As filed with the Securities and Exchange Commission on November 9, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-6
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FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
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A. Exact Name of Trust:
MUNICIPAL INVESTMENT TRUST FUND
MULTISTATE SERIES--405
DEFINED ASSET FUNDS
B. Names of Depositors:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SALOMON SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.
C. Complete address of Depositors' principal executive offices:
MERRILL LYNCH, PIERCE, FENNER & SMITH SALOMON SMITH BARNEY INC.
INCORPORATED 388 GREENWICH STREET
DEFINED ASSET FUNDS 23RD FLOOR
P.O. BOX 9051 NEW YORK, N.Y. 10013
PRINCETON, N.J. 08543-9051
DEAN WITTER REYNOLDS INC. PAINEWEBBER INCORPORATED
TWO WORLD TRADE CENTER 1285 AVENUE OF THE AMERICAS
59TH FLOOR NEW YORK, N.Y. 10019
NEW YORK, N.Y. 10048
D. Names and complete addresses of Agents for service:
TERESA KONCICK, ESQ. DOUGLAS LOWE, ESQ.
P.O. BOX 9051 DEAN WITTER REYNOLDS INC.
PRINCETON, N.J. 08543-9051 TWO WORLD TRADE CENTER
59TH FLOOR
NEW YORK, N.Y. 10048
LAURIE HESSLEIN ROBERT E. HOLLEY
388 GREENWICH STREET 1285 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10013 NEW YORK, N.Y. 10019
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Copies to:
PIERRE DE SAINT PHALLE, ESQ.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
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E: Title of Securities being registered:
AN INDEFINITE NUMBER OF UNITS OF BENEFICIAL INTEREST PURSUANT TO
RULE 24F-2 PROMULGATED UNDER THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED.
F: Approximate date of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THE ACQUISITION AND DEPOSIT
OF THE UNDERLYING OBLIGATIONS.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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DEFINED ASSET FUNDS(sm)
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SUBJECT TO COMPLETION, PROSPECTUS DATED NOVEMBER 9, 1998
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MUNICIPAL INVESTMENT TRUST FUND
AN INDEFINITE NUMBER OF UNITS MULTISTATE SERIES-405 DEFINED ASSET FUNDS
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PART II
ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
A. The following information relating to the Depositors is incorporated
by reference to the SEC filings indicated and made a part of this Registration
Statement.
I. Bonding arrangements of each of the Depositors are incorporated by
reference to Item A of Part II to the Registration Statement on Form S-6
under the Securities Act of 1933 for Municipal Investment Trust Fund,
Monthly Payment Series--573 Defined Asset Funds (Reg. No. 333-08241).
II. The date of organization of each of the Depositors is set forth in Item B
of Part II to the Registration Statement on Form S-6 under the Securities
Act of 1933 for Municipal Investment Trust Fund, Monthly Payment
Series--573 Defined Asset Funds (Reg. No. 333-08241) and is herein
incorporated by reference thereto.
III. The Charter and By-Laws of each of the Depositors are incorporated herein
by reference to Exhibits 1.3 through 1.12 to the Registration Statement on
Form S-6 under the Securities Act of 1933 for Municipal Investment Trust
Fund, Monthly Payment Series--573 Defined Asset Funds (Reg. No. 333-08241).
IV. Information as to Officers and Directors of the Depositors has been filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1 of
the Securities Exchange Act of 1934 and is incorporated by reference to the
SEC filings indicated and made a part of this Registration Statement:
SEC FILE OR
IDENTIFICATION NO.
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Merrill Lynch, Pierce, Fenner & Smith Incorporated................ 8-7221
Salomon Smith Barney Inc.......................................... 8-8177
PaineWebber Incorporated.......................................... 8-16267
Dean Witter Reynolds Inc.......................................... 8-14172
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsors and Trustee are as follows:
Merrill Lynch, Pierce, Fenner & Smith Incorporated................13-5674085
Salomon Smith Barney Inc..........................................13-1912900
PaineWebber Incorporated..........................................13-2638166
Dean Witter Reynolds Inc..........................................94-0899825
The Chase Manhattan Bank..........................................13-4994650
UNDERTAKING
The Sponsors undertake that they will not instruct the Trustee to
accept from (i) Asset Guaranty Reinsurance Company, Municipal Bond Investors
Assurance Corporation or any other insurance company affiliated with any of the
Sponsors, in settlement of any claim, less than an amount sufficient to pay any
principal or interest (and, in the case of a taxability redemption, premium)
then due on any Security in accordance with the municipal bond guaranty
insurance policy attached to such Security or (ii) any affiliate of the Sponsors
who has any obligation with respect to any Security, less than the full amount
due pursuant to the obligation unless such instructions have been approved by
the Securities and Exchange Commission pursuant to Rule 17d-1 under the
Investment Company Act of 1940.
A supplemented Final prospectus of Municipal Investment Trust
Fund Multistate Series-401 Defined Asset Funds (Reg. 333-57375), Municipal
Investment Trust Fund Multistate Series-402 Defined Asset Funds (Reg. 333-61663)
and Municipal Investment Trust Fund Multistate Series--403 Defined Asset Funds
(Reg. 333-63809) which are incorporated herein by reference, may be used as
preliminary prospectuses for this Series.
CONTENTS OF REGISTRATION STATEMENT
THE REGISTRATION STATEMENT ON FORM S-6 COMPRISES THE FOLLOWING PAPERS AND
DOCUMENTS:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of the Municipal Investment Trust Fund,
Multistate Series D, 1933 Act File No. 2-88883).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The following exhibits:
1.1 -- Form of Trust Indenture (incorporated by reference to Exhibit
1.1 to the Registration Statement of Municipal Investment Trust
Fund, Multistate Series 48, Defined Asset Funds, 1933 Act File No.
33-50247).
1.1.1 -- Form of Standard Terms and Conditions of Trust Effective
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to
the Registration Statement of Municipal Investment Trust Fund,
Multistate Series-48, Defined Asset Funds, 1933 Act File No.
33-50247).
1.2 -- Form of Master Agreement Among Underwriters (incorporated by
reference to Exhibit 1.2 to the Registration Statement of The
Corporate Income Fund, One Hundred Ninety-Fourth Monthly Payment
Series, 1933 Act File No. 2-90925).
2.1 -- Form of Certificate of Beneficial Interest (included in Exhibit
1.1.1).
*3.1 -- Opinion of counsel as to the legality of the securities being
issued including their consent to the use of their names under the
heading "How the Fund Works --Legal Opinion" in the Prospectus.
*4.1 -- Consent of the Evaluator.
*5.1 -- Consent of independent public accountants.
9.1 -- Information Supplement (incorporated by reference to Exhibit 9.1
to Amendment No. 4 to the Registration Statement of Municipal
Investment Trust Fund, Insured Series--207, 1933 Act File
333-54037).
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* To be filed with Amendment to Registration Statement.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 9TH DAY OF
NOVEMBER, 1998.
Signatures appear on pages R-3, R-4, R-5 and R6.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Salomon Smith Barney
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
By the following persons, who constitute a Powers of Attorney have been
majority of the Board of Directors of Merrill filed under Form SE and the
Lynch, Pierce, Fenner & Smith following 1933 Act File
Incorporated: Numbers: 33-43466 and
33-51607.
HERBERT M. ALLISON, JR.
STEPHEN L. HAMMERMAN
DAVID H. KOMANSKY
JOHN L. STEFFENS
By ERNEST V. FABIO
(As authorized signatory for Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Attorney-in-fact for the persons listed above)
SALOMON SMITH BARNEY INC.
DEPOSITOR
By the following persons, who constitute a Powers of Attorney have been
majority of the Board of Directors of filed under the 1933 Act
Salomon Smith Barney Inc.: File Numbers: 33-49753, 33-55073,
333-10441 and 333-63417
JAMES DIMON
DERYCK C. MAUGHAN
By GINA LEMON
(As authorized signatory for Salomon
Smith Barney Inc. and Attorney-in-fact
for the persons listed above)
PAINEWEBBER INCORPORATED
DEPOSITOR
By the following persons, who constitute a Powers of Attorney have been
majority of the Executive Committee of the filed under Form SE and the
Board of Directors of PaineWebber following 1933 Act File
Incorporated: Number: 2-61279
MARGO N. ALEXANDER
TERRY L. ATKINSON
BRIAN M. BAREFOOT
STEVEN P. BAUM
MICHAEL CULP
REGINA A. DOLAN
JOSEPH J. GRANO, JR.
EDWARD M. KERSCHNER
JAMESP. MacGILVRAY
DONALD B. MARRON
ROBERT H. SILVER
MARK B. SUTTON
By ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated and
Attorney-in-fact for the persons listed
above)
DEAN WITTER REYNOLDS INC.
DEPOSITOR
By the following persons, who constitute a Powers of Attorney have been filed
majority of the Board of Directors of Dean under Form SE and the following
Witter Reynolds Inc.: 1933 Act File Number: 33-17085
and 333-13039
RICHARD M. DeMARTINI
ROBERT J. DWYER
CHRISTINE A. EDWARDS
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
MITCHELL M. MERIN
STEPHEN R. MILLER
RICHARD F. POWERS III
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By MICHAEL D. BROWNE
(As authorized signatory for Dean Witter
Reynolds Inc. and Attorney-in-fact for the
persons listed above)
