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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 1999
REGISTRATION NO. 333-80635
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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
SELECT SERIES
PRINCIPLED VALUES PORTFOLIO SERIES 4
DEFINED ASSET FUNDS
B. NAMES 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. NAME AND COMPLETE ADDRESS OF AGENT 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 Registration Statement shall become
effective upon filing on July 12, 1999, pursuant to Rule 487.
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DEFINED ASSET FUNDSSM
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EQUITY INVESTOR FUND
SELECT SERIES
PRINCIPLED VALUES PORTFOLIO SERIES 4
(A UNIT INVESTMENT TRUST)
O DESIGNED FOR CAPITAL APPRECIATION
O SOCIALLY RESPONSIBLE EQUITY INVESTMENT
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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 July 12, 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, 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
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RISK/RETURN SUMMARY..................................... 3
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT................ 7
INCOME............................................... 7
RECORDS AND REPORTS.................................. 7
THE RISKS YOU FACE...................................... 7
LITIGATION AND LEGISLATION RISKS..................... 7
SELLING OR EXCHANGING UNITS............................. 7
SPONSOR'S SECONDARY MARKET........................... 7
SELLING UNITS TO THE TRUSTEE......................... 7
ROLLOVER/EXCHANGE OPTION............................. 8
HOW THE FUND WORKS...................................... 9
PRICING.............................................. 9
EVALUATIONS.......................................... 9
INCOME............................................... 10
EXPENSES............................................. 10
PORTFOLIO CHANGES.................................... 10
PORTFOLIO TERMINATION................................ 11
NO CERTIFICATES...................................... 11
TRUST INDENTURE...................................... 11
LEGAL OPINION........................................ 12
AUDITORS............................................. 12
SPONSOR.............................................. 12
TRUSTEE.............................................. 12
UNDERWRITER'S AND SPONSOR'S PROFITS.................. 12
PUBLIC DISTRIBUTION.................................. 12
CODE OF ETHICS....................................... 13
YEAR 2000 ISSUES..................................... 13
TAXES................................................... 13
SUPPLEMENTAL INFORMATION................................ 15
FINANCIAL STATEMENTS.................................... 16
REPORT OF INDEPENDENT ACCOUNTANTS.................... 16
STATEMENT OF CONDITION............................... 16
2
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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: 24%
Computers (12%)
Electronics components (8%)
Semiconductors (4%)
o Banks 8
o Food 8
o Home Furnishings 8
o Retail 8
o Chemicals 4
o Cosmetics/Personal Care 4
o Distribution/Wholesale 4
o Forest Products & Paper 4
o Hand/Machine Tools 4
o Health Care 4
o Household Products/Ware 4
o Insurance 4
o Machinery-Diversified 4
o Telephone 4
o Transportation 4
3
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Defined Portfolio
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Equity Investor Fund
Select Series
Principled Values Portfolio Series 4
Defined Asset Funds
<TABLE>
<CAPTION>
PRICE
TICKER PERCENTAGE PER SHARE COST
NAME OF ISSUER SYMBOL OF PORTFOLIO (1) TO PORTFOLIO TO PORTFOLIO (2)
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<S> <C> <C> <C> <C>
1. Adaptec, Inc. ADPT 4.09% $ 39.9375 $ 10,783.13
2. Aetna, Inc. AET 4.03 88.6250 10,635.00
3. Allergan, Inc. AGN 4.05 106.6875 10,668.75
4. Applied Materials, Inc. AMAT 3.93 74.1250 10,377.50
5. Avery Dennison Corporation AVY 4.07 63.0625 10,720.63
6. FDX Corporation FDX 3.86 48.4375 10,171.88
7. Genuine Parts Company GPC 4.00 35.1875 10,556.25
8. Hewlett-Packard Company HWP 4.05 106.6875 10,668.75
9. J.C. Penney Company, Inc. JCP 3.79 45.4375 9,996.25
10. J.P. Morgan & Company, Inc. JPM 4.25 140.2500 11,220.00
11. Kimberly-Clark Corporation KMB 3.93 54.5625 10,366.88
12. The Limited, Inc. LTD 3.97 47.5625 10,463.75
13. Maytag Corporation MYG 3.97 69.8750 10,481.25
14. PE Biosystems Group PEB 4.09 119.8125 10,783.13
15. Praxair, Inc. PX 3.99 50.0625 10,513.13
16. Quaker Oats Company OAT 3.88 68.2500 10,237.50
17. Solectron Corporation SLR 4.09 71.9375 10,790.63
18. Stanley Works SWK 4.00 31.0000 10,540.00
19. Sun Microsystems, Inc. SUNW 4.15 72.9375 10,940.63
20. SUPERVALU, INC. SVU 4.03 25.3125 10,631.25
21. Telephone and Data Systems,
Inc. TDS 3.88 73.1250 10,237.50
22. Texas Instruments, Inc. TXN 3.89 146.5625 10,259.38
23. Wells Fargo Company WFC 3.94 45.1875 10,393.13
24. Westvaco Corporation W 3.97 30.8125 10,476.25
25. Whirlpool Corporation WHR 4.10 72.1250 10,818.75
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100.00% $ 263,731.30
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</TABLE>
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(1) Based on Cost to Portfolio.
(2) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on July 9, 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.
<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*
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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 13.95
1999 (through 6/30) 12.34 12.38
Average Annualized
Total Return 21.76 12.77
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Returns represent price changes plus dividends reinvested.
* Source: Ibbotson Associates. Used with permission. All rights reserved.
The Portfolio does not reflect any investment
recommendations of the Sponsor, and any one or more of the
stocks in the Portfolio may, from time to time, be subject
to sell recommendations from the Sponsor.
5. HOW HAVE PRINCIPLED VALUES PORTFOLIOS PERFORMED IN THE PAST?
The following table shows the actual annualized pre-tax
returns to investors who bought Principled Values Portfolio
Series 1 in 1998 and who rolled over their investment into
Series 3 in 1999. The returns assume that investors
reinvested all dividends and paid the maximum sales fees.
These figures reflect terminations through the quarter ended
June 30, 1999. Of course, past performance is no indication
of future results.
CUMULATIVE PERFORMANCE
(INCLUDING ANNUAL ROLLOVER)
THROUGH 6/30/99
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STARTING DATE ANNUALIZED RETURN
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1/8/98 25.01%
LATEST COMPLETED PORTFOLIO
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TERM ANNUALIZED RETURN
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1/8/98-2/19/99 20.47%
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 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.
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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.
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
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.091% $ 0.90
Trustee's Fee
.071% $ 0.70
Portfolio Supervision,
Bookkeeping and
Administrative Fees
.154% $ 1.53
Other Operating Expenses
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.316% $ 3.13
TOTAL
ORGANIZATION COSTS per 1,000 units $ 4.38
(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 November 1, November 15, December 1 and December 15,
1999 and thereafter on the first of each month through
June 1, 2000).
The maximum sales fees are as follows:
YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
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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
$353 $878 $1,430 $2,933
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.
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UNIT PRICE PER 1,000 UNITS $999.88
(as of July 9, 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
$4.38 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.
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 and May, 2000, if
you own units on the 10th of these months. 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
distributions 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.
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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
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.
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
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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
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 July 14, 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.
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The Portfolio will terminate by August 18, 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 securities 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.
The deferred sales fee is generally a charge of $17.50 per 1,000 units and is
accrued in ten installments of $1.75 per 1,000 units. 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
9
<PAGE>
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.
The Sponsor is currently reimbursed up to 70 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.
10
<PAGE>
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;
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:
11
<PAGE>
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.
TRUSTEE
The Chase Manhattan Bank, Unit Investment Trust Department, 4 New York Plaza,
6th Floor, New York, New York 10004, 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 $216.25 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
12
<PAGE>
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 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.
You will be considered to receive your share of any dividends paid when those
dividends are received by the Portfolio. Income from dividends will be taxed at
ordinary income rates. If you are a corporate investor, you may be eligible for
the dividends received deduction if you satisfy the applicable holding period
and other requirements. You should consult your tax adviser in this regard.
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 an 'in-kind'
distribution to you of your proportional share of the Portfolio Securities,
whether it is in
13
<PAGE>
redemption of your units or upon termination of the Portfolio. 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 units that you have purchased for cash will be equal
to the cost of the units, including the sales fee. Your aggregate tax basis in
units that you hold as a result of a rollover from an earlier portfolio will
equal your basis in Securities that have been rolled over from the previous
portfolio plus the proceeds (other than proceeds that were paid to you) from the
sale of Securities from the portfolio which were not rolled over. You should not
increase your basis in your units by deferred sales fees or organizational
expenses. Your basis for Securities distributed to you will be the same as the
portion of your basis in your units that is attributable to the distributed
Securities. 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% 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, $126,600 or
$63,300 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.
14
<PAGE>
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 4, 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 July 12, 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 July 12,
1999 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
July 12, 1999
STATEMENT OF CONDITION AS OF JULY 12, 1999
TRUST PROPERTY
Investments--Contracts to purchase Securities(1).........$ 263,731.30
--------------------
Total.........................................$ 263,731.30
--------------------
--------------------
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsor for organization
expenses(2).......................................$ 1,166.81
--------------------
Subtotal 1,166.81
--------------------
Interest of Holders of 266,395 Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)...................................$ 266,363.03
Gross underwriting commissions and organization
expenses(5)(2)....................................... (3,798.54)
--------------------
Subtotal 262,564.49
--------------------
Total.........................................$ 263,731.30
--------------------
--------------------
- ---------------
(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 July
9, 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 $263,947.55 and deposited with the Trustee. The amount of the
letter of credit includes $263,731.30 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 $4.38 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. If the actual organization costs
exceed the estimated aggregate amount shown above, the Sponsor will pay for
this excess amount.
(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 $999.88 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 July 9, 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 November 1, November 15, December 1 and December 15, 1999 and thereafter on
the 1st day of each month through June 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
16
<PAGE>
June 1, 2000, the remaining portion of the distribution applicable to such units
will be transferred to such account on the redemption date.
17
<PAGE>
Defined
Asset FundsSM
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most SELECT SERIES, PRINCIPLED VALUES
recent free Information PORTFOLIO SERIES 4
Supplement that gives more (A Unit Investment Trust)
details about the Trust, ---------------------------------------
by calling: This Prospectus does not contain
The Chase Manhattan Bank complete information about the
1-800-323-1508 investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
o Securities Act of 1933 (file no.
333-80635) 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.
100178RR--7/99
<PAGE>
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
A. The following information relating to the Depositor is incorporated by
reference to the SEC filings indicated and made a part of this Registration
Statement.
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
filing 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 Chase Manhattan Bank, Trustee......................... 13-4994650
II-1
<PAGE>
SERIES OF EQUITY INVESTOR FUND
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933
SEC
SERIES NUMBER FILE NUMBER
- --------------------------------------------------------------------------------
Select Series, Principled Values Portfolio.................. 333-32181
S&P Industrial Portfolio 1998 Series H...................... 333-64577
CONTENTS OF REGISTRATION STATEMENT
This 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 from the
Cross-Reference Sheet of the Registration Statement of Defined Asset Funds
Municipal Insured Series, 1933 Act File No. 33-54565).
The Prospectus.
The Signatures.
The following exhibits:
1.1 --Form of Trust Indenture (incorporated by reference to Exhibit 1.1 to
Amendment No. 2 to the Registration Statement on Form S-6 of Equity
Income Fund, Select Growth Portfolio--1995 Series 2, Defined Asset
Funds, Reg. No. 33-58535).
1.1.1 --Form of Standard Terms and Conditions of Trust Effective as of 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 under the Securities Act
of 1933 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 name under the heading
'How The Fund 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 Income Fund, Select Ten Portfolio
1996 International Series B (United Kingdom and Japan Portfolios),
1933 Act File No. 33-00593).
R-1
<PAGE>
SIGNATURES
The registrant hereby identifies the series numbers of 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 12TH DAY OF
JULY, 1999.
SIGNATURE APPEARS 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
By 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
JULY 12, 1999
EQUITY INVESTOR FUND,
SELECT SERIES,
PRINCIPLED VALUES PORTFOLIO SERIES 4
DEFINED ASSET FUNDS
C/O MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, N.J. 08543-9051
(609) 282-8500
Dear Sirs:
We have acted as special counsel for you, as sponsor (the 'Sponsor') of
Equity Investor Fund, Select Series, Principled Values Portfolio Series 4,
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 Sponsors 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 Investsor Fund,
Select Series, Principled Values Portfolio Series 4,
Defined Asset Funds:
We consent to the use in this Registration Statement No. 333-80635 of our
opinion dated July 12, 1999, relating to the Statement of Condition of Equity
Investor Fund, Select Series, Principled Values Portfolio Series 4, 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, N.Y.
July 12, 1999
