<PAGE>
File No. 333-47643
Investment Company Act No. 811-5065
Filer: DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY DEAN WITTER COMPETITIVE EDGE BEST IDEAS
PORTFOLIO APRIL 1998
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-2.
A. Exact name of Trust:
DEAN WITTER SELECT EQUITY TRUST,
MORGAN STANLEY DEAN WITTER COMPETITIVE EDGE BEST
IDEAS PORTFOLIO APRIL 1998
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 agents 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
/X/ Check box if it is proposed that this filing will become
effective immediately upon filing on April 6, 1998
pursuant to Rule 487.
<PAGE>
DEAN WITTER SELECT EQUITY TRUST,
MORGAN STANLEY DEAN WITTER COMPETITIVE EDGE BEST IDEAS
PORTFOLIO APRIL 1998
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 ) Introduction; Amendment
Indenture ) 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
____________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
10. General Information regarding )
Trust's Securities and Rights of )
Holders )
(a) Type of Securities ) Rights of Unit Holders
(Registered or Bearer) )
(b) Type of Securities ) Administration of the
(Cumulative or Distribu- ) Trust-Distribution
tive) )
(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, par- ) Units-Secondary Market;
tial redemption and similar ) Exchange Option;
matters ) Redemption; Rights of
) Unit Holders-Certificates
(e) Lapses or defaults with re- ) *
spect to periodic payment )
plan certificates )
(f) Voting rights as to Securi- ) Rights of Unit
ties under the Indenture ) Holder-Certain Limi-
) tations; 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
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
(3) Provisions of Indenture ) Amendment and Termination
) of the Indenture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
(h) Security Holders Consent )
required to change )
(1) Composition of assets ) Amendment and Termi-
of Trust ) nation of the Inden-
) ture
(2) Terms and conditions ) Amendment and Termi-
of Trust's Securities ) nation of the Inden-
) ture
(3) Provisions of Indenture ) Amendment and Termination
) of the Indenture
(4) Identity of Depositor ) *
and Trustee )
(i) Other principal features of ) Cover of Prospectus;
the Trust's Securities ) Tax Status
11. Type of securities comprising ) The Trust-Summary
units ) Description of the
) Portfolios; Objectives
) and Securities Selection;
) The Trust-Special
) Considerations
12. Type of securities comprising ) *
periodic payment certificates )
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
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 )
(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 loads, fees, ) Rights of Unit Holders-
expenses, etc. payable by ) 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 Spon-
) sor
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
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
18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment
) Programs
(b) Reinvestment of distribu- ) Reinvestment Programs
tions )
(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 Termination
of trust agreement ) 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
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
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
27. Business of Depositor ) Sponsor and Included
) in Form N-8B-2
28. Certain information as to offi- ) Included in Form
cials 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
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
35. Distribution of trust's securi- ) Public Offering of
ties 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 )
40. Certain fees received by princi- ) Public Offering of
pal underwriter ) Units-Profit of Spon-
) sor
41. (a) Business of principal un- ) Sponsor
derwriter )
(b) Branch offices of principal ) *
underwriter )
(c) Salesman of principal un- ) *
derwriter )
42. Ownership of trust's securities ) *
by certain persons )
43. Certain brokerage commissions ) *
received by principal under- )
writer )
44. (a) Method of valuation ) Public Offering of
) Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering price ) Public Offering of
to certain persons ) Units-Volume Dis-
) count; Exchange op-
) tion
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
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 un- ) See items 10(d), 44
derlying 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
50. Trustee's lien ) Expenses and Charges
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. (a) Name and address of Insur- ) *
ance 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
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
52. (a) Method of selecting and ) Introduction Objectives
eliminating securities from ) and Securities Selection;
the Trust ) The Trust-Summary
) Description
) of the Portfolio
) Sponsor-Responsibility
(b) Elimination of securities ) *
from the Trust )
(c) Substitution and ) Introduction Objectives
elimination of securities ) and Securities
from the Trust ) Selection; Sponsor-
) Responsibility;
(d) Description of any funda- ) *
mental policy of the Trust )
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 Finan-
(Instruction 1(c) to Form S-6) ) cial 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] DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY DEAN WITTER COMPETITIVE EDGE BEST IDEAS PORTFOLIO APRIL 1998
------------------------------------------------------------------------------
(A Unit Investment Trust)
-----------------------------------------------------------------------------
The objective of the Trust is to provide capital appreciation by an investment
in a fixed portfolio consisting of common stocks from the April 1998 update of
the Morgan Stanley Dean Witter Global Equity Research's "Competitive Edge" -
"Best Ideas" list, (the "Competitive Edge - Best Ideas Stocks"). Such common
stocks include both domestic and foreign equity securities issued by companies
in a variety of industries. The Best Ideas list is expected to be reviewed and
changed quarterly. The Trust, however, is a fixed portfolio, consisting of the
Best Ideas Stocks, and share weightings, as determined on April 3, 1998 (the
"Stock Selection Date"). 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 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.
- --------------------------------------------------------------------------------
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 Bank of New York
2 World Trade Center 101 Barclay Street
New York, New York 10048 New York, New York 10286
</TABLE>
PROSPECTUS DATED APRIL 6, 1998
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY DEAN WITTER COMPETITIVE EDGE BEST IDEAS PORTFOLIO
APRIL 1998
AS OF APRIL 3, 1998(1)
<TABLE>
<S> <C>
Aggregate Value of Securities in Trust(2)............................. $242,835.19
Number of Units(3).................................................... 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)................................................ $ 971.34
Plus Sales Charge of 2.90% of Public Offering Price(4) (2.926% of
the amount invested in Securities)............................... 28.42
Less Deferred Sales Charge ("DSC") per 100 Units(5)............... (20.00)
-----------
Public Offering Price per 100 Units(6)............................ $ 979.76
-----------
-----------
Sponsor's Repurchase Price per 100 Units and Redemption Price per 100
Units (based on the value of the underlying Securities, $28.42 less
than the Public Offering Price per 100 Units)(7).................... $ 951.34
For Units redeemed or repurchased on or after the Second Year DSC
Commencement Date (reflects deduction of the additional DSC of
$10.00 per 100 Units for Units held on such date and assumes
April 3, 1998 Securities values)................................. $ 941.34
</TABLE>
<TABLE>
<S> <C>
Evaluation Time................................... Close of the market: 4:00 P.M. New York time.
Record Dates...................................... September 1, 1998, March 1, 1999 and December 31, 1999
Distribution Dates................................ September 15, 1998, March 15, 1999 and on or about January
7, 2000(8)
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......................... December 10, 1999
Liquidation Period................................ Not to exceed 14 business days after the In-kind
Distribution Date.(8)
Mandatory Termination Date........................ December 31, 1999
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.(3)
Trustee's Fee (including estimated expenses)(9)... $1.52 per 100 Units.
Organizational Expenses (estimated)(1)(0)......... $1.37 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 June 30,
1998.
Second Year DSC Commencement Date................. June 30, 1999.
Minimum Purchase: $1,000 ($250 for IRA's). The Sponsor may, in the near future, offer Units of the Trust through
the Sponsor's existing automatic investment program, which permits a lower minimum purchase (see "Direct
Invest").
</TABLE>
i
<PAGE>
- ------------------------
(1)The Initial Date of Deposit. The Indenture was signed and the initial
deposit of Securities with the Trustee was made on the Initial Date of Deposit.
(2)Based on the evaluation of the Securities as of 4:00 P.M. on April 3, 1998.
(3)The number of Units will be increased as the Sponsor deposits additional
Securities into the Trust. See "Introduction", in Part B.
(4)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 in the first year of the trust ($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 $8.42 per
100 Units or 0.86% of the Public Offering Price. Unit Holders holding Units on
the Second Year DSC Commencement Date will be charged an additional Deferred
Sales Charge of $10.00 per 100 Units, payable at the rate of $2.50 per 100 Units
per month for four months on the last business day of each month starting on the
Second Year DSC Commencement Date (the total Deferred Sales Charge for such Unit
Holders will be $30.00 per 100 Units and the total of (i) the Initial Sales
Charge and (ii) the Deferred Sales Charge payable over 10 months in the first
year and four months in the second year of $30.00 will equal approximately 3.9%
of the initial Public Offering Price.) The Initial Sales Charge paid by a Unit
Holder may be more or less than $8.42 per 100 Units because of the fluctuation
of the value of the Securities from that on the Initial 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 until $20.00 per 100 Units is paid and by a
subsequent reduction of Trust assets by $2.50 per 100 Units on each Deferred
Sales Charge Payment Date commencing on the Second Year DSC Commencement 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
except that if the exchange, redemption or sale occurs prior to the Second Year
DSC Commencement Date, the second year Deferred Sales Charge of $10.00 will not
apply. 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").
(5)The total Deferred Sales Charge for Units held on the Second Year DSC
Commencement Date will be $30.00.
(6)This price is computed as of the Initial Date of Deposit and may vary from
such price on the date of this Prospectus or any subsequent date.
(7)This price is computed as of the Initial 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 $1.25 per 100 Units.
(8)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".)
(9)See: "Expenses and Charges" herein. The fee and the expenses accrue daily
and are payable quarterly. 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 $1.00
per 100 Units.
(1)(0)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 $100 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 TWENTY-ONE MONTHS,
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 on Purchase......................... 0.90%(a) $ 9.00
Deferred Sales Charge (in the first year)........................ 2.00%(b) 20.00
----- ------
Maximum Sales Charge (in the first year)......................... 2.90% $ 29.00
----- ------
----- ------
Deferred Sales Charge per year for Unit Holders holding Units on
the Second Year DSC Commencement Date (as a percentage of
initial Public Offering Price).................................. 1.00% $ 10.00(c)
Total Deferred Sales Charge (includes first and second year
Deferred Sales Charge).................................... 3.00% $ 30.00
Total Sales Charge............................................... 3.90% $ 39.00
Maximum Sales Charge Imposed on Reinvested Dividends............. $ 30.00(d)
</TABLE>
<TABLE>
<S> <C> <C>
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)(E)
Trustee's Fee.................................................. 0.152% $ 1.52
Organizational Expenses (f).................................... 0.137% 1.37
Portfolio Supervision, Bookkeeping and Administrative Fees..... 0.025% 0.25
Other Operating Expenses....................................... -- --
----- ------
Total...................................................... 0.314% $ 3.14
----- ------
----- ------
</TABLE>
iii
<PAGE>
FEE TABLE--(continued)
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD
-------------------------------------------
3 5 10
1 YEAR YEARS(g) YEARS(g) YEARS(g)
------- --------- --------- ---------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000
investment, assuming an estimated operating expense ratio
of 0.314% and a 5% annual return on the investment
throughout the periods..................................... $ 32 $ 80 $ 130 $ 268
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 7 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
rate of return may be more or less than those assumed for purposes of the Example.
</TABLE>
-------------------
(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 for 10 months, irrespective
of purchase or redemption price, paid on each Deferred Sales Charge Payment
Date during the first year of the Trust. 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 exchange, redemption or sale
occurs prior to the Second Year DSC Commencement Date, the second year
Deferred Sales Charge of $10.00 will not apply. If the Unit purchase price
exceeds $10 per Unit, the Deferred Sales Charge in the first year of the
Trust will be less than 3.00%; if the Unit purchase price is less than $10
per Unit, the Deferred Sales Charge will exceed 2.00%.
(c) If such a Holder sells, exchanges or redeems Units before all of these
deductions have been made, the balance of the Deferred Sales Charge will be
deducted from the Unit proceeds.
(d) 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").
(e) The estimates do not include the costs borne by the unit holders of
purchasing and selling Securities.
(f) 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 $100 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.
(g) Although each Trust has a term of approximately twenty-one months 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--OBJECTIVE--The Dean Witter Select Equity Trust, Morgan Stanley
Dean Witter Competitive Edge Best Ideas Portfolio April 1998 (the "Trust") is a
unit investment trust composed of publicly-traded common stocks or contracts to
purchase such stocks (the "Securities"). The objective of the Trust is capital
appreciation by an investment in the Competitive Edge - Best Ideas Stocks. 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 objective of the Trust will be achieved. Income is not an
objective of the Trust.
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.
Unitholders may choose to hold their Units for any length of time up to
approximately 21 months, depending upon the date of purchase, unless the Trust
is terminated early.
SPECIAL CHARACTERISTICS OF THE TRUST--SECURITIES SELECTION--Morgan Stanley
Dean Witter (MSDW) Global Equity Research group is recognized as a world leader
in global financial research and provides comprehensive research and in-depth
knowledge about general markets and specific companies from around the world.
Through its on-going research and analysis, MSDW Global Equity Research has
developed and undertaken a comprehensive study which it calls Global Investing:
The Competitive Edge. It believes that companies with a sustainable competitive
edge in the operations of their business are worth more than their weaker
competitors, that these companies can be expected to earn higher returns on each
incremental dollar invested in their businesses, and that these companies are
less risky to own. The Competitive Edge represents the list of those companies.
Specifically, MSDW's equity research analysts and strategists presently
evaluate approximately 2,000 companies in 21 industry sectors worldwide. The
initial comprehensive review for the Competitive Edge list was conducted in
October 1996 and identified 238 companies from the MSDW Global Equity Research
companies under coverage (then nearly 1,650) as having a competitive advantage
in the global arena. MSDW Global Equity Research further identified a group of
84 companies in which it believed that each of such company's competitive edge
was not reflected in its common stock price. From this group, it then selected
its "Best Ideas", a list of approximately 40 companies which it considered at
that time to be the most attractive investment opportunities of the group. Since
then, there have been five updates--April, July, October, 1997 and January and
April, 1998.
In January 1998, MSDW Global Equity Research announced the results of its
annual comprehensive review (as of December 31, 1997), with the Competitive Edge
list consisting of 250 companies. This represented an overall change of 43
companies from the initial comprehensive review conducted in October 1996.
The Trust's Portfolio is based upon the January, 1998 annual comprehensive
review and April 1998 update (completed on March 31, 1998). Of the 250 companies
identified on the Competitive Edge List, a group of 112 companies were
categorized as having their competitive edge not reflected in their current
stock price and this group of companies was further narrowed to the list of Best
Ideas. MSDW Global Equity Research presently intends, although it is not
obligated, to keep the number of companies within the Competitive Edge list (and
identified at each annual comprehensive review) to approximately 250, and the
Best Ideas list to approximately 40. See the "Portfolio of Securities" for the
share-weighting of each Security in the Trust as of the Initial Date of Deposit.
This review and update process reflects MSDW Global Equity Research's plan
to conduct an annual comprehensive review at each year-end for a January
announcement, and three additional updates during the year. The frequency of
such review and updates
v
<PAGE>
may change. At the time of the annual review, the entire universe of Competitive
Edge companies are expected to be reviewed, and changes may be made to the
entire Competitive Edge list identified at the last annual comprehensive review,
as well as to the Best Ideas subgroup. It should be noted that MSDW Global
Equity Research reserves the right in its discretion to either remove or add a
company from the Competitive Edge or Best Ideas lists at any time.
During the three additional updates planned throughout the year, the entire
Competitive Edge list will be reviewed to determine if the Best Ideas list
warrants any deletions or additions, based upon the existing Competitive Edge
list. The quarterly updates will primarily be a review of only those companies
that were previously identified for the Competitive Edge list in the annual
comprehensive review and an updating within the Competitive Edge stocks of the
Best Ideas subgroup although changes in the Best Ideas list may reflect one or
more new companies having been added to the Competitive Edge list during an
update. It is anticipated that the list of the Competitive Edge stocks will not
change to a large extent during the quarterly updates. The list of Best Ideas
stocks, however, has changed substantially during past updates, and the list may
so change during future updates.
RISK FACTORS--SPECIAL CONSIDERATIONS--An investment in Units of the Trust
should be made with an understanding of the following risks:
The Trust contains a fixed portfolio, consisting of the common stock of the
companies set forth in the April 1998 update of the MSDW Global Equity
Research's Competitive Edge Best Ideas list. Unlike the Trust Portfolio, the
Competitive Edge Best Ideas listing is a managed compilation, subject to the
review process described above. The Best Ideas list is expected to change, and
may substantially change, during the life of the Trust. Since its inception in
October, 1996, the Best Ideas list has had an average change in companies of
between 6 and 7 at the time of each of the 5 updates, which represents an
average quarterly turnover of approximately 16.5%. The amount of future changes
cannot be predicted.
The Trust Portfolio, in contrast, is not managed. It is based on a longer
term strategy, taking the April 1998 update of the Competitive Edge Best Ideas
list and holding these stocks for the life of the Trust. Regardless of any
future changes to the list, the identity and proportionate relationship of the
Portfolio's Securities is expected to remain the same as shown in "Portfolio of
Securities." Therefore, the performance of the Trust will vary from the
continually updated list.
The above criteria were applied to the Securities selected for inclusion in
the Trust Portfolio as of the Initial Date of Deposit. The Securities were
selected irrespective of any specific buy or sell recommendation by the Sponsor
or MSDW Global Equity Research independent of the Competitive Edge concept,
although as of the selection date of the Securities, such Securities were
recommended by the MSDW Global Equity Research group specifically for the
Competitive Edge Best Ideas list. The MSDW Global Equity Research Group of
Morgan Stanley & Co. Incorporated is an affiliate of the Sponsor.
The Trust will generally continue to hold each Security and purchase
additional shares of any Security even though MSDW Global Equity Research's
opinion of the Security may have changed or a Security may no longer satisfy the
Trust's selection criteria. In the ordinary course of business, MSDW Global
Equity Research generally reviews the components of the Competitive Edge and
Best Ideas lists. Subsequent to the Stock Selection Date: (i) MSDW Global Equity
Research may reduce its investment opinion, or reduce earning estimates, with
regard to one or more of the Securities in the Best Ideas or Competitive Edge
lists or even delete one or more Securities from such lists, and (ii) the
Securities may no longer meet the standard to qualify for inclusion in the Trust
due to market capitalization or daily trading volume criteria.
However, despite any of the above events, the Sponsor will generally, on and
subsequent to the Initial Date of Deposit, continue to deposit additional
Securities which reflect the Portfolio as of the Initial Date of Deposit,
subject to permitted adjustments, and sell the additional Units created and may
sell Units in the secondary market even though one or more of the Securities
would no longer be chosen for deposit into the Trust if the selection process
were to be made at such later time.
vi
<PAGE>
In preparing the Competitive Edge and Best Ideas lists, MSDW Global Equity
Research focused on selecting specific companies that met the Competitive Edge
criteria. No effort was made to have the lists reflect any specified
"allocations" of companies by industry or sector.
The Competitive Edge Best Ideas list represents the opinions of MSDW Global
Equity Research as of the Stock Selection Date. There can be no assurance that
the Trust's objective of capital appreciation will be achieved. The Securities,
and hence the Units, may be unsuitable for investors depending on their specific
investment objectives and financial position. The Trust is not an appropriate
investment for those seeking high current income or capital preservation. Past
performance is not a guarantee of future results. The price of, and income from,
the Securities and, therefore, the Units may rise or fall, so that a Unit
Holder's Units, when redeemed or sold, may be worth more or less than their
original cost.
There are risks inherent in an investment in common stocks, which comprise
the portfolio of the Trust, 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. The value of the underlying Securities in the Portfolio may
fluctuate in accordance with a variety of factors, including company specific,
industry wide and economic factors, as well as changes in the value of common
stocks in general. Equity markets have been at historically high levels and no
assurance can be given that these levels will continue. Although there are
certain risks of price volatility associated with investment in common stocks,
risk should be reduced where, as in the Trust, capital is divided among stocks
from several different industry groups.
Although the Trust has an expected life of twenty-one months, and many
investors may choose to hold Units for less time, such as approximately one
year, 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. There can be no assurance, however, that
the Sponsor will offer successive trusts. Investors desiring to invest in
successive trusts must so elect in connection with the termination of the prior
trust.
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 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.
FOREIGN ISSUERS. The Portfolio may contain Securities of non-United States
issuers. Holding securities of non-United States companies may involve
investment risks that are different from those involved in holding securities of
domestic issues, including future political and economic developments, the
possible imposition of withholding taxes and exchange controls or other foreign
governmental restrictions which might adversely affect the payment of
distributions on Securities in the Portfolio. In addition, there may be less
publicly available information about a foreign issuer and foreign issuers may
not generally be subject to uniform accounting, auditing and financial reporting
standards, practices and requirements comparable to those applicable to domestic
issuers. Foreign securities markets, while growing in volume, have, for the most
part, substantially less volume than U.S. markets, and securities of many
foreign companies are less liquid and their prices more volatile than securities
of comparable domestic companies. Brokerage commissions and other transaction
costs on foreign securities exchanges are generally higher than in the United
States and there is generally less government supervision and regulation of
exchanges, brokers and issuers in foreign countries than there is in the United
States. Global and regional perceptions of foreign markets and currency exchange
rate fluctuations should also be considered since they may adversely affect the
value of the foreign securities.
vii
<PAGE>
ADDITIONAL RISK FACTORS--SPECIAL CONSIDERATIONS. See also notes to "Schedule
of Portfolio Securities" and "The Trust--Risk Factors--Special Considerations"
below.
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 September 15, 1998, March 15, 1999
and on or about January 7, 2000 to holders of record on September 1, 1998, March
1, 1999 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 acquired through reinvestment upon termination 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 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 2.924% 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".) In the case of
Unit Holders exchanging, redeeming or selling Units prior to the Second Year DSC
Commencement Date, the total sales charge consists of an Initial Sales Charge
and a Deferred Sales Charge ($20.00 per 100 Units), the total of which equals
2.90% of the Public Offering Price or 2.924% of the amount invested in
Securities. Unit Holders holding Units on the Second Year DSC Commencement Date
will be charged an additional Deferred Sales Charge of $10.00 per 100 Units,
payable at the rate of $2.50 per 100 Units per month for four months on the last
business day of each month starting on the Second Year DSC Commencement Date
(the total Deferred Sales Charge for such Unit Holders will be $30.00 per 100
Units and the total of (i) the Initial Sales Charge and (ii) the Deferred Sales
Charge payable over 10 months in the first year and four months in the second
year of $30.00 will equal approximately 3.9% of the initial Public Offering
Price assuming a $10 per unit public offering price). The Initial Sales Charge
is computed by deducting the Deferred Sales Charge for the first year ($20.00
per 100 Units) from the aggregate sales charge in the first year; thus, on the
date of the Summary of Essential Information, the Initial Sales Charge is $8.42
per 100 Units or 0.86% of the Public Offering Price. The Initial Sales Charge
paid by a Unit Holder may be more or less than $8.42 per 100 Units because of
the fluctuation of the value of the Securities from that on the Initial 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 Dean Witter
Select Equity Trust 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 for 10 months in the first year on each Deferred
Sales Charge Payment Date commencing on the first Deferred Sales Charge Payment
Date shown on the Summary of Essential Information and by a reduction of Trust
assets by $2.50 per 100 Units for four months starting on the Second Year DSC
Commencement Date through the sale of Securities on each such date or
distribution of cash available for such payment. Units
viii
<PAGE>
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 ($30.00 less the Deferred Sales Charge
previously paid) except that if the exchange, redemption or sale occurs prior to
the Second Year DSC Commencement Date, the second year Deferred Sales Charge of
$10.00 will not apply.
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 that the
Deferred Sales Charge of $2.50 per 100 Units will be deducted from Trust assets
on the last business day of each of the four months commencing on the Second
Year DSC Commencement Date, and to the extent the entire Deferred Sales Charge
of $30.00 per 100 Units 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 except
that if the exchange, redemption or sale occurs prior to the Second Year DSC
Commencement Date, the second year Deferred Sales Charge of $10.00 will not
apply.
TERMINATION--The Trust will terminate approximately 21 months after the
Initial Date of Deposit regardless of market conditions at that time. The Trust
will then liquidate. Unit Holders 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 January 7, 2000 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. 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."
ix
<PAGE>
--PORTFOLIO CHARACTERISTICS. A review of the Trust Portfolio's Securities as
of the Initial Date of Deposit indicates that all are common stocks, whose
issuers can be characterized as being within the categories set forth below:
<TABLE>
<CAPTION>
APPROXIMATE
PERCENTAGE OF
PORTFOLIO AGGREGATE MARKET VALUE
CATEGORIES OF ISSUER NUMBERS OF TRUST PORTFOLIO*
- --------------------------------------------- ---------- ------------------------
<S> <C> <C>
Electric power............................... 1 2.88%
Telecommunications........................... 2 2.76
Insurance.................................... 3 2.76
Banking & financial services................. 4,10,19,38 11.28
Paper & packaging............................ 5,39 3.76
Automotive................................... 6,26 5.71
Aerospace/defense............................ 7 2.88
Energy....................................... 8,13,33,37 11.00
Technology................................... 9,21,24,27,31 11.81
Consumer products............................ 11,12,17,29,40 14.09
Chemicals.................................... 14,34 3.65
Capital goods................................ 15,18,23,32,35 9.96
Transportation............................... 16 2.75
Cement....................................... 20 2.58
Healthcare................................... 22,25,30 6.37
Media........................................ 28,36 5.76
</TABLE>
--COUNTRY CHARACTERISTICS. Issuers of the Trust Portfolio's Securities are
incorporated or based in various countries, as indicated below:
<TABLE>
<CAPTION>
APPROXIMATE
PERCENTAGE OF
AGGREGATE MARKET
VALUE OF TRUST
COUNTRY OF ISSUER PORTFOLIO NUMBERS PORTFOLIO*
- -------------------------------- --------------------------------- -------------------
<S> <C> <C>
United States 1,2,4,7,8,9,10,11,13,14,15,16,18, 58.35%
21,22,24,25,27,29,30,33,34,36
United Kingdom 12,19,35,40 11.10
Germany 6,23 3.85
Indonesia 5 0.81
Japan 17 2.84
Switzerland 20,38 5.39
Sweden 32 0.82
France 3,26,31,37 11.06
Finland 39 2.94
Australia 28 2.91
</TABLE>
On the Initial Date of Deposit, the aggregate market value of the Securities
in the Trust was $ .
*As of Initial Date of Deposit; subject to future change
x
<PAGE>
PERFORMANCE INFORMATION--Information on the performance of the Trust, one or
more Morgan Stanley Dean Witter Competitive Edge Best Ideas Portfolio series and
the Competitive Edge Best Ideas Stocks 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. Actual average
annualized returns may also be shown for consecutive series of the same Morgan
Stanley Dean Witter Competitive Edge Best Ideas Portfolio cycle. Information on
the performance of the Competitive Edge Best Ideas Stocks contained in this
Prospectus, as further updated, may also be included from time to time in such
material. Performance of individual Morgan Stanley Dean Witter Competitive Edge
Best Ideas Stocks Portfolios may also be shown along with performance of the
other Morgan Stanley Dean Witter Competitive Edge Best Ideas Stocks 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. Actual 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 Competitive Edge Best Ideas
Stocks may not reflect commissions, taxes, sales charges or expenses. No
provision is made for any income taxes payable. Past performance cannot
guarantee future results.
xi
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY DEAN WITTER COMPETITIVE EDGE BEST IDEAS PORTFOLIO APRIL 1998
We have audited the accompanying statement of financial condition and
schedule of portfolio securities of the Dean Witter Select Equity Trust Morgan
Stanley Dean Witter Competitive Edge Best Ideas Portfolio April 1998 as of April
3, 1998. 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 April 3, 1998, by correspondence with The Bank of New
York, 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 Morgan Stanley
Dean Witter Competitive Edge Best Ideas Portfolio April 1998 as of April 3, 1998
in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
April 3, 1998
New York, New York
xii
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY DEAN WITTER COMPETITIVE EDGE BEST IDEAS PORTFOLIO
APRIL 1998
INITIAL DATE OF DEPOSIT, APRIL 3, 1998
<TABLE>
<S> <C>
TRUST PROPERTY
Sponsor's Contracts to purchase underlying Securities
backed by an irrevocable letter of credit (a).......... $242,835.19
Organizational costs (b)................................ 137,050.00
-----------
Total................................................. $379,885.19
-----------
-----------
LIABILITY AND INTEREST OF UNIT HOLDERS
Liability--
Payment of first year deferred portion of sales charge
(c).................................................. $ 5,000
Accrued liability (b)................................. 137,050
-----------
Subtotal.............................................. 142,050
-----------
Interest of Unit Holders--
Units of fractional undivided interest outstanding:
Cost to investors (d)................................. $244,940.00
Gross underwriting commissions (e).................... (7,104.81)
-----------
Net amount applicable to investors...................... $237,835.19
-----------
Total................................................. $379,885.19
-----------
-----------
</TABLE>
xiii
<PAGE>
- ------------------------
(a) The aggregate U.S. dollar value of the Securities represented by Contracts
to Purchase listed under "Schedule of Portfolio Securities" based on the
U.S. dollar offer side value of the relevant exchange rate determined by the
Trustee at the Evaluation Time on April 3, 1998 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 Initial
Date of Deposit. An irrevocable letter of credit drawn on Bank of
Tokyo-Mitsubishi, Ltd. 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 $100 million. To
the extent the assets of the Trust are less than $100 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 June 30,
1998 through March 31, 1999 and $2.50 per 100 Units payable on the last
business day of each month from June 30, 1999 through September 30, 1999.
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 March 31, 1999, the remaining
portion of the distribution applicable to such Units will be transferred to
such account on the redemption date except that if the Units are redeemed
prior to the Second Year DSC Commencement Date the last $10.00 of the
Deferred Sales Charge will not apply.
(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.
xiv
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY DEAN WITTER COMPETITIVE EDGE BEST IDEAS PORTFOLIO
APRIL 1998
ON INITIAL DATE OF DEPOSIT, APRIL 3, 1998
<TABLE>
<CAPTION>
PROPORTIONATE PERCENTAGE
RELATIONSHIP OF AGGREGATE PRICE PER COST OF
NUMBER OF BETWEEN NO. MARKET VALUE SHARE TO SECURITIES
NO. NAME OF ISSUER SHARES OF SHARES OF TRUST TRUST TO TRUST (1)(2)
- --------- -------------------------------------- --------- ------------- ------------ ------------ ---------------
<C> <S> <C> <C> <C> <C> <C>
1. AES Corp. 125 2.066% 2.88% $ 55.875 $ 6,984.38
2. AT&T Corp. 101 1.669 2.76 66.3125 6,697.56
3. AXA-UAP 64 1.058 2.76 104.8134 6,708.05
4. American Express Co. 73 1.206 2.98 99.25 7,245.25
5. Asia Pulp & Paper 138 2.281 0.81 14.3125 1,975.13
6. Bayerische Motorenwerke AG (BMW) 6 0.099 2.96 1,198.2065 7,189.24
7. The Boeing Co. 127 2.099 2.88 55.0625 6,992.94
8. Chevron Corp. 81 1.339 2.73 81.9375 6,636.94
9. Cisco Systems Inc. 97 1.603 2.82 70.6875 6,856.69
10. Citicorp 47 0.777 2.77 142.875 6,715.13
11. Coca-Cola Enterprises Inc. 183 3.024 2.73 36.25 6,633.75
12. Diageo PLC 543 8.974 2.79 12.4621 6,766.94
13. Dresser Industries Inc. 133 2.198 2.72 49.75 6,616.75
14. E.I. DuPont de Nemours & Co. 99 1.636 2.81 69.00 6,831.00
15. Emerson Electric Co. 105 1.735 2.81 65.0625 6,831.56
16. FDX Corp. 93 1.537 2.75 71.8750 6,684.38
17. Fuji Photo Film Co. Ltd. 179 2.958 2.84 38.5214 6,895.33
18. General Electric Co. 78 1.289 2.80 87.1875 6,800.63
19. HSBC Holdings 225 3.718 2.73 29.4269 6,621.06
20. Holderbank Financiere Glaris AG 6 0.099 2.58 1,046.0935 6,276.56
21. Intel Corp. 87 1.438 2.75 76.75 6,677.25
22. Eli Lilly and Company 113 1.867 2.73 58.5625 6,617.56
23. MAN AG 6 0.099 0.89 360.3263 2,161.96
24. Manpower Inc. 48 0.793 0.81 40.75 1,956.00
25. Medtronic, Inc. 126 2.082 2.83 54.625 6,882.75
26. Michelin 114 1.884 2.75 58.5020 6,669.23
27. Microsoft Corp. 74 1.223 2.83 93.00 6,882.00
28. News Corp. Ltd. 1,181 19.517 2.91 5.9778 7,059.77
29. Proctor & Gamble Co. 77 1.273 2.79 87.9375 6,771.19
30. Quintiles Transnational Corp. 42 0.694 0.81 46.8750 1,968.75
31. SGS-Thomson Microelectronics N.V. 84 1.388 2.60 75.2076 6,317.44
32. Sandvik AB 70 1.157 0.82 28.2793 1,979.55
33. Schlumberger Ltd. 86 1.421 2.68 75.6875 6,509.13
34. Sealed Air Corp. 31 0.512 0.83 65.1875 2,020.80
</TABLE>
xv
<PAGE>
<TABLE>
<CAPTION>
PROPORTIONATE PERCENTAGE
RELATIONSHIP OF AGGREGATE PRICE PER COST OF
NUMBER OF BETWEEN NO. MARKET VALUE SHARE TO SECURITIES
NO. NAME OF ISSUER SHARES OF SHARES OF TRUST TRUST TO TRUST (1)(2)
- --------- -------------------------------------- --------- ------------- ------------ ------------ ---------------
<C> <S> <C> <C> <C> <C> <C>
35. Siebe PLC 310 5.123% 2.64% $ 20.6984 $ 6,416.50
36. Time Warner Inc. 91 1.504 2.85 76.0625 6,921.69
37. TOTAL S.A. 57 0.942 2.86 121.9060 6,948.64
38. UBS 4 0.066 2.81 1,705.1324 6,820.53
39. UPM-Kymmene OY 260 4.297 2.94 27.4823 7,145.40
40. Unilever PLC 687 11.353 2.94 10.4072 7,149.76
--------- ---------------
6,051 $ 242,835.19
--------- ---------------
--------- ---------------
</TABLE>
- ------------------------
(1) All Securities are represented entirely by contracts to purchase entered
into on April 3, 1998. Valuation of Securities by the Trustee was made on
the basis of the closing sale price on the applicable exchange or market
converted into U.S. dollars at the offer side of the exchange rate at the
Evaluation Time on April 3, 1998. The aggregate purchase price to the
Sponsor for the Securities deposited in the Trust is $243,565.01.
(2) The Sponsor had a loss on the Initial Date of Deposit of $729.82.
The Sponsor or affiliates thereof may perform or seek to perform investment
banking services for, and 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. The Sponsor or affiliates may serve as specialists in the
Securities in this Trust on one or more stock exchanges, or markets, may make
markets in or may have a long or short position in or effect transactions 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 or affiliates may be
an officer or director of one or more of the issuers of the Securities in the
Trust. The Sponsor or affiliates 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>
THE 40 STOCKS OF THE MORGAN STANLEY DEAN WITTER COMPETITIVE EDGE
"BEST IDEAS" PORTFOLIO
<TABLE>
<S> <C>
AES CORP. (U.S.)............... Develops, builds, owns and operates electric power
generating facilities, which sell output primarily to
investor-owned or government-owned electric utilities.
AMERICAN EXPRESS CO. (U.S.).... Global leader in consumer financial services; world's
largest travel agency and largest global issuer of charge
cards (based on charge volume).
ASIA PULP & PAPER CO. LTD.
(Indonesia).................... Supplies the Asian market with pulp and paper products.
AT&T CORP. (U.S.).............. Largest provider of communications services in the U.S.;
long-distance market, wireless, internet, and local
services.
AXA-UAP (France)............... World's second-largest insurance company and asset manager.
BMW (Germany).................. Well-recognized premium producer of motor vehicles and
motorcycles.
BOEING CO. (U.S.).............. World's leading manufacturer of commercial aircraft and a
major U.S. Government contractor for missiles, electronic
systems and military aircraft.
CHEVRON CORP. (U.S.)........... Leading worldwide energy and chemical company.
CISCO SYSTEMS INC. (U.S.)...... Develops, manufactures, markets and supports multi-protocol
internetworking systems that enable customers to build
large-scale computer networks.
CITICORP (U.S.)................ Financial services company with broad geographic scope.
COCA-COLA ENTERPRISES INC.
(U.S.)......................... Largest bottler of Coca-Cola products in the world.
DIAGEO PLC (U.K.).............. Result of merger between Grand Metropolitan PLC and Guinness
PLC; leading U.K.-based dealer in wine, spirits and food.
DRESSER INDUSTRIES INC.
(U.S.)......................... Provides and services compressor systems, pump systems,
valves and measurement devices for hydrocarbon processing
and transportation applications.
E.I. DUPONT DE NEMOURS & CO.
(U.S.)......................... Operates in six areas: chemical, fibers, polymers,
petroleum, life sciences and diversified business.
EMERSON ELECTRIC CO. (U.S.).... Diversified industrial manufacturer; businesses include:
process controls, industrial motors and drives, tools, HVAC
components, low-voltage electrical components and
equipment.
FEDERAL EXPRESS CORP. (U.S.)... Transports freight packages and documents for overnight
delivery throughout the US, Canada, parts of Europe and
Asia.
FUJI PHOTO FILM CO. LTD.
(Japan)........................ Japan's leading producer of photographic film; also involved
in photofinishing and information systems.
GENERAL ELECTRIC CO. (U.S.).... A diversified company encompassing GE Capital, materials,
aircraft engines, power generation, broadcasting, industrial
products, appliances and technical products.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
HOLDERBANK FINANCIERE GLARIS AG
(Switzerland).................. World's largest cement producer, with a presence in over 45
countries.
HSBC (U.K.).................... One of the major players in global/local banking, has
expanded operations from original base in Asia to North
America, U.K. and Europe.
INTEL CORP. (U.S.)............. Leading manufacturer of high-performance microprocessors for
the personal computer industry.
ELI LILLY AND COMPANY (U.S.)... Global pharmaceutical company; produces central nervous
system products, Prozac and hormones (insulin).
MAN AG (Germany)............... Owns several important capital goods business, plus a truck
subsidiary that manufactures trucks and buses.
MANPOWER INC. (U.S.)........... World's largest provider of flexible staffing services.
MEDTRONIC, INC. (U.S.)......... Leader in several of the most technologically sophisticated
segments of the medical supply market including cardiac
pacemakers, implantable defibrillators.
MICHELIN (France).............. World's largest tire company.
MICROSOFT CORP. (U.S.)......... Develops and markets PC software and operating systems;
market share leader in PC applications and development tools
NEWS CORP. LTD. (Australia).... Global media conglomerate is the world's largest newspaper
publisher, owns Fox TV, recently purchased L.A. Dodgers.
PROCTER & GAMBLE CO. (U.S.).... Sells a broad range of laundry, cleaning, paper, beauty
care, healthcare, food and beverage products worldwide.
QUINTILES TRANSNATIONAL CORP.
(U.S.)......................... Leading provider of full service contract research, sales
and marketing services, and disease management to the
pharmaceutical, biotechnology and medical device
industries.
SANDVIK AB (Sweden)............ Main product is cutting tools, with a specialty in cemented
carbide technologies. Also develops high-alloy special
steel, saws and conveyor and process systems.
SCHLUMBERGER LTD. (U.S)........ Large provider of filtered services, management and systems
for electricity, water and natural gas.
SEALED AIR CORP. (U.S.)........ Global manufacturer of protective and specialty packaging
materials.
SGS-THOMSON MICROELECTRONICS
N.V. (France).................. Leading supplier of analog, mixed signal and smart power
ICs, non-volatile memory. ASICs microcontrollers,
telecommunication ICs and specialty memory.
SIEBE PLC (U.K.)............... A leading international manufacturer of controls, systems
and components for oil, gas, food and beverage, appliance
and industrial equipment industries.
TIME WARNER INC. (U.S.)........ Businesses include publishing, music and cable television
(e.g., Turner Cable Networks, HBO, WB Network, Warner Bros.
Studios and Music.)
</TABLE>
<PAGE>
<TABLE>
<S> <C>
TOTAL S.A. (France)............ European oil and gas company featuring a widely diversified
exploration and production business and one of the world's
largest producers of liquefied natural gas.
UBS (Switzerland).............. Merger between Union Bank of Switzerland and Swiss Bank
Corporation has been approved by shareholders; will result
in world's second largest bank.
UNILEVER PLC (U.K.)............ Manufacturer of branded and packaged goods; oil and dairy
fats, ice cream, tea-based beverages, frozen and culinary
foods, detergents and personal products.
UPM-KYMMENE OY (Finland)....... Paper producer characterized by low-cost production; has
strengthened its position by restructuring and acquisitions;
key product is magazine paper.
</TABLE>
<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 Bank of New York (the "Trustee"). The
Sponsor is a principal operating subsidiary of Morgan Stanley Dean Witter & Co.,
a publicly-held corporation. (See: "Sponsor".) The objective of the Trust is
capital appreciation through investment in a fixed portfolio of Securities (the
"Portfolio") of publicly-traded common stock. There is no assurance that this
objective will be met because the Securities may appreciate or depreciate in
value 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. Income is not an
objective of the Trust.
On the date of creation of the Trust (the "Initial 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 Initial 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 Initial 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 Initial 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 ("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.
- ------------------------
* 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>
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 the Initial 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 Initial 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 Initial 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.
2
<PAGE>
THE TRUST
OBJECTIVE AND SECURITIES SELECTION
The objective of the Trust is capital appreciation through an investment 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 objective will be achieved. Income is not an
objective of the Trust. The Trust has an expected life of approximately
twenty-one months.
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 are expected to 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
exact 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.
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.
RISK FACTORS--SPECIAL CONSIDERATIONS
An investment in Units of the Trust should be made with an understanding of
the risks described in the "Summary of Essential Information" in Part A herein,
as well as those set forth below. The Trust will be terminated and liquidated no
later than the Mandatory Termination Date set forth in the "Summary of Essential
Information".
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
during the first year of the Trust and, for Unit Holders holding Units on the
Second Year DSC Commencement Date an additional $2.50 per 100 Units will be sold
on the last business day of each of four months commencing on such date 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.
3
<PAGE>
The value of the Portfolio and Units, will fluctuate, and can decline,
depending upon the full range of economic and market influences which may affect
the market value of publicly traded common stock, which the Securities
represent. 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. The Sponsor cannot predict the
direction or scope of any of these factors. Additionally, equity markets have
been at historically high levels and no assurance can be given that these levels
will continue. THE TRUST HOLDS GROWTH STOCKS THAT MAY BE SUBJECT TO
ABOVE-AVERAGE PRICE VOLATILITY. THEREFORE THERE CAN BE NO ASSURANCE THAT THE
TRUST WILL BE EFFECTIVE IN ACHIEVING ITS OBJECTIVE OVER ITS APPROXIMATE
TWENTY-ONE MONTH LIFE OR THAT FUTURE PORTFOLIOS SELECTED USING THE SAME
METHODOLOGY AS THE TRUST DURING CONSECUTIVE TWENTY-ONE MONTH OR OTHER PERIODS
WILL MEET THEIR OBJECTIVES. THE TRUST IS NOT DESIGNED TO BE A COMPLETE EQUITY
INVESTMENT PROGRAM.
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 fluctuate
over the entire life of the Trust to values higher or lower than those
prevailing on the Initial 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.
4
<PAGE>
FOREIGN ISSUERS. Investment in securities of foreign issuers involves
investments risks that are different in some respects from an investment in a
trust that invests in securities of domestic issuers. Those investment risks
include future political and economic developments and the possible
establishment of exchange controls or other governmental restrictions which
might adversely affect the payment or receipt of payment of dividends on the
relevant Securities. In addition, for the foreign issuers that are not subject
to the reporting requirements of the Securities Exchange Act of 1934, there may
be less publicly available information than is available from a domestic issuer.
Also, foreign issuers are not necessarily subject to uniform accounting,
auditing and financial reporting standards, practices and requirements such as
those applicable to domestic issuers.
Securities issued by non-U.S. issuers generally pay dividends in foreign
currencies, and are principally traded in foreign currencies. Therefore, there
is a risk that the United States dollar value of these Securities will vary with
fluctuations in the United States dollar foreign exchange rates for the relevant
currencies.
FOREIGN EXCHANGE RATES. Securities that are principally traded in foreign
currencies involve investment risks that are substantially different from an
investment in securities that are principally traded in United States dollars.
This is because the United States dollar value of the foreign securities and of
the distributions from the Trust relating to the foreign securities will vary
with fluctuations in the United States dollar foreign exchange rates for the
relevant currencies. Most foreign currencies have fluctuated widely in value
against the United States dollar for many reasons, including supply and demand
of the respective currency, the soundness of the world economy and the strength
of the respective economy as compared to the economies of the United States and
other countries.
The post-World War II international monetary system was, until 1973,
dominated by the Bretton Woods Treaty, which established a system of fixed
exchange rates and the convertibility of the United States dollar into gold
through foreign central banks. Starting in 1971, growing volatility in the
foreign exchange markets caused the United States to abandon gold convertibility
and to effect a small devaluation of the United States dollar. In 1973, the
system of fixed exchange rates between a number of the most important industrial
countries of the world, among them the United States and most Western European
countries, was completely abandoned. Subsequently, major industrialized
countries have adopted "floating" exchange rates, under which daily currency
valuations depend on supply and demand in a freely fluctuating international
market. Many smaller or developing countries have continued to "peg" their
currencies to the United States dollar although there has been some interest in
recent years in "pegging" currencies to "baskets" of other currencies or to a
Special Drawing Right administered by the International Monetary Fund. In Europe
a European Currency Unit ("ECU") has been developed. Currencies are generally
traded by leading international commercial banks and institutional investors
(including corporate treasurers, money managers, pension funds and insurance
companies). From time to time, central banks in a number of countries also are
major buyers and sellers of foreign currencies, mostly for the purpose of
preventing or reducing substantial exchange rate fluctuations.
Exchange rate fluctuations are partly dependent on a number of economic
factors including economic conditions within countries, the impact of actual and
proposed government policies on the value of the currencies, interest rate
differentials between the currencies, the balance of imports and exports of
goods and services and transfers of income and capital from one country to
another. These economic factors are influenced primarily by a particular
country's monetary and fiscal policies (although the perceived political
situation in a particular country may have an influence as well--particularly
with respect to transfers of capital). Investor psychology may also be an
important determinant of currency fluctuations in the short run. Moreover,
institutional investors trying to anticipate the future relative strength or
weakness of a particular currency may sometimes exercise considerable
speculative influence on currency exchange rates by purchasing or selling large
amounts of the same currency or currencies. However, over the long term, the
currency of a country with a low rate of inflation and a favorable balance of
trade should increase in value relative to the currency of a country with a high
rate of inflation and deficits in the balance of trade.
The Trustee will estimate current exchange rates for the relevant currencies
based on activity in the various currency exchange markets. However, since these
markets are volatile, depending on the activity at any particular time of the
large international
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commercial banks, various central banks, large multinational corporations,
speculators and other buyers and sellers of foreign currencies, and since actual
foreign currency transactions may not be instantly reported, the exchange rates
estimated by the Trustee may not be indicative of the amount in United States
dollars the Trust would receive had the Trustee sold any particular currency in
the market.
The foreign exchange transactions of a Trust may be concluded by the Trustee
with foreign exchange dealers acting as principals either on a spot (I.E., cash)
buying basis or on a forward foreign exchange basis on the date a Trust is
entitled to receive the applicable foreign currency. These forward foreign
exchange transactions will generally be of as short a duration as practicable
and will generally settle on the date of receipt of the applicable foreign
currency involving specific receivables or payables of the Trust accruing in
connection with the purchase and sale of its Securities and income received on
the Securities or the sale and redemption of Units. These transactions are
accomplished by contracting to purchase or sell a specific currency at a future
date and price set at the time of the contract. The cost to the Trust of
engaging in these foreign currency transactions varies with such factors as the
currency involved, the length of the contract period and the market conditions
then prevailing. Since transactions in foreign currency exchange are usually
conducted on a principal basis, fees or commissions are not normally involved.
Although foreign exchange dealers trade on a net basis, they do realize a profit
based upon the difference between the price at which they are willing to buy a
particular currency (bid price) and the price at which they are willing to sell
the currency (offering price). The relevant exchange rate used for evaluations
of the Securities may include the cost of buying or selling, as the case may be,
of any forward foreign exchange contract in the relevant currency.
EXCHANGE CONTROLS. On the basis of the best information available to the
Sponsor at the present time none of the foreign securities is subject to
exchange control restrictions under existing law which would materially
interfere with payment to the Trust of amounts due on the foreign securities
either because the particular jurisdictions have not adopted any currency
regulations of this type or because the issues qualify for an exemption or the
Trust, as an extraterritorial investor, has qualified its purchase of the
foreign securities as exempt by following applicable "validation" or similar
regulatory or exemptive procedures. However, there can be no assurance that
exchange control regulations might not be adopted in the future which might
adversely affect payments to a Trust.
In addition, the adoption of exchange control regulations and other legal
restrictions could have an adverse impact on the marketability of foreign
securities in the Portfolio and on the ability of the Trust to satisfy its
obligation to redeem Units tendered to the Trustee for redemption (see
"Redemption").
LIQUIDITY. Foreign securities generally have not been registered under the
Securities Act of 1933 and may not be exempt from the registration requirements
of the Act. Sales of non-exempt Securities by a Trust in United States
securities markets are subject to severe restrictions and may not be
practicable. Accordingly, sales of these Securities by a Trust will generally be
effected only in foreign securities markets. Although the Sponsor does not
believe that a Trust will encounter obstacles in disposing of the Securities,
investors should realize that the Securities may be traded in foreign countries
where the securities markets are not as developed or efficient and may not be as
liquid as those in the United States. To the extent the liquidity of these
markets becomes impaired, however, the value of a Trust when responding to a
substantial volume of requests of redemption of Units (should redemptions be
necessary despite the market making activities of the Sponsor) received at or
about the same time could be adversely affected. This might occur, for example,
as a result of economic or political turmoil in a country in whose currency a
Trust had a substantial portion of its assets invested or should relations
between the United States and such foreign country deteriorate markedly.
Even though a number of the Securities are exchange listed, the principal
trading market for the non-exchange listed Securities are, and even for the
exchange listed Securities may be, in the over-the-counter market. As a result,
the existence of a liquid trading market for the Securities may depend on
whether dealers will make a market in the Securities. 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
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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 in connection with redemptions and
the value of a Trust will be adversely affected if trading markets for the
Securities are limited or absent.
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.
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 purchased solely for cash 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 purchased solely for
cash 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 (other than organizational
expenses added to basis) 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
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<PAGE>
holding period for such Securities will include the period during which the
Unit Holder held the Units. 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.
In connection with the In-kind Rollover Option set forth under
"Termination--In-Kind Rollover Option", the receipt in-kind from the
Terminating Trust and the deposit in the New Trust of the Duplicated Stocks
will not be a taxable event to a Unit Holder. The Unit Holder's basis in
such Duplicated Stocks will be the Unit Holder's basis in such Duplicated
Stocks prior to the distribution from the Terminating Trust and the holding
period of such Duplicated Stocks will include the period during which the
Unit Holder held the Units. To the extent securities received in-kind are
sold by the Agent on behalf of the Unit Holder of such securities, 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. The Unit Holder's basis in
non-Duplicated Stocks will equal the purchase price paid by the Agent. The
basis of the Duplicated Stocks and the non-Duplicated Stocks in the New
Trust should be increased by the amount of organizational expenses borne by
the Unit Holder.
In the case of dividends from foreign securities, U.S. Holders should
include as income their pro rata share of the amount of any foreign taxes
withheld with respect to such dividends. U.S. Holders should be entitled,
subject to applicable limitations, to either a credit or a deduction for
foreign taxes withheld with respect to such dividend payments.
If the proceeds received by the Agent or by the Trustee upon the sale 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 expenses. Conversely, if the proceeds received by the
Agent or by the Trustee upon the sale 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 in
connection with an exchange or non In-Kind Rollover, 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, capital gain of individuals,
estates and trusts from Securities held for more than 1 year, but not more
than 18 months, is subject to a maximum nominal tax rate of 28% and for
Securities held for more than 18 months the maximum nominal tax rate is 20%.
Such capital gain may, however, result in a disallowance of itemized
deductions and/or affect a personal exemption phase-out. These maximum lower
capital gain rates of either 28% or 20% will be unavailable with respect to
those Securities which have been held for less than a year and a day at the
time of sale (including sales occasioned by mandatory or early termination
of the Trust or exchange or rollover of Units). Unit Holders should note
that their choice of termination or rollover option will affect their
ability to achieve an 18 month holding period.
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.
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<PAGE>
A qualified retirement plan provides employee retirement benefits and is
funded in whole or in part by contributions from the employer (including
contributions by a self-employed individual, in which case the plan is sometimes
called a Keogh plan). The employer 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 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. Small employers
can establish so-called SIMPLE IRA plans allowing annual pre-tax contributions
by an employee to an IRA of up to $6,000 (subject to cost-of-living adjustments)
and requiring a minimum level of employer contributions. Two new types of IRAs
have been created by recent legislation effective beginning in 1998: Roth IRAs
and education IRAs. Contributions to Roth IRAs and education IRAs are not
deductible, but distributions of the income of the IRAs can be received tax-free
if the applicable requirements are met (however, such income would be taxed upon
distribution if such requirements are not met). Distributions from a Roth IRA
are tax-free if made after satisfaction of a 5-year holding period and (i) on or
after attainment of age 59 1/2, (ii) upon death or disability, or (iii) to buy
or construct a first home as a principal residence for the individual, his
spouse or any child, grandchild or ancestor (up to $10,000). Distributions from
an education IRA are tax-free to the extent not in excess of the beneficiary's
qualified higher education expenses for the applicable year. (Distributions of
the non-deductible contributions themselves would in any event not be taxed.)
Contributions to Roth IRAs are limited to $2,000 per year (reduced by
contributions to other IRAs); contributions to education IRAs are limited to
$500 per year for each beneficiary under age 18. Higher-income individuals
cannot establish Roth IRAs or education IRAs.
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
following 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 (other than Roth IRAs and education 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). Roth
IRAs are not required to commence distributions upon the individual's attainment
of age 70 1/2 but are subject to the foregoing post-death minimum distribution
requirements upon the individual's death. Education IRAs are required to
distribute the account balance within 30 days of the death of the designated
beneficiary to the beneficiary's estate.
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 (other than
an education IRA) before the employee attains age 59 1/2 are subject to a 10%
additional tax on the amount includible in income, unless the distribution is
(i) made on or after the employee's death, (ii) attributable to his being
disabled, (iii) in the nature of a life annuity, (iv) made to the employee after
separation from service after attainment of age 55, (v) made from an IRA after
1997 to pay certain qualified higher education expenses for the individual, his
spouse or any child or grandchild, (vi) made from an IRA after 1997 to buy or
construct a first home
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as a principal residence for the individual, his spouse or any child, grandchild
or ancestor (up to $10,000), or (vii) made for other reasons specified in the
law. Distributions from an education IRA in excess of qualified higher education
expenses are subject to a 10% additional tax on the amount includible in income,
unless the distribution is (i) made on or after the death of the designated
beneficiary, (ii) attributable to the designated beneficiary's being disabled,
or (iii) made on account of a scholarship or certain other educational
assistance allowances. 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.
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 Initial 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 aggregate U.S. dollar market value of the foreign
Securities is determined on each business day by the Trustee based on closing
prices and relevant currency exchange rates on the day the valuation is made or,
if there are no such reported prices, by taking into account the same factors
referred to under "Redemption--Computation of Redemption Price", except that the
relevant exchange rate used for determining the value of Securities in foreign
currency may include the cost of any forward contract to purchase the relevant
currency.
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) in the case of Unit Holders disposing of Units
prior to the Second Year DSC Commencement Date from the aggregate sales charge
in the first year. 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;
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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. Unit Holders
holding Units on the Second Year DSC Commencement Date will be charged an
additional Deferred Sales Charge of $10.00 per 100 Units, payable at the rate of
$2.50 per 100 Units per month for four months on the last business day of each
month starting on the Second Year DSC Commencement Date (the total Deferred
Sales Charge for such Unit Holders will be $30.00 per 100 Units and the total of
(i) the Initial Sales Charge and (ii) the Deferred Sales Charge payable over 10
months in the first year and four months in the second year of $30.00 will equal
approximately 3.9% of the initial Public Offering Price.) 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 except that if the exchange,
redemption or sale occurs prior to the Second Year DSC Commencement Date, the
second year Deferred Sales Charge of $10.00 will not apply. 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.
PUBLIC DISTRIBUTION
Units issued on the Initial 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 Trust, Sponsor, counsel and
taxes, if any, any remaining unpaid portion of the Deferred Sales Charge and
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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
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 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 $1,000.00
per 100 units:
<TABLE>
<CAPTION>
SALES CHARGE
---------------------------------------------- ADDITIONAL SECOND
PERCENT OF YEAR DEFERRED SALES
PERCENT OF THE AMOUNT INVESTED CHARGE PER 100
PUBLIC OFFERING PRICE IN SECURITIES UNITS
---------------------- --------------------- -------------------
<S> <C> <C> <C>
Less than $25,000....................... 2.90% 2.926% $ 10.00
$25,000 to $49,999...................... 2.75 2.775 10.00
$50,000 to $99,999...................... 2.50 2.523 10.00
$100,000 to $249,999.................... 2.25 2.270 10.00
$250,000 to $999,999.................... 2.00 2.00 10.00
$1,000,000 or more...................... 1.00 1.00 10.00
</TABLE>
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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.
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.
The "date of tender" is deemed to be the date on which Units are received by
the Trustee, except that as regards Units received after the Evaluation Time,
the date of tender is the next day on which the New York Stock Exchange is open
for trading, and such Units will be deemed to have been tendered to the Trustee
on such day for redemption at the Redemption Price computed on that day.
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.
In connection with each redemption the Sponsor will direct the Trustee to
redeem Units in accordance with the procedures set forth in either (a) or (b)
below.
(a) Units will be redeemed by the Trustee solely in cash for any one Unit
Holder tendering less than 25,000 Units. With respect to redemption requests
regarding at least 25,000 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 Sponsors 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
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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 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.
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.
(b) The Trustee will redeem Units in kind by an in kind distribution to The
Bank of New York as the Distribution Agent. A Unit Holder will be able to
receive in kind an amount per Unit equal to the Redemption Price per Unit as
determined as of the day of tender. In kind distributions (the "In Kind
Distribution") to Unit Holders will take the form of whole shares of Securities.
Cash will be distributed by the Distribution Agent in lieu of fractional shares.
The whole shares, fractional shares and cash distributed to the Distribution
Agent will aggregate an amount equal to the Redemption Price per Unit.
Distributions in kind on redemption of Units shall be held by the
Distribution Agent, whom each Unit Holder shall be deemed to have designated as
his agent upon purchase of a Unit, for the account, and for disposition in
accordance with the instructions of the tendering Unit Holder as follows:
(i) The Distribution Agent shall sell the In Kind Distribution as of the
close of business on the date of tender or as soon thereafter as possible and
remit to the Unit Holder not later than seven calendar days thereafter the net
proceeds of sale, after deducting brokerage commissions and transfer taxes, if
any, on the sale unless the tendering Unit Holder requests a distribution of the
Securities as set forth in paragraph (ii) below. The Distribution Agent may sell
the Securities through the Sponsor and the Sponsor may charge brokerage
commissions on those sales.
(ii) If the tendering Unit Holder requests distribution in kind and tenders
in excess of 25,000 Units, the Distribution Agent shall sell any portion of the
In Kind Distribution represented by fractional interests in shares in accordance
with the foregoing and distribute the net cash proceeds plus any other
distributable cash to the tendering Unit Holder together with certificates or
book-entry credit to the account of the Unit Holder at the Sponsor representing
whole shares of each of the Securities comprising the In Kind Distribution.
The 25,000 Unit threshold will not apply to redemptions in kind in
connection with a rollover or on an In-Kind Distribution Date in connection with
the termination of the Trust.
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. To
the
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extent Securities are distributed in kind to the Distribution Agent, the size of
the Trust will be reduced. Sales by the Distribution Agent 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.
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 applicable 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 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. The valuation of a foreign Security (in U.S. dollars based on the
applicable exchange rate) may take into consideration events or announcements
occurring after the close of the related foreign securities exchange and prior
to the Evaluation Time which could have a material effect on the value of a
Security. The relevant exchange rate used for evaluations of the Securities will
include the cost of any forward foreign exchange contract in the relevant
currency to correspond to the Trustee's settlement requirements for redemption
requests.
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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 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
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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 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, 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 InvestSM ("Direct Invest"),
an automatic investment program. The Sponsor presently intends to and may, in
the near future, expand the trust offerings within Direct Invest to include
series of the Morgan Stanley Dean Witter Competitive Edge Best Ideas Portfolio,
if available. Concerning the Direct Invest 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 trusts offered in the program. The Bank of
New York 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 trusts offered in the program
every three 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 trust series 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
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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 Bank of New York 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. 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 each trust and thus will be borne
indirectly by all unit holders of such trust.
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 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.
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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.
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
The estimated annual Trust expenses are listed in Part A--Summary of
Essential Information; if actual expenses exceed the estimated amounts such
excess will be borne by the Trust.
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 quarterly 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
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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.
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 gross 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 101 Barclay Street, New York, New York
10286. 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
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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 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 prior to the Second Year DSC
Commencement Date Securities will be sold pro rata in an amount equal to $2.00
per 100 Units (on and for each of the three months following such date an amount
equal to $2.50 per 100 Units will be sold) 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 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.
21
<PAGE>
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
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.
22
<PAGE>
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 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 Initial 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"; or (3) investment of the
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 Units at termination
will receive distributions in respect of their Units in cash unless they
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. No minimum number of Units are needed to elect an in kind
distribution. 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.
23
<PAGE>
NON IN-KIND 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 twenty-one months 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
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.
IN-KIND ROLLOVER OPTION. The Sponsor may offer Unit Holders the ability to
"rollover" their Units of the Trust for units of a subsequent series as set
forth below. If such feature is offered, the following structure will be
implemented for such rollovers. Although the Sponsor may offer Unit Holders this
additional termination alternative, the Sponsor reserves the right in its sole
discretion to decline to offer such alternative for any reason. If the Sponsor
determines to offer such alternative, it will notify Unit Holders who will then
notify the Sponsor whether they wish to participate. Such rollover will occur at
least 30 days prior to but not more than 65 days prior to the scheduled
termination of the Terminating Trust.
Unit Holders desiring to reinvest their interests in Units of the Trust
("Terminating Trust") in units of a newly created series of Dean Witter Select
Equity Trust, Morgan Stanley Dean Witter Competitive Edge Best Ideas Portfolio
("New Trust") may do so by so advising their account executive. Such exchange
will be effected by an in-kind redemption from the Terminating Trust and
subsequent in kind deposit with the Trustee of the New Trust, as follows:
The number and types of securities constituting a Unit of the New Trust will
be deposited in kind in the New Trust by The Bank of New York acting as agent on
behalf of a Unit Holder (the "Agent") in connection with the creation of a Unit
of the New Trust. Certain of the stocks contained in the Terminating Trust are
likely to be included in the portfolio of the New Trust ("Duplicated Stocks"). A
Unit Holder in the Terminating Trust electing to receive his interest in such
Terminating Trust in kind and desiring to purchase Units in the New Trust by an
in kind contribution to the New Trust would direct the Agent to carry out the
transactions necessary to consummate the in kind deposit. The Agent would be
authorized to receive the Unit Holder's in kind distribution from the
Terminating Trust and to assemble and deposit, on the Unit Holder's behalf, the
package of stocks needed to make up a Unit in the New Trust. Such assembly and
deposit would include an in kind contribution to the New Trust of an appropriate
amount of the Unit Holder's interest in Duplicated Stocks. Securities
distributed in kind from the Terminating Trust not required to make up a Unit in
the New Trust would be sold by the Agent with the cash proceeds of each sale
utilized by the Agent to purchase the stocks, other than the Duplicated Stocks,
necessary to constitute a Unit of the New Trust. The proceeds of such sales will
be reduced and the cost of such purchases will be increased by any applicable
brokerage commissions. If additional cash is needed to purchase stocks, such
cash would be paid to the Agent by the Unit Holder. Any cash not used to make up
a Unit in the New Trust would be distributed to the Unit Holder. Fractional
interests received from the Terminating Trust will be sold by the Agent with the
cash proceeds of such sale used to purchase securities for deposit in the New
Trust or, if not so utilized, distributed to the Unit Holder. Upon receipt of
the in kind deposit, the Trustee will issue the appropriate number of Units in
the New Trust to the Unit Holder on whose behalf the Agent acted. Units acquired
pursuant to an in-kind deposit into a New Trust by a Unit Holder of a
Terminating Trust will not be subject to an initial Sales Charge but only
subject to a Deferred Sales Charge.
The ability to purchase Units of the New Trust by the deposit of securities
in kind will also be offered to persons who were not Unit Holders in a
Terminating Trust and any such person may contribute whole shares in kind to a
New Trust. Such person will be required to pay the initial Sales Charge to the
Sponsor in connection with the in kind purchase of Units, which Units will be
subject to a Deferred Sales Charge.
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
24
<PAGE>
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.
The Division of Investment Management of the SEC is of the view that the
rollover option constitutes an "exchange offer", for the purposes of Section
11(c) of the Investment Company Act of 1940, and would therefore be prohibited
absent an exemptive order. The Sponsor has received an exemptive order under
Section 11(c) which it believes permits it to offer the rollover, but no
assurance can be given that the SEC will concur with the Sponsor's position and
additional regulatory approvals may be required.
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 gross 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 gross 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 by public authorities, or upon the determination of the Sponsor to
remove the Trustee for any reason, either with or without cause, 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.
25
<PAGE>
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 & Co. ("MSDW"), 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 MSDW. 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 10,000 account
executives servicing individual and institutional client accounts.
TRUSTEE
The Trustee is The Bank of New York. The Trustee is organized under the laws
of the State of New York, is a member of the New York Clearing House Association
and is subject to supervision and examination 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. Unit Holders should direct inquiries
regarding distributions, address changes and other matters relating to the
administration of the Trust to the Trustee at Unit Investment Trust Division,
P. O. Box 974, Wall Street Station, New York, New York 10286-0974.
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.
26
<PAGE>
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.......................................... xii
Statement of Financial Condition...................................... xiii
Schedule of Portfolio Securities...................................... xv
PART B
Introduction.......................................................... 1
The Trust............................................................. 3
Objective and Securities Selection................................ 3
Summary Description of the Portfolio.............................. 3
Risk Factors--Special Considerations.............................. 3
Distribution...................................................... 7
Tax Status of the Trust............................................... 7
Retirement Plans...................................................... 8
Public Offering of Units.............................................. 10
Public Offering Price............................................. 10
Public Distribution............................................... 11
Secondary Market.................................................. 11
Profit of Sponsor................................................. 12
Volume Discount................................................... 12
Redemption............................................................ 13
Right of Redemption............................................... 13
Computation of Redemption Price................................... 15
Postponement of Redemption........................................ 16
Exchange Option....................................................... 16
Direct Invest......................................................... 17
Reinvestment Program.................................................. 18
Rights of Unit Holders................................................ 18
Unit Holders...................................................... 18
Certain Limitations............................................... 19
Expenses and Charges.................................................. 19
Expenses.......................................................... 19
Fees.............................................................. 19
Other Charges..................................................... 20
Payment........................................................... 20
Administration of the Trust........................................... 20
Records and Accounts.............................................. 20
Distribution...................................................... 20
Portfolio Supervision............................................. 21
Voting of the Portfolio Securities................................ 22
Reports to Unit Holders........................................... 22
Amendment......................................................... 23
Termination....................................................... 23
Resignation, Removal and Liability.................................... 25
Regarding the Trustee............................................. 25
Regarding the Sponsor............................................. 26
Miscellaneous......................................................... 26
Sponsor........................................................... 26
Trustee........................................................... 26
Legal Opinions.................................................... 26
Auditors.............................................................. 26
</TABLE>
37701
[LOGO] DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY DEAN WITTER
COMPETITIVE EDGE BEST IDEAS
PORTFOLIO APRIL 1998
- --------------------------
(A Unit Investment Trust)
Sponsor:
- -------------------------------------------
[LOGO] 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 the Morgan Stanley Dean Witter
Competitive Edge Best Ideas 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 Ex-
hibit 5)
. Deloitte & Touche LLP
<PAGE>
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 September 30,
1993, as amended.
**EX-4.2 Reference Trust Agreement dated April 3, 1998.
**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.
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 Rule
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 and to exhibit 4.15 of Dean Witter Select Equity
Trust, Select 10 Industrial Portfolio Series 98-1,
Registration no. 333-41785.
** 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.
<PAGE>
SIGNATURES
The Registrant, Dean Witter Select Equity Trust,
Morgan Stanley Dean Witter Competitive Edge Best Ideas April
1998, hereby identifies the Dean Witter Select Equity Trust,
Morgan Stanley Dean Witter Competitive Edge Best Ideas October
1997 and the Select 5 Industrial Portfolio 97-6 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.
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, the registrant, Dean Witter Select Equity Trust, Morgan
Stanley Dean Witter Competitive Edge Best Ideas Portfolio April
1998, 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 3rd day of April, 1998.
DEAN WITTER SELECT EQUITY TRUST,
MORGAN STANLEY DEAN WITTER
COMPETITIVE EDGE BEST IDEAS
PORTFOLIO APRIL 1998
(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 3rd day of April, 1998.
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
September 30, 1993 as amended.
**EX-4.2 Reference Trust Agreement dated April
3, 1998.
**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.
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 Rule 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 and to exhibit 4.15 of Dean Witter
<PAGE>
Select Equity Trust, Select 10 Industrial Portfolio
Series 98-1, Registration no. 333-41785.
** 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.
<PAGE>
Exhibit 4.2
<PAGE>
DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY DEAN WITTER COMPETITIVE EDGE BEST IDEAS
PORTFOLIO APRIL 1998
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated April 3, 1998
between DEAN WITTER REYNOLDS INC., as Depositor, and The Bank
of New York, as Trustee, sets forth certain provisions in full
and incorporates other provisions by reference to the document
entitled "Dean Witter Select Equity Trust, Trust Indenture and
Agreement" (the "Basic Agreement") dated September 30, 1993, as
amended. 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 as follows:
A. The first sentence of Section 2.01 is amended to
add the following language at the end of such sentence:
"and/or cash (or a letter of credit in lieu of cash) with
instructions to the Trustee to purchase one or more of
such Securities which cash (or cash in an amount equal to
the face amount of the letter of credit), to the extent
not used by the Trustee to purchase such Securities within
the 90-day period following the first deposit of Securi-
ties in the Trust, shall be distributed to Unit Holders on
the Distribution Date next following such 90-day period or
such earlier date as the Depositor and the Trustee determine".
<PAGE>
-2-
B. The first sentence of Section 2.06 is amended to
add the following language after "Securities"))": "and/or
cash (or a letter of credit in lieu of cash) with instructions
to the Trustee to purchase one or more Additional Securities
which cash (or cash in an amount equal to the face amount of
the letter of credit), to the extent not used by the Trustee
to purchase such Additional Securities within the 90-day
period following the first deposit of Securities in the Trust,
shall be distributed to Unit Holders on the Distribution Date
next following such 90-day period or such earlier date as the
Depositor and the Trustee determine".
C. Article III, entitled "Administration of Trust",
Section 3.01 Initial Cost shall be amended as follows:
(i) the first part of the first sentence of
Section 3.01 Initial Cost shall be amended to substitute
the following language before the phrase "PROVIDED,
HOWEVER":
"With respect to the Trust, the cost
of the preparation, printing and execution
of the Certificates, 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, legal and auditing expenses and other out-
of-pocket organizational expenses, to the extent not
borne by the Sponsor, shall be paid by the Trust;"
D. The third paragraph of Section 3.05 is hereby
amended to add the following sentence after the first sentence
thereof: "Depositor may direct the Trustee to invest the
proceeds of any sale of Securities not required for the
redemption of Units in eligible money market instru ments
selected by the Depositor 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 ex-
<PAGE>
-3-
ceed 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."
E. The first sentence of each of Sections 3.10,
3.11 and 3.12 is amended to insert the following language
at the beginning of such sentence, "Except as otherwise
provided in Section 3.13,".
F. The following new Section 3.13 is added
Section 3.13. EXTRAORDINARY EVENT-SECURITY RETENTION AND
VOTING. In the event the Trustee is notified of any action to
be taken or proposed to betaken by holders of the securities
held by the Trust in connection with any proposed merger,
reorganization, spin-off, split-off or split-up by the issuer
of stock or securities held in the Trust, the Trustee
shall take such action or refrain from taking any action, as
appropriate, so as to insure that the securities are voted
as closely as possible in the same manner and in the same
general proportion as are the securities held by owners other
than the Trust. If stock or securities are received by the
Trustee, with or without cash, as a result of any merger,
reorganization, spin-off, split-off or split-up by the issuer
of stock or securities held in the Trust, the Trustee at the
direction of the Depositor may retain such stock or securities
in the Trust. Neither the Depositor nor the Trustee shall be
liable to any person for any action or failure to take action
with respect to this section.
G. Section 1.01 is amended to add the following
definition: (9) "Deferred Sales Charge" shall mean any
deferred sales charge payable in accordance with the
provisions of Section 3.14 hereof, as set forth in the
prospectus for a Trust. Definitions following this definition
(9) shall be renumbered.
H. Section 3.05 is hereby amended to add the following
paragraph after the end thereof: On each Deferred Sales
Charge payment date set forth in the prospectus for
<PAGE>
-4-
a Trust, the Trustee shall pay the account created pursuant
to Section 3.14 the amount of the Deferred Sales Charge
payable on each such date as stated in the prospectus for a
Trust. Such amount shall be withdrawn from the Principal
Account from the amounts therein designated for such purpose.
I. Section 3.06B(3) shall be amended by adding the
following: "and any Deferred Sales Charge paid".
J. Section 3.08 shall be amended by adding the
following at the end thereof: "In order to pay the Deferred
Sales Charge, the Trustee shall sell or liquidate an amount of
Securities at such time and from time to time and in such
manner as the Depositor shall direct such that the proceeds of
such sale or liquidation shall equal the amount required to be
paid to the Depositor pursuant to the Deferred Sales Charge
program as set forth in the prospectus for a Trust.
K. Section 3.14 shall be added as follows:
Section 3.14. Deferred Sales Charge. If the prospectus
for a Trust specifies a Deferred Sales Charge, the Trustee
shall, on the dates specified in and as permitted by the
prospectus, withdraw from the Income Account if such account
is designated in the prospectus as the source of the payments
of the Deferred Sales Charge, or to the extent funds are not
available in that account or if such account is not so
designated, from the Principal Account, an amount per Unit
specified in the prospectus and credit such amount to a
special, non-Trust account maintained at the Trustee out of
which the Deferred Sales Charge will be distributed to the
Depositor. If the Income Account is not designated as the
source of the Deferred Sales Charge payment or if the balances
in the Income and Principal Accounts are insufficient to make
any such withdrawal, the Trustee shall, as directed by the
Depositor, either advance funds, if so agreed to by the
Trustee, in an amount equal to the proposed withdrawal and be
entitled to reimbursement of such advance upon the deposit of
additional monies in the Income Account or the Principal
Account, sell Securities and credit the proceeds thereof to
such special Depositor's account or credit Securities in kind
to such special Depositor's Account. Such directions shall
identify the Securities, if any, to be
<PAGE>
-5-
sold or distributed in kind and shall contain, if the
Trustee is directed by the Depositor to sell a Security,
instructions as to execution of such sales. If a Unit Holder
redeems Units prior to full payment of the Deferred Sales
Charge, the Trustee shall, if so provided in the prospectus,
on the Redemption Date, withhold from the Redemption Price
payment to such Unit Holder an amount equal to the unpaid
portion of the Deferred Sales Charge and distribute such
amount to such special Depositor's account or, if the
Depositor shall purchase such Unit pursuant to the terms of
Section 5.02 hereof, the Depositor shall pay the Redemption
Price for such Unit less the unpaid portion of the Deferred
Sales Charge. The Depositor may at any time instruct the
Trustee to distribute to the Depositor cash or Securities
previously credited to the special Depositor's account.
L. The Distribution Agency Agreement is amended to
be applicable to the Dean Witter Select Equity Trust, Morgan
Stanley Dean Witter Competitive Edge Best Ideas Portfolio
series.
II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
A. The Trust is denominated Dean Witter Select Equity
Trust, Morgan Stanley Dean Witter Competitive Edge Best Ideas
Portfolio April 1998 (the "Best Ideas 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
Best Ideas Trust.
E. A Unit is hereby declared initially equal to
1/25,000th for the Best Ideas Trust.
<PAGE>
-6-
F. The term "In-Kind Distribution Date" shall mean
December 10, 1998.
G. The term "Record Dates" shall mean September 1,
1998, March 1, 1999, and December 31, 1999 and such other date
as the Depositor may direct. (Such dates are set forth for the
purposes of distribution to Unit Holders. Trust expenses shall
be paid quarterly.)
H. The term "Distribution Dates shall mean September
15, 1998, March 15, 1999, and on or about January 7, 2000 and such
other date as the Depositor may direct. (Such dates are set
forth for the purposes of distribution to Unit Holders. Trust
expenses shall be paid quarterly.)
I. The term "Termination Date" shall mean December 31,
1999.
J. The Depositor's Annual Portfolio Supervision Fee
shall be a maximum of $.25 per 100 Units.
K. The Trustee's Annual Fee as defined in Section
6.04 of the Indenture shall be $.80 per 100 Units.
L. For a Unit Holder to receive an "in-kind"
distribution during the life of the Trust, such Unit Holder must
tender at least 25,000 Units for redemption. There is no minimum
amount of Units that a Unit Holder must tender in order to receive
an "in-kind" distribution on the In-Kind Date or in connection with
a rollover.
M. The Indenture 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.
(Signatures and acknowledgments on separate pages)
<PAGE>
-7-
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)
April 3, 1998
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: Dean Witter Select Equity Trust,
Morgan Stanley Dean Witter Competitive Edge
Best Ideas Portfolio April 1998
-------------------------------
Gentlemen:
We have acted as special counsel for you as Depositor
of the Dean Witter Select Equity Trust, Morgan Stanley Dean
Witter Competitive Edge Best Ideas Portfolio April 1998 (the
"Trust"), in connection with the issuance under the Trust Indenture
and Agreement, dated September 30, 1993, as amended and the related
Reference Trust Agreement, dated April 3, 1998 (such Trust
Indenture and Agreement and Reference Trust Agreement collectively
referred to as the "Indenture"), between you, as Depositor, and The
Bank of New York, as Trustee, of units of fractional undivided
interest in said Trust (the "Units") comprising the Units of Dean
Witter Select Equity Trust, Morgan Stanley Dean Witter Competitive
Edge Best Ideas Portfolio April 1998. 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.
<PAGE>
-2-
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.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 333-47643) 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>
Exhibit 23.1
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated April 3,
1998, accompanying the financial statements of the Dean Witter
Select Equity Trust, Morgan Stanley Dean Witter Competitive
Edge Best Ideas Portfolio April 1998, 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
April 3, 1998
New York, New York
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR DEAN WITTER SELECT EQUITY TRUST MORGAN STANLEY DEAN
WITTER COMPETITIVE EDGE BEST IDEAS PORTFOLIO APRIL 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> APR-03-1998
<PERIOD-START> APR-03-1998
<PERIOD-END> APR-03-1998
<INVESTMENTS-AT-COST> 242,835
<INVESTMENTS-AT-VALUE> 242,835
<RECEIVABLES> 137,050
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 379,885
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 142,050
<TOTAL-LIABILITIES> 142,050
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 237,835
<SHARES-COMMON-STOCK> 25,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 237,835
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 25,000
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
