<PAGE>
DEFINED ASSET FUNDSSM
- --------------------------------------------
- ----------------------------------
EQUITY INVESTOR FUND
SELECT SERIES
AMEX INSTITUTIONAL PORTFOLIO
(A UNIT INVESTMENT TRUST)
O QUANTITATIVE MULTI-DISCIPLINED STRATEGY
O SELECTION FROM STOCKS MOST WIDELY HELD BY
INSTITUTIONAL INVESTORS
-------------------------------------------------
The Securities and Exchange Commission has not
SPONSORS: approved or disapproved these Securities or
Merrill Lynch, passed upon the adequacy of this prospectus. Any
Pierce, Fenner & Smith representation to the contrary is a criminal
Incorporated offense.
Dean Witter Reynolds Inc. Prospectus dated April 28, 1999.
<PAGE>
- --------------------------------------------------------------------------------
Defined Asset FundsSM
DEFINED ASSET FUNDSSM IS AMERICA'S OLDEST AND LARGEST FAMILY OF UNIT INVESTMENT
TRUSTS, WITH OVER $160 BILLION SPONSORED OVER THE LAST 28 YEARS. DEFINED ASSET
FUNDS HAS BEEN A LEADER IN UNIT INVESTMENT TRUST RESEARCH AND PRODUCT
INNOVATION. OUR FAMILY OF FUNDS HELPS INVESTORS WORK TOWARD THEIR FINANCIAL
GOALS WITH A FULL RANGE OF QUALITY INVESTMENTS, INCLUDING MUNICIPAL, CORPORATE
AND GOVERNMENT BOND PORTFOLIOS, AS WELL AS DOMESTIC AND INTERNATIONAL EQUITY
PORTFOLIOS.
DEFINED ASSET FUNDS OFFER A NUMBER OF ADVANTAGES:
O A DISCIPLINED STRATEGY OF BUYING AND HOLDING WITH A LONG-TERM VIEW IS THE
CORNERSTONE OF DEFINED ASSET FUNDS.
O FIXED PORTFOLIO: DEFINED FUNDS FOLLOW A BUY AND HOLD INVESTMENT STRATEGY;
FUNDS ARE NOT MANAGED AND PORTFOLIO CHANGES ARE LIMITED.
O DEFINED PORTFOLIOS: WE CHOOSE THE STOCKS AND BONDS IN ADVANCE, SO YOU KNOW
WHAT YOU'RE INVESTING IN.
O PROFESSIONAL RESEARCH: OUR DEDICATED RESEARCH TEAM SEEKS OUT STOCKS OR BONDS
APPROPRIATE FOR A PARTICULAR FUND'S OBJECTIVES.
O ONGOING SUPERVISION: WE MONITOR EACH PORTFOLIO ON AN ONGOING BASIS.
NO MATTER WHAT YOUR INVESTMENT GOALS, RISK TOLERANCE OR TIME HORIZON, THERE'S
PROBABLY A DEFINED ASSET FUND THAT SUITS YOUR INVESTMENT STYLE. YOUR FINANCIAL
PROFESSIONAL CAN HELP YOU SELECT A DEFINED ASSET FUND THAT WORKS BEST FOR YOUR
INVESTMENT PORTFOLIO.
CONTENTS
PAGE
-----------
RISK/RETURN SUMMARY..................................... 3
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT................ 7
INCOME............................................... 7
RECORDS AND REPORTS.................................. 7
THE RISKS YOU FACE...................................... 7
CONCENTRATION RISK................................... 7
LITIGATION AND LEGISLATION RISKS..................... 8
SELLING OR EXCHANGING UNITS............................. 8
SPONSORS' SECONDARY MARKET........................... 8
SELLING UNITS TO THE TRUSTEE......................... 8
ROLLOVER/EXCHANGE OPTION............................. 9
HOW THE FUND WORKS...................................... 10
PRICING.............................................. 10
EVALUATIONS.......................................... 10
INCOME............................................... 10
EXPENSES............................................. 11
PORTFOLIO TERMINATION................................ 11
NO CERTIFICATES...................................... 12
TRUST INDENTURE...................................... 12
LEGAL OPINION........................................ 13
AUDITORS............................................. 13
SPONSORS............................................. 13
TRUSTEE.............................................. 13
UNDERWRITERS' AND SPONSORS' PROFITS.................. 13
PUBLIC DISTRIBUTION.................................. 13
YEAR 2000 ISSUES..................................... 14
TAXES................................................... 14
SUPPLEMENTAL INFORMATION................................ 16
FINANCIAL STATEMENTS.................................... 17
REPORT OF INDEPENDENT ACCOUNTANTS.................... 17
STATEMENT OF CONDITION............................... 17
2
<PAGE>
- --------------------------------------------------------------------------------
RISK/RETURN SUMMARY
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
O The Portfolio seeks capital appreciation by investing for a
period of approximately one year in a fixed portfolio of
approximately 20 common stocks from the Amex Institutional
Index, excluding utilities, if any.
You can participate in the Portfolio by purchasing units.
Each unit represents an equal share of the stocks in the
Portfolio and receives an equal share of dividend income.
2. WHAT IS THE PORTFOLIO'S INVESTMENT STRATEGY?
O To select the 20 Portfolio stocks, we first began with the
Amex Institutional Index (excluding utilities, if any), a
capitalization-weighted index of the 75 stocks most widely
held in institutional portfolios.
o We then applied a quantitative, multi-disciplined
proprietary screening process that focuses on the following
technical and fundamental factors to produce the final list
of 20 stocks:
(1) price momentum;
(2) recovery;
(3) price to earnings ratios; and
(4) dividend yield.
o We plan to hold the stocks in the Portfolio for about one
year. At the end of the year, we will liquidate the
Portfolio and intend to apply the same Strategy to select a
new portfolio, if available.
o Each Select Series Amex Institutional Portfolio is designed
to be part of a longer term strategy. We believe that more
consistent results are likely if the Strategy is followed
for at least three to five years, but you are not required
to stay with the Strategy or to roll over your investment.
You can sell your units any time.
3. WHAT INDUSTRIES ARE REPRESENTED IN THE PORTFOLIO?
Based upon the principal business of each issuer and
current market values, the Portfolio represents the
following industries:
APPROXIMATE
PORTFOLIO
PERCENTAGE
Technology: 40%
Electronic Components-
Semiconductors (15%)
Computers (10%)
Internet Software (5%)
Networking Products (5%)
Software (5%)
Medical-Drugs/Healthcare 20
Telecommunications 15
Auto Manufacturing 5
Brewery 5
Food-Retail 5
Restaurants 5
Retail-Major Department Stores 5
3
<PAGE>
RISK/RETURN SUMMARY (Continued)
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE PORTFOLIO. THIS CAN
HAPPEN FOR VARIOUS REASONS, INCLUDING:
o Each screen of the quantitative, multi-disciplined stock
selection process involves an element of momentum. Momentum
strategies have historically underperformed in down
markets.
o Stock prices can be volatile.
o The Portfolio has invested in a limited subset of index
stocks, and therefore Portfolio performance may not keep
pace with index performance to the extent the index is
driven by stocks not held in the Portfolio.
o The proprietary screening process was performed on April
23, 1999 and the Portfolio is generally fixed. The Amex
Institutional Index is rebalanced quarterly, and may
otherwise change, and therefore the stocks in the Portfolio
will not always reflect the current Amex Institutional
Index. A subsequent application of the screens might yield
different stocks.
o Unlike the index, the stocks in the Portfolio are equally
weighted, and therefore a particular stock or group of
stocks may have a different impact on Portfolio returns
than it would have on index returns.
o Dividend rates on the stocks or share prices may decline
during the life of the Portfolio.
o Because the Portfolio is concentrated in stocks of the
technology industry, adverse developments in this industry
may affect the value of your units.
o The Portfolio may continue to purchase or hold the stocks
originally selected even though their market value or yield
may have changed, they may no longer be included in the
Amex Institutional Index
or they may be subject to sell
recommendations from one or more of the Sponsors.
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want capital appreciation. You will benefit
from a professionally selected and supervised portfolio
whose risk is reduced by investing in equity securities of
different issuers in a variety of industries.
The Portfolio is not appropriate for you if you are not
comfortable with the Strategy or are unwilling to take the
risk involved with an equity investment. It may not be
appropriate for you if you are seeking preservation of
capital or high current income.
6. WHAT ARE THE PORTFOLIO'S FEES AND EXPENSES?
This table shows the costs and expenses you may pay,
directly or indirectly, when you invest in the Portfolio.
ESTIMATED ANNUAL OPERATING EXPENSES
AS A % OF AMOUNT
NET PER 1,000
ASSETS UNITS
---------- -----------
.091% $ 0.90
Trustee's Fee
.045% $ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
.067% $ 0.66
Other Operating Expenses
---------- -----------
.203% $ 2.01
TOTAL
ORGANIZATION COSTS per 1,000 units $ 4.21
(deducted from Portfolio assets at
the close of the initial offering
period)
INVESTOR FEES
2.75%
Maximum Sales Fee (Load) on new purchases
(as a percentage of $1,000 invested)
You will pay an up-front sales fee of approximately 1.00%,
as well as a total deferred sales fee of $17.50 ($1.75 per
1,000 units deducted monthly from the Portfolio's net
asset value August 1 and 15, September 1, 1999 and monthly
thereafter until April 1, 2000).
The maximum sales fees are as follows:
YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
----------------------------------- -----------------
Less than $50,000 2.75%
$ 50,000 to $99,999 2.50%
$100,000 to $249,999 2.00%
$250,000 to $999,999 1.75%
$1,000,000 or more 1.00%
EXAMPLE
This example may help you compare the cost of investing in
the Portfolio to the cost of investing in other funds.
The example assumes that you invest $10,000 in the
Portfolio for the periods indicated and sell all your units
at the end of those periods. The example also assumes a 5%
return on your investment each year and that the
Portfolio's operating expenses stay the same. Although your
actual costs may be higher or lower, based on these
assumptions your costs would be:
1 Year 3 Years 5 Years 10 Years
$340 $840 $1,366 $2,805
4
<PAGE>
7. HOW WOULD THE STRATEGY HAVE PERFORMED HISTORICALLY?
The following table compares hypothetical performance of the Strategy Stocks
(but not of any actual Portfolio) with actual performance of the Amex
Institutional Index.(1) The historic performance of this strategy is an
important consideration in choosing to invest in this Portfolio. However, these
results should not be the sole criteria for selecting this Portfolio. Each step
of the stock selection process involves an element of momentum. Momentum
strategies have historically underperformed in down markets; however, the market
has not experienced a down period during the fifteen years shown below. In
addition, the Portfolio is invested in a limited number of Index Stocks, and
therefore its performance may not keep pace with Index performance to the extent
the Index is driven by stocks not held in the Portfolio. This hypothetical
performance is no assurance of future results of either the Strategy or any
Portfolio.
COMPARISON OF HYPOTHETICAL STRATEGY TOTAL RETURNS WITH
ACTUAL AMEX INSTITUTIONAL INDEX TOTAL RETURNS(2)
(STRATEGY FIGURES REFLECT DEDUCTION OF SALES FEES AND EXPENSES)
AMEX
INSTITUTIONAL
YEAR STRATEGY(3) INDEX(1)
- ---------------------------------- ------------ ----------
1984 0.0% 4.9%
1985 38.1 31.1
1986 20.7 19.7
1987 11.4 6.6
1988 1.4 13.8
1989 29.3 33.2
1990 0.0 0.5
1991 33.5 28.4
1992 4.9 4.1
1993 24.5 7.5
1994 -2.1 2.6
1995 39.9 39.7
1996 37.2 26.2
1997 37.5 34.0
1998 40.5 38.7
1999
(through 3/31/99) 9.2 6.5
15 1/4 YEAR
AVERAGE ANNUALIZED RETURN 20.3 18.8
AVERAGE ANNUALIZED RETURNS AS OF 12/31/98
3 YEAR 38.1 32.9
5 YEAR 29.2 27.5
10 YEAR 23.3 20.5
15 YEAR 20.0 18.6
- ------------------------------------
(1) The Amex Institutional Index is a capitalization weighted index of the 75
stocks most widely held as equity investments among institutional
portfolios.
(2) To compute Total Returns, we add changes in market value and dividends that
would have been received during the year, and divide the sum by the opening
market value for the year. Return from a Portfolio will differ from
constructed Strategy returns for several reasons including the following:
o each Portfolio bears brokerage commissions in buying and selling stocks;
Strategy returns do not reflect any commissions;
o Strategy returns are for calendar years, while Portfolios begin and end
on various dates;
o units are bought and sold based on the closing stock prices on the
exchange, while Portfolios may buy and sell stocks at prices during the
trading day;
o Portfolios may not be fully invested at all times; and
o stocks in a Portfolio may not be weighted equally at all times.
(3) When we ranked the common stocks by dividend yields (as described on page
3), we based the yields on the latest dividend and the stock price at the
market opening on the first trading day of the year.
5
<PAGE>
8. IS THE PORTFOLIO MANAGED?
Unlike a mutual fund, the Portfolio is not managed and
stocks are not sold because of market changes. The Sponsors
monitor the portfolio and may instruct the Trustee to sell
securities under certain limited circumstances. However,
given the investment philosophy of the Portfolio, the
Sponsors are not likely to do so.
9. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from any of the Sponsors and other
broker-dealers. The Sponsors are listed later in this
prospectus. Some banks may offer units for sale through
special arrangements with the Sponsors, although certain
legal restrictions may apply. Employees of certain Sponsors
and Sponsor affiliates and non-employee directors of
certain of the Sponsors may purchase units at a reduced
sales fee.
UNIT PRICE PER 1,000 UNITS $999.88
(as of April 27, 1999)
Unit price is based on the net asset value of the Portfolio
plus the up-front sales fee. Unit price also includes the
estimated organization costs shown on page 4, to which no
sales fee has been applied.
The Portfolio stocks are valued by the Trustee on the basis
of their closing prices at 4:00 p.m. Eastern time every
business day. Unit price changes every day with changes in
the prices of the stocks.
10. HOW DO I SELL UNITS?
You may sell your units at any time to any Sponsor or the
Trustee for the net asset value determined at the close of
business on the date of sale, less any remaining deferred
sales fee and the costs of liquidating securities to meet
the redemption.
11. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays distributions of any dividend income, net of
expenses, on the 25th of October, 1999 and March, 2000 if
you own units on the 10th of that month. For tax purposes,
you will be considered to have received all the dividends
paid on your pro rata portion of each security in the
Portfolio when those dividends are received by the
Portfolio regardless of whether you reinvest your dividends
in the Portfolio. A portion of the dividend payments may be
used to pay expenses of the Portfolio.
12. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You may choose to reinvest your distributions into
additional units of the Portfolio. You will pay only the
deferred sales fee remaining at the time of reinvestment.
Unless you choose reinvestment, you will receive your
income distributions in cash.
EXCHANGE PRIVILEGES
You may exchange units of this Portfolio for units of
certain other Defined Asset Funds. You may also exchange
into this Portfolio from certain other funds. We charge a
reduced sales fee on exchanges.
6
<PAGE>
- --------------------------------------------------------------------------------
Defined Portfolio
- --------------------------------------------------------------------------------
Equity Investor Fund
Select Series Amex Institutional Portfolio
Defined Asset Funds
<TABLE>
<CAPTION>
PRICE
TICKER PERCENTAGE PER SHARE COST
NAME OF ISSUER SYMBOL OF PORTFOLIO (1) TO PORTFOLIO TO PORTFOLIO (2)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Abbott Laboratories ABT 5.04% $ 51.8750 $ 17,637.50
2. America Online, Inc. AOL 4.86 154.5625 17,001.87
3. American Home Products
Corporation AHP 4.93 63.8750 17,246.25
4. Ameritech Corporation+ AIT 5.02 67.4375 17,533.75
5. Anheuser-Busch Companies, Inc. BUD 5.15 75.0000 18,000.00
6. Cisco Systems, Inc. CSCO 4.94 115.0625 17,259.37
7. Dayton Hudson Corporation DH 5.00 69.8750 17,468.75
8. Ford Motor Company F 5.13 64.0625 17,937.50
9. Intel Corporation INTC 4.99 62.2500 17,430.00
10. International Business Machines
Corporation IBM 4.83 211.0000 16,880.00
11. Johnson & Johnson JNJ 4.96 102.0000 17,340.00
12. McDonald's Corporation MCD 5.07 43.2500 17,732.50
13. Motorola, Inc. MOT 4.98 79.0625 17,393.75
14. Oracle Corporation ORCL 5.06 28.0625 17,679.38
15. Pharmacia & Upjohn, Inc. PNU 5.02 60.5000 17,545.00
16. Safeway, Inc. SWY 5.09 53.9375 17,799.38
17. SBC Communications, Inc.+ SBC 5.04 55.0625 17,620.00
18. Sprint Corporation FON 4.88 106.5625 17,050.00
19. Sun Microsystems, Inc. SUNW 5.10 63.6250 17,815.00
20. Texas Instruments, Inc. TXN 4.91 114.4375 17,165.63
----------------- -----------------
100.00% $ 349,535.63
----------------- -----------------
----------------- -----------------
</TABLE>
- ------------------------------------
(1) Based on Cost to Portfolio.
(2) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on April 27, 1999, the business day prior to the initial
date of deposit. The value of the Securities on any subsequent business day
will vary.
+ SBC Communications, Inc. is planning to acquire Ameritech Corporation.
------------------------------------
The securities were acquired on April 27, 1999 and are represented entirely by
contracts to purchase the securities. Any of the Sponsors may have acted as
underwriters, managers or co-managers of a public offering of the securities in
this Portfolio during the last three years. Affiliates of the Sponsors may serve
as specialists in the securities in this Portfolio on one or more stock
exchanges and may have a long or short position in any of these securities or
options on any of them, 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 any of the Sponsors may be an officer or
director of one or more of the issuers of the securities in the Portfolio. A
Sponsor may trade for its own account as an odd-lot dealer, market maker, block
positioner and/or arbitrageur in any of the securities or in options on them.
Any Sponsor, its affiliates, directors, elected officers and employee benefits
programs may have either a long or short position in any securities or in
options on them.
------------------------------------
PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY
PROSPECTUS
FOR A FUTURE FUND IN THIS SERIES, THE PORTFOLIO WILL CONTAIN
DIFFERENT
STOCKS FROM THOSE DESCRIBED ABOVE.
7
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any income it has received two times during its
life. Because the Portfolio generally pays dividends as they are received,
individual income payments will fluctuate based upon the amount of dividends
declared and paid by each issuer. Other reasons your income may vary are:
o changes in the Portfolio because of additional securities purchases or
sales;
o a change in the Portfolio's expenses; and
o the amount of dividends declared and paid.
There can be no assurance that any dividends will be declared or paid.
RECORDS AND REPORTS
You will receive:
o a notice from the Trustee if new equity securities are deposited in exchange
or substitution for equity securities originally deposited;
o a final report on Portfolio activity; and
o annual tax information. This will also be sent to the IRS. You must report the
amount of income received during the year. Please contact your tax advisor in
this regard.
You may request audited financial statements of the Portfolio from the Trustee.
You may inspect records of Portfolio transactions at the Trustee's office during
regular business hours.
THE RISKS YOU FACE
CONCENTRATION RISK
When stocks in a particular industry make up 25% or more of the Portfolio, it is
said to be 'concentrated' in that industry, which makes the Portfolio less
diversified.
Here is what you should know about the Portfolio's concentration in stocks of
the technology industry.
Technology stocks tend to be relatively volatile as compared to other types of
investments. These kinds of companies
o are rapidly developing and highly competitive, both domestically and
internationally; and
o are affected by
--worldwide scientific and technological developments (and resulting
product obsolescence);
--government regulation;
--increase in material or labor costs;
--changes in distribution channels; and
--the need to manage inventory levels in line with product demand.
Other risk factors include:
o short product life cycles;
o aggressive pricing and reduced profit margins;
o dramatic and often unpredictable changes in growth rates;
o frequent new product introduction and the need to enhance existing
products; and
o intense competition from large established companies and potential
7
<PAGE>
competition from small start up companies.
Technology companies are also dependent to a substantial degree upon skilled
professional and technical personnel and there is considerable competition for
the services of qualified personnel in the industry.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Portfolio.
Future tax legislation could affect the value of the Portfolio by:
o reducing the dividends-received deduction or
o increasing the corporate tax rate resulting in less money available for
dividend payments.
SELLING OR EXCHANGING UNITS
You can sell your units at any time for a price based on their net asset value.
Your net asset value is calculated each business day by:
o adding the value of the Portfolio Securities, cash and any other Portfolio
assets;
o subtracting accrued but unpaid Portfolio expenses, unreimbursed Trustee
advances, cash held to buy back units or for distribution to investors,
and any other Portfolio liabilities; and
o dividing the result by the number of outstanding units.
Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the Portfolio.
As of the close of the initial offering period, the price you receive will be
reduced to pay the Portfolio's estimated organization costs.
If you sell your units before the final deferred sales fee installment, the
amount of any remaining payments will be deducted from your proceeds.
SPONSORS' SECONDARY MARKET
While we are not obligated to do so, we will buy back units at net asset value
less any remaining deferred sales fee and the cost of liquidating Securities to
meet the redemption. We may resell the units to other buyers or to the Trustee.
We have maintained a secondary market continuously for more than 28 years, but
we could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by contacting your broker, dealer or financial
institution that holds your units in street name. Sometimes, additional
documents are needed such as a trust document, certificate of corporate
authority, certificate of death or appointment as executor, administrator or
guardian.
Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no
8
<PAGE>
secondary market, the Trustee may sell your units in the over-the-counter market
if it believes it can obtain a higher price. In that case, you will receive the
net proceeds of the sale.
If the Portfolio does not have cash available to pay you for the units you are
selling, the agent for the Sponsors will select securities to be sold. These
sales could be made at times when the securities would not otherwise be sold and
may result in your receiving less than you paid for your unit and also reduce
the size and diversity of the Portfolio.
If you sell units with a value of at least $250,000, you may choose to receive
your distribution 'in kind.' If you so choose, you will receive securities and
cash with a total value equal to the price of your units. The Trustee will try
to distribute securities in the portfolio pro rata, but it reserves the right to
distribute only one or a few securities. The Trustee will act as your agent in
an in-kind distribution and will either hold the securities for your account or
transfer them as you instruct. You must pay any transaction costs as well as
transfer and ongoing custodial fees on sales of securities distributed in kind.
There could be a delay in paying you for your units:
o if the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
o if the SEC determines that trading on the New York Stock Exchange is
restricted or that an emergency exists making sale or evaluation of the
securities not reasonably practicable; and
o for any other period permitted by SEC order.
ROLLOVER/EXCHANGE OPTION
When this Portfolio is about to terminate, you may have the option to roll your
proceeds into the next Amex Institutional Portfolio if one is available.
If you hold your Units with one of the Sponsors and notify your financial
adviser by May 9, 2000, your units will be redeemed and certain distributed
securities plus the proceeds from the sale of the remaining distributed
securities will be reinvested in units of a new Amex Institutional Portfolio. If
you decide not to roll over your proceeds, you will receive a cash distribution
(or, if you so choose, an in-kind distribution) after the Portfolio terminates.
The Portfolio will terminate by June 6, 2000. You may, by written notice to the
Trustee at least ten business days prior to termination, elect to receive an
in-kind distribution of your pro rata share of the Securities remaining in the
Portfolio at that time (net of your share of expenses). Of course you can sell
your Units at any time prior to termination.
You may exchange units of this Portfolio for units of another Select or Focus
Series or certain other Defined Asset Funds any time before this Portfolio
terminates. If you continue to hold your Units, you may exchange units of this
Portfolio for units of certain other Defined Asset Funds at a reduced sales fee
if your investment goals change. To exchange units, you should talk to your
financial professional about what Portfolios are exchangeable, suitable and
currently available.
We may amend or terminate the options to exchange your units or roll your
proceeds at any time without notice.
9
<PAGE>
HOW THE FUND WORKS
PRICING
Units are charged a combination of initial and deferred sales fees.
In addition, during the initial offering period, a portion of the price of a
unit also consists of securities to pay all or some of the costs of organizing
the Portfolio including:
o cost of initial preparation of legal documents;
o federal and state registration fees;
o initial fees and expenses of the Trustee;
o initial audit; and
o legal expenses and other out-of-pocket expenses.
The estimated organization costs will be deducted from the assets of the
Portfolio as of the close of the initial offering period.
The deferred sales fee is generally a monthly charge of $1.75 per 1,000 units
and is accrued in ten installments. Units redeemed or repurchased prior to the
accrual of the final deferred sales fee installment will have the amount of any
remaining installments deducted from the redemption or repurchase proceeds or
deducted in calculating an in-kind distribution, however, this deduction will be
waived in the event of the death or disability (as defined in the Internal
Revenue Code of 1986) of an investor. The initial sales fee is equal to the
aggregate sales fee less the aggregate amount of any remaining installments of
the deferred sales fee.
It is anticipated that securities will not be sold to pay the deferred sales fee
until after the date of the last installment. Investors will be at risk for
market price fluctuations in the securities from the several installment accrual
dates to the dates of actual sale of securities to satisfy this liability.
EVALUATIONS
The Trustee values the securities on each business day (i.e., any day other than
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
If the securities are listed on a national securities exchange or the Nasdaq
National Market, evaluations are generally based on closing sales prices on that
exchange or that system or, if closing sales prices are not available, at the
mean between the closing bid and offer prices.
INCOME
o The annual income per unit, after deducting estimated annual Portfolio
expenses per unit, will depend primarily upon the amount of dividends declared
and paid by the issuers of the securities and changes in the expenses of the
Portfolio and, to a lesser degree, upon the level of purchases of additional
securities and sales of securities. There is no assurance that dividends on
the securities will continue at their current levels or be declared at all.
o Each unit receives an equal share of distributions of dividend income net of
estimated expenses. Because dividends on the securities are not received at a
constant rate throughout the year, any distribution may be more or less than
the amount then credited to the income account. The Trustee
10
<PAGE>
credits dividends received to an Income Account and other receipts to a
Capital Account. The Trustee may establish a reserve account by withdrawing
from these accounts amounts it considers appropriate to pay any material
liability. These accounts do not bear interest.
EXPENSES
The Trustee is paid a fee monthly. It also benefits when it holds cash for the
Portfolio in non-interest bearing accounts. The Trustee may also receive
additional amounts:
o expenses for keeping the Portfolio's registration statement current;
o Portfolio termination expenses and any governmental charges.
o for extraordinary services and costs of indemnifying the Trustee and the
Sponsors; and
o costs of actions taken to protect the Portfolio and other legal fees and
expenses;
The Sponsors are currently reimbursed up to 45 cents per 1,000 units annually
for providing portfolio supervisory, bookkeeping and administrative services and
for any other expenses properly chargeable to the Portfolio. While this fee may
exceed the amount of these costs and expenses attributable to this Portfolio,
the total of these fees for all Series of Defined Asset Funds will not exceed
the aggregate amount attributable to all of these Series for any calendar year.
Certain of these expenses were previously paid for by the Sponsors.
Amex receives a minimal annual fee from the Portfolio to cover its license to
the agent for the Sponsors of the use of the trademarks and trade names 'Amex'
and other trademarks and trade names, and the Amex Institutional Index.
The Trustee's and Sponsors'fees may be adjusted for inflation without investors'
approval.
The deferred sales fees you owe are paid from the Capital Account. Although we
may collect the deferred sales charge monthly, to keep Units more fully invested
we do not currently plan to pay the deferred sales charge until after the
rollover notification date.
The Sponsors will pay advertising and selling expenses at no charge to the
Portfolio. If Portfolio expenses exceed initial estimates, the Portfolio will
owe the excess. The Trustee has a lien on Portfolio assets to secure
reimbursement of Portfolio expenses and may sell securities if cash is not
available.
PORTFOLIO CHANGES
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which will affect the size
and composition of the portfolio.
We decide whether to offer units for sale that we acquire in the secondary
market after reviewing:
o diversity of the Portfolio;
o size of the Portfolio relative to its original size;
o ratio of Portfolio expenses to income; and
o cost of maintaining a current prospectus.
PORTFOLIO TERMINATION
When the Portfolio is about to terminate you will receive a notice, and you will
be unable to sell your units after that time. Unless you choose to receive an
in-kind distribution of
11
<PAGE>
securities, we will sell any remaining securities, and you will receive your
final distribution in cash.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling securities. This may reduce the amount you receive as
your final distribution.
NO CERTIFICATES
All investors are required to hold their Units in uncertificated form and in
'street name' by their broker, dealer or financial institution at the Depository
Trust Company.
TRUST INDENTURE
The Portfolio is a 'unit investment trust' governed by a Trust Indenture, a
contract among the Sponsors and the Trustee, which sets forth their duties and
obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.
The Sponsors and the Trustee may amend the Indenture without your consent:
o to cure ambiguities;
o to correct or supplement any defective or inconsistent provision;
o to make any amendment required by any governmental agency; or
o to make other changes determined not to be materially adverse to your best
interest (as determined by the Sponsors).
Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Portfolio without your written consent.
The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
o it fails to perform its duties;
o it becomes incapable of acting or bankrupt or its affairs are taken over by
public authorities; or
o the Sponsors determine that its replacement is in your best interest.
Investors holding 51% of the units may remove the Trustee. The Trustee may
resign or be removed by the Sponsors without the consent of investors. The
resignation or removal of the Trustee becomes effective when a successor accepts
appointment. The Sponsors will try to appoint a successor promptly; however, if
no successor has accepted within 30 days after notice of resignation, the
resigning Trustee may petition a court to appoint a successor.
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
o remove it and appoint a replacement Sponsor;
o liquidate the Portfolio; or
o continue to act as Trustee without a Sponsor.
Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.
12
<PAGE>
The Trust Indenture contains customary provisions limiting the liability of the
Trustee and the Sponsors.
LEGAL OPINION
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsors, has given an opinion that the units are
validly issued.
AUDITORS
Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statement of Condition included in this
prospectus.
SPONSORS
The Sponsors are:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
TRUSTEE
The Bank of New York, Unit Investment Trust Department, New York, New York
10268-0974, is the Trustee. It is supervised by the Federal Deposit Insurance
Corporation, the Board of Governors of the Federal Reserve System and New York
State banking authorities.
UNDERWRITERS' AND SPONSORS' PROFITS
Underwriters receive sales charges when they sell units. Sponsors also realize a
profit or loss on deposit of the securities shown under Defined Portfolio. Any
cash made available by you to the Sponsors before the settlement date for those
units may be used in the Sponsors' businesses to the extent permitted by federal
law and may benefit the Sponsors.
A Sponsor or Underwriter may realize profits or sustain losses on stocks in the
Portfolio which were acquired from underwriting syndicates of which it was a
member.
During the initial offering period, the Sponsors also may realize profits or
sustain losses on units they hold due to fluctuations in the price per unit. The
Sponsors experienced a loss of $159.02 on the initial deposit of the securities.
Any profit or loss to the Portfolio will be effected by the receipt of
applicable sales charges and a gain or loss on subsequent deposits of
securities. In maintaining a secondary market, the Sponsors will also realize
profits or sustain losses in the amount of any difference between the prices at
which they buy units and the prices at which they resell or redeem them.
13
<PAGE>
PUBLIC DISTRIBUTION
During the initial offering period, units will be distributed to the public by
the Sponsors and dealers who are members of the National Association of
Securities Dealers, Inc.
Dealers will be entitled to the concession stated below on Units sold or
redeemed during the first year.
DEALER CONCESSION AS
A % OF PUBLIC
AMOUNT PURCHASED OFFERING PRICE
---------------------------- ---------------------
Less than $50,000 2.00%
$50,000 to $99,999 1.80%
$100,000 to $249,999 1.45%
$250,000 to $999,999 1.25%
$1,000,000 and over 0.50%
The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to sell units in any country where
units cannot lawfully be sold.
CODE OF ETHICS
Merrill Lynch, as agent for the Sponsors, has adopted a code of ethics requiring
reporting of personal securities transactions by its employees with access to
information on portfolio transactions. The goal of the code is to prevent fraud,
deception or misconduct against the Portfolio and to provide reasonable
standards of conduct.
YEAR 2000 ISSUES
Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the 'Year
2000 Problem'). We do not expect that the computer system changes necessary to
prepare for the Year 2000 will cause any major operational difficulties for the
Portfolio. The Year 2000 Problem may adversely affect the issuers of the
securities contained in the Portfolio, but we cannot predict whether any impact
will be material to the Portfolio as a whole.
ADVERTISING AND SALES MATERIAL
Advertising and sales literature may contain cumulative past performance of the
hypothetical Strategy, either in dollars or average annualized returns (changes
in market prices with dividends reinvested at year ends) for various periods,
compared to the Standard & Poor's 500 Index, the S&P Industrial Index, the Dow
Jones Industrial Average and the Amex Institutional Index. Strategy figures
reflect deduction of Portfolio sales charges and estimated expenses. Sales
material may also illustrate hypothetical Strategy results of regular
accumulations and withdrawals of specified sums and discuss possible tax
savings.
While indexing attempts to mirror market trends, the Portfolio's screening
process selects stocks from a major index for a combination of value, capital
appreciation potential and current dividend income. Because of this disciplined
screening process, investors are relieved of making individual buy and sell
decisions.
TAXES
The following summary describes some of the important income tax consequences of
holding units. It assumes that you are not a dealer, financial institution,
insurance company or other investor with special circumstances. You should
consult your own
14
<PAGE>
tax adviser about your particular circumstances.
In the opinion of our counsel, under existing law:
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Portfolio will not be taxed as a corporation for federal income tax
purposes, and you will be considered to own directly your share of each Security
in the Portfolio.
GAIN OR LOSS UPON DISPOSITION
You will generally recognize gain or loss when you dispose of your units for
cash (by sale or redemption) or when the Trustee disposes of the Securities in
the Portfolio. You generally will not recognize gain or loss on Securities
distributed to you 'in-kind,' either in redemption of your units or upon
termination of the Portfolio. Your basis for Securities distributed to you will
be the same as the portion of your basis in your units which is attributable to
the distributed Securities, and your holding period for the distributed
Securities will include your holding period in your units.
If you elect to roll over your investment in the portfolio, you will not
recognize gain or loss on your units except to the extent that your share of the
Securities in the Portfolio is sold and the proceeds are paid to you. Your basis
in the Securities that are rolled over into a new portfolio will be the same as
the portion of your basis in your units which was attributable to the rolled
over Securities.
If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain or loss from the Portfolio will be long-term if you are considered
to have held your investment which produces the gain or loss for more than one
year and short-term if you held it for one year or less. Because the
deductibility of capital losses is subject to limitations, you may not be able
to deduct all of your capital losses. You should consult your tax adviser in
this regard.
YOUR TAX BASIS IN THE SECURITIES
Your aggregate tax basis in your units will be equal to the cost of the units,
including the sales fee. You should not increase your basis in your units by
deferred sales charges or organizational expenses. The tax reporting form and
annual statements you receive will be based on the net amounts paid to you, from
which these expenses will already be deducted.
EXPENSES
If you are an individual who itemizes deductions, you may deduct your share of
Portfolio expenses, but only to the extent that your share of the expenses,
together with your other miscellaneous deductions, exceeds 2% of your adjusted
gross income. Your ability to deduct Portfolio expenses will be limited further
if your adjusted gross income exceeds a specified amount (currently $126,600 or
$63,300 for a married person filing separately).
STATE AND LOCAL TAXES
Under the income tax laws of the State and City of New York, the Portfolio will
not be taxed as a corporation, and the income of the Portfolio will be treated
as the income of the
15
<PAGE>
investors in the same manner as for federal income tax purposes.
FOREIGN INVESTORS
If you are a foreign investor and you are not engaged in a U.S. trade or
business, you generally will be subject to 30% withholding tax (or a lower
applicable treaty rate) on distributions. You should consult your tax adviser
about the possible application of federal, state and local, and foreign taxes.
RETIREMENT PLANS
You may wish to purchase units for an Individual Retirement Account ('IRAs') or
other retirement plan. Generally, capital gains and income received in each of
these plans are exempt from federal taxation. All distributions from these types
of plans are generally treated as ordinary income but may, in some cases, be
eligible for tax-deferred rollover treatment. You should consult your attorney
or tax adviser about the specific tax rules relating to these plans. These plans
are offered by brokerage firms, including the Sponsors of this Portfolio, and
other financial institutions. Fees and charges with respect to such plans may
vary.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Portfolio by
calling the Trustee. The supplemental information includes more detailed risk
disclosure and general information about the structure and operation of the
Portfolio. The supplemental information is also available from the SEC.
16
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Equity Investor Fund, Select Series Amex
Institutional Portfolio, Defined Asset Funds (the 'Portfolio'):
We have audited the accompanying statement of condition and the related defined
portfolio included in the prospectus of the Portfolio as of April 28, 1999. This
financial statement is the responsibility of the Trustee. Our responsibility is
to express an opinion on this financial statement 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of an irrevocable letter of credit deposited for the purchase of
securities, as described in the statement of condition, with 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 financial statement referred to above presents fairly, in
all material respects, the financial position of the Portfolio as of April 28,
1999 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
April 28, 1999
STATEMENT OF CONDITION AS OF APRIL 28, 1999
TRUST PROPERTY
Investments--Contracts to purchase Securities(1).........$ 349,535.63
--------------------
Total.........................................$ 349,535.63
--------------------
--------------------
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsors for organization
expenses(2).......................................$ 1,486.41
--------------------
Subtotal 1,486.41
--------------------
Interest of Holders of 353,066 Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)...................................$ 353,023.63
Gross underwriting commissions and organization
expenses(5)(2)....................................... (4,974.41)
--------------------
Subtotal 348,049.22
--------------------
Total.........................................$ 349,535.63
--------------------
--------------------
- ---------------
(1) Aggregate cost to the Portfolio of the securities listed under
Defined Portfolio determined by the Trustee at 4:00 p.m., Eastern time on April
27, 1999. The contracts to purchase securities are collateralized by an
irrevocable letter of credit which has been issued by DBS Bank, New York Branch,
in the amount of $349,694.65 and deposited with the Trustee. The amount of the
letter of credit includes $349,535.63 for the purchase of securities.
(2) A portion of the Public Offering Price consists of securities in
an amount sufficient to pay all or a portion of the costs incurred in
establishing the Portfolio. These costs have been estimated at $4.21 per 1,000
Units. A distribution will be made as of the close of the initial offering
period to an account maintained by the Trustee from which the organization
expenses obligation of the investors will be satisfied.
(3) Because the value of securities at the evaluation time on the
Initial Date of Deposit may differ from the amounts shown in this statement of
condition, the number of Units offered on the Initial Date of Deposit will be
adjusted to maintain the $999.88 per 1,000 Units offering price only for that
day. The Public Offering Price on any subsequent business day will vary.
(4) Aggregate public offering price computed on the basis of the value
of the underlying securities at 4:00 p.m., Eastern time on April 27, 1999.
(5) Assumes the maximum initial sales charge per 1,000 units of 1.00%
of the Public Offering Price. A deferred sales charge of $1.75 per 1,000 Units
is payable on August 1 and 15, September 1, 1999 and thereafter on the 1st day
of each month through April 1, 2000. Distributions will be made to an account
maintained by the Trustee from which the deferred sales charge obligation of the
investors to the Sponsors will be satisfied. If units are redeemed prior to
April 1, 2000, the remaining portion of the distribution applicable to such
units will be transferred to such account on the redemption date.
17
<PAGE>
Defined
Asset FundsSM
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most SELECT SERIES
recent free Information AMEX INSTITUTIONAL PORTFOLIO
Supplement that gives more (A Unit Investment Trust)
details about the Fund, ---------------------------------------
by calling: This Prospectus does not contain
The Bank of New York complete information about the
1-800-221-7771 investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
o Securities Act of 1933 (file no.
333-50911) and
o Investment Company Act of 1940 (file
no. 811-3044).
TO OBTAIN COPIES AT PRESCRIBED RATES--
WRITE: Public Reference Section of the
Commission
450 Fifth Street, N.W., Washington,
D.C. 20549-6009
CALL: 1-800-SEC-0330.
VISIT: http://www.sec.gov.
---------------------------------------
No person is authorized to give any
information or representations about
this Fund not contained in this
Prospectus or the Information
Supplement, and you should not rely on
any other information.
---------------------------------------
When units of this Fund are no longer
available, this Prospectus may be used
as a preliminary prospectus for a
future series, but some of the
information in this Prospectus will be
changed for that series.
Units of any future series may not be
sold nor may offers to buy be accepted
until that series has become effective
with the Securities and Exchange
Commission. No units can be sold in any
State where a sale would be illegal.
100159RR--4/99
18
