<PAGE>
DEFINED ASSET FUNDSSM
- --------------------------------------------
- ----------------------------------
EQUITY INVESTOR FUND
SELECT SERIES
PRINCIPLED VALUES PORTFOLIO SERIES 3
(A UNIT INVESTMENT TRUST)
O DESIGNED FOR CAPITAL APPRECIATION
O SOCIALLY RESPONSIBLE EQUITY INVESTMENT
-------------------------------------------------
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 January 29, 1999.
<PAGE>
- --------------------------------------------------------------------------------
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, EQUITY PORTFOLIOS, AND INTERNATIONAL BOND AND
EQUITY PORTFOLIOS.
DEFINED ASSET FUNDS OFFER A NUMBER OF ADVANTAGES:
O A DISCIPLINED STRATEGY OF BUYING AND HOLDING WITH A LONG-TERM VIEW IS THE
CORNERSTONE OF DEFINED ASSET FUNDS.
O FIXED PORTFOLIO: DEFINED FUNDS FOLLOW A BUY AND HOLD INVESTMENT STRATEGY;
FUNDS ARE NOT MANAGED AND PORTFOLIO CHANGES ARE LIMITED.
O DEFINED PORTFOLIOS: WE CHOOSE THE STOCKS AND BONDS IN ADVANCE, SO YOU KNOW
WHAT YOU'RE INVESTING IN.
O PROFESSIONAL RESEARCH: OUR DEDICATED RESEARCH TEAM SEEKS OUT STOCKS OR BONDS
APPROPRIATE FOR A PARTICULAR FUND'S OBJECTIVES.
O ONGOING SUPERVISION: WE MONITOR EACH PORTFOLIO ON AN ONGOING BASIS.
NO MATTER WHAT YOUR INVESTMENT GOALS, RISK TOLERANCE OR TIME HORIZON, THERE'S
PROBABLY A DEFINED ASSET FUND THAT SUITS YOUR INVESTMENT STYLE. YOUR FINANCIAL
PROFESSIONAL CAN HELP YOU SELECT A DEFINED ASSET FUND THAT WORKS BEST FOR YOUR
INVESTMENT PORTFOLIO.
CONTENTS
PAGE
-----------
RISK/RETURN SUMMARY..................................... 3
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT................ 7
INCOME............................................... 7
RECORDS AND REPORTS.................................. 7
THE RISKS YOU FACE...................................... 7
CONCENTRATION RISK................................... 7
LITIGATION AND LEGISLATION RISKS..................... 7
SELLING OR EXCHANGING UNITS............................. 8
SPONSOR'S SECONDARY MARKET........................... 8
SELLING UNITS TO THE TRUSTEE......................... 8
ROLLOVER/EXCHANGE OPTION............................. 9
HOW THE FUND WORKS...................................... 9
PRICING.............................................. 9
EVALUATIONS.......................................... 10
INCOME............................................... 10
EXPENSES............................................. 10
PORTFOLIO CHANGES.................................... 11
PORTFOLIO TERMINATION................................ 11
NO CERTIFICATES...................................... 11
TRUST INDENTURE...................................... 11
LEGAL OPINION........................................ 12
AUDITORS............................................. 12
SPONSOR.............................................. 12
TRUSTEE.............................................. 13
UNDERWRITER'S AND SPONSOR'S PROFITS.................. 13
PUBLIC DISTRIBUTION.................................. 13
CODE OF ETHICS....................................... 13
YEAR 2000 ISSUES..................................... 13
TAXES................................................... 14
SUPPLEMENTAL INFORMATION................................ 15
FINANCIAL STATEMENTS.................................... 16
REPORT OF INDEPENDENT ACCOUNTANTS.................... 16
STATEMENT OF CONDITION............................... 16
2
<PAGE>
- --------------------------------------------------------------------------------
RISK/RETURN SUMMARY
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
The objective of this Defined Fund is capital appreciation
by investing for a period of about one year in a
diversified portfolio of domestic common stocks.
You can participate in the Portfolio by purchasing units.
Each unit represents an equal share of the stocks in the
Portfolio and receives an equal share of income
distributions, if any.
2. WHAT IS THE PORTFOLIO'S INVESTMENT STRATEGY?
The Portfolio contains 25 common stocks selected for
capital appreciation from among companies that are
considered to have:
o socially responsible policies and
o positive diversity records.
We began with the Domini 400 Social IndexSM. This Index
monitors the financial performance of 400 companies that:
o were screened on a broad range of social issues such as
product safety and the environment;
o derive no revenue from gambling activities or the
manufacture of tobacco or alcohol;
o have no ownership in nuclear power; and
o derive no more than 2% of their revenues from military
contracting.
Next, Kinder, Lydenberg, Domini & Co. (KLD), the Portfolio
Consultant, screened the Index companies for a positive
record of diversity, identifying those companies with:
o chief executive officers who are women or members of a
minority group;
o boards of directors that include a significant percentage
of women, minorities or the disabled;
o significant progress in promoting women and minorities;
o employee programs focusing on family concerns;
o records of subcontracting with women-or minority-owned
businesses; and
o innovative hiring or other programs for the disabled.
Finally, the Sponsor applied a proprietary screening
process to the list of companies that focuses on
quantitative factors including:
o recent price performance;
o price to earnings ratios; and
o dividend yield.
The Portfolio plans to hold the stocks 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.
Each Principled Values Portfolio is designed to be part of
a longer term strategy. We believe that more consistent
results are likely if the Strategy is followed for at least
three to five years but you are not required to stay with
the Strategy or to roll over your investment. You can sell
your units any time.
3. WHAT INDUSTRY SECTORS ARE REPRESENTED IN THE PORTFOLIO?
Based upon the principal business of each issuer and
current market values, the Portfolio represents the
following industry groups:
APPROXIMATE
PORTFOLIO
PERCENTAGE
o Technology: 40%
Electronic components (12%)
Software (12%)
Networking Products (8%)
Computers (4%)
Computer Services (4%)
o Banks 12
o Retail 8
o Airlines 4
o Appliances 4
o Cable TV 4
o Cosmetics & Toiletries 4
o Financial Services 4
o Insurance 4
o Machinery 4
o Multimedia 4
o Restaurants 4
o Telecommunication 4
3
<PAGE>
RISK/RETURN SUMMARY (Continued)
4. HOW HAS THE DOMINI 400 SOCIAL INDEXSM PERFORMED SINCE IT
WAS ESTABLISHED?
The stocks in this Portfolio were initially selected for
social reasons and there can be no assurance that the
Portfolio will perform better or worse than stocks selected
solely on economic criteria. The chart below shows how one
measure of socially responsible investing--the Domini 400
Social IndexSM-- has compared to the S&P 500 Index since
the Domini Index was established in 1990.
The Domini Index is a market capitalization-weighted common
stock index consisting of 400 corporations that have passed
multiple, broad-based social screens. The Index is
maintained by KLD, an investment advisory firm specializing
in social investment research. The Domini Social Index is
intended to serve as a proxy and benchmark for the universe
of stocks from which social investors might choose.
We are including this chart to address the concern that to
achieve socially responsible investing, you normally must
sacrifice some investment return. Of course, past
performance is no guarantee of future results, especially
since there has not been a down year in the market since
1990. And, while the Domini Index is one of several screens
used in choosing securities for the Portfolio, the other
screens, as well as Portfolio sales charges and expenses,
would have materially affected results.
DOMINI 400 SOCIAL INDEX S&P 500 INDEX
TOTAL RETURN TOTAL RETURN*
----------------------- --------------
1990 (commencing 5/1) 1.46% 2.37%
1991 37.84 30.55
1992 12.09 7.67
1993 8.52 9.99
1994 0.18 1.31
1995 38.20 37.43
1996 23.70 23.07
1997 38.26 33.36
1998 34.53 28.58
Average Annualized
Total Return 21.50 19.38
- ---------------
Returns represent price changes plus dividends reinvested.
* Source: Ibbotson Associates. Used with permission. All rights reserved.
5. HOW HAS THE PRINCIPLED VALUES PORTFOLIO PERFORMED IN THE
PAST?
The following table shows the pre-tax return to investors
who bought the first Principled Values Portfolio in 1998
and who held their investment through the one-year
anniversary of the Portfolio. The return assumes that
investors reinvested all dividends and paid the maximum
sales fees. Past performance is no indication of future
results.
SERIES TERM TOTAL RETURN
- --------- --------------------------- ------------
1 1/8/98-1/8/99 26.31%
6. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE PORTFOLIO. THIS CAN
HAPPEN FOR VARIOUS REASONS, INCLUDING:
The Portfolio is composed of stocks selected in part for
non-economic reasons. The Portfolio may not perform as well
as funds that include stocks of issuers that would not be
selected by the Portfolio Consultant.
o Stock prices can be volatile.
o Dividend rates on the stocks or share prices may decline
during the life of the Portfolio.
o Because the Portfolio is concentrated in stocks in the
technology sector, adverse developments in this industry
may affect the value of your units.
o The Portfolio may continue to purchase or hold the stocks
originally selected even though their market value or yield
or the Sponsor's or Portfolio Consultant's opinion about an
issuer may have changed.
7. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want to invest in a socially responsible
portfolio of stocks and you want capital appreciation. You
will benefit from a professionally selected and supervised
portfolio whose risk is reduced by investing in equity
securities of different issuers.
4
<PAGE>
The Portfolio is not appropriate for you if you are
unwilling to take the risk involved with an equity
investment or if you are seeking preservation of capital or
high current income.
8. WHAT ARE THE PORTFOLIO'S FEES AND EXPENSES?
This table shows the costs and expenses you may pay,
directly or indirectly, when you invest in the Portfolio.
ESTIMATED ANNUAL OPERATING
EXPENSES
AMOUNT
AS A % OF PER 1,000
NET ASSETS UNITS
---------- -----------
.091% $ 0.90
Trustee's Fee
.045% $ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
.076% $ 0.75
Other Operating Expenses
---------- -----------
.212% $ 2.10
TOTAL
ORGANIZATION COSTS per 1,000 units $ 2.53
(deducted from Portfolio assets at
the close of the initial offering
period)
The Sponsor historically paid organization costs.
INVESTOR FEES
2.75%
Maximum Sales Fee (Load) on new
purchases (as a percentage of $1,000
invested)
You will pay an up-front sales fee of approximately 1.00%,
as well as a total deferred sales fee of $17.50 ($1.75 per
1,000 units deducted from the Portfolio's net asset value
on April 15, 1999 and thereafter on the first of each
month through January 1, 2000).
The maximum sales fees are as follows:
YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
----------------------------- -----------------
Less than $50,000 2.75%
$ 50,000 to $99,999 2.25%
$100,000 to $499,999 1.75%
$500,000 to $999,999 1.00%
$1,000,000 to $4,999,999 0.75%
$5,000,000 or more 0.60%
EXAMPLE
This example may help you compare the cost of investing in
the Portfolio to the cost of investing in other funds.
The example assumes that you invest $10,000 in the
Portfolio for the periods indicated and sell all your units
at the end of those periods. The example also assumes a 5%
return on your investment each year and that the
Portfolio's operating expenses stay the same. Although your
actual costs may be higher or lower, based on these
assumptions your costs would be:
1 Year 3 Years 5 Years 10 Years
$324 $792 $1,285 $2,644
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 if the Portfolio Consultant finds that the
issuer no longer meets the selection criteria or under
certain other limited circumstances.
10. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from the Sponsor. Some banks may offer
units for sale through special arrangements with the
Sponsor, although certain legal restrictions may apply.
Employees of the Sponsor or Sponsor affiliates and
non-employee directors of the Sponsor may buy units subject
only to the deferred sales charge.
UNIT PRICE PER 1,000 UNITS $999.93
(as of January 28, 1999)
Unit price is based on the net asset value of the Portfolio
plus the up-front sales fee.
The Unit price includes the estimated organization costs of
$2.53 per 1,000 units, to which no sales fee has been
applied.
The Portfolio stocks are valued by the Trustee on the basis
of their closing prices at 4:00 p.m. Eastern time every
business day. Unit price changes every day with changes in
the prices of the stocks.
5
<PAGE>
11. HOW DO I SELL UNITS?
You may sell your 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, less any
remaining deferred sales fee and the costs of liquidating securities to meet the
redemption.
12. HOW ARE DISTRIBUTIONS MADE AND TAXED? You will receive distributions of any
dividend income, net of expenses, on the 25th of November, 1999, if you own
Units on the 10th of November, 1999. For tax purposes, you will be considered to
have received all the dividends paid on your pro rata portion of each security
in the Portfolio when those dividends are received by the Portfolio. A portion
of the dividend payments may be used to pay expenses of the Portfolio.
13. WHAT OTHER SERVICES ARE AVAILABLE? REINVESTMENT
You may choose to reinvest your income distribution into additional units of the
Portfolio. You will pay only the deferred sales charge remaining at the time of
reinvestment. Unless you choose reinvestment, you will receive your income
distribution in cash.
EXCHANGE PRIVILEGES
You may exchange units of this Portfolio for units of certain other Defined
Asset Funds. You may also exchange into this Portfolio from certain other funds.
We charge a reduced sales fee on designated exchanges.
6
<PAGE>
- --------------------------------------------------------------------------------
Defined Portfolio
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Equity Investor Fund
Select Series
Principled Values Portfolio Series 3
Defined Asset Funds
PRICE
TICKER PERCENTAGE PER SHARE COST
NAME OF ISSUER SYMBOL OF PORTFOLIO (1) TO PORTFOLIO TO PORTFOLIO (2)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. 3Com Corporation COMS 4.04% $ 46.3125 $ 10,651.87
2. Aetna, Inc. AET 3.97 87.1250 10,455.00
3. Autodesk, Inc. ADSK 3.87 44.3125 10,191.87
4. Avon Products, Inc. AVP 3.92 35.6250 10,331.25
5. Bank One Corporation ONE 4.03 50.5625 10,618.13
6. BankBoston Corporation BKB 4.00 36.3125 10,530.62
7. Ceridian Corporation CEN 3.97 80.3750 10,448.75
8. Cisco Systems, Inc. CSCO 4.13 108.8750 10,887.50
9. Deere & Company DE 4.08 32.5625 10,745.62
10. Frontier Corporation FRO 4.02 34.1875 10,598.13
11. Hewlett-Packard Company HWP 3.94 74.0625 10,368.75
12. Intel Corporation INTC 4.17 137.1875 10,975.00
13. The Limited, Inc. LTD 3.92 33.3125 10,326.87
14. Maytag Corporation MYG 4.02 62.3125 10,593.13
15. McDonald's Corporation MCD 3.86 78.1250 10,156.25
16. MediaOne Group, Inc. UMG 4.02 55.6875 10,580.63
17. Microsoft Corporation MSFT 3.96 174.0000 10,440.00
18. Nordstrom, Inc. NOBE 4.15 40.5000 10,935.00
19. Novell, Inc. NOVL 3.97 20.5000 10,455.00
20. PNC Bank Corporation PNC 4.01 50.3125 10,565.63
21. SLM Holding Corporation SLM 4.02 44.1250 10,590.00
22. Solectron Corporation SLR 4.01 88.1250 10,575.00
23. Southwest Airlines Company LUV 4.05 25.3750 10,657.50
24. Texas Instruments, Inc. TXN 4.00 95.7500 10,532.50
25. Viacom, Inc. (Class B) VIA/B 3.87 85.0000 10,200.00
----------------- -----------------
100.00% $ 263,410.00
----------------- -----------------
----------------- -----------------
</TABLE>
- ------------------------------------
(1) Based on Cost to Portfolio.
(2) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on January 28, 1999, the business day prior to the initial
date of deposit. The value of the Securities on any subsequent business day
will vary.
------------------------------------
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.
7
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any dividend income it has received once during
its life. There can be no assurance that any dividends will be declared or paid.
RECORDS AND REPORTS
You will receive:
o a notice from the Trustee if new equity securities are deposited in exchange
or substitution for equity securities originally deposited;
o a final report on Portfolio activity; and
o tax information. This will also be sent to the IRS. You must report the amount
of income received. Please contact your tax advisor in this regard.
You may inspect records of Portfolio transactions at the Trustee's office during
regular business hours.
THE RISKS YOU FACE
CONCENTRATION RISK
When stocks in a particular industry make up 25% or more of the Portfolio, it is
said to be 'concentrated' in that industry, which makes the Portfolio less
diversified.
Here is what you should know about the Portfolio's concentration in technology
stocks. Technology stocks tend to be relatively volatile as compared to other
types of investments. These kinds of companies
o are rapidly developing and highly competitive, both domestically and
internationally;
o may be smaller and less seasoned companies with limited product lines,
markets or financial resources and limited management or marketing
personnel; and
o are affected by
--worldwide scientific and technological developments (and resulting
product obsolescence);
--government regulation;
--increase in material or labor costs;
--changes in distribution channels; and
--the need to manage inventory levels in line with product demand.
Other risk factors include:
o short product life cycles;
o aggressive pricing and reduced profit margins;
o dramatic and often unpredictable changes in growth rates;
o frequent new product introduction and the need to enhance existing
products; and
o intense competition from large established companies and potential
competition from small start up companies.
Technology companies are also dependent to a substantial degree upon skilled
professional and technical personnel and there is considerable competition for
the services of qualified personnel in the industry.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Portfolio.
Future tax legislation could affect the value of the Portfolio by:
o reducing the dividends-received deduction or
o increasing the corporate tax rate resulting in less money available for
dividend payments.
7
<PAGE>
SELLING OR EXCHANGING UNITS
You can sell your units at any time for a price based on their net asset value.
Your net asset value is calculated each business day by:
o adding the value of the Portfolio Securities, cash and any other Portfolio
assets;
o subtracting accrued but unpaid Portfolio expenses, unreimbursed Trustee
advances, cash held to buy back units or for distribution to investors,
and any other Portfolio liabilities; and
o dividing the result by the number of outstanding units.
Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the Portfolio.
As of the close of the initial offering period, the price you receive will be
reduced to pay the Portfolio's estimated organization costs.
If you sell your units before the final deferred sales fee installment, the
amount of any remaining payments will be deducted from your proceeds.
SPONSOR'S SECONDARY MARKET
While we are not obligated to do so, we will buy back units at net asset value
less any remaining deferred sales fee and the cost of liquidating securities to
meet the redemption. We may resell the units to other buyers or to the Trustee.
We have maintained a secondary market continuously for more than 25 years, but
we could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by contacting your broker, dealer or financial
institution that holds your units in street name. Sometimes, additional
documents are needed such as a trust document, certificate of corporate
authority, certificate of death or appointment as executor, administrator or
guardian.
Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee will sell your units in the over-the-counter market if it
believes it can obtain a higher price. In that case, you will receive the net
proceeds of the sale.
If the Portfolio does not have cash available to pay you for the units you are
selling we will select securities to be sold. These sales could be made at times
when the securities would not otherwise be sold and may result in your receiving
less than you paid for your unit and also reduce the size and diversity of the
Portfolio.
If you sell units with a value of at least $250,000, you may choose to receive
your distribution 'in kind.' If you so choose, you will receive securities and
cash with a total value equal to the price of your units. The Trustee will try
to distribute securities in the portfolio pro rata, but it reserves the right to
8
<PAGE>
distribute only one or a few securities. The Trustee will act as your agent in
an in-kind distribution and will either hold the securities for your account or
transfer them as you instruct. You must pay any transaction costs as well as
transfer and ongoing custodial fees on sales of securities distributed in kind.
There could be a delay in paying you for your units:
o if the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
o if the SEC determines that trading on the New York Stock Exchange is
restricted or that an emergency exists making sale or evaluation of the
securities not reasonably practicable; and
o for any other period permitted by SEC order.
ROLLOVER/EXCHANGE OPTION
When this Portfolio is about to terminate, you may have the option to roll your
proceeds into a new Principled Values Portfolio if one is available.
If you notify your financial adviser by February 3, 2000, your units will be
redeemed and certain distributed securities plus the proceeds from the sale of
the remaining distributed securities will be reinvested in units of a new
Principled Values Portfolio. If you decide not to roll over your proceeds, you
will receive a cash distribution (or, if you are eligible and you so choose, an
in-kind distribution) after the Portfolio terminates.
The Portfolio will terminate by March 9, 2000. You may, by written notice to the
Trustee at least ten business days prior to termination, elect to receive an
in-kind distribution of your pro rata share of the Securities remaining in the
Portfolio at that time (net of your share of expenses). Of course you can sell
your Units at any time prior to termination.
You may exchange units of this Portfolio for units of another Select or Focus
Series or certain other Defined Asset Funds at any time before this fund
terminates. If you continue to hold your units, you may exchange units of this
Portfolio for units of certain other Defined Asset Funds at a reduced sales fee
if your investment goals change. To exchange units, you should talk to your
financial professional about what Portfolios are exchangeable, suitable and
currently available.
We may amend or terminate the options to exchange your units or roll your
proceeds at any time without notice.
HOW THE FUND WORKS
PRICING
Units are charged a combination of initial and deferred sales fees.
In addition, during the initial offering period, a portion of the price of a
unit also consists of cash to pay all or some of the costs of organizing the
Portfolio including:
o cost of initial preparation of legal documents;
o federal and state registration fees;
o initial fees and expenses of the Trustee;
o initial audit; and
o legal expenses and other out-of-pocket expenses.
9
<PAGE>
The deferred sales fee is generally a monthly charge of $1.75 per 1,000 units
and is accrued in monthly installments. Units redeemed or repurchased prior to
the accrual of the final deferred sales fee installment will have the amount of
any remaining installments deducted from the redemption or repurchase proceeds
or deducted in calculating an in-kind distribution. (This deduction will be
waived in the event of the death or disability, as defined in the Internal
Revenue Code of 1986, of an investor). The initial sales fee is equal to the
aggregate sales fee less the aggregate amount of any remaining installments of
the deferred sales fee.
It is anticipated that securities will not be sold to pay the deferred sales fee
until after the date of the last installment. Investors will be at risk for
market price fluctuations in the securities from the several installment accrual
dates to the dates of actual sale of securities to satisfy this liability.
EVALUATIONS
The Trustee values the securities on each business day (i.e., any day other than
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
If the securities are listed on a national securities exchange or the Nasdaq
National Market, evaluations are generally based on closing sales prices on that
exchange or that system or, if closing sales prices are not available, at the
mean between the closing bid and offer prices.
INCOME
o The annual income per unit, after deducting estimated annual Portfolio
expenses per unit, will depend primarily upon the amount of dividends declared
and paid by the issuers of the securities and changes in the expenses of the
Portfolio and, to a lesser degree, upon the level of sales of securities.
There is no assurance that dividends on the securities will continue at their
current levels or be declared at all.
o Each unit receives an equal share of distributions of dividend income net of
estimated expenses. 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
The Trustee is paid a fee monthly. It also benefits when it holds cash for the
Portfolio in non-interest bearing accounts. The Trustee may also receive
additional amounts:
o 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;
o expenses for keeping the Portfolio's registration statement current; and
o Portfolio termination expenses and any governmental charges.
KLD receives a fee from the Portfolio for its ongoing services as Portfolio
Consultant.
10
<PAGE>
The Sponsor is currently reimbursed up to 45 cents per 1,000 units annually for
providing portfolio supervisory, bookkeeping and administrative services and for
any other expenses properly chargeable to the Portfolio. While this fee may
exceed the amount of these costs and expenses attributable to this Portfolio,
the total of these fees for all Series of Defined Asset Funds will not exceed
the aggregate amount attributable to all of these Series for any calendar year.
Certain of these expenses were previously paid for by the Sponsor.
The Trustee's and Sponsor's fees may be adjusted for inflation without
investors' approval.
The deferred sales fees you owe are paid from the Capital Account. Although we
may collect the deferred sales charge monthly, to keep Units more fully invested
we do not currently plan to pay the deferred sales charge until after the
rollover notification date.
The Sponsor will pay advertising and selling expenses at no charge to the
Portfolio. If Portfolio expenses exceed initial estimates, the Portfolio will
owe the excess. The Trustee has a lien on Portfolio assets to secure
reimbursement of Portfolio expenses and may sell securities if cash is not
available.
PORTFOLIO CHANGES
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which will affect the size
and composition of the portfolio.
We decide whether to offer units for sale that we acquire in the secondary
market after reviewing:
o diversity of the Portfolio;
o size of the Portfolio relative to its original size;
o ratio of Portfolio expenses to income; and
o cost of maintaining a current prospectus.
PORTFOLIO TERMINATION
When the Portfolio is about to terminate you will receive a notice, and you will
be unable to sell your units after that time. Unless you choose to receive an
in-kind distribution of securities, we will sell any remaining securities, and
you will receive your final distribution in cash.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling securities. This may reduce the amount you receive as
your final distribution.
NO CERTIFICATES
All investors are required to hold their Units in uncertificated form and in
'street name' by their broker, dealer or financial institution at the Depository
Trust Company.
TRUST INDENTURE
The Portfolio is a 'unit investment trust' governed by a Trust Indenture, a
contract 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;
11
<PAGE>
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 your interest in the Portfolio without your 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.
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:
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.
12
<PAGE>
TRUSTEE
The Bank of New York, Unit Investment Trust Department, Box 974-Wall Street
Station, 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.
UNDERWRITER'S AND SPONSOR'S PROFITS
The Underwriter receives sales fees when it sells units. Any cash made available
by you to the Sponsor before the settlement date for those units may be used in
the Sponsor's business to the extent permitted by federal law and may benefit
the Sponsor.
The Sponsor or Underwriter may realize profits or sustain losses on stocks in
the Portfolio which were acquired from underwriting syndicates of which it was a
member.
During the initial offering period, the Sponsor may realize profits or sustain
losses on units it holds due to fluctuations in the price per unit. The Sponsor
experienced a loss of $124.50 on the initial deposit of the Securities. Any
profit or loss to the Portfolio will be effected by the receipt of applicable
sales fees and a gain or loss on subsequent deposits of securities. In
maintaining a secondary market, the Sponsor will also realize profits or sustain
losses in the amount of any difference between the prices at which it buys units
and the prices at which it resells or redeems them.
PUBLIC DISTRIBUTION
During the initial offering period, units will be distributed to the public by
the Sponsor and dealers who are members of the National Association of
Securities Dealers, Inc.
Dealers will be entitled to the concession stated below on units sold or
redeemed.
DEALER CONCESSION AS
AMOUNT PURCHASED A % OF UNIT PRICE
- --------------------------------------- ---------------------
Less than $50,000 2.00%
$50,000 to $99,999 1.62%
$100,000 to $499,999 1.25%
$500,000 to $999,999 0.50%
$1,000,000 to$4,999,999 0.375%
$5,000,000 and over 0.30%
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
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.
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
13
<PAGE>
issuers of the securities contained in the Portfolio, but we cannot predict
whether any impact will be material to the Portfolio as a whole.
TAXES
The following summarizes the material income tax consequences of holding Units.
It assumes that you are not a dealer, financial institution, insurance company
or other investor with special circumstances. You should consult your own tax
adviser about your particular circumstances.
In the opinion of our counsel, under existing law:
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Portfolio will not be taxed as a corporation for federal income tax
purposes, and you will be considered to own directly your share of each Security
in the Portfolio.
GAIN OR LOSS UPON DISPOSITION
You will generally recognize gain or loss when you dispose of your units for
cash (by sale or redemption) or when the Trustee disposes of the Securities in
the Portfolio. You generally will not recognize gain or loss on Securities
distributed to you 'in-kind,' either in redemption of your units or upon
termination of the Portfolio. Your basis for Securities distributed to you will
be the same as the portion of your basis in your units which are attributable to
the distributed Securities, and your holding period for the distributed
Securities will include your holding period in your units.
If you elect to roll over your investment in the Portfolio, you will not
recognize gain or loss on your units except to the extent that your share of the
Securities in the Portfolio is sold and the proceeds are paid to you. Your basis
in the Securities that are rolled over into a new portfolio will be the same as
the portion of your basis in your units which was attributable to the rolled
over Securities.
If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain or loss from the Portfolio will be long-term if you are considered
to have held your investment which produces the gain or loss for more than one
year and short-term if you held it for one year or less. Because the
deductibility of capital losses is subject to limitations, you may not be able
to deduct all of your capital losses. You should consult your tax adviser in
this regard.
YOUR TAX BASIS IN THE SECURITIES
Your aggregate tax basis in your units will be equal to the cost of the units,
including the sales fee. You should not increase your basis in your units by
deferred sales fees or organizational expenses. The tax reporting form and
annual statement you receive will be based on the net amounts paid to you, from
which these expenses will already be deducted.
EXPENSES
If you are an individual who itemizes deductions, you may deduct your share of
Portfolio expenses, but only to the extent that your share of the expenses,
together with your other miscellaneous deductions, exceeds 2%
14
<PAGE>
of your adjusted gross income. Your ability to deduct Portfolio expenses will be
limited further if your adjusted gross income exceeds a specified amount
(currently, $124,500 or $62,250 for a married person filing separately).
STATE AND LOCAL TAXES
Under the income tax laws of the State and City of New York, the Portfolio will
not be taxed as a corporation, and the income of the Portfolio will be treated
as the income of the investors in the same manner as for federal income tax
purposes.
FOREIGN INVESTORS
If you are a foreign investor and you are not engaged in a U.S. trade or
business, you generally will be subject to 30% withholding tax (or a lower
applicable treaty rate) on distributions. You should consult your tax adviser
about the possible application of federal, state and local, and foreign taxes.
RETIREMENT PLANS
You may wish to purchase units for an Individual Retirement Account ('IRAs') or
other retirement plan. Generally, capital gains and income received in each of
these plans are exempt from federal taxation. All distributions from these types
of plans are generally treated as ordinary income but may, in some cases, be
eligible for tax-deferred rollover treatment. You should consult your attorney
or tax adviser about the specific tax rules relating to these plans. These plans
are offered by brokerage firms, including the Sponsor of this Portfolio, and
other financial institutions. Fees and charges with respect to such plans may
vary.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Portfolio by
calling the Trustee. The supplemental information includes more detailed risk
disclosure and general information about the structure and operation of the
Portfolio. The supplemental information is also available from the SEC.
15
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsor, Trustee and Holders of Equity Investor Fund, Select Series,
Principled Values Portfolio Series 3, 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 January 29, 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 January 29,
1999 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
January 29, 1999
STATEMENT OF CONDITION AS OF JANUARY 29, 1999
TRUST PROPERTY
Investments--Contracts to purchase Securities(1).........$ 263,410.00
--------------------
Total.........................................$ 263,410.00
--------------------
--------------------
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsor for organization
expenses(2).......................................$ 673.16
--------------------
Subtotal 673.16
--------------------
Interest of Holders of 266,070 Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)...................................$ 266,051.38
Gross underwriting commissions and organization
expenses(5)(2)....................................... (3,314.54)
--------------------
Subtotal 262,736.84
--------------------
Total.........................................$ 263,410.00
--------------------
--------------------
- ---------------
(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
January 28, 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 $263,534.50 and deposited with the Trustee. The amount of the
letter of credit includes $263,410.00 for the purchase of securities.
(2) A portion of the Unit Price consists of securities in an amount
sufficient to pay all or a portion of the costs incurred in establishing the
Portfolio. These costs have been estimated at $2.53 per 1,000 Units. A
distribution will be made as of the close of the initial offering period to an
account maintained by the Trustee from which the organization expenses
obligation of the investors will be satisfied.
(3) Because the value of securities at the evaluation time on the
Initial Date of Deposit may differ from the amounts shown in this statement of
condition, the number of Units offered on the Initial Date of Deposit will be
adjusted to maintain the $999.93 per 1,000 Units offering price only for that
day. The Unit Price on any subsequent business day will vary.
(4) Aggregate public offering price computed on the basis of the value
of the underlying securities at 4:00 p.m., Eastern time on January 28, 1999.
(5) Assumes the maximum initial sales charge per 1,000 units of 1.00%
of the Unit Price. A deferred sales charge of $1.75 per 1,000 Units is payable
on April 15, 1999 and thereafter on the 1st day of each month through January 1,
2000. Distributions will be made to an account maintained by the Trustee from
which the deferred sales charge obligation of the investors to the Sponsor will
be satisfied. If units are redeemed prior to January 1, 2000, the remaining
portion of the distribution applicable to such units will be transferred to such
account on the redemption date.
16
<PAGE>
Defined
Asset FundsSM
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most SELECT SERIES, PRINCIPLED VALUES
recent free Information PORTFOLIO SERIES 3
Supplement that gives more (A Unit Investment Trust)
details about the Trust, ---------------------------------------
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.
333-70595) 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.
32742--1/99
17
