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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1999
REGISTRATION NO. 333-75671
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
1999 ML SELECT TEN V.I. TRUST
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 April 30, 1999, pursuant to Rule 487.
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DEFINED ASSET FUNDSSM
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EQUITY INVESTOR FUND
1999 ML SELECT TEN V.I. TRUST
(A UNIT INVESTMENT TRUST)
O TOTAL RETURN FROM:
-- CAPITAL APPRECIATION
-- CURRENT DIVIDEND INCOME
O 10 HIGHEST DIVIDEND YIELDING DOW STOCKS
O UNITS SOLD TO SEPARATE ACCOUNTS TO FUND
BENEFITS UNDER VARIABLE LIFE INSURANCE
POLICIES OR ANNUITY CONTRACTS
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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 April 30, 1999.
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Defined Asset FundsSM
DEFINED ASSET FUNDSSM IS AMERICA'S OLDEST AND LARGEST FAMILY OF UNIT INVESTMENT
TRUSTS, WITH OVER $160 BILLION SPONSORED OVER THE LAST 28 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
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RISK/RETURN SUMMARY..................................... 3
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT................ 7
REINVESTED INCOME DISTRIBUTIONS...................... 7
RECORDS AND REPORTS.................................. 7
THE RISKS YOU FACE...................................... 7
LITIGATION AND LEGISLATION RISKS..................... 7
YEAR 2000 ISSUES..................................... 8
BUYING AND SELLING UNITS................................ 8
POTENTIAL ROLLOVER................................... 9
HOW THE TRUST WORKS..................................... 9
PRICING.............................................. 9
EVALUATIONS.......................................... 9
INCOME............................................... 9
EXPENSES............................................. 10
PORTFOLIO CHANGES.................................... 10
TERMINATION DATE..................................... 10
NO CERTIFICATES...................................... 10
TRUST INDENTURE...................................... 10
LEGAL OPINION........................................ 11
AUDITORS............................................. 11
SPONSOR.............................................. 11
TRUSTEE.............................................. 12
CODE OF ETHICS....................................... 12
TAXES................................................... 12
SUPPLEMENTAL INFORMATION................................ 12
FINANCIAL STATEMENTS.................................... 13
REPORT OF INDEPENDENT ACCOUNTANTS.................... 13
STATEMENT OF CONDITION............................... 13
2
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RISK/RETURN SUMMARY
1. WHAT IS THE TRUST'S OBJECTIVE?
o The Trust seeks total return through a combination of
current dividend income and capital appreciation.
Units are offered only to separate accounts to fund
benefits under variable annuity contracts or variable life
insurance policies issued by Merrill Lynch Life Insurance
Company or ML Life Insurance Company of New York. The
Accounts will invest in Units in accordance with allocation
instructions received from Contractowners. Accordingly, the
interests of a Contractowner in the Units are subject to
the terms of the Contract. The rights of the Accounts as
holders of Units should be distinguished from the rights of
a Contractowner. The term 'you' in this Prospectus refers
to the Accounts.
Each unit represents an equal share of the stocks in the
Portfolio and receives an equal share of dividend income.
2. WHAT IS THE TRUST'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 Trust plans to hold the stocks in the Portfolio for
about one year. At the end of the year, we will liquidate
the Trust and apply the same Strategy to select a new
portfolio, if available.
o Each Select Ten V.I. Trust 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 Accounts,
as holders can sell their 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 Oil/Gas International 20%
o Tobacco/Food Processing 10
o Auto Manufacturing 10
o Financial Services Banking 10
o Photo Equipment/Supplies 10
o Manufacturing 10
o Retail-Major Department Store 10
o Rubber Manufacturing 10
o Chemical Products 10
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE TRUST. 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 Trust.
3
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Defined Portfolio
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Equity Investor Fund
1999 ML Select Ten V.I. Trust
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)
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<S> <C> <C> <C> <C>
1. Philip Morris Companies, Inc. MO 10.02% 5.00% $ 35.1875 $ 9,993.25
2. J.P. Morgan & Company, Inc. JPM 9.96 2.87 138.0000 9,936.00
3. Minnesota Mining & Manufacturing
Company MMM 9.96 2.62 85.6250 9,932.50
4. Chevron Corporation CHV 9.96 2.36 103.5000 9,936.00
5. Eastman Kodak Company EK 9.91 2.28 77.2500 9,888.00
6. General Motors Corporation GM 10.11 2.22 90.0625 10,087.00
7. Goodyear Tire & Rubber Company GT 10.14 2.13 56.2500 10,125.00
8. Sears Roebuck & Company S 9.82 2.07 44.5000 9,790.00
9. Exxon Corporation XON 10.20 1.94 84.6875 10,162.50
10. DuPont (E.I.) De Nemours &
Company DD 9.92 1.92 72.7500 9,894.00
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100.00% $ 99,744.25
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</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 April 29, 1999.
(3) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on April 29, 1999, the business day prior to the initial
date of deposit. The value of the Securities on any subsequent business day
will vary.
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The securities were acquired on April 29, 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>
RISK/RETURN SUMMARY (Continued)
o The Trust 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 TRUST 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 Trust 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 TRUST'S FEES AND EXPENSES?
SPONSOR'S DEFERRED TRANSACTION FEE
Maximum of $5.30 annually per 1,000 Units accrued daily.
This fee, charged like a deferred sales charge and
including an element of profit to the Sponsor, pays it for
creating and maintaining the Trust. Half is paid by the
Sponsor to the Merrill Lynch Insurance Group, Inc. to
compensate it for its administrative services in making
units available to fund the Accounts.
This table shows the costs and expenses that the Accounts,
and, indirectly, the Contractowners may pay, directly or
indirectly, when they invest in the Trust.
ESTIMATED ANNUAL OPERATING
EXPENSES
AMOUNT
AS A % OF PER 1,000
NET ASSETS UNITS
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.154% $ 1.74
Trustee's Fee (including
organization costs)
.040% $ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fee
.014% $ 0.16
Other Operating Expenses
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.208% $ 2.35
TOTAL
4
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7. HOW WOULD THE STRATEGY HAVE PERFORMED HISTORICALLY?
The following table compares hypothical performance of the Strategy Stocks (but
not of any actual Trust) with actual performance of the Dow Jones Industrial
Average. Trust performance may vary from that of the index shown below for a
variety of reasons. The Trust 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 Trust.
COMPARISON OF TOTAL RETURNS(1)
DOW JONES
INDUSTRIAL
AVERAGE
YEAR STRATEGY(2) (DJIA)
- ----------------------------- ------------ ------------
1973 -1.02% -13.12%
1974 -0.31 -23.14
1975 57.02 44.40
1976 34.81 22.72
1977 -0.83 -12.71
1978 -0.16 2.69
1979 12.35 10.52
1980 26.37 21.41
1981 7.47 -3.40
1982 25.46 25.79
1983 38.46 25.68
1984 7.34 1.06
1985 28.63 32.78
1986 34.57 26.91
1987 6.97 6.02
1988 24.14 15.95
1989 27.30 31.71
1990 -7.94 -0.57
1991 33.37 23.93
1992 8.32 7.34
1993 26.92 16.72
1994 3.89 4.95
1995 36.48 36.48
1996 27.94 28.57
1997 21.59 24.78
1998 10.37 18.00
1999
(through 3/31/99) 1.12 7.01
26.25 YEAR AVERAGE ANNUAL
RETURN 17.68 13.35
25.25 YEAR AVERAGE ANNUAL
RETURN 18.49 14.55
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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 Trust will differ from constructed
Strategy returns for several reasons including the following:
o each Trust bears transaction fees, brokerage commissions and expenses in
buying and selling stocks; Strategy returns do not reflect any of these
costs;
o Strategy returns are for calendar years, while Trusts begin on April 30;
o units are bought and sold based on the closing stock prices on the
exchange, while the Trust may buy and sell stocks at prices during the
trading day;
o the Trust may not be fully invested at all times; and
o stocks in a Trust 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.
5
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8. IS THE TRUST MANAGED?
Unlike a mutual fund, the Trust 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 Trust, the Sponsor
is not likely to do so.
9. HOW DO I BUY UNITS?
Each Account buys units from the Trustee. There is no
minimum investment.
OFFER PRICE PER 1,000 UNITS $1,128.53
(as of April 29, 1999)
Unit price is the net asset value per Unit. Holding Units
is subject to the Sponsor's transaction fee. If you buy
Units after the initial date of deposit, you pay only
future transaction charge accruals. No contingent fee will
be owed if units are redeemed before the Trust ends.
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.
10. HOW DO I SELL UNITS?
An Account as Holder may redeem Units at any time to
reflect changed investment allocations and to the extent
necessary to provide benefits under the Contracts. The
price will be the net asset value per unit determined at
the close of business on the sale date.
11. HOW ARE DISTRIBUTIONS MADE?
The Trust distributes any dividend income, net of expenses,
on the 10th of June, September and December, 1999 and
March, 2000 for units owned on the 9th of those months.
Taxable income received by an Account will be offset by a
deduction for an increase in reserves.
12. WHAT OTHER SERVICES ARE AVAILABLE?
AUTOMATIC REINVESTMENT
Distributions paid to the Accounts are automatically
reinvested in additional Units.
6
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WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
REINVESTED INCOME DISTRIBUTIONS
The Trust will pay the Accounts any income it has received four times during its
life. We expect that all distributions of income and any principal received will
be reinvested into additional units of the Trust.
Because the Trust generally pays dividends as they are received, individual
income payments will fluctuate based on the amount of dividends declared and
paid by each issuer. Other reasons Trust income may vary are:
o changes in the Portfolio because of additional securities purchases or sales;
o a change in the Trust'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 Accounts 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 Trust activity.
Investors may inspect Trust 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 Trust. 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. Philip Morris charged
approximately $3.1 billion as a pretax expense in 1998 as a result of the
settlement, and as of December 31, 1998, had accrued costs of its obligations
under the settlement and to tobacco growers aggregating $1.4 billion, payable
principally before the end of the year 2000. 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
7
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stock over the term of the Trust, 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 Trust.
Future tax legislation could affect the value of the Portfolio by 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
Trust. The Year 2000 Problem may adversely affect the issuers of the securities
contained in the Trust, but we cannot predict whether any impact will be
material to the Trust as a whole.
BUYING AND SELLING UNITS
The Accounts may buy Units from the Trustee and tender Units to the Trustee for
redemption. Units are continuously offered at prices equal to the net asset
value, determined as described below, and holding Units is subject to the
transaction fee stated under Risk/Return Summary. For Units to be bought or sold
at same day net asset value, the Trustee must receive the Account's request no
later than 4 p.m. Eastern time.
An Account 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 Trust Securities, cash and any other Trust assets;
o subtracting accrued but unpaid Trust expenses (including accrued
Transaction Fees), unreimbursed Trustee advances, cash held to buy back
Units or for distribution to investors, and any other Trust liabilities;
and
o dividing the result by the number of units outstanding.
The sale proceeds may be more or less than the cost because of Trust expenses,
market movements and changes in the Portfolio.
Within seven days after the Trustee receives a proper redemption request, it
will wire the proceeds to the Account.
If the Trust 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 proceeds of less than
what was paid for each Unit and could 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
o for any other period permitted by SEC order.
POTENTIAL ROLLOVER
The Trust will end by May 1, 2000. If the Sponsor is offering a rollover option
into a subsequent Select Ten V.I. Trust, the Insurers will decide at that time
whether to participate in the rollover and offer that subsequent Select Ten V.I.
Trust as an investment alternative.
8
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The Insurers will need to obtain an exemptive order from the Securities and
Exchange Commission to authorize the substitution of the new Trust. There can be
no assurance that this order will be granted.
An Insurer may stop offering the Select Ten V.I. Trust as an investment
alternative at any time. The Sponsor, in its sole discretion and without penalty
or liability to investors, may decide not to sponsor future Trusts or may modify
the terms of the rollover. The Trustee will provide notice of any change to the
Accounts.
The rollover is accomplished by redeeming Units in-kind followed by sale of
Securities that will not be contributed to the next Trust by a distribution
agent on behalf of participating Accounts and reinvesting the distribution (net
of brokerage fees, governmental charges and other sale expenses) in units of the
next Trust, if any.
Of course, if a participant no longer wishes to hold the Select Ten V.I. Trust,
the participant may change the allocation instructions at any time as permitted
by the Accounts.
We may amend or terminate the option to roll your proceeds at any time without
notice. The Securities and Exchange Commission has advised that rollovers need
to be authorized by an order of exemption under the Investment Company Act. We
believe that current exemptive orders permit these rollovers, but we cannot
assure that the Staff will accept this position or that we may not need
additional relief.
HOW THE TRUST WORKS
PRICING
Units are sold at net asset value; there is no sales fee. However, the Sponsor
collects a transaction fee to reimburse it for certain expenses. Purchases are
made by the Accounts on behalf of Contractowners.
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 Trust 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
9
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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
The Trust pays a transaction fee to the Sponsor, deducted from the Income
Account on each distribution date. Accrued transaction fees will be deducted at
the time of any interim redemption.
In addition, the Sponsor is currently reimbursed up to 45 cents per 1,000 Units
for providing portfolio supervisory, bookkeeping and administrative services and
for any other expenses properly chargeable to the Trust. While this fee may
exceed the amount of these costs and expenses attributable to the Trust, 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 receives a fee monthly. This fee includes an amount for estimated
organization 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 Trust 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 Trust and other legal fees and
expenses; and
o Trust termination expenses and any governmental charges.
The Trustee's and Sponsor's fees may be adjusted for inflation without
investors' approval.
If Trust expenses exceed initial estimates, the Trust will owe the excess. The
Trustee has a lien on Trust assets to secure reimbursement of Trust expenses and
may sell securities if cash is not available.
PORTFOLIO CHANGES
When the Accounts redeem Units, this affects the size and composition of the
Portfolio.
TERMINATION DATE
The Porfolio will terminate by May 1, 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 Accounts hold their Units in uncertificated form.
TRUST INDENTURE
The Trust 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
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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 Trust without an Account'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.
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 Trustee is The Bank of New York, Unit Trust Department, P.O. Box 974--Wall
Street Division, New York, New York 10268-0974.
11
<PAGE>
It is supervised by the Federal Deposit Insurance Corporation, the Board of
Governors of the Federal Reserve System and New York State banking authorities.
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 Trust is not an association taxable as a corporation for federal income tax
purposes. It is intended that Securities selected for inclusion in the Trust
will comply with any investment limitations required to assure favorable Federal
income tax treatment for the Contracts. For tax consequences to holders of
Contracts, see the Contract Prospectus.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Trust by calling
the Trustee. The supplemental information includes more detailed risk disclosure
and general information about the structure and operation of the Trust. The
supplemental information is also available from the SEC.
12
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsor, Trustee and Holders of Equity Investor Fund, 1999 ML Select Ten
V.I. Trust, Defined Asset Funds (the 'Trust'):
We have audited the accompanying statement of condition and the related defined
portfolio included in the prospectus of the Trust as of April 30, 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 Trust as of April 30, 1999
in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
April 30, 1999
STATEMENT OF CONDITION AS OF APRIL 30, 1999
TRUST PROPERTY
Investments--Contracts to purchase Securities(1).........$ 99,744.25
Cash................................................... 10,182.55
--------------------
Total.........................................$ 109,926.80
--------------------
--------------------
Interest of Holders of 97,407 Units of fractional
undivided interest outstanding:
Cost to investors(2)...................................$ 109,926.80
--------------------
Total.........................................$ 109,926.80
--------------------
--------------------
- ---------------
(1) Aggregate cost to the Trust of the securities listed under Defined
Portfolio determined by the Trustee at 4:00 p.m., Eastern time on April 29,
1999. The contracts to purchase securities are collateralized by an irrevocable
letter of credit which has been issued by DBS Bank, New York Branch, in the
amount of $99,817.45 and deposited with the Trustee. The amount of the letter of
credit includes $99,744.25 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 April 29, 1999. Units are
subject to accrual of the Sponsor's deferred transaction fee.
13
<PAGE>
Defined
Asset FundsSM
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most 1999 ML SELECT TEN V.I. TRUST
recent free Information (A Unit Investment Trust)
Supplement that gives more ---------------------------------------
details about the Trust, This Prospectus does not contain
by calling: complete information about the
The Bank of New York investment company filed with the
1-800-221-7771 Securities and Exchange Commission in
Washington, D.C. under the:
o Securities Act of 1933 (file no.
333-75671) 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 Trust not contained in this
Prospectus or the Information
Supplement, and you should not rely on
any other information.
---------------------------------------
When units of this Trust are no longer
available, this Prospectus may be used
as a preliminary prospectus for a
future trust, but some of the
information in this Prospectus will be
changed for that trust.
Units of any future trust may not be
sold nor may offers to buy be accepted
until that trust has become effective
with the Securities and Exchange
Commission. No units can be sold in any
State where a sale would be illegal.
100161RR--4/99
<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 Investor Fund, 1998
ML Select Ten V.I. Trust. 1933 Act File No. 333-50457).
1.1.1 --Form of Standard Terms and Conditions of Trust Effective
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to
the Registration Statement of Municipal Investment Trust Fund,
Multistate Series--48, 1933 Act File No. 33-50247).
1.2 --Form of Master Agreement Among Underwriters (incorporated by
reference to Exhibit 1.2 to the Registration Statement of The
Corporate Income Fund, One Hundred Ninety-Fourth Monthly
Payment Series, 1933 Act File No. 2-90925).
3.1 --Opinion of counsel as to the legality of the securities being
issued including their consent to the use of their names under
the heading 'How The Trust Works--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).
9.2 --Form of Fund Participation Agreement (incorporated by reference
to Exhibit 9.2 to the Registration Statement of Equity Investor
Fund, 1998 ML Select Ten V.I. Trust, 1933 Act File No.
333-50457).
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 30TH DAY OF
APRIL 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
APRIL 30, 1999
EQUITY INVESTOR FUND,
1999 ML SELECT TEN V.I. TRUST
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, 1999 ML Select Ten V.I. Trust, 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, 1999 ML Select Ten V.I. Trust,
Defined Asset Funds:
We consent to the use in this Registration Statement No. 333-75671 of our report
dated April 30, 1999, relating to the Statement of Condition of Equity Investor
Fund, 1999 ML Select Ten V.I. Trust, 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
April 30, 1999
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<ARTICLE> 6
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> APR-30-1999
<INVESTMENTS-AT-COST> 99,744
<INVESTMENTS-AT-VALUE> 99,744
<RECEIVABLES> 0
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<OTHER-ITEMS-ASSETS> 10,183
<TOTAL-ASSETS> 109,927
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<ACCUMULATED-NII-PRIOR> 0
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<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
