AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-6
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FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
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A. EXACT NAME OF TRUST:
EQUITY INVESTOR FUND
SELECT TEN PORTFOLIO
1998 SERIES 3
DEFINED ASSET FUNDS
(A UNIT INVESTMENT TRUST)
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE, FENNER & SMITH SMITH BARNEY INC.
INCORPORATED 388 GREENWICH STREET
DEFINED ASSET FUNDS 23RD FLOOR
P.O. BOX 9051 NEW YORK, N.Y. 10013
PRINCETON, N.J. 08543-9051
DEAN WITTER REYNOLDS INC. PAINEWEBBER INCORPORATED
TWO WORLD TRADE CENTER-- 1285 AVE. OF THE AMERICAS
59TH FLOOR NEW YORK, N.Y. 10019
NEW YORK, N.Y. 10048
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ. DOUGLAS LOWE, ESQ.
P.O BOX 9051 DEAN WITTER REYNOLDS INC.
PRINCETON, N.J. 08543-9051 TWO WORLD TRADE CENTER--
59TH FLOOR
NEW YORK, N. Y. 10048
COPIES TO
LAURIE HESSLEIN ROBERT E. HOLLEY PIERRE DE SAINT PHALLE, ESQ.
388 GREENWICH STREET 1285 AVENUE OF THE AMERICAS 450 LEXINGTON AVENUE
NEW YORK, N.Y. 10013 NEW YORK, N.Y. 10019 NEW YORK, N.Y. 10017
E. TITLE OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
F. APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the acquisition and deposit of the underlying
obligations.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
A. The following information relating to the Depositors is incorporated
by reference to the SEC filings indicated and made a part of this Registration
Statement.
I. Bonding arrangements of each of the Depositors are incorporated by
reference to Item A of Part II to the Registration Statement on Form
S-6 under the Securities Act of 1933 for Municipal Investment Trust
Fund, Monthly Payment Series--573 Defined Asset Funds (Reg. No.
333-08241).
II. The date of organization of each of the Depositors is set forth in
Item B of Part II to the Registration Statement on Form S-6 under the
Securities Act of 1933 for Municipal Investment Trust Fund, Monthly
Payment Series--573 Defined Asset Funds (Reg. No. 333-08241) and is
herein incorporated by reference thereto.
III. The Charter and By-Laws of each of the Depositors are incorporated
herein by reference to Exhibits 1.3 through 1.12 to the Registration
Statement on Form S-6 under the Securities Act of 1933 for Municipal
Investment Trust Fund, Monthly Payment Series--573 Defined Asset Funds
(Reg. No. 333-08241).
IV. Information as to Officers and Directors of the Depositors has been filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1
of the Securities Exchange Act of 1934 and is incorporated by
reference to the SEC filings indicated and made a part of this
Registration Statement:
SEC FILE OR
IDENTIFICATION NO.
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Merrill Lynch, Pierce, Fenner & Smith Incorporated 8-7221
Smith Barney Inc. 8-8177
PaineWebber Incorporated 8-16267
Dean Witter Reynolds Inc. 8-14172
B. The Internal Revenue Service Employer Identification Numbers of
the Sponsors and Trustee are as follows:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 13-5674085
Smith Barney Inc. 13-1912900
PaineWebber Incorporated 13-2638166
Dean Witter Reynolds Inc. 94-0899825
The Bank of New York 13-4941102
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Final prospectuses from the following series of Defined Asset Funds- Equity
Investor Fund (which are incorporated herein by reference) may be used as a
preliminary prospectus for this Series: Select Ten Portfolio 1997 Series 2 (Reg
No. 333-23113); Select Ten Portfolio 1997 Series 3 (Reg. No. 333-28343).
Select Ten Portfolio 1997 Series 5 (Reg. No. 333-35127).
CONTENTS OF REGISTRATION STATEMENT
THE REGISTRATION STATEMENT ON FORM S-6 COMPRISES THE FOLLOWING PAPERS AND
DOCUMENTS:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-
Reference Sheet to the Registration Statement of the Equity Income Fund,
Sixth Utility Common Stock Series, 1933 Act File No. 2-86836).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The following exhibits:
1.1 -- Form of Trust Indenture (incorporated by reference to
Exhibit 1.1 to Amendment No. 2 to the Registration
Statement of Equity Income Fund, Select Growth
Portfolio-1995 Series 2, Defined Asset Funds, Reg. No.
33-58535).
1.1.1 -- Form of Standard Terms and Conditions of Trust Effective
October 21, 1993 (incorporated by reference to Exhibit
1.1.1 to the Registration Statement of Municipal
Investment Trust Fund, Multistate Series-48, Defined
Asset Funds, 1933 Act File No. 33-50247).
1.2 -- Form of Master Agreement Among Underwriters (incorporated
by reference to Exhibit 1.2 to the Registration
Statement of The Corporate Income Fund, One Hundred
Ninety-Fourth Monthly Payment Series, 1933 Act File No.
2-90925).
2.1 -- Form of Certificate of Beneficial Interest (included in
Exhibit 1.1.1).
*3.1 -- Opinion of counsel as to the legality of the securities
being issued including their consent to the use of
their names under the heading "Taxes" and"
Miscellaneous--Legal Opinion'' in the Prospectus.
*5.1 -- Consent of independent public accountants.
9.1 -- Information Supplement (incorporated by reference to
Exhibit 9.1 to the Registration Statement of Municipal
Investment Trust Fund, Select Ten Portfolio 1996 International
Series B (United Kingdom and Japan Portfolios), File No.
333-00593).
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* To be filed with Amendment to Registration Statement.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON
THE 2ND DAY OF JUNE, 1998.
Signatures appear on pages R-3, R-4, R-5 and R-6.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement
or Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to
the Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Smith Barney
Inc. has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the
person signing this Registration Statement or Amendment to the Registration
Statement to do so on behalf of such members.
A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration
Statement or Amendment to the Registration Statement pursuant to Powers of
Attorney authorizing the person signing this Registration Statement or
Amendment to the Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter
Reynolds Inc. has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the
person signing this Registration Statement or Amendment to the Registration
Statement to do so on behalf of such members.
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MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
By the following persons, who constitute a Powers of Attorney have been
majority of the Board of Directors of filed under Form SE and
Merrill Lynch, Pierce, Fenner & Smith the following 1933 Act
Incorporated: File Number: 33-43466
HERBERT M. ALLISON, JR.
BARRY S. FRIEDBERG
EDWARD L. GOLDBERG
STEPHEN L. HAMMERMAN
JEROME P. KENNEY
DAVID H. KOMANSKY
DANIEL T. NAPOLI
THOMAS H. PATRICK
JOHN L. STEFFENS
DANIEL P. TULLY
ROGER M. VASEY
ARTHUR H. ZEIKEL
By DANIEL C. TYLER
(As authorized signatory for
Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Attorney-in-fact for the persons listed above)
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SMITH BARNEY INC.
DEPOSITOR
By the following persons, Powers of Attorney have
who constitute a majority of been filed under the
the Board of Directors of 1933 Act File
Smith Barney Inc.: Numbers: 33-49753,
33-55073, 333-10441
and 333-41765
JAMES DIMON
DERYCK C. MAUGHAN
By GINA LEMON
(As authorized signatory for
Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
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PAINEWEBBER INCORPORATED
DEPOSITOR
By the following persons, who Powers of Attorney have
constitute a majority of the been filed under
Executive Committee of the Form SE and the
Board of Directors of following 1933 Act
PaineWebber Incorporated: File Number: 2-61279
MARGO N. ALEXANDER
TERRY L. ATKINSON
BRIAN M. BAREFOOT
STEVEN P. BAUM
MICHAEL CULP
REGINA A. DOLAN
JOSEPH J. GRANO, JR.
EDWARD M. KERSCHNER
JAMES P. MacGILVRAY
DONALD B. MARRON
ROBERT H. SILVER
MARK B. SUTTON
By ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated and
Attorney-in-fact for the persons listed above)
R-5
DEAN WITTER REYNOLDS INC.
DEPOSITOR
By the following persons, Powers of Attorney have been
who constitute a majority of filed under Form SE and
the Board of Directors of the following 1933 Act
Dean Witter Reynolds Inc.: File Number: 33-17085
and 333-13039
RICHARD M. DeMARTINI
ROBERT J. DWYER
CHRISTINE A. EDWARDS
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
MITCHELL M. MERIN
STEPHEN R. MILLER
RICHARD F. POWERS III
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc. and
Attorney-in-fact for the persons listed above)
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