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Previous: MORGAN STANLEY DEAN WITTER VALUE FUND, 497, 2001-01-02 |
Next: NETWORK PLUS CORP, 424B3, 2001-01-02 |
| As filed with the Securities and Exchange
Commission on January 2, 2001
Registration No. 333-_____
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| SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. |
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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
INTERMEDIATE TERM SERIES 417 DEFINED ASSET FUNDS (A UNIT INVESTMENT TRUST) |
B. Name of depositor: |
| MERRILL LYNCH, PIERCE, FENNER & SMITH
INC.
SALOMON SMITH BARNEY INC. PAINEWEBBER INCORPORATED DEAN WITTER REYNOLDS INC. |
C. Complete addresses of depositor's principal executive offices: |
| MERRILL LYNCH, PIERCE, FENNER
& SMITH
INCORPORATED Defined Asset Funds P.O. Box 9051 Princeton, N.J. 08543-9051 |
PAINEWEBBER INCORPORATED
1285 Avenue of the Americas New York, New York 10019 |
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SALOMON SMITH BARNEY INC. 388 Greenwich Street 23rd Floor New York, N.Y. 10013 |
DEAN WITTER REYNOLDS INC. Two World Trade Center 59th Floor New York, N.Y. 10048 |
| TERESA KONCICK, ESQ.
P.O. Box 9051 Princeton, N.J. 08543-9051 |
ROBERT E. HOLLEY
1285 Avenue of the Americas New York, NY 10019 |
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MICHAEL KOCHMANN 388 Greenwich Street New York, NY 10013 |
COPIES TO: NORA M. JORDAN, ESQ. 450 Lexington Avenue New York, New York 10017 |
DOUGLAS LOWE, ESQ. Dean Witter Reynolds Inc. Two World Trade Center -- 59th Floor New York, NY 10048 |
| An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2 promulgated under the Investment Company Act of 1940, as amended. |
| As soon as practicable after the acquisition and deposit of the underlying securities. |
| 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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ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS |
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A. The following information
relating to the Depositor is incorporated by reference to the SEC filings
indicated and made a part of this Registration Statement.
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| I. | Bonding arrangements of the Depositor 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 the Depositor 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 the Depositor 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 Depositor 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: |
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| Merrill Lynch, Pierce, Fenner & Smith Incorporated | 8-7221 |
| Salomon Smith Barney Inc. | 8-8177 |
| Paine Webber 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 Bank of New York, Trustee | 13-4941102 |
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UNDERTAKING |
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The Sponsors undertake that they will make any amendment to the Supplement to this Registration Statement which includes material changes without submitting the amendment for Staff review prior to distribution. |
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II-1 |
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| SERIES OF EQUITY INVESTOR FUND
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933 |
| Series Number | SEC File Number |
| Defined Asset Funds Municipal Defined Fund: | 333-58397 |
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CONTENTS OF THE REGISTRATION STATEMENT |
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THE REGISTRATION STATEMENT ON FORM S-6 COMPRISES THE FOLLOWING PAPERS AND DOCUMENTS: |
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The Facing sheet of Form S-6 |
| The Cross-Reference Sheet (incorporated by reference to the Cross-Reference Sheet to the Registration Statement of Defined Asset Funds Municipal Series, 1933 Act File No. 33-54565). |
| The Prospectus. |
| Additional Information not included in the Prospectus (Part II). |
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The following exhibits: |
| 1.1 -- | Form of Trust Indenture (incorporated by reference to Exhibit 1.1 to the Registration Statement of Municipal Defined Fund, Series 2 1933 Act File No. 333-61285). |
| 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, 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). |
| 1.11.1 -- | Merrill Lynch Code of Ethics (incorporated by reference to Exhibit 1.11.1 to Post-Effective Amendment No. 8 to the Registration Statement of Municipal Investment Trust Fund, Insured Series 186, 1933 Act File No. 33-49159). |
| 1.11.2 -- | Municipal Investment Trust Fund Code of Ethics (incorporated by reference to Exhibit 1.11.2 to Post-Effective Amendment No. 8 to the Registration Statement of Municipal Investment Trust Fund, Insured Series 186, 1933 Act File No. 33-49159). |
| 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 name 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. 1 to the Registration Statement of Municipal Investment Trust Fund, Multistate Series - 409, 1933 Act File No. 333-81777). |
| ______________
* To be filed with Amendment to Registration Statement.
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R-1 |
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| DEFINED ASSET FUNDS
MUNICIPAL INVESTMENT TRUST FUND MULTISTATE SERIES |
| SIGNATURES | |
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The registrant hereby identifies the series numbers of Equity Income Fund and Equity Investor Fund listed on page R-1 for the purposes of representations required by Rule 487 and represents the following: |
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| 1) | That the portfolio securities deposited in the series as 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 information for, the series with respect to 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 statements for such previous series as to which the effective date was determined by the Commission or the staff; and |
| 3) | That it has complied with Rule 460 under the Securities Act of 1933. |
| PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 2ND DAY OF JANUARY, 2001. | |
| Signatures appear on pages R-3, R-4, R-5 and R-6. | |
| A majority of the members of the Board of Directors of Merrill Lynch, Pierce, Fenner & Smith Incorporated has signed this Registration Statement or Amendment to the Registration Statement pursuant to Powers of Attorney authorizing the person signing this Registration Statement or Amendment to the Registration Statement to do so on behalf of such members. | |
| A majority of the members of the Board of Directors of 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. | |
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R-2
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| MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
DEPOSITOR |
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| By the following persons, who constitute a majority of the Board of Directors of Merrill Lynch, Pierce, Fenner & Smith Incorporated: | Powers of Attorney have been filed under Form SE and the following 1933 Act File Number: 333-70593 | ||
| GEORGE A SCHIEREN
JOHN L. STEFFENS |
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| By JAY M. FIFE
(As authorized signatory for Merrill Lynch, Pierce, Fenner & Smith Incorporated and Attorney-in-fact for the persons listed above) |
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R-3
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| SALOMON SMITH BARNEY INC.
DEPOSITOR |
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| By the following persons, who constitute a majority of the Board of Directors of Salomon Smith Barney Inc.: | Powers of Attorney have been filed under the 1933 Act File Numbers: 333-63417 and 333-63033. | ||
| MICHAEL CARPENTER
DERYCK C. MAUGHAN |
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| By GINA LEMON
(As authorized signatory for Salomon Smith Barney Inc. and Attorney-in-fact for the persons listed above) |
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R-4
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| PAINEWEBBER INCORPORATED
DEPOSITOR |
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| By the following persons, who constitute a majority of the Board of Directors of PaineWebber Incorporated: | Powers of Attorney have been filed under the following 1933 Act File Number: 2-61279 | ||
| MARGO N. ALEXANDER
TERRY L. ATKINSON BRIAN M. BAREFOOT STEVEN P. BAUM MICHAEL CULP REGINA A. DOLAN JOSEPH J. GRANO, JR. EDWARD M. KERSCHNER JAMES P. MacGILVRAY DONALD B. MARRON ROBERT H. SILVER MARK B. SUTTON |
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| By ROBERT E. HOLLEY
(As authorized signatory for PaineWebber Incorporated and Attorney-in-fact for the persons listed above) |
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R-5
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| DEAN WITTER REYNOLDS INC.
DEPOSITOR |
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| By the following persons, who constitute a majority of the Board of Directors of Dean Witter Reynolds Inc.: | Powers of Attorney have been filed under Form SE and the following 1933 Act File Numbers: 33-17085, 333-13039, 333-47553, 333-89009 and 333-39302 | ||
| BRUCE F. ALONSO
RICHARD M. DeMARTINI RAYMOND J. DROP JAMES F. HIGGINS DONALD G. KEMPF, JR. JOHN J. MACK MITCHELL M. MERIN STEPHEN R. MILLER PHILIP J. PURCELL JOHN H. SCHAEFER THOMAS C. SCHNEIDER ALAN A. SCHRODER ROBERT G. SCOTT |
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| By MICHAEL D. BROWNE
(As authorized signatory for Dean Witter Reynolds Inc. and Attorney-in-fact for the persons listed above) |
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R-6
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