EQUITY INVESTOR FUND SEL LG CAP GROW POR DEFINED ASSET FUNDS
S-6/A, 1999-03-12
Previous: CBRL GROUP INC, S-3, 1999-03-12
Next: WARBURG PINCUS LONG SHORT MARKET NEUTRAL FUND INC, 497, 1999-03-12



<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 1999
 
                                                      REGISTRATION NO. 333-60519
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       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:
 
                              EQUITY INVESTOR FUND
                       SELECT LARGE-CAP GROWTH PORTFOLIO
                           (FORMERLY FOCUS SERIES 9)
                              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 ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
 

 MERRILL LYNCH, PIERCE,  SALOMON SMITH BARNEY INC.
     FENNER & SMITH        388 GREENWICH STREET
      INCORPORATED              23RD FLOOR
   DEFINED ASSET FUNDS      NEW YORK, NY 10013
      P.O. BOX 9051
PRINCETON, NJ 08543-9051

 

DEAN WITTER REYNOLDS INC.
     TWO WORLD TRADE
   CENTER--59TH FLOOR
   NEW YORK, NY 10048                             PAINEWEBBER INCORPORATED
                                                     1285 AVENUE OF THE
                                                          AMERICAS
                                                     NEW YORK, NY 10019

 
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
 

  TERESA KONCICK, ESQ.
      P.O. BOX 9051
PRINCETON, NJ 08543-9051                             DOUGLAS LOWE, ESQ.
                                                  DEAN WITTER REYNOLDS INC.
                                                       TWO WORLD TRADE
                                                     CENTER--59TH FLOOR
                                                     NEW YORK, NY 10048

 

                                                         COPIES TO:
    MICHAEL KOCHMANN         ROBERT E. HOLLEY      PIERRE DE SAINT PHALLE,
    388 GREENWICH ST.       1285 AVENUE OF THE              ESQ.
   NEW YORK, NY 10013            AMERICAS           450 LEXINGTON AVENUE
                            NEW YORK, NY 10019       NEW YORK, NY 10017

 
E. TITLE OF SECURITIES BEING REGISTERED:
 
  An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
       promulgated under the Investment Company Act of 1940, as amended.
 
F. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC.
 
   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 UNITL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
             SUBJECT TO COMPLETION, PROSPECTUS DATED MARCH 12, 1999
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DEFINED ASSET FUNDS--
EQUITY INVESTOR FUND
 
                                      SELECT LARGE-CAP GROWTH PORTFOLIO
 
                                      (A UNIT INVESTMENT TRUST)
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The final prospectus for Equity Investor Fund, Defined Technology Portfolio
Series 2 is hereby incorporated by reference and used as a preliminary
prospectus for this Portfolio. The narrative information and structure of the
final prospectus of this Portfolio will be substantially the same as that of the
previous prospectus, exept that the current Portfolio will be chosen from the
Russell 1000 Growth Index instead of the Merrill Lynch 100, and will contain all
large-cap growth stocks instead of technology stocks. The Russell 1000 Growth
Index is a market capitalization weighted index comprised of a subset of Russell
1000 Index companies with higher price-to-book ratios and higher forecasted
growth values. The Russell 1000 Index measures the performance of the 1000
largest US companies based on total market capitalization. Information with
respect to pricing, the number of units, dates and summary information regarding
the characteristics of securities to be deposited in this Portfolio is not now
available and will be different from that shown because each Portfolio is
unique. Accordingly, the information contained herein with regard to the
previous Portfolio should be considered as being included for informational
purposes only. Investors should contact their financial consultant who will be
informed of the expected effective date of the new Portfolio and who will be
supplied with complete information with respect to the new Portfolio on the day
and immediately prior to the effectiveness of the Registration Statement
relating to Units of the new Portfolio.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                                    PART II
             ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
 

A. The following information relating to the Depositors is incorporated by 
reference to the SEC filings indicated and made a part of this Registration 
Statement.

 
 I. Bonding arrangements of each of the Depositors are incorporated by reference
to Item A of Part II to the Registration Statement on Form S-6 under the
Securities Act of 1933 for Municipal Investment Trust Fund, Monthly Payment
Series--573 Defined Asset Funds (Reg. No. 333-08241).
 
 II. The date of organization of each of the Depositors is set forth in Item B
of Part II to the Registration Statement on Form S-6 under the Securities Act of
1933 for Municipal Investment Trust Fund, Monthly Payment Series--573 Defined
Asset Funds (Reg. No. 333-08241) and is herein incorporated by reference
thereto.
 
III. The Charter and By-Laws of each of the Depositors are incorporated herein
by reference to Exhibits 1.3 through 1.12 to the Registration Statement on Form
S-6 under the Securities Act of 1933 for Municipal Investment Trust Fund,
Monthly Payment Series--573 Defined Asset Funds (Reg. No. 333-08241).
 
IV. Information as to Officers and Directors of the Depositors has been filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934 and is incorporated by reference to the SEC
filings indicated and made a part of this Registration Statement:
 

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, Trustee.........................     13-4994650

 
                                  UNDERTAKING
The Sponsors undertake that they will not make any amendment to the Supplement
to this Registration Statement which includes material changes without
submitting the amendment for Staff review prior to distribution.
 
                                      II-1
<PAGE>
                       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 Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).
 
     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 Equity Income Fund, Select
                 S&P Industrial Portfolio 1997 Series A. 1933 Act File No. 33-
                 05683.
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).
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 Prospec-
                 tus.
*5.1           --Consent of independent accountants.
*9.1           --Information Supplement (incorporated by reference to Exhibit
                 9.1 to the Registration Statement of Equity Investor Fund,
                 Select Ten Portfolio 1999 International Series A (United
                 Kingdom Portfolio), 1933 Act File No. 333-70593).

 
- ------------------------------------
 
*To be filed by amendment.
 
                                      R-1
<PAGE>
                                   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 12TH DAY OF
MARCH 1999.
 
               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.
 
                                      R-2
<PAGE>
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                                   DEPOSITOR
 

By the following persons, who constitute  Powers of Attorney have been filed
  a majority of                             under
  the Board of Directors of Merrill         Form SE and the following 1933 Act
  Lynch, Pierce,                            File
  Fenner & Smith Incorporated:              Number: 333-70593

 
      HERBERT M. ALLISON, JR.
      GEORGE A. SCHIEREN
      JOHN L. STEFFENS
      J. DAVID MEGLEN
      (As authorized signatory for Merrill Lynch, Pierce,
      Fenner & Smith Incorporated and
      Attorney-in-fact for the persons listed above)
 
                                      R-3
<PAGE>
                           SALOMON SMITH BARNEY INC.
                                   DEPOSITOR
 

By the following persons, who constitute a majority of      Powers of Attorney
  the Board of Directors of Salomon Smith Barney Inc.:        have been filed
                                                              under the 1933 Act
                                                              File Numbers:
                                                              333-63417 and
                                                              333-63033

 
      MICHAEL A. CARPENTER
      DERYCK C. MAUGHAN
 
      By GINA LEMON
       (As authorized signatory for
       Salomon Smith Barney Inc. and
       Attorney-in-fact for the persons listed above)
 
                                      R-4
<PAGE>
                            PAINEWEBBER INCORPORATED
                                   DEPOSITOR
 

By the following persons, who constitute  Powers of Attorney have been filed
  the Board of Directors of PaineWebber     under
  Incorporated:                             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
      By
       ROBERT E. HOLLEY
       (As authorized signatory for
       PaineWebber Incorporated
       and Attorney-in-fact for the persons listed above)
 
                                      R-5
<PAGE>
                           DEAN WITTER REYNOLDS INC.
                                   DEPOSITOR
 

By the following persons, who constitute  Powers of Attorney have been filed
  a majority of                             under Form SE and the following 1933
  the Board of Directors of Dean Witter     Act File Numbers: 33-17085 and
  Reynolds Inc.:                            333-13039

 
      RICHARD M. DeMARTINI
      ROBERT J. DWYER
      CHRISTINE A. EDWARDS
      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)
 
                                      R-6


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission