<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 3, 1999
REGISTRATION NO. 333-81879
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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
INSTITUTIONAL HOLDINGS PORTFOLIO
SERIES B
DEFINED ASSET FUNDS
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, NJ 08543-9051 DEAN WITTER REYNOLDS INC.
TWO WORLD TRADE
CENTER--59TH FLOOR
NEW YORK, NY 10048
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ. COPIES TO: DOUGLAS LOWE, ESQ.
P.O. BOX 9051 PIERRE DE SAINT PHALLE, DEAN WITTER REYNOLDS INC.
PRINCETON, NJ 08543-9051 ESQ. TWO WORLD TRADE
450 LEXINGTON AVENUE CENTER--59TH FLOOR
NEW YORK, NY 10017 NEW YORK, NY 10048
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.
THIS REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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DEFINED ASSET FUNDSSM
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EQUITY INVESTOR FUND
SELECT SERIES
INSTITUTIONAL HOLDINGS PORTFOLIO
SERIES B
(A UNIT INVESTMENT TRUST)
O SELECTION FROM STOCKS MOST WIDELY
HELD BY INSTITUTIONAL INVESTORS
-------------------------------------------------
The Securities and Exchange Commission has not
SPONSOR: approved or disapproved these Securities or
Merrill Lynch, passed upon the adequacy of this prospectus. Any
Pierce, Fenner & Smith representation to the contrary is a criminal
Incorporated offense.
Dean Witter Reynolds Inc. Prospectus dated September 3, 1999.
<PAGE>
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Defined Asset FundsSM
DEFINED ASSET FUNDSSM IS AMERICA'S OLDEST AND LARGEST FAMILY OF UNIT INVESTMENT
TRUSTS, WITH OVER $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
INCOME............................................... 7
RECORDS AND REPORTS.................................. 7
THE RISKS YOU FACE...................................... 7
CONCENTRATION RISK................................... 7
LITIGATION AND LEGISLATION RISKS..................... 8
SELLING OR EXCHANGING UNITS............................. 8
SPONSORS' SECONDARY MARKET........................... 8
SELLING UNITS TO THE TRUSTEE......................... 8
ROLLOVER/EXCHANGE OPTION............................. 9
HOW THE FUND WORKS...................................... 10
PRICING.............................................. 10
EVALUATIONS.......................................... 10
INCOME............................................... 10
EXPENSES............................................. 11
PORTFOLIO CHANGES.................................... 12
PORTFOLIO TERMINATION................................ 12
NO CERTIFICATES...................................... 12
TRUST INDENTURE...................................... 12
LEGAL OPINION........................................ 13
AUDITORS............................................. 13
SPONSORS............................................. 13
TRUSTEE.............................................. 13
UNDERWRITERS' AND SPONSORS' PROFITS.................. 13
PUBLIC DISTRIBUTION.................................. 14
CODE OF ETHICS....................................... 14
YEAR 2000 ISSUES..................................... 14
ADVERTISING AND SALES MATERIAL.......................... 14
TAXES................................................... 15
SUPPLEMENTAL INFORMATION................................ 17
FINANCIAL STATEMENTS.................................... 18
REPORT OF INDEPENDENT ACCOUNTANTS.................... 18
STATEMENT OF CONDITION............................... 18
2
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RISK/RETURN SUMMARY
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
o The Portfolio seeks capital appreciation by investing for a
period of about one year in a fixed portfolio of 20 common
stocks from the Amex Institutional Index, excluding
utilities, if any.
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 dividend income.
2. WHAT IS THE PORTFOLIO'S INVESTMENT STRATEGY?
o To select the 20 Portfolio stocks, we first began with the
Amex Institutional Index (excluding utilities, if any), a
capitalization-weighted index of the 75 stocks most widely
held among professionally managed institutional portfolios
with market values in excess of $100 million. While there
can be no guarantee of results, the strategy is designed to
produce a balanced portfolio of quality, large-cap stocks.
o We then applied a proprietary screening process that
consists of the following four individual tests which focus
on technical and fundamental factors to produce the
Portfolio stocks.
(1) Price Momentum: We selected the highest half of the
universe based on 1-year price return. We then ranked
the selected stocks based on the greatest 1-year return
improvement (current year return--prior year return).
(2) Recovery: We chose the lowest half of the universe
based on 3-year returns. We ranked the selected stocks
based on 1-year price return.
(3) Dividend Yield: We chose the highest half of the
universe based on dividend yield. We then ranked the
selected stocks based on 1-year price return.
(4) Price to Earnings Ratios: We chose stocks with the
lowest price to earnings ratio and ranked them based on
1-year price return.
o The final portfolio is chosen by selecting the top ranked
stock in each category in the following order:
Momentum; Recovery; Dividend Yield; and
Price/Earnings. The process is repeated until 20
stocks have been selected. If a stock in a particular
category has already been selected for the Portfolio,
the category in which the duplicate appears is
skipped, and a stock is chosen from the next category that
does not contain a duplicate.
o We plan to hold the stocks in the Portfolio for about one
year. At the end of the year, we will liquidate the
Portfolio and intend to apply the same Strategy to select a
new portfolio, if available.
o Each Select Series Institutional Holdings 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 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
Technology: 30%
Computers (15%)
Electronic Components-
Semiconductors (10%)
Internet Software ( 5%)
Oil/Services 20
Financial Services/Banking 15
Medical-Drugs/Healthcare 15
Aerospace/Defense Equipment 10
Brewery 5
Telecommunications 5
3
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Defined Portfolio
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Equity Investor Fund
Institutional Holdings Portfolio Series B
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. AlliedSignal, Inc. ALD 4.99% $ 62.3750 $ 22,445.00
2. America Online, Inc.* AOL 5.06 91.0625 22,765.63
3. American Express Company AXP 5.13 135.8750 23,098.75
4. Amgen, Inc.* AMGN 4.96 82.6875 22,325.63
5. Anheuser-Busch Companies, Inc. BUD 4.98 77.2500 22,402.50
6. BP Amoco Plc+ BPA 4.94 111.1875 22,237.50
7. Bristol-Myers Squibb Company BMY 5.05 71.0625 22,740.00
8. Chase Manhattan Corporation CMB 5.03 80.7500 22,610.00
9. Citigroup, Inc. C 5.09 44.0000 22,880.00
10. Hewlett-Packard Company HWP 4.90 104.9375 22,036.88
11. Intel Corporation INTC 4.93 85.3125 22,181.25
12. International Business Machines
Corporation IBM 5.03 125.8125 22,646.25
13. Johnson & Johnson JNJ 5.11 100.0000 23,000.00
14. Mobil Corporation MOB 4.92 100.6250 22,137.50
15. Motorola, Inc. MOT 5.02 90.3750 22,593.75
16. Royal Dutch Petroleum Company+ RD 4.94 61.6875 22,207.50
17. Schlumberger Limited SLB 4.99 64.1250 22,443.75
18. Sun Microsystems, Inc.* SUNW 4.95 79.5625 22,277.50
19. Texas Instruments, Inc. TXN 4.89 84.6250 22,002.50
20. United Technologies Corporation UTX 5.09 67.3125 22,886.25
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100.00% $ 449,928.14
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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 September 2, 1999, the business day prior to the initial
date of deposit. The value of the Securities on any subsequent business day
will vary.
* These stocks currently pay no dividends.
+ The issuer is a foreign corporation; dividends, if any, will be subject to
withholding taxes.
------------------------------------
The securities were acquired on September 2, 1999 and are represented entirely
by contracts to purchase the securities. A 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 a 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 a Sponsor may be an officer or director of one or more of the
issuers of the securities in the Portfolio. A 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. A 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. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE PORTFOLIO. THIS CAN
HAPPEN FOR VARIOUS REASONS, INCLUDING:
o Each screen of the quantitative, multi-disciplined stock
selection process involves an element of momentum. Momentum
strategies have historically underperformed in down
markets.
o Stock prices can be volatile.
o The Portfolio has invested in a limited subset of index
stocks, and therefore Portfolio performance may not keep
pace with index performance to the extent the index is
driven by stocks not held in the Portfolio.
o The proprietary screening process was performed on August
31, 1999, and the Portfolio is generally fixed. The Amex
Institutional Index is rebalanced quarterly, and may
otherwise change, and therefore the stocks in the Portfolio
will not always reflect the current Amex Institutional
Index. A subsequent application of the screens might yield
different stocks.
o Unlike the index, the stocks in the Portfolio are equally
weighted, and therefore a particular stock or group of
stocks may have a different impact on Portfolio returns
than it would have on index returns.
o Dividend rates on the stocks or share prices may decline
during the life of the Portfolio.
o Because the Portfolio is concentrated in stocks of the
technology industry, adverse developments in this industry
may affect the value of your units.
o The Portfolio may continue to purchase or hold the stocks
originally selected even though their market value or yield
may have changed, they may no longer be included in the
Amex Institutional Index
or they may be subject to sell
recommendations from one or more of the Sponsors.
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if 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 in a variety of industries.
The Portfolio is not appropriate for you if you are not
comfortable with the Strategy or are unwilling to take the
risk involved with an equity investment. It may not be
appropriate for you if you are seeking preservation of
capital or high current income.
6. 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
AS A % OF AMOUNT
NET PER 1,000
ASSETS UNITS
---------- -----------
.091% $ 0.90
Trustee's Fee
.071% $ 0.70
Portfolio Supervision,
Bookkeeping and
Administrative Fees
.041% $ 0.41
Other Operating Expenses
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.203% $ 2.01
TOTAL
ORGANIZATION COSTS per 1,000 units $ 1.98
(deducted from Portfolio assets at
the close of the initial offering
period)
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 January 1 and 15, February 1 and 15, and March 1 and
the first of each month thereafter through August 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 2.50%
$100,000 to $249,999 2.00%
$250,000 to $999,999 1.75%
$1,000,000 or more 1.00%
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
$318 $773 $1,253 $2,579
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7. HOW WOULD THE STRATEGY HAVE PERFORMED HISTORICALLY?
The following table compares hypothetical performance of the Strategy Stocks
(but not of any actual Portfolio) with actual performance of the Amex
Institutional Index(1) and the S&P 500 Index. The historic performance of this
strategy is an important consideration in choosing to invest in this Portfolio.
However, these results should not be the sole criteria for selecting this
Portfolio. Each step of the stock selection process involves an element of
momentum. Momentum strategies have historically underperformed in down markets;
however, the market has not experienced a down period during the fifteen years
shown below. In addition, the Portfolio is invested in a limited number 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. This
hypothetical performance is no assurance of future results of either the
Strategy or any Portfolio.
COMPARISON OF HYPOTHETICAL STRATEGY TOTAL RETURNS WITH
ACTUAL AMEX INSTITUTIONAL INDEX AND S&P 500 INDEX TOTAL RETURNS(2)
(STRATEGY FIGURES REFLECT DEDUCTION OF SALES FEES AND EXPENSES)
AMEX
S&P
INSTITUTIONAL 500
YEAR STRATEGY(3) INDEX(1) INDEX
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1984 0.0% 4.9% 6.0%
1985 38.1 31.1 31.4
1986 20.7 19.7 18.4
1987 11.4 6.6 5.7
1988 1.4 13.8 16.6
1989 29.3 33.2 31.1
1990 0.0 0.5 -3.2
1991 33.5 28.4 30.5
1992 4.9 4.1 7.7
1993 24.5 7.5 10.0
1994 -2.1 2.6 1.3
1995 39.9 39.7 37.1
1996 37.2 26.2 22.7
1997 37.5 34.0 33.1
1998 40.5 38.7 28.3
1999
(through 6/30/99) 12.5 11.8 12.3
15 1/2 YEAR
AVERAGE ANNUALIZED RETURN 20.2 18.8 18.0
AVERAGE ANNUALIZED RETURNS AS OF 12/31/98
3 YEAR 38.1% 32.9% 28.0%
5 YEAR 29.2 27.5 23.8
10 YEAR 23.3 20.5 19.0
15 YEAR 20.0 18.6 17.7
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(1) The Amex Institutional Index is a capitalization weighted index of the 75
stocks most widely held as equity investments among institutional
portfolios.
(2) To compute Total Returns, we add changes in market value and dividends that
would have been received during the year, and divide the sum by the opening
market value for the year. Return from a Portfolio will differ from
constructed Strategy returns for several reasons including the following:
o each Portfolio bears brokerage commissions in buying and selling stocks;
Strategy returns do not reflect any commissions;
o Strategy returns are for calendar years, while Portfolios begin and end
on various dates;
o units are bought and sold based on the closing stock prices on the
exchange, while Portfolios may buy and sell stocks at prices during the
trading day;
o Portfolios may not be fully invested at all times; and
o stocks in a Portfolio may not be weighted equally at all times.
(3) 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 PORTFOLIO MANAGED?
Unlike a mutual fund, the Portfolio is not managed and
stocks are not sold because of market changes. The Sponsors
monitor the portfolio and may instruct the Trustee to sell
securities under certain limited circumstances. However,
given the investment philosophy of the Portfolio, the
Sponsors are not likely to do so.
9. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from the Sponsors and other
broker-dealers. Some banks may offer units for sale through
special arrangements with the Sponsors, although certain
legal restrictions may apply. Employees of the Sponsors and
Sponsor affiliates and non-employee directors of the
Sponsors may purchase units at a reduced sales fee.
UNIT PRICE PER 1,000 UNITS $999.95
(as of September 2, 1999)
Unit price is based on the net asset value of the Portfolio
plus the up-front sales fee. Unit price also includes the
estimated organization costs shown on page 4, 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.
10. HOW DO I SELL UNITS?
You may sell your units at any time to the Sponsors 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.
11. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays distributions of any dividend income, net of
expenses, on the 25th of February and July 2000, if you own
units on the 10th of those 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
regardless of whether you reinvest your dividends in the
Portfolio. A portion of the dividend payments may be used
to pay expenses of the Portfolio. Foreign investors' shares
of dividends will generally be subject to withholding
taxes.
12. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You may choose to reinvest your distributions into
additional units of the Portfolio. You will pay only the
deferred sales fee 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 exchanges.
6
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WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any income it has received two times during its
life. Because the Portfolio generally pays dividends as they are received,
individual income payments will fluctuate based upon the amount of dividends
declared and paid by each issuer. Other reasons your income may vary are:
o changes in the Portfolio because of additional securities purchases or
sales;
o a change in the Portfolio's expenses; and
o the amount of dividends declared and paid.
There can be no assurance that any dividends will be declared or paid.
RECORDS AND REPORTS
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 annual tax information. This will also be sent to the IRS. You must report the
amount of income received during the year. Please contact your tax advisor in
this regard.
You may request audited financial statements of the Portfolio from the Trustee.
You may inspect records of Portfolio transactions at the Trustee's office during
regular business hours.
THE RISKS YOU FACE
CONCENTRATION RISK
When stocks in a particular industry make up 25% or more of the Portfolio, it is
said to be 'concentrated' in that industry, which makes the Portfolio less
diversified.
Here is what you should know about the Portfolio's concentration in technology
stocks. Technology stocks tend to be relatively volatile as compared to other
types of investments. These kinds of companies
o are rapidly developing and highly competitive, both domestically and
internationally;
o may be smaller and less seasoned companies with limited product lines,
markets or financial resources and limited management or marketing
personnel; and
o are affected by
--worldwide scientific and technological developments (and resulting
product obsolescence);
--government regulation;
--increase in material or labor costs;
--changes in distribution channels; and
--the need to manage inventory levels in line with product demand.
Other risk factors include:
o short product life cycles;
o aggressive pricing and reduced profit margins;
o dramatic and often unpredictable changes in growth rates;
o frequent new product introduction and the need to enhance existing
products; and
7
<PAGE>
o intense competition from large established companies and potential
competition from small start up companies.
Technology companies are also dependent to a substantial degree upon skilled
professional and technical personnel and there is considerable competition for
the services of qualified personnel in the industry.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Portfolio.
Future tax legislation could affect the value of the Portfolio by:
o reducing the dividends-received deduction or
o increasing the corporate tax rate resulting in less money available for
dividend payments.
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.
SPONSORS' 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 28 years, but
we could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by contacting your broker, dealer or financial
institution that holds your units in street name. Sometimes, additional
documents are needed such as a trust document, certificate of corporate
authority, certificate of death or appointment as executor, administrator or
guardian.
Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.
8
<PAGE>
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 may 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, the agent for the Sponsors 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 the next Institutional Holdings Portfolio if one is available.
If you hold your Units with one of the Sponsors and notify your financial
adviser by September 13, 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 Institutional
Holdings Portfolio. If you decide not to roll over your proceeds, you will
receive a cash distribution (or, if you so choose, an in-kind distribution)
after the Portfolio terminates.
The Portfolio will terminate by October 11, 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.
If your investment goals change and you continue to hold your Units, you may
exchange units of this Portfolio any time before this Portfolio terminates for
units of certain other Defined Asset Funds at a reduced sales fee. In addition,
you may exchange into this Fund from certain other Defined Asset Funds. To
exchange units, you should talk to your
9
<PAGE>
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 estimated organization costs will be deducted from the assets of the
Portfolio as of the close of the initial offering period.
The deferred sales fee is generally a charge of $17.50 per 1,000 units and is
accrued in ten installments. Units redeemed or repurchased prior to the accrual
of the final deferred sales fee installment will have the amount of any
remaining installments deducted from the redemption or repurchase proceeds or
deducted in calculating an in-kind distribution, however, this deduction will be
waived in the event of the death or disability (as defined in the Internal
Revenue Code of 1986) of an investor. The initial sales fee is equal to the
aggregate sales fee less the aggregate amount of any remaining installments of
the deferred sales fee.
It is anticipated that securities will not be sold to pay the deferred sales fee
until after the date of the last installment. Investors will be at risk for
market price fluctuations in the securities from the several installment accrual
dates to the dates of actual sale of securities to satisfy this liability.
EVALUATIONS
The Trustee values the securities on each business day (i.e., any day other than
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
If the securities are listed on a national securities exchange or the Nasdaq
National Market, evaluations are generally based on closing sales prices on that
exchange or that system or, if closing sales prices are not available, at the
mean between the closing bid and offer prices.
INCOME
o The annual income per unit, after deducting estimated annual Portfolio
expenses per unit, will depend primarily upon the amount of dividends declared
and paid by the issuers of the securities and changes in the expenses of the
Portfolio and, to a lesser degree, upon the level of purchases of additional
securities and 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
10
<PAGE>
estimated expenses. Because dividends on the securities are not received at a
constant rate throughout the year, any distribution may be more or less than
the amount then credited to the income account. The Trustee credits dividends
received to an Income Account and other receipts to a Capital Account. The
Trustee may establish a reserve account by withdrawing from 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 expenses for keeping the Portfolio's registration statement current;
o Portfolio termination expenses and any governmental charges.
o for extraordinary services and costs of indemnifying the Trustee and the
Sponsors; and
o costs of actions taken to protect the Portfolio and other legal fees and
expenses;
The Sponsors are 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 Sponsors.
Amex receives a minimal annual fee from the Portfolio to cover its license to
the Sponsors of the use of the trademarks and trade names 'Amex' and other
trademarks and trade names, and the Amex Holdings Index. 'American Stock
Exchange', 'Amex' and 'Amex Institutional Index' are trademarks of the American
Stock Exchange, LLC, a subsidiary of the NASD, and have been licensed for use by
Defined Asset FundsSM. The Fund is not sponsored, managed, sold or promoted by
the American Stock Exchange. The American Stock Exchange does not guaranty the
accuracy or completeness of the Amex Institutional Index.
The Trustee's and Sponsors' 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 Sponsors 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.
11
<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 among the Sponsors 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 Sponsors 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 Sponsors. The Sponsors 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 Sponsors determine 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 Sponsors without the consent of investors. The
resignation or removal of the Trustee becomes effective when a successor accepts
appointment. The Sponsors 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.
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining
12
<PAGE>
Sponsors and the Trustee may appoint a replacement.
If there is only one Sponsor and it 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 Sponsors.
Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.
LEGAL OPINION
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsors, 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.
SPONSORS
The Sponsors are:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
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 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.
UNDERWRITERS' AND SPONSORS' PROFITS
Underwriters receive sales charges when they sell units. The Sponsors also
realize a profit or loss on deposit of the securities shown under Defined
Portfolio. Any cash made available by you to the Sponsors before the settlement
date for those units may be used in the Sponsors' businesses to the extent
permitted by federal law and may benefit the Sponsors.
The Sponsors or Underwriters may realize profits or sustain losses on stocks in
the Portfolio which were acquired from underwriting syndicates of which they
were a member.
13
<PAGE>
During the initial offering period, the Sponsors also may realize profits or
sustain losses on units they hold due to fluctuations in the price per unit. The
Sponsors experienced a loss of $239.50 on the initial deposit of the securities.
Any profit or loss to the Portfolio will be effected by the receipt of
applicable sales charges and a gain or loss on subsequent deposits of
securities. In maintaining a secondary market, the Sponsors will also realize
profits or sustain losses in the amount of any difference between the prices at
which they buy units and the prices at which they resell or redeem them.
PUBLIC DISTRIBUTION
During the initial offering period, units will be distributed to the public by
the Sponsors and dealers who are members of the National Association of
Securities Dealers, Inc.
Dealers will be entitled to the concession stated below on Units sold or
redeemed.
DEALER CONCESSION AS
A % OF PUBLIC
AMOUNT PURCHASED OFFERING PRICE
---------------------------- --------------------
Less than $50,000 2.00%
$50,000 to $99,999 1.80%
$100,000 to $249,999 1.45%
$250,000 to $999,999 1.25%
$1,000,000 and over 0.50%
The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to sell units in any country where
units cannot lawfully be sold.
CODE OF ETHICS
Merrill Lynch, as agent for the Sponsors, 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.
ADVERTISING AND SALES MATERIAL
Sales material may discuss developing a long-term financial plan, working with
your financial professional; the nature and risks of various investment
strategies and Defined Asset Funds that could help you toward your financial
goals and the importance of discipline; how securities are selected for these
funds, how the funds are created and operated, features such as convenience and
costs, and options available for certain types of funds including automatic
reinvestment, rollover, exchanges and redemption. It may also summarize some
similarities and differences with mutual funds and discuss the philosophy of
spending time in the market rather than trying to time the market, including
probabilities of negative returns over various holding periods.
14
<PAGE>
Advertising and sales literature may contain cumulative past performance of the
hypothetical Strategy, either in dollars or average annualized returns (changes
in market prices with dividends reinvested at year ends) for various periods,
compared to the Standard & Poor's 500 Index, the S&P Industrial Index, the Dow
Jones Industrial Average and the Amex Institutional Index. Strategy figures
reflect deduction of Portfolio sales charges and estimated expenses. Sales
material may also illustrate hypothetical Strategy results of regular
accumulations and withdrawals of specified sums and discuss possible tax
savings.
While indexing attempts to mirror market trends, the Portfolio's screening
process selects stocks from a major index for a combination of value, capital
appreciation potential and current dividend income. Because of this disciplined
screening process, investors are relieved of making individual buy and sell
decisions.
TAXES
The following summary describes some of the important 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), when you exchange units for units of another
Defined Asset Fund, 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. 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 recognize
gain or loss only with respect to your share of those Securities that are not
rolled over into the new portfolio. You will not recognize gain or loss with
respect to your share of those Securities that are rolled over and your basis in
those Securities will remain the same as before the rollover.
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
15
<PAGE>
produces the gain or loss for more than one year and short-term otherwise.
Because the deductibility of capital losses is subject to limitations, you may
not be able to deduct all of your capital losses. You should consult your tax
adviser in this regard.
YOUR TAX BASIS IN THE SECURITIES
Your aggregate tax basis in your units will be equal to the cost of the units,
including the sales fee. 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 charges or organizational expenses. The
tax reporting form and annual statements you receive will be based on the net
amounts paid to you, from which these expenses will already be deducted. 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.
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 your share of dividends received by the Portfolio.
You should consult your tax adviser about the possible application of federal,
state and local, and foreign taxes.
RETIREMENT PLANS
You may wish to purchase units for an Individual Retirement Account ('IRAs') or
other retirement plan. Generally, capital gains and income received in each of
these plans are exempt from federal taxation. All distributions from these types
of plans are generally treated as ordinary income but may, in some cases, be
eligible for tax-deferred rollover treatment. You should consult your attorney
or tax adviser about the specific tax rules relating to these plans. These plans
are offered by brokerage firms, including the Sponsors 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.
16
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Equity Investor Fund, Select Series,
Institutional Holdings Portfolio, Series B, 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 September 3, 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 September
3, 1999 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
September 3, 1999
STATEMENT OF CONDITION AS OF SEPTEMBER 3, 1999
TRUST PROPERTY
Investments--Contracts to purchase Securities(1).........$ 449,928.14
--------------------
Total.........................................$ 449,928.14
--------------------
--------------------
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsors for organization
expenses(2).......................................$ 899.85
--------------------
Subtotal 899.85
--------------------
Interest of Holders of 454,472 Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)...................................$ 454,449.28
Gross underwriting commissions and organization
expenses(5)(2)....................................... (5,420.99)
--------------------
Subtotal 449,028.29
--------------------
Total.........................................$ 449,928.14
--------------------
--------------------
- ---------------
(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
September 2, 1999. The contracts to purchase securities are collateralized by an
irrevocable letter of credit which has been issued by DG Bank, New York Branch,
in the amount of $450,167.64 and deposited with the Trustee. The amount of the
letter of credit includes $449,928.14 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 $1.98 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 actual organization costs
exceed the estimated amount shown above, the Sponsors will pay 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 $999.95 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 September 2, 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 January 1 and 15, February 1 and 15, and March 1 and the 1st day of each
month thereafter through August 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 Sponsors will be satisfied. If units are
redeemed prior to August 1, 2000, the remaining portion of the distribution
applicable to such units will be transferred to such account on the redemption
date.
18
<PAGE>
Defined
Asset FundsSM
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most SELECT SERIES
recent free Information INSTITUTIONAL HOLDINGS PORTFOLIO
Supplement that gives more SERIES B
details about the Fund, (A Unit Investment Trust)
by calling: ---------------------------------------
The Chase Manhattan Bank This Prospectus does not contain
1-800-323-1508 complete information about the
investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
o Securities Act of 1933 (file no.
333-81879) 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.
100195RR--9/99
<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 each of the Depositors are incorporated by reference
to Item A of Part II to the Registration Statement on Form S-6 under the
Securities Act of 1933 for Municipal Investment Trust Fund, Monthly Payment
Series--573 Defined Asset Funds (Reg. No. 333-08241).
II. The date of organization of each of the Depositors is set forth in Item B
of Part II to the Registration Statement on Form S-6 under the Securities Act of
1933 for Municipal Investment Trust Fund, Monthly Payment Series--573 Defined
Asset Funds (Reg. No. 333-08241) and is herein incorporated by reference
thereto.
III. The Charter and By-Laws of each of the Depositors are incorporated herein
by reference to Exhibits 1.3 through 1.12 to the Registration Statement on Form
S-6 under the Securities Act of 1933 for Municipal Investment Trust Fund,
Monthly Payment Series--573 Defined Asset Funds (Reg. No. 333-08241).
IV. Information as to Officers and Directors of the Depositors has been filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934 and is incorporated by reference to the SEC
filings indicated and made a part of this Registration Statement:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 8-7221
Dean Witter Reynolds Inc. ................................ 8-14172
------------------------------------
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsors and Trustee are as follows:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 13-5674085
Dean Witter Reynolds Inc. ................................ 94-0899825
The Chase Manhattan Bank, Trustee......................... 13-4994650
UNDERTAKING
The Sponsors undertake that they will not make any amendment to the Supplement
to this Registration Statement which includes material changes without
submitting the amendment for Staff review prior to distribution.
II-1
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
The Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The following exhibits:
1.1 --Form of Trust Indenture (incorporated by reference to Exhibit
1.1 to the Registration Statement of Equity Income Fund, Select
S&P Industrial Portfolio 1997 Series A. 1933 Act File No.
33-05683.
1.1.1 --Form of Standard Terms and Conditions of Trust Effective
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to
the Registration Statement of Municipal Investment Trust Fund,
Multistate Series--48, 1933 Act File No. 33-50247).
1.2 --Form of Master Agreement Among Underwriters (incorporated by
reference to Exhibit 1.2 to the Registration Statement of The
Corporate Income Fund, One Hundred Ninety-Fourth Monthly Pay-
ment Series, 1933 Act File No. 2-90925).
3.1 --Opinion of counsel as to the legality of the securities being
issued including their consent to the use of their names under
the heading 'How the Fund Works--Legal Opinion' in the
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. 33-70593).
R-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 3RD DAY OF
SEPTEMBER, 1999.
SIGNATURES APPEAR ON PAGES R-3 AND R-4
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Board of Directors of Merrill Form SE and the following 1933 Act
Lynch, Pierce, File
Fenner & Smith Incorporated: Number: 333-70593
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>
DEAN WITTER REYNOLDS INC.
DEPOSITOR
By the following persons, who constitute Powers of Attorney have been filed
a majority of under Form SE and the following 1933
the Board of Directors of Dean Witter Act File Numbers: 33-17085,
Reynolds Inc.: 333-13039 and 333-47553
RICHARD M. DeMARTINI
RAYMOND J. DROP
JAMES F. HIGGINS
MITCHELL M. MERIN
STEPHEN R. MILLER
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
By
MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)
R-4
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EXHIBIT 3.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
SEPTEMBER 3, 1999
Equity Investor Fund
Select Series
Institutional Holdings Portfolio Series B
Defined Asset Funds
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Dean Witter Reynolds Inc.
c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
Defined Asset Funds
P.O. Box 9051
Princeton, NJ 08543-9051
Dear Sirs:
We have acted as special counsel for you, as sponsors (the Sponsors) of
Equity Investor Fund, Select Series, Institutional Holdings Portfolio Series B,
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 Sponsors 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
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EXHIBIT 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of Equity Investor Fund, Select Series, Institutional
Holdings Portfolio, Series B,
Defined Asset Funds:
We consent to the use in this Registration Statement No. 333-81879 of our report
dated September 3, 1999, relating to the Statement of Condition of Equity
Investor Fund, Select Series, Institutional Holdings Portfolio Series B, 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
September 3, 1999
