<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 1999
REGISTRATION NO. 333-70587
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------
AMENDMENT NO. 1
TO
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:
EQUITY INVESTOR FUND
SELECT TEN RETIREMENT PORTFOLIO SERIES 1999
DEFINED ASSET FUNDS
B. NAME OF DEPOSITOR:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
C. COMPLETE ADDRESSES OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, NJ 08543-9051
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ.
P.O. BOX 9051
PRINCETON, NJ 08543-9051 COPIES TO:
PIERRE DE SAINT PHALLE,
ESQ.
450 LEXINGTON AVENUE
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 effective date of the registration statement.
/ x / Check box if it is proposed that this filing will become effective upon
filing on February 11, 1999, pursuant to Rule 487.
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<PAGE>
DEFINED ASSET FUNDSSM
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EQUITY INVESTOR FUND
SELECT TEN RETIREMENT PORTFOLIO
SERIES 1999
(A UNIT INVESTMENT TRUST)
O TOTAL RETURN FROM:
-- CAPITAL APPRECIATION
-- CURRENT DIVIDEND INCOME
O 10 HIGHEST DIVIDEND YIELDING DOW STOCKS
O INVESTMENT ALTERNATIVE FOR EMPLOYEE BENEFIT
PLANS ESTABLISHED BY MERRILL LYNCH & CO., INC.
AND AFFILIATES
-------------------------------------------------
The Securities and Exchange Commission has not
approved or disapproved these Securities or
SPONSOR: passed upon the adequacy of this prospectus. Any
Merrill Lynch, representation to the contrary is a criminal
Pierce, Fenner & Smith offense.
Incorporated Prospectus dated February 11, 1999.
<PAGE>
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Defined Asset FundsSM
DEFINED ASSET FUNDSSM IS AMERICA'S OLDEST AND LARGEST FAMILY OF UNIT INVESTMENT
TRUSTS, WITH OVER $115 BILLION SPONSORED OVER THE LAST 25 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................ 8
INCOME............................................... 8
RECORDS AND REPORTS.................................. 8
THE RISKS YOU FACE...................................... 8
LITIGATION AND LEGISLATION RISKS..................... 8
YEAR 2000 ISSUES..................................... 9
SELLING UNITS........................................... 9
THE ML PLAN.......................................... 9
SELLING UNITS TO THE TRUSTEE......................... 9
POTENTIAL ROLLOVER................................... 10
HOW THE FUND WORKS...................................... 11
PRICING.............................................. 11
EVALUATIONS.......................................... 11
INCOME............................................... 11
EXPENSES............................................. 11
PORTFOLIO CHANGES.................................... 12
TERMINATION DATE..................................... 12
NO CERTIFICATES...................................... 12
TRUST INDENTURE...................................... 12
LEGAL OPINION........................................ 13
AUDITORS............................................. 13
SPONSOR.............................................. 13
TRUSTEE.............................................. 13
DISTRIBUTION......................................... 13
CODE OF ETHICS....................................... 13
TAXES................................................... 13
SUPPLEMENTAL INFORMATION................................ 13
FINANCIAL STATEMENTS.................................... 14
REPORT OF INDEPENDENT ACCOUNTANTS.................... 14
STATEMENT OF CONDITION............................... 14
2
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RISK/RETURN SUMMARY
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
o The Portfolio seeks total return through a combination of
current dividend income and capital appreciation.
Units are offered only to employee benefit plans
established by Merrill Lynch & Co., Inc. and its affiliates
-- the ML Plan, as an investment alternative for plan
allocations to help participants meet their personal
retirement needs and goals. The ML Plan will invest in
Units in accordance with allocation instructions received
from employees pursuant to the plan. Accordingly, the
interests of an employee in the Units are subject to the
terms of the ML Plan and the terms on which Units are
offered as an investment alternative under the ML Plan. The
rights of the ML Plan as a holder of Units should be
distinguished from the rights of an employee. The term
'you' in this Prospectus refers to the ML Plan.
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 Its strategy is to invest in a fixed portfolio of
approximately equal amounts of the 10 highest
dividend-yielding common stocks of the 30 stocks in the Dow
Jones Industrial Average.
o The Portfolio plans to hold the stocks in the Portfolio for
about one year. At the end of the year, we will liquidate
the Portfolio and apply the same Strategy to select a new
portfolio, if available.
o Each Select Ten Retirement 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. The ML Plan
as Holder can sell its 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
o Auto Manufacturing 10%
o Chemical Products 10
o Financial Services/Banking 10
o Forest Products and Paper 10
o Machinery-Construction & Mining 10
o Manufacturing 10
o Oil/Gas 10
o Photo Equipment/Supplies 10
o Rubber Manufacturing 10
o Tobacco/Food Processing 10
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE PORTFOLIO. THIS CAN
HAPPEN FOR VARIOUS REASONS, INCLUDING:
o The common stocks in the Portfolio generally have
attributes that have caused them to have lower prices or
higher dividend yields relative to the other stocks in the
DJIA.
For example:
- -- the issuers may be having financial problems;
- -- the stocks may be out of favor with the market because
of weak performance, poor earnings forecasts, negative
publicity or litigation/legislation; and
- -- the stocks may be reacting to general market cycles.
o The market factors that caused the relatively low prices
and high dividend yields of the stocks may change.
o Stock prices can be volatile.
o Dividend rates on the stocks or share prices may decline
during the life of the Portfolio.
3
<PAGE>
RISK/RETURN SUMMARY (Continued)
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
DJIA or they may be subject to sell recommendations by the
Sponsor.
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want current dividend income and capital
appreciation. You will benefit from a tested strategy and a
portfolio whose risk is reduced by investing in equity
securities of 10 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.
6. WHAT ARE THE PORTFOLIO'S FEES AND EXPENSES?
SPONSOR'S ADMINISTRATIVE FEE
Maximum of $0.10 annually per 1,000 Units accrued daily
(not to exceed its direct expenses). This fee is paid from
dividend income on the stocks held in the Portfolio.
This table shows the costs and expenses that an ML Plan
participant may pay, directly or indirectly, when it
invests in the Portfolio.
ESTIMATED ANNUAL OPERATING
EXPENSES
AMOUNT
AS A % OF PER 1,000
NET ASSETS UNITS
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.236% $ 2.36
Trustee's Fee (including
organization costs)
.010% $ 0.10
Sponsor's Administrative
Fee
.023% $ 0.23
Other Operating Expenses
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.269% $ 2.69
TOTAL
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 (including annual
rollovers into new portfolios) 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
actual costs may be higher or lower, based on these
assumptions your costs would be:
1 Year 3 Years 5 Years 10 Years
$28 $87 $151 $342
4
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7. HOW HAVE SELECT TEN RETIREMENT PORTFOLIOS PERFORMED IN THE PAST?
The following table shows the actual annualized returns to investors who
bought prior Portfolios beginning in 1996 and who rolled over their investment
into new Portfolios as they became available. The returns assume that investors
reinvested all dividends and paid Portfolio expenses but no sales fees. Of
course, past performance is no guarantee of future results.
CUMULATIVE PERFORMANCE
LATEST
(INCLUDING ANNUAL
ROLLOVERS) THROUGH COMPLETED
12/31/98 PORTFOLIO
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STARTING ANNUALIZED ANNUALIZED
DATE RETURN TERM RETURN
- ------------ ----------- ------------------------- -----------
2/20/96 19.42% 2/20/96-2/11/97 28.97%
2/11/97-2/11/98 20.40
5
<PAGE>
8. HOW WOULD THE STRATEGY HAVE PERFORMED HISTORICALLY?
The following table compares constructed performance of the Strategy Stocks (but
not of any actual Portfolio) with actual performance of the Dow Jones Industrial
Average. Portfolio performance may vary from that of the index shown below for a
variety of reasons. For example, the Portfolio has invested in a limited subset
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. In addition, the Portfolio stocks may have been chosen for specific
characteristics that are at odds with the characteristics of the stocks driving
the market at a given time. For example, we may have chosen value stocks at a
time when growth stocks are peforming well. This constructed performance is no
assurance of future results of either the Strategy or any Portfolio.
COMPARISON OF TOTAL RETURNS(1)
(STRATEGY FIGURES REFLECT DEDUCTION OF EXPENSES)
DOW JONES
YEAR STRATEGY (2) INDUSTRIAL AVERAGE (DJIA)
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1973 -1.48% -13.12%
1974 -0.77 -23.14
1975 56.56 44.40
1976 34.35 22.72
1977 -1.29 -12.71
1978 -0.30 2.69
1979 11.89 10.52
1980 25.91 21.41
1981 7.01 -3.40
1982 25.00 25.79
1983 38.00 25.68
1984 6.88 1.06
1985 28.17 32.78
1986 34.11 26.91
1987 6.51 6.02
1988 23.68 15.95
1989 26.84 31.71
1990 -8.40 -0.57
1991 32.91 23.93
1992 7.86 7.34
1993 26.46 16.72
1994 3.43 4.95
1995 36.02 36.48
1996 27.48 28.57
1997 21.13 24.78
1998 9.91 18.00
25 YEAR AVERAGE
ANNUAL RETURN 18.18 14.40
26 YEAR AVERAGE
ANNUAL RETURN 17.35 13.19
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(1) 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.
(2) 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.
6
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9. IS THE PORTFOLIO MANAGED?
Unlike a mutual fund, the Portfolio is not managed and
stocks are not sold because of market changes. The Sponsor
monitors the portfolio and may instruct the Trustee to sell
securities under certain limited circumstances. However,
given the investment philosophy of the Portfolio, the
Sponsor is not likely to do so.
10. HOW DO I BUY UNITS?
There is no minimum investment.
Units may be purchased at net asset value by certain
employee benefit plans established for employees of Merrill
Lynch & Co., Inc. and its affiliates. These plans may buy
Units only directly from the Trustee and may realize the
value of Units only by tendering them for redemption. Units
of this Portfolio may not be held outside of an ML Plan.
UNIT PRICE PER 1,000 UNITS $1,000.00
(as of February 10, 1999)
While you pay no sales fee, units are subject to the
Sponsor's Administrative Fee. If you buy units after the
initial date of deposit, you won't pay any fees previously
accrued.
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.
11. HOW DO I SELL UNITS?
The ML Plan as Holder may sell units at any time to the
Sponsor or the Trustee for the net asset value determined
at the close of business on the date of sale. You will only
pay fees previously accrued but not deducted.
12. HOW ARE DISTRIBUTIONS MADE?
The Portfolio pays distributions of any dividend income,
net of expenses, on the 10th of May, August and November,
1999 and January, 2000 for all units owned on the 9th of
those months. Because the ML Plan is exempt from tax,
neither it nor any participating employee is taxed
currently on income from the Portfolio while the Plan holds
your units. A portion of dividend payments received may be
used to pay expenses of the Portfolio.
13. WHAT OTHER SERVICES ARE AVAILABLE?
AUTOMATIC REINVESTMENT
Dividends paid to the ML Plan are automatically reinvested
in additional units of the Portfolio. Reinvestment helps to
compound your income for greater total return.
7
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Defined Portfolio
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Equity Investor Fund
Select Ten Retirement Portfolio Series 1999
Defined Asset Funds
<TABLE><CAPTION>
PRICE
TICKER PERCENTAGE CURRENT PER SHARE COST
NAME OF ISSUER* SYMBOL OF PORTFOLIO (1) DIVIDEND YIELD (2) TO PORTFOLIO TO PORTFOLIO (3)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Philip Morris Companies, Inc. MO 9.90% 4.25% $ 41.4375 $ 10,442.25
2. J. P. Morgan & Company, Inc. JPM 9.74 3.81 103.8125 10,277.44
3. Chevron Corporation CHV 10.06 3.10 78.6250 10,614.38
4. Minnesota Mining & Manufacturing
Company MMM 9.65 2.97 75.3750 10,175.63
5. Eastman Kodak Company EK 10.12 2.67 65.8750 10,671.75
6. Caterpillar, Inc. CAT 10.13 2.63 45.6875 10,690.88
7. DuPont (E.I.) De Nemours &
Company DD 10.23 2.57 54.5000 10,791.00
8. Goodyear Tire & Rubber Company GT 10.01 2.46 48.8750 10,557.00
9. International Paper IP 10.04 2.38 42.0625 10,599.75
10. General Motors Corporation GM 10.12 2.36 84.7500 10,678.50
----------------- -----------------
100.00% $ 105,498.58
----------------- -----------------
----------------- -----------------
</TABLE>
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* We chose the 10 highest dividend-yielding stocks of the DJIA subject to any
appropriate adjustment to take into account mergers, announcements and other
factors.
(1) Based on Cost to Portfolio.
(2) Current Dividend Yield for each security was calculated by annualizing the
last monthly, quarterly or semi-annual ordinary dividend declared on the
security and dividing the result by its market value as of the close of
trading on February 10, 1999.
(3) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on February 10, 1999, the business day prior to the initial
date of deposit. The value of the Securities on any subsequent business day
will vary.
------------------------------------
The securities were acquired on February 10, 1999 and are represented entirely
by contracts to purchase the securities. The Sponsor may have acted as
underwriter, manager or co-manager of a public offering of the securities in
this Portfolio during the last three years. Affiliates of the Sponsor 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 the Sponsor may be an officer or director of
one or more of the issuers of the securities in the Portfolio. The 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. The 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.
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay the ML Plan any income it has received four 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 the 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
The ML Plan will receive:
o a notice from the Trustee if new equity securities are deposited in exchange
or substitution for equity securities originally deposited; and
o a final report on Portfolio activity.
Investors may inspect Portfolio records and documents at the Trustee's office
during regular business hours.
THE RISKS YOU FACE
LITIGATION AND LEGISLATION RISKS
Philip Morris Companies common stock represents approximately 10% of the value
of the Portfolio. Pending or threatened legal proceedings against Philip Morris
cover a wide range of matters including product liability and consumer
protection. Damages claimed in many of the smoking and health cases alleging
personal injury (both individual and class actions), and in health cost recovery
cases brought by governments, unions and similar entities seeking reimbursement
for healthcare expenditures, aggregate many billions of dollars.
On November 23, 1998, Philip Morris entered into a Master Settlement Agreement
with 46 state governments to settle the asserted and unasserted healthcare cost
recovery and certain other claims against them. The Agreement is subject to
final judicial approval in each of the settling states. It is expected that
Philip Morris will charge approximately $2 billion as a pretax expense in 1998
as a result of the settlement. Philip Morris believes the agreement will likely
materially adversely affect the business, volume, cash flows and/or operating
income and financial position of the company in future years. The degree of the
adverse impact will depend, among other things, on the rates of decline in
United States cigarette sales in the premium and discount segments, the
company's share of the domestic premium and discount cigarette segments, and the
effect of any resulting cost advantage of manufacturers not subject to the
agreement.
The Sponsor cannot predict the outcome of the litigation pending against Philip
Morris or how the current uncertainty concerning the settlement will ultimately
be resolved. The Sponsor cannot predict whether these and other possible
developments will have a material effect on the price of Philip Morris stock
over the term of the Portfolio, which could in turn adversely affect Unit
prices.
Other than as described above we do not know of any pending litigation that
might have a material adverse effect upon the Portfolio.
8
<PAGE>
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.
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.
SELLING UNITS
THE ML PLAN
Because the Sponsor, is a 'party in interest' of the ML Plan, ERISA prohibits it
from selling Units to or buying them from the ML Plan. Accordingly, the ML Plan
buys Units directly from the Trustee and only tenders Units to the Trustee for
redemption. The Sponsor may not act as dealer, or charge for its services as
broker, for the Trust. ERISA also prohibits the Sponsor from receiving
compensation or other consideration except for reimbursement of its direct
expenses. Therefore, the administrative fee reimburses the Sponsor for these
expenses, and the Sponsor will not collect this fee on Units held by the ML Plan
at any time when it has no unreimbursed expenses.
The ML Plan as holder can sell units at any time at net asset value. The 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 units outstanding.
The sale proceeds may be more or less than the units cost because of Portfolio
expenses, market movements and changes in the Portfolio.
SELLING UNITS TO THE TRUSTEE
The ML Plan can sell units to the Trustee at any time.
Within seven days after the Trustee receives the request and any necessary
documents, it will wire the proceeds to the ML Plan.
If the Portfolio does not have cash available to pay for the units, the Sponsor
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 receiving less than
what was paid for each unit and also reduce the size and diversity of the
Portfolio.
Payments for the units may be delayed:
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
9
<PAGE>
o for any other period permitted by SEC order.
POTENTIAL ROLLOVER
The Portfolio will end by February 11, 2000. If the Sponsor is offering a
rollover option into a Subsequent Select Ten Retirement Portfolio, the ML Plan
Administrator will decide at that time whether to participate in the rollover
and offer that subsequent Select Ten Retirement Portfolio as a ML Plan
investment alternative.
The ML Plan Administrator may stop offering the Select Ten Retirement Portfolio
as a Plan investment alternative at any time. The Sponsor, in its sole
discretion and without penalty or liability to investors, may decide not to
sponsor future Portfolios or may modify the terms of the rollover. The Trustee
will provide notice of any change to the ML Plan Administrator.
The rollover is accomplished by the in-kind redemption of Units followed by the
sale of the underlying Securities by a distribution agent on behalf of
participating investors and the reinvestment of the sale proceeds (net of
brokerage fees, governmental charges and other sale expenses) in units of the
successor Portfolio, if any.
Of course, if a participant no longer wishes to hold the Select Ten Retirement
Portfolio, the participant may change the ML Plan allocation instructions at any
time as permitted by the ML Plan.
We may amend or terminate the option to roll your proceeds at any time without
notice.
10
<PAGE>
HOW THE FUND WORKS
PRICING
Units are sold at net asset value; there is no sales fee. However, the Sponsor
collects an administrative fee to reimburse it for its costs. Purchases are made
by the ML Plan Administrator on behalf of electing employees.
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 System, evaluations are generally based on closing sales prices
on that exchange or that system; if closing sales prices are not available, the
value is the mean between the closing bid and offer prices.
INCOME
o Annual income per unit, net of estimated expenses, depends primarily upon the
dividends paid by the issuers of the securities. It may also vary with
changes in Portfolio expenses and the level of purchases and sales of
securities. There can be no assurance that dividends on the securities will
continue at current levels or be declared at all.
o Each unit receives an equal share of distributions of dividend income net of
accrued estimated Portfolio 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
credits dividends received to an Income Account and other receipts to a
Capital Account. The Trustee may establish a reserve account by withdrawing
from the these accounts amounts it considers appropriate to pay any material
liability. These accounts do not bear interest.
EXPENSES
An administrative fee, not to exceed $0.10 annually to reimburse the Sponsor for
certain expenses is deducted from the Income Account on each distribution date
and will be distributed to the Sponsor on certification of its reimbursable
expenses. Accrued administrative fees will be deducted at the time of any
interim redemption.
The Trustee receives a fee monthly. This fee includes an amount for estimated
costs 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 Trustee also benefits when it holds cash for the Portfolio in non-interest
bearing accounts. The Trustee may also receive additional amounts:
o for extraordinary services and costs of indemnifying the Trustee and the
Sponsor;
o costs of actions taken to protect the Portfolio and other legal fees and
expenses; and
11
<PAGE>
o Portfolio termination expenses and any governmental charges.
The Trustee's and Sponsor's fees may be adjusted for inflation without
investors' approval.
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
When the ML Plan Administrator redeems units, this affects the size and
composition of the Portfolio.
TERMINATION DATE
The Porfolio will terminate by February 11, 2000. The Portfolio may be
terminated earlier, if its value is less than 40% of the value of the securities
when deposited.
NO CERTIFICATES
The ML Plan holds their Units in uncertificated form.
TRUST INDENTURE
The Portfolio is a 'unit investment trust' governed by a Trust Indenture, a
contract between the Sponsor 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 Sponsor 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 Sponsor).
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 any investor's interest in the Portfolio without the Plan's written
consent.
The Trustee may resign by notifying the Sponsor. The Sponsor 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 Sponsor determines 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 Sponsor without the consent of investors. The
resignation or removal of the Trustee becomes effective when a successor accepts
appointment. The Sponsor 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.
If the Sponsor 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.
12
<PAGE>
The Trust Indenture contains customary provisions limiting the liability of the
Trustee and the Sponsor.
LEGAL OPINION
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsor, 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.
SPONSOR
The Sponsor is:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
The Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer the
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 Trust Department, P.O. Box 974--Wall Street Division,
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.
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.
DISTRIBUTION
The Sponsor does 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 the Sponsor, 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.
TAXES
The Portfolio is not an association taxable as a corporation for federal income
tax purposes. Because the ML Plan is exempt from tax under Section 501(a) of the
Internal Revenue Code of 1986, as amended, neither the Plan nor any
participating employee will be currently taxed on income from the Portfolio
while Units are held by the ML Plan.
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.
13
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsor, Trustee and Holders of Equity Investor Fund, Select Ten Retirement
Portfolio Series 1999, 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 February 11, 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 February
11, 1999 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
February 11, 1999
STATEMENT OF CONDITION AS OF FEBRUARY 11, 1999
TRUST PROPERTY
Investments--Contracts to purchase Securities(1).........$ 105,498.58
Cash................................................... 4,410.97
--------------------
Total.........................................$ 109,909.55
--------------------
--------------------
Interest of Holders of 109,909 Units of fractional
undivided interest outstanding:
Cost to investors(2)...................................$ 109,909.55
--------------------
Total.........................................$ 109,909.55
--------------------
--------------------
- ---------------
(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
February 10, 1999. The contracts to purchase securities are collateralized by an
irrevocable letter of credit which has been issued by DG Bank, New York Branch,
in the amount of $105,589.03 and deposited with the Trustee. The amount of the
letter of credit includes $105,498.58 for the purchase of securities.
(2) Aggregate offer price computed on the basis of the value of the
underlying securities at 4:00 p.m., Eastern time on February 10, 1999. There is
no sales charge. Instead, units are subject to accrual of the Sponsor's
administrative fee.
14
<PAGE>
Defined
Asset FundsSM
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most SELECT TEN RETIREMENT PORTFOLIO
recent free Information SERIES 1999
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.
333-70587) 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.
32747--2/99
<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 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:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 8-7221
------------------------------------
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsor and Trustee are as follows:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 13-5674085
The Bank of New York, Trustee........................... 13-4941102
UNDERTAKING
The Sponsor undertakes 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>
SERIES OF EQUITY INCOME FUND AND EQUITY INVESTOR FUND
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933
SEC
SERIES NUMBER FILE NUMBER
- --------------------------------------------------------------------------------
Equity Income Fund, Investment Philosophy Series 1991
Selected Industrial Portfolio............................... 33-39158
Equity Investor Fund, Select S&P Industrial Portfolio 1998
Series H.................................................... 333-64577
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 headings 'Taxes' and 'Miscellaneous--Legal Opinion' in the
Prospectus.
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).
R-1
<PAGE>
SIGNATURES
The registrant hereby identifies the series numbers of Equity Income Fund
and Equity Investor Fund listed on page R-1 for the purposes of the
representations required by Rule 487 and represents the following:
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 11TH DAY OF
FEBRUARY 1999.
SIGNATURES APPEAR ON PAGE R-3
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.
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>
EXHIBIT 3.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
FEBRUARY 11, 1999
EQUITY INVESTOR FUND,
SELECT TEN RETIREMENT PORTFOLIO SERIES 1999
DEFINED ASSET FUNDS
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, N.J. 08543-9051
(609) 282-8500
Dear Sirs:
We have acted as special counsel for you, as sponsor (the 'Sponsor') of
Equity Investor Fund, Select Ten Retirement Portfolio Series 1999, Defined Asset
Funds (the 'Fund'), in connection with the issuance of units of fractional
undivided interest in the Fund (the 'Units') in accordance with the Trust
Indenture relating to the Fund (the 'Indenture').
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents and instruments as
we have deemed necessary or advisable for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that (i) the execution and
delivery of the Indenture and the issuance of the Units have been duly
authorized by the Sponsor and (ii) the Units, when duly issued and delivered by
the Sponsor and the Trustee in accordance with the Indenture, will be legally
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 3.1 to the
Registration Statement relating to the Units filed under the Securities Act of
1933 and to the use of our name in such Registration Statement and in the
related prospectus under the heading 'How The Fund Works--Legal Opinion.'
Very truly yours,
DAVIS POLK & WARDWELL
<PAGE>
EXHIBIT 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsor and Trustee of Equity Investor Fund, Select Ten Retirement Portfolio
Series 1999, Defined Asset Funds:
We consent to the use in this Registration Statement No. 333-70587 of our report
dated February 11, 1999, relating to the Statement of Condition of Equity
Investor Fund, Select Ten Retirement Portfolio Series 1999, Defined Asset Funds
and to the reference to us under the heading 'How the Fund Works--Auditors' in
the Prospectus which is a part of this Registration Statement.
DELOITTE & TOUCHE LLP
New York, NY
February 11, 1999
<TABLE> <S> <C>
<ARTICLE> 6
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> FEB-11-1998
<INVESTMENTS-AT-COST> 105,499
<INVESTMENTS-AT-VALUE> 105,499
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 4,410
<TOTAL-ASSETS> 109,909
<PAYABLE-FOR-SECURITIES> 0
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<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
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<NET-ASSETS> 109,909
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<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
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<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 109,909
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
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<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
