>
the Date of Deposit. Additional Units may be continuously offered for sale to
the public by means of this Prospectus. Subsequent to the 90 day period
following the Date of Deposit any deposit of additional Securities and cash must
exactly replicate the portfolio immediately prior to such deposit. The Sponsor
may acquire large volumes of additional Securities for deposit into the Trust
over a short period of time. Such acquisitions may tend to raise the market
prices of these Securities. To minimize the risk of price fluctuations when
purchasing Securities, the Trust may purchase Securities at the closing price as
of the Evaluation Time by entering into trades with unaffiliated broker/dealers
for the purchase of large quantities of shares. Such trades will be entered into
at an increased commission cost which will be borne by the Trust. (See "Summary
of Essential Information"). The Sponsor cannot currently predict the actual
market impact of the Sponsor's purchases of additional Securities, because the
actual volume of Securities to be purchased and the supply and price of such
Securities is not known.
Units will be sold to investors at the Public Offering Price next computed
after receipt of the investor's order to purchase Units, if Units are available
to fill orders on the day that that price is set. If Units are not available or
are insufficient to fill the order, the investor's order will be rejected by the
Sponsor. The number of Units available may be insufficient to meet demand
because of the Sponsor's inability to or decision not to purchase and deposit
underlying Securities in amounts sufficient to maintain the proportionate
numbers of shares of each Security as required to create additional Units. The
Sponsor may, if unable to accept orders on any given day, offer to execute the
order as soon as sufficient Units can be created. An investor who agrees to this
will be deemed to place a new order for that number of Units each day until that
order is accepted. The investor's order will then be executed, when Units are
available, at the Public Offering Price next calculated after such continuing
order is accepted. The investor will, of course, be able to revoke his purchase
offer at any time prior to acceptance by the Sponsor. The Sponsor will execute
orders to purchase in the order it determines that they are received, i.e.,
orders received first will be filled first, except that indications of interest
prior to the effectiveness of the registration of the offering of Trust Units
which become orders upon effectiveness will be accepted according to the order
in which the indications of interest were received.
On the Date of Deposit, each Unit represented the fractional undivided
interest in the Securities and net income of the Trust set forth under "Summary
of Essential Information". Thereafter, if any Units are redeemed, the amount of
Securities in the Trust will be reduced, and the fractional undivided interest
represented by each remaining Unit in the balance of the Trust will be
increased. However, if Additional Units are issued by the Trust, the aggregate
value of the Securities in the Trust will be increased by amounts allocable to
such Additional Units and the fractional undivided interest in the balance will
be decreased. In connection with the deposit by the Sponsor of cash (or a letter
of credit in lieu of cash) with instructions to purchase additional Securities
in order to create Additional Units, to the extent that the price of a Security
fluctuates between the time the cash is deposited and the time the cash is used
to purchase the Security, Units (including previously issued Units) may
represent more or less of that Security and more or less of other Securities in
the Portfolio of the Trust. Units will remain outstanding until redeemed upon
tender to the Trustee by any Unit Holder (which may include the Sponsor) or
until the termination of the Trust pursuant to the Indenture and Agreement.
THE TRUST
RISK FACTORS--SPECIAL CONSIDERATIONS
An investment in Units of the Trust should be made with an understanding of
the risks which an investment in publicly-traded common stock may entail,
including the risk that the value of the Portfolio and hence of the Units will
decline with decreases in the market value of the Securities. The Trust will be
terminated and liquidated no later than the Mandatory Termination Date set forth
in the "Summary of Essential Information".
2
<PAGE>
On each Deferred Sales Charge Payment Date Securities will be sold pro rata
in an amount equal to $2.00 per 100 Units to pay the Deferred Sales Charge and
the proceeds will be distributed to the Sponsor. As Securities are sold to pay
the Deferred Sales Charge a Unit Holder's assets will be reduced and income per
Unit may be reduced.
SUMMARY DESCRIPTION OF THE PORTFOLIO
As used herein, the term "Common Stocks" refers to the common stocks (or
contracts to purchase such common stocks) (any such contracts to purchase common
stocks to be accompanied by an irrevocable letter of credit sufficient to
perform such contracts), initially deposited in the Trust and described under
"Schedule of Portfolio Securities". The term "Securities" includes any
additional common stock or contracts to purchase additional common stock
together with the corresponding irrevocable letter of credit, subsequently
acquired by the Trust pursuant to the Indenture and Agreement.
An investment in Units of the Trust should be made with an understanding
that the value of the underlying Securities, and therefore the value of Units,
will fluctuate, depending upon the full range of economic and market influences
which may affect the market value of such Securities. Certain risks are inherent
in an investment in equity securities, including the risk that the financial
condition of one or more of the issuers of the Securities may worsen or the
general condition of the common stock market may weaken. In such case, the value
of the Portfolio Securities and hence the value of Units may decline. Common
stocks are susceptible to general stock market movements and to volatile and
unpredictable increases and decreases in value as market confidence in and
perceptions of the issuers change from time to time. Such perceptions are based
upon varying reactions to such factors as expectations regarding domestic and
foreign economic, monetary and fiscal policies, inflation and interest rates,
currency exchange rates, economic expansion or contraction, and global or
regional political, economic or banking crises. In addition, investors should
understand that there are certain payment risks involved in owning common
stocks, including risks arising from the fact that holders of common and
preferred stocks have rights to receive payments from the issuers of those
stocks that are generally inferior to those of creditors of, or holders of debt
obligations issued by, such issuers. Furthermore, the rights of holders of
common stocks are inferior to the rights of holders of preferred stocks. Holders
of common stocks of the type held in the Portfolio have a right to receive
dividends only when, as and if, and in the amounts, declared by the issuer's
board of directors and to participate in amounts available for distribution by
the issuer only after all other claims on the issuer have been paid or provided
for. By contrast, holders of preferred stocks have the right to receive
dividends at a fixed rate when and as declared by the issuer's board of
directors, normally on a cumulative basis, but do not ordinarily participate in
other amounts available for distribution by the issuing corporation. Cumulative
preferred stock dividends must be paid before common stock dividends, and any
cumulative preferred stock dividend omitted is added to future dividends payable
to the holders of such cumulative preferred stock. Preferred stocks are also
entitled to rights on liquidation which are senior to those of common stocks.
For these reasons, preferred stocks entail less risk than common stocks.
However, neither preferred nor common stocks represent an obligation or
liability of the issuer and therefore do not offer any assurance of income or
provide the degree of protection of capital of debt securities. The issuance of
debt securities (as compared with both preferred and common stock) and preferred
stock (as compared with common stock) will create prior claims for payment of
principal and interest (in the case of debt securities) and dividends and
liquidation preferences (in the case of preferred stock) which could adversely
affect the ability and inclination of the issuer to declare or pay dividends on
its common stock or the rights of holders of common stock with respect to assets
of the issuer upon liquidation or bankruptcy. Further, unlike debt securities
which typically have a stated principal amount payable at maturity (which value
will be subject to market fluctuations prior thereto), or preferred stocks which
typically have a liquidation preference and which may have stated optional or
mandatory redemption provisions, common stocks have neither a fixed principal
amount nor a maturity date and have values which are subject to market
fluctuations for as long as the common stocks remain outstanding. Additionally,
market timing and volume trading will also affect the underlying value of
Securities, including the Sponsor's buying of additional Securities and the
Trust's selling of Securities during the Liquidation Period. The value of the
Securities in the Portfolio thus may be expected to
3
<PAGE>
fluctuate over the entire life of the Trust to values higher or lower than those
prevailing on the Date of Deposit. The Sponsor may direct the Trustee to dispose
of Securities under certain specified circumstances (see "Administration of the
Trust--Portfolio Supervision"). However, Securities will not be disposed of
solely as a result of normal fluctuations in market value.
There can be no assurance that a market will be made for any of the
Securities, that any market for the Securities will be maintained or of the
liquidity of the Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to meet redemptions
and the value of the Trust will be adversely affected if trading markets for the
Securities are limited or absent.
OBJECTIVES AND SECURITIES SELECTION
The objectives of the Trust are (i) to provide income and (ii) to offer
above-average growth potential through an investment for approximately one year
in a fixed diversified portfolio of Securities chosen in the manner described in
the "Summary of Essential Information" in Part A herein. There is, of course, no
guarantee that the Trust's objectives will be achieved.
The Trust consists of such of the Securities listed under "Schedule of
Portfolio Securities" as may continue to be held from time to time in the Trust
and any additional Securities and/or contributed cash acquired and held by the
Trust pursuant to the provisions of the Indenture together with undistributed
income therefrom and undistributed cash realized from the disposition of
Securities (See: "Administration of the Trust"). Neither the Sponsor nor the
Trustee shall be liable in any way for any default, failure or defect in any of
the Securities. However, should any contract deposited hereunder fail and no
substitute Security be acquired, the Sponsor shall cause to be refunded the
sales charge relating to such security, plus the portion of the cost of the
failed contract listed under "Schedule of Portfolio Securities".
Because certain Securities from time to time may be sold or their percentage
reduced under certain circumstances described herein, and because additional
Securities may be deposited into the Trust from time to time, the Trust is not
expected to retain for any length of time its present size and composition.
(See: "Administration of the Trust--Portfolio Supervision".)
The Trust is organized as a unit investment trust and not as a management
investment company. Therefore, neither the Trustee nor the Sponsor has the
authority to manage the Trust's assets in an attempt to take advantage of
various market conditions to improve the Trust's net asset value, and further,
the Trust's Securities may be disposed of only under limited circumstances.
(See: "Administration of the Trust--Portfolio Supervision".)
There is no assurance that any dividends will be declared or paid in the
future on the Securities initially deposited or to be deposited subsequently in
the Trust.
DISTRIBUTION
The Record Dates and the Distribution Dates are set forth in Part A hereto.
(See: "Summary of Essential Information".) The distributions will be an amount
equal to such Unit Holder's pro rata portion of the amount of dividend income
received by the Trust and proceeds of the sale of Portfolio Securities,
including capital gains, not used for the redemption of Units, if any (less the
Trustee's fees, Sponsor's portfolio supervision fees and expenses).
Distributions for the account of beneficial owners of Units registered in
"street name" and held by the Sponsor will be made to the investment account of
such beneficial owners maintained with the Sponsor. Whenever required for
regulatory or tax purposes or if otherwise directed by the Sponsor, the Trustee
may make special distributions on special distribution dates to Unit Holders of
record on special record dates declared by the Trustee.
4
<PAGE>
TAX STATUS OF THE TRUST
In the opinion of Cahill Gordon & Reindel, special counsel for the Sponsor,
under existing Federal income tax law:
The Trust is not an association taxable as a corporation for Federal
income tax purposes, and income received by the Trust will be treated as
income of the Unit Holders in the manner set forth below.
Each Unit Holder will be considered the owner of a pro rata portion of
each asset in the Trust under the grantor trust rules of Sections 671-678 of
the Internal Revenue Code of 1986, as amended (the "Code"). The total tax
cost of each Unit will equal the cost of Units (including the Initial Sales
Charge) plus the amount of organizational expenses borne by the Unit Holder.
A Unit Holder should determine the tax cost for each asset represented by
the Holder's Units by allocating the total cost for such Units (including
the Initial Sales Charge) among the assets in the Trust represented by the
Units in proportion to the relative fair market values thereof on the date
the Unit Holder purchases such Units. The proceeds received by a Unit Holder
upon termination of the Trust or redemption of Units will be paid, net of
the Deferred Sales Charge. The relevant tax reporting forms sent to Unit
Holders will also reflect the actual amounts paid to them, net of the
Deferred Sales Charge. Accordingly, Unit Holders should not increase the
total cost for their Units by the amount of the Deferred Sales Charge.
A Unit Holder will be considered to have received all of the dividends
paid on the Holder's pro rata portion of each Security when such dividends
are received by the Trust including the portion of such dividend used to pay
ongoing expenses and organizational expenses. In the case of a corporate
Unit Holder, such dividends will qualify for the 70% dividends received
deduction for corporations to the same extent as though the dividend paying
stock were held directly by the corporate Unit Holder. An individual Unit
Holder who itemizes deductions will be entitled to an itemized deduction for
the Holder's pro rata share of fees and expenses paid by the Trust as though
such fees and expenses were paid directly by the Unit Holder, but only to
the extent that this amount together with the Unit Holder's other
miscellaneous deductions exceeds 2% of the Holder's adjusted gross income. A
corporate Unit Holder will not be subject to this 2% floor.
Under the position taken by the Internal Revenue Service in Revenue
Ruling 90-7, a distribution by the Trustee to a Unit Holder (or to the
Holder's agent) of such Holder's PRO RATA share of the Securities in kind
upon redemption or termination of the Trust will not be a taxable event to
the Unit Holder. Such Unit Holder's basis for Securities so distributed will
be equal to the Holder's basis for the same Securities (previously
represented by the Holder's Units) prior to such distribution and the
holding period for such Securities will be the shorter of the period during
which the Unit Holder held the Units and the period for which the Securities
were held in the Trust. A Unit Holder will have a taxable gain or loss,
which will be a capital gain or loss except in the case of a dealer, when
the Unit Holder disposes of such Securities in a taxable transfer.
Under the income tax laws of the State and City of New York, the Trust
is not an association taxable as a corporation and the income of the Trust
will be treated as the income of the Unit Holders.
If the proceeds received by the Trust upon the sale or redemption of an
underlying Security exceed a Unit Holder's adjusted tax cost allocable to the
Security disposed of, that Unit Holder will realize a taxable gain to the extent
of such excess. Conversely, if the proceeds received by the Trust upon the sale
or redemption of an underlying Security are less than a Unit Holder's adjusted
tax cost allocable to the Security disposed of, that Unit Holder will realize a
loss for tax purposes to the extent of such difference except that upon
reinvestment of proceeds in a New Series the Internal Revenue Service may seek
to disallow such loss to the extent that the underlying securities in each trust
are substantially identical and the purchase of units of the New Series takes
place less than thirty-one days after the sale of the underlying Security. Under
the Code, net capital gain (i.e., the excess of net long-term capital gain over
net short-term capital loss) of individuals, estates and trusts is subject to a
maximum nominal tax rate of 28%. Such net capital gain may, however, result in a
disallowance of itemized deductions and/or affect a personal exemption
phase-out. The maximum
5
<PAGE>
lower net capital gain rate will be unavailable to those Unit Holders who have
held their units for less than a year and a day as of the Mandatory Termination
Date (or earlier termination of the Trust) or any day on which a Unit Holder's
units are exchanged or rolled over.
Each Unit Holder should consult his, her or its tax advisor with respect to
the application of the above general information to his, her or its own personal
situation.
RETIREMENT PLANS
Units of the Trust may be suited for purchase by Individual Retirement
Accounts and pension plans or profit sharing and other qualified retirement
plans. Investors considering participation in any such plan should review
specific tax laws and pending legislation relating thereto and should consult
their attorneys or tax advisors with respect to the establishment and
maintenance of any such plan.
A qualified retirement plan provides employee retirement benefits and is
funded by contributions from the employer (including contributions by a
self-employed individual, in which case the plan is sometimes called a Keogh
plan). The contributions are, within limits, deductible in determining the
taxable income of the contributing employer for Federal income tax purposes.
Income received by the plan is not taxed when received by it (nor are plan
losses deductible), but distributions from the plan are generally included in
ordinary income of the distributee upon receipt. A lump sum payout of the entire
amount held in such a plan can, however, be eligible for 5 or 10 year averaging.
An individual retirement account (an "IRA") is similar to a qualified
retirement plan but contributions to an IRA up to $2,000 per year are generally
made by an individual from earned income, rather than by an employer.
(Additional contributions of up to $2,000 may also be made to an IRA of an
individual's spouse provided that the combined income of the individual and his
or her spouse is sufficient.) An individual is permitted to contribute to an IRA
even though he or she is also covered by a qualified retirement plan; but, in
the case of higher-income individuals who are active participants in a qualified
retirement plan, IRA contributions are neither currently deductible nor taxed
when paid out by the IRA (although income earned in the IRA is taxed as ordinary
income when distributed). The IRA beneficiary must not have attained age 70 1/2
by the close of the taxable year for which an IRA contribution is made; and 5
and 10 year averaging is not allowable for IRA distributions.
Distributions from qualified retirement plans must begin in minimum amounts
no later than the April 1 following the calendar year in which the employee
attains age 70 1/2 (or in the case of a person other than a 5% owner, April 1 of
the calendar year in which the employee retires, if later) or within 5 years
after his or her prior death if death occurs before distributions begin (with
later distribution allowed for a surviving spouse and with lifetime annuity-type
payouts to any beneficiary permitted). Minimum required distributions from IRAs
are governed by similar rules (except that minimum distributions to the
individual for whom the IRA is maintained must in all cases begin no later than
the April 1 following the calendar year in which the individual attains age
70 1/2).
Forms and arrangements for establishing qualified retirement plans and IRAs
are available from the Sponsor, as well as from other brokerage firms, other
financial institutions and others. Fees and charges with respect to such plans
and IRAs are not uniform and may vary from time to time as well as from
institution to institution.
Distributions received from a qualified retirement plan or IRA before the
employee attains age 59 1/2 are subject to a 10% additional tax, unless the
distribution is (i) made on or after the employee's death, (ii) attributable to
his disablement, (iii) in the nature of a life annuity, (iv) made to the
employee after separation from service after attainment of age 55, or (v) made
for other reasons specified in the law. Qualifying distributions from a
qualified retirement plan or from an IRA may, however, be rolled over or
transferred to another qualified retirement plan or IRA under specified
circumstances.
6
<PAGE>
The foregoing information is of a general nature, does not purport to be
complete and relates only to the Federal income tax rules applicable to
qualified retirement plans and IRAs. State and local tax rules and foreign tax
regimes may treat qualified retirement plans and IRAs differently. Anyone
contemplating establishing a qualified retirement plan or IRA or investing funds
of such a plan or IRA in Trust units should consult his, her or its tax advisor
with respect to the tax consequences of any such action and the application of
the foregoing general tax information to his, her or its particular situation.
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE
The Public Offering Price of the Units is calculated on each business day
and is computed by adding to the aggregate market value of the Portfolio
Securities (as determined by the Trustee) next computed after receipt of a
purchase order, divided by the number of Units outstanding, the sales charge
shown in "Summary of Essential Information". Commissions and any other
transactional costs, if any, incurred by the Sponsor in connection with the
deposit of additional Securities or contracts to purchase additional Securities
for the creation of Additional Units will be added to the Public Offering Price.
After the initial Date of Deposit, a proportionate share of amounts in the
Income Account and Principal Account and amounts receivable in respect of stocks
trading ex-dividend (other than money required to be distributed to Unit Holders
on a Distribution Date and money required to redeem tendered Units) is added to
the Public Offering Price. In the event a stock is trading ex-dividend at the
time of deposit of additional Securities, an amount equal to the dividend that
would be received if such stock were to receive a dividend will be added to the
Public Offering Price. The Public Offering Price per Unit is calculated to five
decimal places and rounded up or down to three decimal places. The Public
Offering Price on any particular date will vary from the Public Offering Price
on the Date of Deposit (set forth in the "Summary of Essential Information") in
accordance with fluctuations in the aggregate market value of the Securities,
the amount of available cash on hand in the Trust and the amount of certain
accrued fees and expenses.
As more fully described in the Indenture, the aggregate market value of the
Securities is determined by the Trustee based on closing prices on the day the
valuation is made as described under "Redemption--Computation of Redemption
Price" or, if there are no such reported prices, by taking into account the same
factors referred to under "Redemption--Computation of Redemption Price".
Determinations are effective for transactions effected subsequent to the last
preceding determination.
The sales charge consists of an Initial Sales Charge and a Deferred Sales
Charge. The Initial Sales Charge is computed by deducting the Deferred Sales
Charge ($20.00 per 100 Units) from the aggregate sales charge. The Initial Sales
Charge paid by a Unit Holder may be more or less than the Initial Sales Charge
on the Date of Deposit because of the fluctuation of the value of the Securities
from that on the Date of Deposit. The Deferred Sales Charge will initially be
$20.00 per 100 Units but will be reduced each month by one tenth; the Deferred
Sales Charge will be paid through monthly payments of $2.00 per 100 Units per
month commencing on the first Deferred Sales Charge Payment Date as shown on the
Summary of Essential Information through the sale of Securities on each such
date or distribution of cash available for such payment. To the extent the
entire Deferred Sales Charge has not been so paid at the time of repurchase,
redemption or exchange of the Units, any unpaid amount will be deducted from the
proceeds or in calculating an in kind distribution. For purchases of Units with
a value of $25,000 or more, the Initial Sales Charge is reduced on a graduated
basis as shown below under "Volume Discount". Units purchased pursuant to the
Reinvestment Program are subject only to any remaining Deferred Sales Charge
payments (see "Reinvestment Program"). Unit Holders investing the proceeds of
distribution from a previous terminating Series of Dean Witter Select Equity
Trust, upon purchase of Units of the Trust, will be subject only to the Deferred
Sales Charge on such Units. Unit Holders acquiring Units of the Trust pursuant
to an exchange of units of a different unit investment trust will not be charged
an initial sales charge at the time of the exchange but such Units acquired will
be subject to the Deferred Sales Charge.
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PUBLIC DISTRIBUTION
Units issued on the Date of Deposit and Additional Units issued in respect
of additional deposits of Securities will be distributed to the public by the
Sponsor and through dealers at the Public Offering Price determined as provided
above. Unsold Units or Units acquired by the Sponsor in the secondary market
referred to below may be offered to the public by this Prospectus at the then
current Public Offering Price determined as provided above.
The Sponsor intends to qualify Units in states selected by the Sponsor for
sale by the Sponsor and through dealers who are members of the National
Association of Securities Dealers, Inc. Sales to dealers during the initial
offering period will be made at prices which reflect a concession of 65% of the
applicable sales charge, subject to change from time to time. In addition, sales
of Units may be made pursuant to distribution arrangements with certain banks
and/or other entities subject to regulation by the Office of the Comptroller of
the Currency which are acting as agents for their customers. These banks and/or
entities are making Units of the Trust available to their customers on an agency
basis. A portion of the sales charge paid by these customers is retained by or
remitted to such banks or entities in an amount equal to the fee customarily
received by an agent for acting in such capacity in connection with the purchase
of Units. The Glass-Steagall Act prohibits banks from underwriting certain
securities, including Units of the Trust; however, this Act does permit certain
agency transactions, and banking regulators have not indicated that these
particular agency transactions are impermissible under this Act. In Texas, as
well as certain other states, any bank making Units available must be registered
as a broker-dealer in that State. The Sponsor reserves the right to reject, in
whole or in part, any order for the purchase of Units.
SECONDARY MARKET
While not obligated to do so, it is the Sponsor's present intention to
maintain, at its expense, a secondary market for Units of this series of the
Dean Witter Select Equity Trust and to continuously offer to repurchase Units
from Unit Holders at the Sponsor's Repurchase Price. The Sponsor's Repurchase
Price is computed by adding to the aggregate value of the Securities in the
Trust, any cash on hand in the Trust including dividends receivable on stocks
trading ex-dividend (other than money required to redeem tendered Units and cash
deposited by the Sponsor to purchase Securities or cash held in the Reserve
Account) and deducting therefrom expenses of the Trustee, Sponsor, counsel and
taxes, if any, any remaining unpaid portion of the Deferred Sales Charge and
cash held for distribution to Unit Holders of record as of a date on or prior to
the evaluation; and then dividing the resulting sum by the number of Units
outstanding, as of the date of such computation. In addition, after the initial
offering period, the Sponsor's Repurchase Price will be reduced to reflect the
Trust's estimated costs of liquidating the Securities to meet redemption
requests. There is no sales charge incurred when a Unit Holder sells Units back
to the Sponsor other than the payment of the unpaid portion of the Deferred
Sales Charge. Any Units repurchased by the Sponsor at the Sponsor's Repurchase
Price may be reoffered to the public by the Sponsor at the then current Public
Offering Price. Any profit or loss resulting from the resale of such Units will
belong to the Sponsor.
If the supply of Units exceeds demand (or for any other business reason),
the Sponsor may, at any time, occasionally, from time to time, or permanently,
discontinue the repurchase of Units of this series at the Sponsor's Repurchase
Price. In such event, although under no obligation to do so, the Sponsor may, as
a service to Unit Holders, offer to repurchase Units at the "Redemption Price".
Alternatively, Unit Holders may redeem their Units through the Trustee.
PROFIT OF SPONSOR
The Sponsor receives a sales charge on Units sold to the public and to
dealers. The Sponsor may have also realized a profit (or sustained a loss) on
the deposit of the Securities in the Trust representing the difference between
the cost of the Securities to the Sponsor and the cost of the Securities to the
Trust (for a description of such profit (or loss) and the amount of such
difference on the initial Date of Deposit see: "Schedule of Portfolio
Securities"). The Sponsor may realize a similar profit (or loss) in connection
with
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each additional deposit of Securities. In addition, the Sponsor may have acted
as broker in transactions relating to the purchase of Securities for deposit in
the Trust. During the initial public offering period the Sponsor may realize
additional profit (or sustain a loss) due to daily fluctuations in the prices of
the Securities in the Trust and thus in the Public Offering Price of Units
received by the Sponsor. Cash, if any, received by the Sponsor from the Unit
Holders prior to the settlement date for purchase of Units or prior to the
payment for Securities upon their delivery may be used in the Sponsor's business
and may be of benefit to the Sponsor.
The Sponsor may also realize profits (or sustain losses) while maintaining a
secondary market in the Units, in the amount of any difference between the
prices at which the Sponsor buys Units and the prices at which the Sponsor
resells such Units (such prices include a sales charge) or the prices at which
the Sponsor redeems such Units, as the case may be.
VOLUME DISCOUNT
Although under no obligation to do so, the Sponsor intends to permit volume
purchasers of Units to purchase Units at a reduced sales charge. The Sponsor may
at any time change the amount by which the sales charge is reduced, or may
discontinue the discount altogether.
The sales charge of 2.90% of the Public Offering Price will be reduced
pursuant to the following graduated scale for sales to any person of at least
$25,000 during the initial offering period. The sales charge in the secondary
market, which will be reduced pursuant to the following graduated scale,
consists of an Initial Sales Charge and the remaining portions of the Deferred
Sales Charge. The following scale assumes a public offering price of $1,000 per
100 units:
<TABLE>
<CAPTION>
SALES CHARGE
----------------------------------------
PERCENT OF
PERCENT OF THE AMOUNT
PUBLIC OFFERING INVESTED
PRICE IN SECURITIES
------------------- ------------------
<S> <C> <C>
Less than $25,000....................... 2.90% 2.926%
$25,000 to $49,999...................... 2.75 2.775
$50,000 to $99,999...................... 2.50 2.523
$100,000 to $249,999.................... 2.25 2.270
$250,000 to $999,999.................... 2.00 2.00
$1,000,000 or more...................... 1.00 1.00
</TABLE>
The reduced sales charges as shown on the chart above will apply to all
purchases of Units of this Trust on any one day by the same person, partnership
or corporation (other than a dealer), in the amounts stated herein. For
purchases of $250,000.00 or more, the sales charge consists solely of a deferred
sales charge of $20.00 per 100 units for a purchase of $250,000.00 to
$999,999.99 and adjusted to total $10.00 per 100 units for a purchase of
$1,000,000.00 or more.
Units held in the name of the purchaser's spouse or in the name of a
purchaser's child under the age 21 are deemed for the purposes hereof to be
registered in the name of the purchaser. The reduced sales charges are also
applicable to a trustee or other fiduciary, including a partnership or
corporation purchasing Units for a single trust estate or single fiduciary
account.
The dealer concession will be 65% of the sales charge per Unit.
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REDEMPTION
RIGHT OF REDEMPTION
One or more Units may be redeemed at the Redemption Price upon delivery of a
request for redemption to the Trustee at its unit investment trust office in the
City of New York, in form satisfactory to the Trustee. A Unit Holder may tender
its Units for redemption at any time after the settlement date for purchase. The
Redemption Price per Unit is calculated as set forth under "Computation of
Redemption Price". There is no sales charge incurred when a Unit Holder tenders
its Units to the Trustee for redemption other than the payment of any Deferred
Sales Charge then due.
On the third business day following the tender to the Trustee of Units to be
redeemed the Unit Holder will be entitled to receive monies per Unit equal to
the Redemption Price per Unit as determined by the Trustee as of the Evaluation
Time on the date of tender.
During the period in which the Sponsor maintains a secondary market for
Units, the Sponsor may repurchase any Unit presented for tender to the Trustee
for redemption no later than the close of business on the next Business Day
following such presentation.
Units will be redeemed by the Trustee solely in cash for any one Unit Holder
tendering less than 2,500 Units. With respect to redemption requests regarding
at least 2,500 Units, the Sponsor may determine, in its discretion, to direct
the Trustee to redeem Units "in kind" by distributing Portfolio Securities to
the redeeming Unit Holder. The Sponsor may direct the Trustee to redeem Units
"in kind" even if it is then maintaining a secondary market in Units of the
Trust. Unit Holders redeeming "in kind" will receive an amount and value of
Trust Securities per Unit equal to the Redemption Price Per Unit as determined
as of the Evaluation Time next following the tender as set forth herein under
"Computation of Redemption Price" below. The distribution "in kind" for
redemption of Units will be held by the Trustee for the account of, and for
disposition in accordance with the instructions of, the tendering Unit Holder.
The tendering Unit Holder will be entitled to receive whole shares of each of
the underlying Portfolio Securities, plus cash equal to the Unit Holder's pro
rata share of the cash balance of the Income and Principal Accounts and cash
from the Principal Account equal to the fractional shares to which such
tendering Unit Holder is entitled. The Trustee, in connection with implementing
the redemption "in kind" procedures outlined above, may make any adjustments
necessary to reflect differences between the Redemption Price of Units and the
value of the Securities distributed "in kind" as of the date of tender. If the
Principal Account does not contain amounts sufficient to cover the required cash
distribution to the tendering Unit Holder, the Trustee is empowered to sell
Securities in the Trust Portfolio in the manner discussed below. A Unit Holder
receiving redemption distributions of Securities "in kind" may incur brokerage
costs and odd-lot charges in converting Securities so received into cash. The
Trustee will assess transfer charges to Unit Holders taking Securities "in kind"
according to its usual practice.
The portion of the Redemption Price which represents the Unit Holder's
interest in the Income Account shall be withdrawn from the Income Account to the
extent available. The balance paid on any redemption, including dividends
receivable on stocks trading ex-dividend, if any, shall be drawn from the
Principal Account to the extent that funds are available for such purpose. The
Trustee is authorized by the Agreement to sell Securities in order to provide
funds for redemption. To the extent Securities are sold, the size and diversity
of the Trust will be reduced. Such sales may be required at a time when
Securities would not otherwise be sold and might result in lower prices than
might otherwise be realized. The Redemption Price received by a tendering Unit
Holder may be more or less than the purchase price originally paid by such Unit
Holder, depending on the value of the Securities in the Portfolio at the time of
redemption. Moreover, due to the minimum lot size in which Securities may be
required to be sold, the proceeds of such sales may exceed the amount necessary
for payment of Units redeemed. Such excess proceeds will be distributed pro rata
to all remaining Unit Holders of record on the next following Record Date.
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<PAGE>
Securities to be sold for purposes of redeeming Units will be selected from
a list supplied by the Sponsor. If not so instructed by the Sponsor, the Trustee
will select the Securities to be sold so as to maintain, as closely as
practicable, the proportionate relationship between the number of shares of each
Security in the Trust.
COMPUTATION OF REDEMPTION PRICE
The Trust Evaluation per Unit is determined as of the Evaluation Time stated
under "Summary of Essential Information" above (a) semiannually, on the last
Business Day of each of the months of June and December, (b) on the day on which
any Unit of the Trust is tendered for redemption (unless tender is made after
the Evaluation Time on such day, in which case Tender shall be deemed to have
been made on the next day subsequent thereto on which the New York Stock
Exchange is open for trading) and (c) on any other Business Day desired by the
Sponsor or the Trustee, (1) by adding:
a. The aggregate value of Securities in the Trust, as determined by the
Trustee;
b. Cash on hand in the Trust, including dividends receivable on stocks
trading ex-dividend, other than money deposited to purchase Securities or
money credited to the Reserve Account;
c. All other assets of the Trust;
(2) and then, by deducting from the resulting figure: amounts representing
any applicable taxes or governmental charges payable by the Trust for the
purpose of making an addition to the reserve account (as defined in the
Agreement, the "Reserve Account"), amounts representing estimated accrued fees
and expenses of the Trust (including legal and auditing expenses), amounts
representing unpaid fees of the Trustee, the Sponsor and counsel, any remaining
unpaid portion of the Deferred Sales Charge and monies held to redeem tendered
Units and for distribution to Unit Holders of record as of the Business Day
prior to the Evaluation being made on the days or dates set forth above and
then;
(3) by dividing the result of the above computation by the total number of
Units outstanding on the date of such Evaluation. The resulting figure equals
the Redemption Price for each Unit.
In addition, after the initial offering period, the Redemption Price will be
reduced to reflect the Trust's estimated costs of liquidating the Securities to
meet the redemption.
The aggregate value of the Securities shall be determined by the Trustee in
good faith in the following manner: If the Securities are listed on one or more
national securities exchanges, such valuation shall be based on the closing
price on such exchange which is the principal market thereof and which shall be
deemed to be the New York Stock Exchange if the Securities are listed thereon
(unless the Trustee deems such price inappropriate as a basis for valuation). If
the Securities are not so listed, or, if so listed and the principal market
therefor is other than such exchange or there is no closing price on such
exchange, such valuation shall be based on the closing price in the
over-the-counter market (unless the Trustee deems such price inappropriate as a
basis for valuation) or if there is no such closing price, by any of the
following methods which the Trustee deems appropriate: (i) on the basis of
current bid prices of such Securities as obtained from investment dealers or
brokers (including the Depositor) who customarily deal in securities comparable
to those held by the Trust, or (ii) if bid prices are not available for any of
such Securities, on the basis of bid prices for comparable securities, or (iii)
by appraisal of the value of the Securities on the bid side of the market or by
such other appraisal as is deemed appropriate, or (iv) by any combination of the
above.
POSTPONEMENT OF REDEMPTION
The right of redemption may be suspended and payment of the Redemption Price
per Unit postponed for more than seven calendar days following a tender of Units
for redemption (i) for any period during which the New York Stock Exchange, Inc.
is closed, other than for customary weekend and holiday closings, or (ii) for
any period during which, as determined by the Securities
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<PAGE>
and Exchange Commission, either trading on the New York Stock Exchange, Inc. is
restricted or an emergency exists as a result of which disposal or evaluation of
the Securities is not reasonably practicable, or (iii) for such other periods as
the Securities and Exchange Commission may by order permit. The Trustee is not
liable to any person or in any way for any loss or damage that may result from
any such suspension or postponement.
EXCHANGE OPTION
Unit Holders of any Dean Witter Select Trust or any holders of units of any
other unit investment trust (collectively, "Holders") may elect to exchange any
or all of their units for units of one or more of any series of the Dean Witter
Select Equity Trust or for units of any other Dean Witter Select Trusts, that
may from time to time be made available for such exchange by the Sponsor (the
"Exchange Trusts"). Such an exchange is implemented by a sale of Units and a
purchase of the units of an Exchange Trust. Such units may be acquired at prices
based on reduced sales charges per unit. The purpose of such reduced sales
charge is to permit the Sponsor to pass on to the Holder who wishes to exchange
units the cost savings resulting from such exchange. The cost savings result
from reductions in time and expense related to advice, financial planning and
operational expense required for the Exchange Option. The following Exchange
Trusts are currently available: the Dean Witter Select Municipal Trust, the Dean
Witter Select Government Trust, the Dean Witter Select Equity Trust, the Dean
Witter Select Investment Trust and the Dean Witter Select Corporate Trust.
Each Exchange Trust has different investment objectives: a Holder should
read the Prospectus for the applicable Exchange Trust carefully to determine the
investment objective prior to exercise of this option.
This option will be available provided the Sponsor maintains a secondary
market in units of the applicable Exchange Trust and provided that units of the
applicable Exchange Trust are available for sale and are lawfully qualified for
sale in the state in which the Holder is a resident. While it is the Sponsor's
present intention to maintain a secondary market for the units of Exchange
Trusts, there is no obligation on its part to do so. Therefore, there is no
assurance that a market for units will in fact exist on any given date in which
a Holder wishes to sell or exchange Units; thus, there is no assurance that the
Exchange Option will be available to any Unit Holder. The Sponsor reserves the
right to modify, suspend or terminate this option. Sixty days notice will be
given prior to the date of the termination of or a material amendment to the
Exchange Option except that no notice need be given in certain circumstances
approved by the Securities and Exchange Commission. In the event the Exchange
Option is not available to a Unit Holder at the time such Unit Holder wishes to
exercise such option, the Unit Holder will be immediately notified and no action
will be taken with respect to such tendered Units without further instruction
from the Unit Holder.
Exchanges will be affected in whole units only. Any excess proceeds from the
surrender of a Unit Holder's Units will be returned. Alternatively, Unit Holders
will be permitted to make up any difference between the amount representing the
Units being submitted for exchange and the amount representing the units being
acquired up to the next highest number of whole units.
An exchange of Units pursuant to the Exchange Option will constitute a
"taxable event" under the Code, i.e., a Holder will recognize a gain or loss at
the time of exchange, except that, upon an exchange of Units for units of any
series of the Exchange Trusts which are grantor trusts for U.S. federal income
tax purposes the Internal Revenue Service may seek to disallow any loss incurred
upon such exchange to the extent that the underlying securities in each Trust
are substantially identical and the purchase of the units of an Exchange Trust
takes place less than thirty-one days after the sale of the Units. In order to
avoid the potential disallowance of losses for tax purposes, a Unit Holder may
notify the Sponsor that the Unit Holder desires to purchase units of the
Exchange Trust on the thirty-first day after the day of the sale of the Units
exchanged. The proceeds of the Units surrendered will be deposited in the Unit
Holder's brokerage account at the Sponsor and may be withdrawn at any time. Cash
from the account will be utilized to purchase units of the Exchange Trust on the
thirty-first day after the day of sale of the Units exchanged in accordance with
the procedures set forth above. A Unit Holder may revoke the order to purchase
at any time prior to the purchase on the thirty-first
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<PAGE>
day by calling his financial advisor. Units will be purchased at a price based
upon the net asset value per unit plus the applicable sales charge of 2.0%.
However, there can be no assurance that a market for units will exist on such
date or that units will be available for purchase on such date. If units are
unavailable, the Sponsor may acquire units in the secondary market or create
units as soon as possible thereafter, which units will be sold by the Sponsor
based on the net asset value on the date of purchase of the units plus the
applicable sales charge of 2.0%. The order does not create a contract or option
to acquire units. If units are not held in the Sponsor's inventory on the 31st
day or if the Sponsor does not create additional units or is unable to acquire
units in the secondary market, units of the Exchange Trust will not be purchased
and the cash will remain in the Unit Holder's account. A Unit Holder who
exchanges Units of one Trust for units of another trust should consult his or
her tax advisor regarding the extent to which such exchange results in the
recognition of a loss for Federal and/or state or local income tax purposes.
To exercise the Exchange Option, a Unit Holder should notify the Sponsor of
the desire to acquire units of one or more of the Exchange Trusts. Upon the
exchange of Units of the Trust, any Deferred Sales Charge balance will be
deducted from the exchange proceeds. If units of the applicable outstanding
series of the Exchange Trust are at that time available for sale, the Unit
Holder may select the series or group of series for which the Units are to be
exchanged. The Unit Holder will be provided with a current prospectus or
prospectuses relating to each series in which interest is indicated.
The exchange transaction will operate in a manner essentially identical to
any secondary market transaction, i.e., Units will be repurchased at a price
based upon the aggregate bid side evaluation per Unit of the Securities in the
Portfolio. Units of the Exchange Trust will be sold to the Unit Holder at a
price equal to the net asset value based on the offering or bid side evaluation
(as applicable) per unit of the securities in the Exchange Trust's Portfolio,
plus accrued interest, if any, and the applicable sales charge of 2.0% of the
Public Offering Price per Unit. If the Exchange Trust is a series of Dean Witter
Select Equity Trust, Select 10 Industrial Portfolio Series or Select 5
Industrial Portfolio Series the applicable sales charge on such Trust will be
the Deferred Sales Charge of such Trust which may be more or less than 2.0% of
the Public Offering Price.
DIRECT INVEST
The Sponsor has established Dean Witter Direct Invest(SM) ("Direct Invest"),
an automatic investment program. Unit Holders may participate in Direct Invest
by completing the Direct Invest plan application. Pursuant to the program, a
Unit Holder may have any amount from $100 to $5,000 debited from a designated
bank account and transferred automatically, on a semi-monthly, monthly or
quarterly basis, to The Bank of New York, Direct Invest Servicing Agent, for
investment in Units of the Trust. The Servicing Agent will credit to the account
of each individual Unit Holder the number of Units (including fractional Units)
purchased. The Sponsor intends, although under no obligation, to offer a new
series of the Dean Witter Select Equity Trust, Select 5 Industrial Portfolio
every two month period. As each new series is created, Units of each such new
series will be automatically purchased under the Direct Invest program subject
to the applicable sales charge for such series as disclosed in the prospectus
for the series. A prospectus for each new series will be sent to a Unit Holder
participating in the program. The Unit Holder is also eligible to elect to
invest the distributions receivable from units of a trust about to terminate in
units of a subsequent Select 5 Industrial Portfolio Trust if and when offered at
least three weeks after the effective date of such Trust at the public offering
price for rollover investors on the close of business on such purchase date. See
also "Termination--The Rollover Option". Units of such New Series, the terms of
which will be substantially the same as the terms of the terminating trust, will
be subject only to the deferred sales charge. Distributions during the life of a
Trust with respect to Units purchased through Direct Invest (including Units
acquired through the rollover of such Units) will be automatically reinvested in
additional Units of such Trust (including fractional Units) subject only to any
remaining portions of the Deferred Sales Charge.
Unit Holders, at any time, may terminate the automatic bank debit of the
Direct Invest program by so notifying the Servicing Agent or their account
executive. The program may be terminated or changed by the Sponsor at any time
without notice. Unit Holders investing through an IRA or other pension plan may
be limited in the amount that may be invested in a trust in any one year.
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<PAGE>
A tax advisor should be consulted for the tax implications of participating in
Direct Invest and investing in Trusts, reinvesting distributions and investing
proceeds in a subsequent Trust. (See--Tax Status of the Trust"). Certain costs
relating to the Direct Invest program will be borne by the Trust and thus
indirectly by all Unit Holders.
REINVESTMENT PROGRAM
Unit Holders may elect to have the distributions with respect to their Units
automatically reinvested in additional Units of the Trust subject only to any
remaining portions of the Deferred Sales Charge. (Reinvestment Units are not
subject to the Initial Sales Charge.) The Unit Holder may participate in the
Trust's reinvestment program (the "Program") by filing with the Trustee a
written notice of election. The Program may be terminated at any time without
notice. The Unit Holder's completed notice of election to participate in the
Program must be received by the Trustee at least ten days prior to the Record
Date applicable to any distribution in order for the Program to be in effect as
to such distribution. Elections may be modified or revoked on similar notice.
Such distributions, to the extent reinvested in the Trust, will be used by
the Trustee at the direction of the Sponsor in one or both of the following
manners. (i) The distributions may be used by the Trustee to purchase Units of
this Series of the Trust held in the Sponsor's inventory. The purchase price
payable by the Trustee for each of such Units will be equal to the applicable
Trust evaluation per Unit on (or as soon as possible after) the close of
business on the Distribution Date. The Units so purchased by the Trustee will be
issued or credited to the accounts of Unit Holders participating in the Program.
(ii) If there are no Units in the Sponsor's inventory, the Sponsor may purchase
additional Securities for deposit into the Trust (as described in "Prospectus
Part B--Introduction.") The additional Securities with any necessary cash will
be deposited by the Sponsor with the Trustee in exchange for new Units. The
distributions may then be used by the Trustee to purchase the new Units from the
Sponsor. The price for such new Units will be the applicable Trust evaluation
per Unit on (or as soon as possible after) the close of business on the
Distribution Date. (See "Public Offering of Units--Public Offering Price.") The
Units so purchased by the Trustee will be issued or credited to the accounts of
Unit Holders participating in the Program. The Sponsor may terminate the Program
if it does not have sufficient Units in its inventory or it is no longer deemed
practical to create additional Units.
No fractional Units will be issued under any circumstances. If, after the
maximum number of full Units has been issued or credited at the applicable
price, there remains a portion of the distribution which is not sufficient to
purchase a full Unit at such price, the Trustee will distribute such cash to
Unit Holders. The cost of administering the reinvestment program will be borne
by the Trust and thus will be borne indirectly by all Unit Holders.
RIGHTS OF UNIT HOLDERS
UNIT HOLDERS
A Unit Holder is deemed to be a beneficiary of the Trust created by the
Indenture and Agreement and vested with all right, title and interest in the
Trust created therein. A Unit Holder may at any time tender its Units to the
Trustee for redemption.
Unit Holders are required to hold their Units in uncertificated form. The
Trustee will credit a Unit Holder's account with the number of Units held by the
Unit Holder. Units are transferable only on the records of the Trustee upon
presentation of evidence satisfactory to the Trustee for each transfer and any
sums payable for taxes or other governmental charges imposed upon these
transactions and compliance with the formalities necessary to redeem Units.
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<PAGE>
CERTAIN LIMITATIONS
The death or incapacity of any Unit Holder will not operate to terminate the
Trust nor entitle the legal representatives or heirs of such Unit Holder to
claim an accounting or to take any other action or proceeding in any court for a
partition or winding up of the Trust.
No Unit Holder shall have the right to vote except with respect to removal
of the Trustee or amendment and termination of the Trust. (See: "Administration
of the Trust--Amendment" and "Administration of the Trust--Termination".) Unit
Holders shall have no right to control the operation or administration of the
Trust in any manner, except upon the vote of 51% of the Units outstanding at any
time for purposes of amendment, or termination of the Trust or discharge of the
Trustee, all as provided in the Agreement; however, no Unit Holder shall ever be
under any liability to any third party for any action taken by the Trustee or
Sponsor. Unit Holders will be unable to dispose of any of the Securities in the
Portfolio, as such, and will not be able to vote the Securities. The Trustee, as
holder of the Securities, will have the right to vote all of the voting
Securities held in the Trust, and will vote such Securities in accordance with
the instructions of the Sponsor, if given, otherwise the Trustee shall vote as
it, in its sole discretion, shall determine.
EXPENSES AND CHARGES
EXPENSES
All or a portion of the organizational expenses and charges incurred in
connection with the establishment of the Trust including the cost of the
preparation, printing and execution of the Indenture, Registration Statement and
other documents relating to the Trust, Federal and State registration fees and
costs, the initial fees and expenses of the Trustee and legal and auditing
expenses will be paid by the Trust and amortized over the life of the Trust.
Historically, the costs of establishing unit investment trusts have been borne
by a trust's sponsor. Advertising and selling expenses will be paid by the
Sponsor at no cost to the Trust.
FEES
The Sponsor's fee, earned for portfolio supervisory services, is based upon
the largest number of Units outstanding during the computation period. The
Sponsor's fee as set forth in "Summary of Essential Information" may exceed the
actual costs of providing portfolio supervisory services for this Trust, but at
no time will the total amount the Sponsor receives for portfolio supervisory
services rendered to all series of the Dean Witter Select Equity Trust in any
calendar year exceed the aggregate cost to it of supplying such services in such
year.
Under the Indenture and Agreement for its services as Trustee and evaluator,
the Trustee receives the fee set forth in "Summary of Essential Information".
Certain regular expenses of the Trust, including certain mailing and printing
expenses, are borne by the Trust.
The Sponsor's fee, the Trustee's fees and the Trust expenses accrue daily
but are payable only on or before each Distribution Date from the Income
Account, to the extent funds are available and thereafter from the Principal
Account. Any of such fees may be increased without approval of the Unit Holders
in proportion to increases under the classification "All Services Less Rent" in
the Consumer Price Index published by the United States Department of Labor or,
if no longer published, a similar index. The Trustee, pursuant to normal banking
procedures, also receives benefits to the extent that it holds funds on deposit
in various non-interest bearing accounts created under the Indenture and
Agreement.
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OTHER CHARGES
The following additional charges are or may be incurred by the Trust as more
fully described in the Indenture and Agreement: (a) fees of the Trustee for
extraordinary services, (b) expenses of the Trustee (including legal and
auditing expenses) and of counsel designated by the Sponsor, (c) various
governmental charges, (d) expenses and costs of any action taken by the Trustee
to protect the Trust and the rights and interests of the Unit Holders, (e)
indemnification of the Trustee for any loss, liability or expenses incurred by
it in the administration of the Trust without negligence, bad faith, wilful
malfeasance or wilful misconduct on its part or reckless disregard of its
obligations and duties, (f) indemnification of the Sponsor for any losses,
liabilities and expenses incurred in acting as Sponsor or Depositor under the
Agreement without gross negligence, bad faith, wilful malfeasance or wilful
misconduct or reckless disregard of its obligations and duties, (g) expenditures
incurred in contacting Unit Holders upon termination of the Trust, and (h)
brokerage commissions or charges incurred in connection with the purchase or
sale of Securities.
PAYMENT
The fees and expenses set forth herein are payable out of the Trust and when
so paid by or owing to the Trustee are secured by a lien on the Trust. Dividends
on the Securities are expected to be sufficient to pay the estimated expenses of
the Trust. If the balances in the Income and Principal Account are insufficient
to provide for amounts payable by the Trust, the Trustee has the power to sell
Securities to pay such amounts. To the extent Securities are sold, the size of
the Trust will be reduced and the proportions of the types of Securities may
change. Such sales might be required at a time when Securities would not
otherwise be sold and might result in lower prices than might otherwise be
realized. Moreover, due to the minimum lot size in which Securities may be
required to be sold, the proceeds of such sales may exceed the amount necessary
for the payment of such fees and expenses.
ADMINISTRATION OF THE TRUST
RECORDS AND ACCOUNTS
The Trustee will keep records and accounts of all transactions of the Trust
at its unit investment trust office at 4 New York Plaza, New York, New York
10004. These records and accounts will be available for inspection by Unit
Holders at reasonable times during normal business hours. The Trustee will
additionally keep on file for inspection by Unit Holders an executed copy of the
Indenture and Agreement together with a current list of the Securities then held
in the Trust. In connection with the storage and handling of certain Securities
deposited in the Trust, the Trustee is authorized to use the services of
Depository Trust Company. These services would include safekeeping of the
Securities, coupon-clipping, computer book-entry transfer and institutional
delivery services. The Depository Trust Company is a limited purpose trust
company organized under the Banking Law of the State of New York, a member of
the Federal Reserve System and a clearing agency registered under the Securities
Exchange Act of 1934.
DISTRIBUTION
Dividends payable to the Trust as a holder of record of its Securities are
credited by the Trustee to an Income Account, as of the date on which the Trust
is entitled to receive such dividends. Other receipts, including return of
investment and gain and amounts received upon the sale, pursuant to the
Indenture and Agreement, of rights to purchase other Securities distributed in
respect of the Securities in the Portfolio, are credited to a Principal Account.
Any distribution for each Unit Holder as of a Record Date will be made on the
next following Distribution Date or shortly thereafter and shall consist of an
amount approximately equal to the dividend income per Unit, after deducting
estimated expenses, if any, plus such Holder's pro rata share of the
distributable cash balance of the Principal Account. Proceeds received from the
disposition of any of the Securities which are not used for redemption of Units
will be held in the Principal Account to be distributed on the Distribution Date
following receipt of such proceeds. No distribution need be made from the
Principal Account if the balance therein is less than $1.00 per 100 Units
outstanding. A Reserve Account
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<PAGE>
may be created by the Trustee by withdrawing from the Income or Principal
Accounts, from time to time, such amounts as it deems requisite to establish a
reserve for any taxes or other governmental charges that may be payable out of
the Trust. Funds held by the Trustee in the various accounts created under the
Indenture are non-interest bearing to Unit Holders.
On each Deferred Sales Charge Payment Date Securities will be sold pro rata
in an amount equal to $2.00 per 100 Units to pay the Deferred Sales Charge and
the proceeds will be distributed to the Sponsor.
The Trustee will follow a policy that it will place securities acquisition
or disposition transactions with a broker or dealer only if it expects to obtain
the most favorable prices and executions of orders. Transactions in securities
held in the Trust are generally made in brokerage transactions (as distinguished
from principal transactions) and the Sponsor may act as broker therein and
receive commissions thereon if the Trustee expects thereby to obtain the most
favorable prices and execution. The furnishing of statistical and research
information to the Trustee by any of the securities dealers through which
transactions are executed will not be considered in placing securities
transactions.
PORTFOLIO SUPERVISION
The original proportionate relationship between the number of shares of each
Security in the Trust will be adjusted to reflect the occurrence of a stock
dividend, a stock split, merger, reorganization or a similar event which affects
the capital structure of the issuer of a Security in the Trust but which does
not affect the Trust's percentage ownership of the common stock equity of such
issuer at the time of such event. If the Trust receives the securities of
another issuer as the result of a merger or reorganization of, or a spin-off,
split-off or split-up by the issuer of a Security included in the original
portfolio, the Trust may hold those securities as if they were one of the
Securities initially deposited and adjust the proportionate relationship
accordingly for all future subsequent deposits. The Portfolio of the Trust is
not "managed" by the Sponsor or the Trustee; their activities described below
are governed solely by the provisions of the Indenture and Agreement. The
Sponsor may direct the Trustee to dispose of Securities upon failure of the
issuer of a Security in the Trust to declare or pay anticipated cash dividends,
institution of certain materially adverse legal proceedings, default under
certain documents materially and adversely affecting future declaration or
payment of dividends, or the occurrence of other market or credit factors that
in the opinion of the Sponsor would make the retention of such Securities in the
Trust detrimental to the interests of the Unit Holders. The Sponsor will direct
the Trustee to sell Securities to pay portions of the Deferred Sales Charge.
Except as otherwise discussed herein, the acquisition of any Securities for the
Trust other than those initially deposited and deposited in order to create
additional Units, is prohibited. The Sponsor is authorized under the Indenture
to direct the Trustee to invest the proceeds of any sale of Securities not
required for the redemption of Units in eligible money market instruments
selected by the Sponsor which will include only negotiable certificates of
deposit or time deposits of domestic banks which are members of the Federal
Deposit Insurance Corporation and which have, together with their branches or
subsidiaries, more than $2 billion in total assets, except that certificates of
deposit or time deposits of smaller domestic banks may be held provided the
deposit does not exceed the insurance coverage on the instrument (which
currently is $100,000), and provided further that the Trust's aggregate holding
of certificates of deposit or time deposits issued by the Trustee may not exceed
the insurance coverage of such obligations and U.S. Treasury notes or bills
(which shall be held until the maturity thereof) each of which matures prior to
the earlier of the next following Distribution Date or 90 days after receipt,
the principal thereof and interest thereon (to the extent such interest is not
used to pay Trust expenses) to be distributed on the earlier of the 90th day
after receipt or the next following Distribution Date.
During the life of the Trust, the Sponsor, as part of its administrative
responsibilities, shall conduct reviews to determine whether or not to recommend
the disposition of Securities. In addition, the Sponsor shall undertake to
perform such other reviews and procedures as it may deem necessary in order for
it to give the consents and directions, including directions as to voting on the
17
<PAGE>
underlying Securities, required by the Indenture and Agreement. For the
administrative services performed in making such recommendations and giving such
consents and directions, and in making the reviews called for in connection
therewith the Sponsor shall receive the portfolio supervisory fee referred to
under "Summary of Essential Information".
VOTING OF THE PORTFOLIO SECURITIES
Pursuant to the Indenture and Agreement, voting rights with respect to the
Portfolio Securities and Replacement Securities, if any, will be exercised by
the Trustee in accordance with the Indenture or the directions given by the
Sponsor.
REPORTS TO UNIT HOLDERS
With each distribution, the Trustee will furnish to Unit Holders a statement
of the amount of income and other receipts distributed, including the proceeds
of the sale of the Securities (including the sale of any Securities to pay
portions of the Deferred Sales Charge), expressed in each case as a dollar
amount per Unit.
Within a reasonable period of time after the last Business Day in each
calendar year, but not later than February 15, the Trustee will furnish to each
person who at any time during such calendar year was a Unit Holder of record a
statement setting forth:
1. As to the Income and Principal Account:
(a) the amount of income received on the Securities;
(b) the amount paid for redemption of Units;
(c) the deductions for applicable taxes or other governmental
charges, if any, and fees and expenses of the Sponsor, the Trustee and
counsel;
(d) the deductions of portions of the Deferred Sales Charge;
(e) the amounts distributed from the Income Account;
(f) any other amount credited or deducted from the Income Account;
and
(g) the net amount remaining after such payments and deductions
expressed both as a total dollar amount and as a dollar amount per Unit
outstanding on the last business day of such calendar year.
2. The following information:
(a) a list of the Securities as of the last business day of such
calendar year;
(b) the number of Units outstanding as of the last business day of
such calendar year;
(c) the Unit Value (as defined in the Agreement) based on the last
Evaluation made during such calendar year; and
(d) the amounts actually distributed during such calendar year from
the Income and Principal Accounts, separately stated, expressed both as
total dollar amounts and as dollar amounts per Unit outstanding on the
Record Dates for such distributions.
AMENDMENT
The Indenture and Agreement may be amended from time to time by the Trustee
and the Sponsor or their respective successors, without the consent of any of
the Unit Holders (a) to cure any ambiguity or to correct or supplement any
provision
18
<PAGE>
contained therein which may be defective or inconsistent with any other
provision contained therein; (b) to change any provision thereof as may be
required by the Securities and Exchange Commission or any successor governmental
agency exercising similar authority; or (c) to make such other provision in
regard to matters or questions arising thereunder as shall not adversely affect
the interest of the Unit Holders; provided, that the Indenture and Agreement may
also be amended from time to time by the parties thereto (or the performance of
any of the provisions of this Indenture and Agreement may be waived) with the
expressed written consent of Holders of Units evidencing 51% of the Units at the
time outstanding under the Indenture and Agreement for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture and Agreement or of modifying in any manner the rights of the Unit
Holders; provided, further however, that the Indenture and Agreement may not be
amended (nor may any provision thereof be waived) so as to (1) increase the
number of Units issuable in respect of the Trust above the aggregate number
specified in Part II of the Agreement or such lesser amount as may be
outstanding at any time during the term of the Indenture except as the result of
the deposit of Additional Securities, as therein provided, or reduce the
relative interest in the Trust of any Unit Holder without his consent, (2)
permit the deposit or acquisition thereunder of securities or other property
either in addition to or in substitution for any of the Securities except in the
manner permitted by the Trust Indenture as in effect on the date of the first
deposit of Securities or permit the Trustee to engage in business or investment
activities not specifically authorized in the Indenture and Agreement as
originally adopted or (3) adversely affect the characterization of the Trust as
a grantor trust for federal income tax purposes.
TERMINATION
The Indenture and Agreement provides that the Trust will be liquidated
during the Liquidation Period as set forth under "Summary of Essential
Information" and terminated at the end of such period. Additionally, if the
value of the Trust as shown by any Evaluation is less than forty percent (40%)
of the value of the Securities deposited in the Trust on the Date of Deposit and
thereafter, the Trustee will, if directed by the Sponsor in writing, terminate
the Trust. The Trust may also be terminated at any time by the written consent
of Unit Holders owning 51% or more of the Units then outstanding. Unit Holders
will receive their final distributions (that is, their pro rata distributions
realized from the sale of Portfolio Securities plus any other Trust assets, less
Trust expenses) according to their Election Instructions. The Election
Instructions will provide for the following distribution options: (1) cash
distributions; (2) distributions "in kind" available only to any Unit Holder
owning at least 2,500 Units; or (3) investment of distributions attributable to
the Unit Holder in units of a subsequent series of the Dean Witter Select Equity
Trust as designated by the Sponsor (the "New Series") if such New Series is
offered at such time (the "Rollover Option"). Unit Holders who do not tender
properly completed Election Instructions to the Trustee will be deemed to have
elected a cash distribution.
CASH OR "IN KIND" DISTRIBUTIONS. Unit Holders holding less than 2,500 Units
will receive distributions in respect of their Units at termination solely in
cash. Unit Holders holding at least 2,500 Units may indicate to the Trustee that
they wish to receive termination distributions "in kind", by returning to the
Trustee properly completed Election Instructions distributed by the Trustee to
such Unit Holders of record 45 days prior to the Termination Date. The Trustee
will duly honor such election instructions received on or before the In Kind
Distribution Date. Such Unit Holder will be entitled to receive whole shares of
each of the underlying Portfolio Securities and cash from the Principal Account
equal to the fractional shares to which such tendering Unit Holder is entitled.
A Unit Holder receiving distributions of Securities "in kind" may incur
brokerage and odd-lot costs in converting Securities so received into cash. The
Trustee will transfer the Securities to be delivered in kind to the account of,
and for disposition in accordance with the instructions of, the Unit Holder.
THE ROLLOVER OPTION. A Unit Holder may elect to invest the distributions
attributable to the Unit Holder in units of a New Series subject only to the
deferred sales charge of the New Series. It is expected that the terms of the
New Series will be substantially the same as the terms of the Trust described in
this Prospectus, and that similar options to invest in a subsequent series of
the Trust will be exercisable as respects termination distributions from each
New Series of the Trust approximately one year after that New Series' creation.
The availability of this option does not constitute a solicitation of an offer
to purchase Units of a New Series or any other
19
<PAGE>
security. A Unit Holder's election to exercise this option will be treated as an
indication of interest only. At any time prior to the purchase by a Unit Holder
of units of a New Series, such Unit Holder may change his investment strategy
and receive, in cash, the proceeds of the sale of the Securities.
METHOD OF SECURITIES DISPOSAL. The Trustee will begin to sell the remaining
Securities held in the Trust on the next business day following the In-Kind
Date. Since the Trust is not managed, Securities in the Portfolio must be sold
in accordance with the Indenture, which provides for sales over a period of days
or on any one day during the Liquidation Period set forth in the "Summary of
Essential Information". Daily proceeds of such sales will be deposited into the
Trust, will be held in a non-interest bearing account until distributed and will
be of benefit to the Trustee. The sales of Portfolio Securities may tend to
depress the market prices for such Securities and thus reduce the proceeds
available to Unit Holders. The Sponsor believes that gradual liquidation of
Securities during the Liquidation Period may mitigate negative market price
consequences stemming from the trading of large volumes of Securities over a
short period of time. There can be no assurance, however, that such procedures
will effectively mitigate any adverse price consequences of heavy volume trading
or that such procedures will produce a better price for Unit Holders than might
have been obtained had all the Securities been sold on one particular day during
the Liquidation Period.
The Trustee will, after deduction of brokerage charges and costs incurred in
connection with the sale of Securities, any fees and expenses of the Trust and
payment into the Reserve Account of any amount required for taxes or other
governmental charges that may be payable by the Trust, distribute to each Unit
Holder, after due notice of such termination, such Unit Holder's pro rata share
in the Income and Principal Accounts. The sale of Securities in the Trust upon
termination may result in a lower amount than might otherwise be realized if
such sale were not required at such time. For this reason, among others, the
amount realized by a Unit Holder upon termination may be less than the amount
paid by such Unit Holder for Units.
Section 17(a) of the Investment Company Act of 1940 restricts purchases and
sales between affiliates of registered investment companies and those companies.
Pursuant to a recent exemptive order, each terminating Select 5 Industrial
Portfolio Series can sell securities to the next Series if those securities
continue to meet the Select 5 Strategy. The exemption will enable each Series to
eliminate commission costs on these transactions. The price for those securities
will be the closing sale price on the sale date on the exchange where the
securities are principally traded, as certified and confirmed by the Trustee of
each Series.
RESIGNATION, REMOVAL AND LIABILITY
REGARDING THE TRUSTEE
The Trustee shall be under no liability for any action taken in good faith
in reliance on prima facie properly executed documents or for the disposition of
monies or Securities in the Trust, nor shall the Trustee be liable or
responsible in any way for depreciation or loss incurred by reason of the
disposition of any Securities by the Trustee. However, the Trustee shall be
liable for wilful misfeasance, bad faith or negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under the Indenture and Agreement. In the event of a failure of the Sponsor to
act, the Trustee may act under the Indenture and Agreement and shall not be
liable for any such action taken by it in good faith. The Trustee shall not be
personally liable for any taxes or other governmental charges imposed upon the
Trust or in respect of the Securities or the interest thereon. The Agreement
also contains other customary provisions limiting the liability of the Trustee
and providing for the indemnification of the Trustee for any loss or claim
accruing to it without negligence, bad faith, wilful misconduct, wilful
misfeasance or reckless disregard of its duties and obligations under the
Agreement on its part.
The Trustee or any successor may resign by executing an instrument in
writing, filing the same with the Sponsor and mailing a copy of such notice of
resignation to all Unit Holders then of record. Upon receiving such notice the
Sponsor will use its best efforts to appoint a successor Trustee promptly. If
the Trustee becomes incapable of acting or becomes bankrupt or its affairs are
taken over
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by public authorities, or upon the determination of the Sponsor (i) that a
material deterioration in the creditworthiness of the Trustee or (ii) one or
more negligent acts on the part of the Trustee having a materially adverse
effect has occurred such that replacement of the Trustee is in the best interest
of the Unit Holders the Sponsor may remove the Trustee and appoint a successor
as provided in the Agreement. If within 30 days of the resignation of a Trustee
no successor has been appointed or, if appointed, has not accepted the
appointment, the retiring Trustee may apply to a court of competent jurisdiction
for the appointment of a successor. The resignation or removal of a Trustee
becomes effective only when the successor Trustee accepts its appointment as
such or when a court of competent jurisdiction appoints a successor Trustee.
REGARDING THE SPONSOR
The Sponsor shall be under no liability to the Trust or to Unit Holders for
taking any action or for refraining from any action in good faith or for errors
in judgment. Nor shall the Sponsor be liable or responsible in any way for
depreciation or loss incurred by reason of the disposition of any Security. The
Sponsor will, however, be liable for its own wilful misfeasance, wilful
misconduct, bad faith, gross negligence or reckless disregard of its duties and
obligations under the Agreement.
If at any time the Sponsor shall resign under the Agreement or shall fail or
be incapable of performing its duties thereunder or shall become bankrupt or its
affairs are taken over by public authorities, the Agreement directs the Trustee
to either (1) appoint a successor Sponsor or Sponsors at rates of compensation
deemed reasonable by the Trustee not exceeding amounts prescribed by the
Securities and Exchange Commission, or (2) terminate the Trust Indenture and
Agreement and the Trust and liquidate the Trust.The Trustee will promptly notify
Unit Holders of any such action.
MISCELLANEOUS
SPONSOR
Dean Witter Reynolds Inc. ("Dean Witter") is a corporation organized under
the laws of the State of Delaware and is a principal operating subsidiary of
Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD"), a publicly-held
corporation. On May 31, 1997, Dean Witter, Discover & Co., Dean Witter's former
parent company, and Morgan Stanley Group Inc. merged to form MSDWD. Dean Witter
is a financial services company that provides to its individual, corporate, and
institutional clients services as a broker in securities and commodities, a
dealer in corporate, municipal, and government securities, an investment banker,
an investment adviser, and an agent in the sale of life insurance and various
other products and services. Dean Witter is a member firm of the New York Stock
Exchange, the American Stock Exchange, the Chicago Board Options Exchange, other
major securities exchanges and the National Association of Securities Dealers,
and is a clearing member of the Chicago Board of Trade, the Chicago Mercantile
Exchange, the Commodity Exchange Inc., and other major commodities exchanges.
Dean Witter is currently servicing its clients through a network of more than
350 domestic and international offices with approximately 9,000 account
executives servicing individual and institutional client accounts.
TRUSTEE
The Trustee is The Chase Manhattan Bank, a New York Bank with its principal
executive office located at 270 Park Avenue, New York, New York 10081 and its
unit investment trust office at 4 New York Plaza, New York, New York 10004. The
Trustee is subject to supervision by the Superintendent of Banks of the State of
New York, the Federal Deposit Insurance Corporation and the Board of Governors
of the Federal Reserve System. In connection with the storage and handling of
certain Securities deposited in the Trust, the Trustee may use the services of
The Depository Trust Company. These services may include safekeeping of the
Securities and
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coupon-clipping, computer book-entry transfer and institutional delivery
services. The Depository Trust Company is a limited purpose trust company
organized under the Banking Law of the State of New York, a member of the
Federal Reserve System and a clearing agency registered under the Securities
Exchange Act of 1934.
LEGAL OPINIONS
The legality of the Units offered hereby has been passed upon by Cahill
Gordon & Reindel, a partnership including a professional corporation, 80 Pine
Street, New York, New York 10005, as special counsel for the Sponsor.
AUDITORS
The Statement of Financial Condition and Schedule of Portfolio Securities of
this series of the Dean Witter Select Equity Trust included in this Prospectus
have been audited by Deloitte & Touche LLP, certified public accountants, as
stated in their report as set forth in Part A of this Prospectus, and are
included in reliance upon such report given upon the authority of that firm as
experts in accounting and auditing.
22
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THIS INVESTMENT COMPANY NOT CONTAINED IN
PARTS A AND B OF THIS PROSPECTUS; AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. PARTS A
AND B OF THIS PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY STATE TO ANY PERSON TO
WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PART A
Summary of Essential Information........... i
Independent Auditors' Report............... xiii
Statement of Financial Condition........... xiv
Schedule of Portfolio Securities........... xvi
PART B
Introduction............................... 1
The Trust.................................. 2
Risk Factors--Special Considerations... 2
Summary Description of the Portfolio... 3
Objectives and Securities Selection.... 4
Distribution........................... 4
Tax Status of the Trust.................... 5
Retirement Plans........................... 6
Public Offering of Units................... 7
Public Offering Price.................. 7
Public Distribution.................... 8
Secondary Market....................... 8
Profit of Sponsor...................... 8
Volume Discount........................ 9
Redemption................................. 10
Right of Redemption.................... 10
Computation of Redemption Price........ 11
Postponement of Redemption............. 11
Exchange Option............................ 12
Direct Invest.............................. 13
Reinvestment Program....................... 14
Rights of Unit Holders..................... 14
Unit Holders........................... 14
Certain Limitations.................... 15
Expenses and Charges....................... 15
Expenses............................... 15
Fees................................... 15
Other Charges.......................... 16
Payment................................ 16
Administration of the Trust................ 16
Records and Accounts................... 16
Distribution........................... 16
Portfolio Supervision.................. 17
Voting of the Portfolio Securities..... 18
Reports to Unit Holders................ 18
Amendment.............................. 18
Termination............................ 19
Resignation, Removal and Liability......... 20
Regarding the Trustee.................. 20
Regarding the Sponsor.................. 21
Miscellaneous.............................. 21
Sponsor................................ 21
Trustee................................ 21
Legal Opinions......................... 22
Auditors................................... 22
</TABLE>
37269
[LOGO]
SELECT 5
INDUSTRIAL PORTFOLIO 97-4
- ---------------------
(A Unit Investment Trust)
Sponsor:
- -------------------------------------------
DEAN WITTER REYNOLDS INC.
- -------------------------------------------
Two World Trade Center - New York, New York 10048
READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
This prospectus may be used as a preliminary prospectus for a future series,
such as when Units of this Trust are no longer available, or for investors who
will reinvest into subsequent series of Select Five Industrial Portfolios. In
such cases, Investors should note that:
Information contained herein is subject to amendment. A registration
statement relating to securities of a future series 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.
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
This registration statement on Form S-6 comprises the following
documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Written consents of the following persons:
- Cahill Gordon & Reindel (included in Exhibit 5)
- Deloitte & Touche LLP
The following Exhibits:
****EX-3(i) Certificate of Incorporation of Dean Witter Reynolds Inc.
****EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated January 22, 1991.
**EX-4.2 Reference Trust Agreement dated June 30, 1997.
*****EX-4.3 Amendment dated July 18, 1995 to Trust Indenture and Agreement
dated January 27, 1991.
**EX-5 Opinion of counsel as to the legality of the securities being
registered.
**EX-23.1 Consent of Independent Auditors.
EX-23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5).
***EX-24 Powers of Attorney executed by a majority of the Board of
Directors of Dean Witter Reynolds Inc.
**EX-27 Financial Data Schedule.
<PAGE>
EX-99 Information as to Officers and Directors of Dean Witter Reynolds
Inc. is incorporated by reference to Schedules A and D of Form BD
filed by Dean Witter Reynolds Inc. pursuant to Rules 15b1-1 and
15b3-1 under the Securities Exchange Act of 1934 (1934 Act File
No. 8-14172).
- ----------------------------
* Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement of Dean Witter Select Equity Trust, Selected
Opportunities Series 18, Registration no. 33-50105.
** Filed herewith.
*** Previously filed.
**** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement of Sears Tax-Exempt Investment Trust, Insured
Long Term Series 33 and Long Term Municipal Portfolio Series 106,
Registration numbers 33-38086 and 33-37629, respectively.
***** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement of Dean Witter Select Equity Trust, Select 5
Industrial Portfolio 95-3, Registration No. 33-60121.
<PAGE>
SIGNATURES
The Registrant, Dean Witter Select Equity Trust, Select 5 Industrial
Portfolio 97-4 hereby identifies the Dean Witter Select Equity Trust, Select 5
Industrial Portfolio 95-3 for purposes of the representations required by Rule
487 and represents the following:
1) That the portfolio securities deposited in the series with respect to
which this registration statement is being filed do not differ
materially in type or quality from those deposited in such previous
series;
2) That, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential financial
information for, the series with respect to the securities of which
this registration statement is being filed, this registration
statement does not contain disclosures that differ in any material
respect from those contained in the registration statement for such
previous series as to which the effective date was determined by the
Commission or the staff; and
3) That it has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Dean Witter Select Equity Trust, Select 5 Industrial Portfolio 97-4
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, all in the City of
New York and State of New York on the 30th day of June, 1997.
DEAN WITTER SELECT EQUITY TRUST,
SELECT 5 INDUSTRIAL PORTFOLIO 97-4
(Registrant)
By: Dean Witter Reynolds Inc.
(Depositor)
Thomas Hines
Thomas Hines
Authorized Signatory
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed on behalf of Dean
Witter Reynolds Inc., the Depositor by the following person in the following
capacities and by the following persons who constitute a majority of the
Depositor's Board of Directors in the City of New York, and State of New York,
on this 30th day of June, 1997.
Name Office
- ---- ------
Philip J. Purcell Chairman & Chief )
Executive Officer )
and Director*)
Richard M. DeMartini Director
Robert J. Dwyer Director
Christine A. Edwards Director
Charles A. Fiumefreddo Director
James F. Higgins Director
Mitchell M. Merin Director
Stephen R. Miller Director
Richard F. Powers III Director
Thomas C. Schneider Director
William B. Smith Director
By: Thomas Hines
Thomas Hines
Attorney-in-fact*
- -----------------------
* Executed copies of the Powers of Attorney of the Board Members listed below
have been filed with the Securities and Exchange Commission in connection
with Amendment No. 1 to the Registration Statement on Form S-6 for Dean
Witter Select Equity, Select 10 Industrial Portfolio 97-1, File
No. 333-16839, Amendment No. 1 to the Registration Statement on Form S-6
for Dean Witter Select Equity Trust, Select 10 Industrial Portfolio 96-4,
File No. 333-10499 and the Registration Statement on Form S-6 for Dean
Witter Select Equity Trust, Select 10 International Series 95-1, File
No. 33-56389.
<PAGE>
Exhibit Index
To
Form S-6
Registration Statement
Under the Securities Act of 1933
EXHIBIT NO. TITLE OF DOCUMENT
- ----------- -----------------
****EX-3(i) Certificate of Incorporation of Dean Witter Reynolds Inc.
****EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated January 22, 1991.
**EX-4.2 Reference Trust Agreement dated June 30, 1997.
*****EX-4.3 Amendment dated July 18, 1995 to Trust Indenture and
Agreement dated January 22, 1991.
**EX-5 Opinion of counsel as to the legality of the securities
being registered.
**EX-23.1 Consent of Independent Auditors.
EX-23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5).
***EX-24 Powers of Attorney executed by a majority of the Board of
Directors of Dean Witter Reynolds Inc.
**EX-27 Financial Data Schedule.
<PAGE>
EX-99 Information as to Officers and Directors of Dean Witter
Reynolds Inc. is incorporated by reference to Schedules A
and D of Form BD filed by Dean Witter Reynolds Inc. pursuant
to Rules 15b1-1 and 15b3-1 under the Securities Exchange Act
of 1934 (1934 Act File No. 8-14172).
- -----------------------------
* Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement of Sears Equity Investment Trust, Selected
Opportunities Series 4, Registration No. 33-35347.
** Filed herewith.
*** Previously filed.
**** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement of Sears Tax-Exempt Investment Trust, Insured
Long Term Series 33 and Long Term Municipal Portfolio Series 106,
Registration Nos. 33-38086 and 33-37629, respectively.
***** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement of Dean Witter Select Equity Trust, Select 5
Industrial Portfolio 95-3, Registration No. 33-60121.
<PAGE>
Exhibit 4.2
<PAGE>
DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 97-4
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated June 30, 1997 between DEAN WITTER
REYNOLDS INC., as Depositor, and The Chase Manhattan Bank, as Trustee, sets
forth certain provisions in full and incorporates other provisions by reference
to the document entitled "Sears Equity Investment Trust, Trust Indenture and
Agreement" dated January 22, 1991, as amended on March 16, 1993 and July 18,
1995 (the "Basic Agreement"). Such provisions as are incorporated by reference
constitute a single instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions
contained in the Basic Agreement are herein incorporated by reference in their
entirety and shall be deemed to be a part of this instrument as fully and to the
same extent as though said provisions had been set forth in full in this
instrument except that the Basic Agreement is hereby amended in the following
manner:
A. Article I, Section 1.01, paragraph (29) defining "Trustee" shall be
amended as follows:
"'Trustee' shall mean The Chase Manhattan Bank, or any successor trustee
appointed as hereinafter provided."
B. Reference to United States Trust Company of New York in its capacity
as Trustee is replaced by The Chase Manhattan Bank throughout the
Basic Agreement.
II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
<PAGE>
A. The Trust is denominated Dean Witter Select Equity Trust, Select
5 Industrial Portfolio 97-3 (the "Select 5 Trust").
B. The publicly traded stocks listed in Schedule A hereto are those
which, subject to the terms of this Indenture, have been or are to be
deposited in trust under this Indenture.
C. The term, "Depositor" shall mean Dean Witter Reynolds Inc.
D. The aggregate number of Units referred to in Sections 2.03 and
9.01 of the Basic Agreement is 25,000 for the Select 5 Trust.
E. A Unit is hereby declared initially equal to 1/25,000th for the
Select 5 Trust.
F. The term "In-Kind Distribution Date" shall mean August 12, 1998.
G. The term "Record Dates" shall mean October 1, 1997, January 1,
1998, April 1, 1998, September 1, 1998 and such other date as the Depositor
may direct.
H. The term "Distribution Dates" shall mean October 15, 1997,
January 15, 1998, April 15, 1998 and on or about September 15, 1998 and such
other date as the Depositor may direct.
I. The term "Termination Date" shall mean September 1, 1998.
J. The Depositor's Annual Portfolio Supervision Fee shall be a
maximum of $0.25 per 100 Units.
K. The Trustee's annual fee as defined in Section 6.04 of the
Indenture shall be $.92 per 100 Units if the greatest number of Units
outstanding during the period is 10,000,000 or more; $.98 per 100 Units if
the greatest number of Units outstanding during the period is between
5,000,000 and 9,999,999; and $1.04 per 100 Units if the greatest number of
Units outstanding during the period is 4,999,999 or less.
L. For a Unit Holder to receive "in--kind" distribution, such Unit
Holder must tender at least 2,500 Units for redemption, either during the
life of the Trust, or at its termination.
<PAGE>
M. Paragraph (b)(ii) of Section 9.03 is amended to provide that the
period during which the Trustee shall liquidate the Trust Securities shall
not exceed 14 business days commencing on the first business day following
the In-Kind Date.
<PAGE>
(Signatures and acknowledgments on separate pages)
<PAGE>
The Schedule of Portfolio Securities in the prospectus included in
this Registration Statement is hereby incorporated by reference herein as
Schedule A hereto.
<PAGE>
Exhibit 5
<PAGE>
(Letterhead of Cahill Gordon & Reindel)
June 30, 1997
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: Dean Witter Select Equity Trust,
Select 5 Industrial Portfolio 97-4
----------------------------------
Gentlemen:
We have acted as special counsel for you as Depositor of the Dean
Witter Select Equity Trust, Select 5 Industrial Portfolio 97-4 (the "Trust"), in
connection with the issuance under the Trust Indenture and Agreement, dated
January 22, 1991, as amended, and the related Reference Trust Agreement, dated
June 30, 1997 (such Trust Indenture and Agreement and Reference Trust Agreement
collectively referred to as the "Indenture"), between you, as Depositor, and The
Chase Manhattan Bank, as Trustee, of units of fractional undivided interest in
said Trust (the "Units") comprising the Units of Dean Witter Select Equity
Trust, Select 5 Industrial Portfolio 97-4. In rendering our opinion expressed
below, we have relied in part upon the opinions and representations of your
officers and upon opinions of counsel to Dean Witter Reynolds Inc.
Based upon the foregoing, we advise you that, in our opinion, when the
Indenture has been duly executed and delivered on behalf of the Depositor and
the Trustee and when the Receipt For Units evidencing the Units has been duly
executed and delivered by the Trustee to the Depositor in accordance with the
Indenture, the Units will be legally issued, fully paid and nonassessable by the
Trust, and will constitute valid and binding obligations of the Trust and the
Depositor in accordance with their terms, except that enforceability of certain
provisions thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors generally
and by general equitable principles.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-28503) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and the related Prospectus. Our consent to such
reference does not constitute a consent under Section 7 of the Securities Act,
as in consenting to such reference we have not certified any part of the
Registration Statement and do not otherwise come within the categories of
persons whose consent is required under said Section 7 or under the rules and
regulations of the Commission thereunder.
Very truly yours,
CAHILL GORDON & REINDEL
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the use of our report dated June 30, 1997, accompanying
the financial statements of the Dean Witter Select Equity Trust Select 5
Industrial Portfolio 97-4, included herein and to the reference to our Firm as
experts under the heading "Auditors" in the prospectus which is a part of this
registration statement.
Deloitte & Touche LLP
Deloitte & Touche LLP
June 30, 1997
New York, New York
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY OF FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR DEAN WITTER SELECT EQUITY TRUST SELECT 5
INDUSTRIAL PORTFOLIO 97-4 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 3
<NAME> DEAN WITTER SELECT EQUITY TRUST
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUN-30-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 240,765
<INVESTMENTS-AT-VALUE> 240,765
<RECEIVABLES> 93,722
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 334,487
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 98,722
<TOTAL-LIABILITIES> 98,722
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 235,765
<SHARES-COMMON-STOCK> 25,000
<SHARES-COMMON-PRIOR> 0
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
