<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 1999
REGISTRATION NO. 333-88993
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
AMENDMENT NO. 1
TO
FORM S-6
-------------------------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
-------------------------------------
A. EXACT NAME OF TRUST:
EQUITY INVESTOR FUND
FOCUS SERIES
2000 YEAR AHEAD INTERNATIONAL PORTFOLIO
DEFINED ASSET FUNDS
B. NAME OF DEPOSITOR:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
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<S> <C> <C>
MERRILL LYNCH, PIERCE,
FENNER &
SMITH INCORPORATED
UNIT INVESTMENT TRUST
DIVISION
P.O. BOX 9051
PRINCETON, NJ 08543-9051
</TABLE>
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
<TABLE>
<CAPTION>
<S> <C> <C>
COPIES TO:
PIERRE DE SAINT PHALLE,
TERESA KONCICK, ESQ. ESQ.
P.O. BOX 9051 450 LEXINGTON AVENUE
PRINCETON, NJ 08543-9051 NEW YORK, NY 10017
</TABLE>
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 will become
effective upon filing on December 13, 1999, pursuant to Rule 487.
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<PAGE>
DEFINED ASSET FUNDS-SM-
----------------------------------------------------
EQUITY INVESTOR FUND
FOCUS SERIES
2000 YEAR AHEAD
INTERNATIONAL PORTFOLIO
(A UNIT INVESTMENT TRUST)
- CAPITAL APPRECIATION
- PROFESSIONAL SELECTION
- REINVESTMENT OPTION
Merrill Lynch,
Pierce, Fenner & Smith
Incorporated -----------------------------------------------------
Defined Asset Funds The Securities and Exchange Commission has not
P.O. Box 9051 approved or disapproved these Securities or passed
Princeton, N.J. upon the adequacy of this prospectus. Any
08543-9051 representation to the contrary is a criminal offense.
(609) 282-8500 Prospectus dated December 13, 1999.
<PAGE>
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Def ined 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, and domestic and international equity
portfolios.
Defined Asset Funds offer a number of advantages:
- A disciplined strategy of buying and holding with a long-term view is the
cornerstone of Defined Asset Funds.
- Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
funds are not managed and portfolio changes are limited.
- Defined Portfolios: We choose the stocks and bonds in advance, so you know
what you're investing in.
- Professional research: Our dedicated research team seeks out stocks or bonds
appropriate for a particular fund's objectives.
- 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.
<TABLE>
<S> <C>
CONTENTS
PAGE
--
Risk/Return Summary.................. 3
What You Can Expect From Your
Investment......................... 6
Income............................. 6
Records and Reports................ 6
The Risks You Face................... 6
Foreign Issuer Risk................ 6
Concentration Risk................. 7
Litigation Risks................... 8
Selling or Exchanging Units.......... 8
Sponsor's 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.................. 11
Portfolio Termination.............. 12
No Certificates.................... 12
Trust Indenture.................... 12
Legal Opinion...................... 13
Auditors........................... 13
Sponsor............................ 13
Trustee............................ 13
Underwriter's and Sponsor's
Profits.......................... 13
Public Distribution................ 14
Code of Ethics..................... 14
Year 2000 Issues................... 14
Advertising and Sales Literature... 14
Taxes................................ 14
Supplemental Information............. 16
Statement of Condition............... 17
</TABLE>
2
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RISK/RETURN SUMMARY
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1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
The Portfolio seeks capital appreciation
by investing in a fixed portfolio of 12
international 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 and principal distributions, if
any.
2. WHAT IS THE PORTFOLIO'S INVESTMENT
STRATEGY?
- The Portfolio contains 12 common stocks
from 9 different countries, selected for
capital appreciation.
- The securities were selected by analysts
from the Merrill Lynch Global Research
and Economics group, one of the
top-ranked equity research teams, for
their potential growth over the coming
year.
- Each Year Ahead 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.
- The stocks will be held in the Portfolio
for about one year. At the end of the
year, we will liquidate the Portfolio
and apply a similar Strategy to select a
new portfolio, if available.
3. WHAT COUNTRIES AND INDUSTRIES ARE
REPRESENTED IN THE PORTFOLIO?
The Portfolio is diversified among 9
countries.
Based upon current market values, the
following countries are represented in
the Portfolio:
</TABLE>
<TABLE>
APPROXIMATE
PORTFOLIO
PERCENTAGE
- Japan 26%
<S> <C> <C>
-
China 16
-
Spain 9
-
Switzerland 9
-
Australia 8
-
Finland 8
-
Germany 8
-
Ireland 8
-
United Kingdom 8
</TABLE>
<TABLE>
<C> <S>
Based upon the principal business of each
issuer and current market values, the
following industries are represented in
the Portfolio:
</TABLE>
<TABLE>
- Telecommunication Equipment/Services 25%
<C> <S>
- Banking 17
- Electronic Components 9
- Instruments-Controls 9
- Audio/Visual Products 8
- Building & Construction Products 8
- Diversified Operations 8
- Multimedia 8
- Oil 8
</TABLE>
<TABLE>
<C> <S>
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE
PORTFOLIO. THIS CAN HAPPEN FOR VARIOUS
REASONS, INCLUDING:
- Stock prices can be volatile generally,
and international stock prices can be
extremely volatile.
- Share prices may decline during the life
of the Portfolio. The opinions of Merrill
Lynch research analysts may change during
the year.
- Because the Portfolio is concentrated in
the telecommunications industry, adverse
developments in this industry may affect
the value of your units. See Concentration
Risk.
- The Portfolio contains only securities of
foreign issuers and is specifically
concentrated in securities of Japanese
issuers. See Concentration Risk.
- The Sponsor reserves the right to advance
the rollover date based on the timing of
next year's announcement of the new Year
Ahead securities recommendations. This
could result in ineligibility for
long-term capital gains treatment for any
securities not rolled into the next Year
Ahead portfolio to the extent available.
</TABLE>
3
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Defined Portfolio
- -------------------------------------------------------------------
Equity Investor Fund
Focus Series 2000 Year Ahead International Portfolio
Defined Asset Funds
<TABLE>
<CAPTION>
PRICE
PER SHARE COST
PERCENTAGE OF TO PORTFOLIO TO PORTFOLIO
LOCATION OF ISSUER NAME OF ISSUER PORTFOLIO(1) IN U.S. DOLLARS IN U.S. DOLLARS(2)
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
Australia 1. The News Corporation Limited 8.09% $ 39.8750 $ 26,716.25
China 2. HSBC Holdings PLC* 8.18 13.5066 27,013.12
3. Hutchinson Whampoa Limited 8.29 13.6995 27,399.02
Finland 4. Nokia Corporation 8.16 168.4375 26,950.00
Germany 5. Deutsche TeleKom AG 8.17 60.0000 27,000.00
Ireland 6. CRH PLC 8.16 19.1325 26,976.78
Japan 7. Kyocera Corporation 8.78 138.1250 29,006.25
8.Nippon Telegraph & Telephone 8.33 86.0000 27,520.00
Corporation
9. SONY Corporation 8.50 187.3125 28,096.88
Spain 10.Banco Santander Central Hispano, 8.43 11.5625 27,865.63
SA
Switzerland 11. Mettler-Toledo International, 8.65 38.6250 28,582.50
Inc.+
United Kingdom 12. BP Amoco PLC 8.26 60.6250 27,281.25
------
100.00% $ 330,407.68
====== =============
</TABLE>
- --------------------------
(1) Based on Cost to Portfolio.
(2) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on December 10, 1999, the business day prior to the initial
date of deposit. The value of the Securities on any subsequent business day
will vary.
* This holding company is based in the United Kingdom, but the stock is traded
in both Hong Kong and the United Kingdom.
+ This stock currently pays no dividends.
--------------------------------
The securities were acquired on December 10, 1999 and are represented entirely
by contracts to purchase the securities. The Sponsor may have acted as
underwriter, manager or co-manager of a public offering of the securities in
this Portfolio during the last three years. Affiliates of the Sponsor may serve
as specialists in the securities in this Portfolio on one or more stock
exchanges and may have a long or short position in any of these securities or
options on any of them, and may be on the opposite side of public orders
executed on the floor of an exchange where the securities are listed. An
officer, director or employee of any of the Sponsors 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)
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- The Portfolio may continue to purchase or
hold the stocks originally selected even
though their market value or analysts'
opinions may have changed.
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want capital appreciation and
are willing to invest a portion of your
equity portfolio in international common
stocks. You will benefit from a
professionally selected and supervised
portfolio.
The Portfolio is NOT appropriate for you
if you are not comfortable with the
Strategy or are unwilling to take the
increased risk involved in an
international equity investment. It may
not be appropriate for you if you are
seeking preservation of capital or high
current income.
</TABLE>
<TABLE>
<C> <S>
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.
</TABLE>
<TABLE>
.091 % $0.90
Trustee's Fee
.071 % $0.70
Portfolio Supervision,
Bookkeeping and
Administrative Fees
<CAPTION>
ESTIMATED ANNUAL OPERATING EXPENSES
AS A % OF AMOUNT
NET PER 1,000
ASSETS UNITS
--------- ---------
<C> <S> <C> <C>
.073 % $0.73
Other Operating Expenses
------- -----
.235 % $2.33
TOTAL
</TABLE>
<TABLE>
<C> <S> <C>
ORGANIZATION COSTS per 1,000 units $2.67
(deducted from Portfolio assets at
the close of the initial offering
period)
</TABLE>
<TABLE>
<C> <S> <C>
INVESTOR FEES
2.75%
Maximum Sales Fee (Load) on new
purchases (as a percentage of $1,000
invested)
</TABLE>
<TABLE>
<C> <S>
You will pay an up-front sales fee of
approximately 1.00%. In addition, deferred
sales charges of $1.75 per 1,000 units ($17.50
annually) will be deducted from the Portfolio's
net asset value on April 1, April 15, May 1,
May 15, June 1 and thereafter on the first day
of each month through November 1, 2000.
</TABLE>
<TABLE>
<C> <S>
The maximum sales fees are as follows:
</TABLE>
<TABLE>
<CAPTION>
YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
-------------- ------------
<C> <S> <C>
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%
</TABLE>
<TABLE>
<C> <S>
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:
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
$328 $803 $1,304 $2,682
</TABLE>
<TABLE>
<C> <S>
7. IS THE PORTFOLIO MANAGED?
Unlike a mutual fund, the Portfolio is
not managed and stocks are not sold
because of market changes. The Sponsor
monitors the Portfolio and may instruct
the Trustee to sell securities under
certain limited circumstances. However,
given the investment philosophy of the
Portfolio, the Sponsor is not likely to
do so.
</TABLE>
4
<PAGE>
<TABLE>
<C> <S>
8. HOW DO I BUY UNITS?
You can buy units from the Sponsor and
other broker-dealers. Some banks may
offer units for sale through special
arrangements with the Sponsor, although
certain legal restrictions may apply.
Employees of the Sponsor and Sponsor
affiliates and non-employee directors of
the Sponsor may purchase units at a
reduced sales charge.
The minimum investment is $250.
UNIT PRICE PER 1,000 UNITS $999.93
(as of December 10, 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
above, 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.
9. 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.
10. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Portfolio will pay distributions of
any dividend income on the 25th day of
October, 2000, if you own units on the
10th of that month. 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. Corporate investors will
generally not be entitled to the
dividends received deduction. Foreign
investors' shares of dividends will
generally be subject to withholding
taxes.
11. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT OF PRINCIPAL
If a distribution of any principal is
made during the year, you may choose to
reinvest it into additional units of the
Portfolio.
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.
</TABLE>
5
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any income it has received once during its life.
Reasons your income may vary are:
- changes in the Portfolio because of additional securities purchases or
sales; and
- 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:
- - a notice from the Trustee if new equity securities are deposited in exchange
or substitution for equity securities originally deposited;
- - a final report on Portfolio activity; and
- - 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
FOREIGN ISSUER RISK
Investments in securities of foreign issuers involve risks that are different
from investments in securities of domestic issuers.
They may include:
- political and economic developments;
- possibility of withholding taxes;
- exchange controls or other governmental restrictions on the payment of
dividends;
- less publicly available information; and
- absence of uniform accounting, auditing, and financial reporting standards,
practices and requirements.
AMERICAN DEPOSITARY SHARES AND RECEIPTS
American depositary shares and receipts are issued by an American bank or trust
company to evidence ownership of underlying common stock issued by a foreign
corporation and deposited in a depositary facility. The terms and conditions of
the depositary facility may result in less liquidity or lower market prices for
the ADRs than for the underlying shares. Certain of the Portfolio Securities
were purchased in ADR form in the United States.
LIQUIDITY
Sales of foreign securities in United States securities markets are ordinarily
subject to severe restrictions and will generally be made only in foreign
securities markets.
You should know that:
- securities may be traded in foreign countries where the securities markets
are not as developed or efficient and may not be as liquid as those in the
United States.
- a foreign market's liquidity might become impaired as a result of economic
or political turmoil, or if relations between the United States and such
foreign country deteriorate markedly; and
- the principal trading market for the Portfolio Securities, even if otherwise
listed, may be the over-the-counter market in which liquidity will depend
6
<PAGE>
on whether dealers will make a market in the Portfolio Securities.
CONCENTRATION RISK
When stocks in a particular category make up 25% or more of the Portfolio, it is
said to be "concentrated" in that category, which makes the Portfolio less
diversified.
Here is what you should know about the Portfolio's concentration in stocks of
Japanese issuers.
Although global financial markets have begun to respond to a sense of increased
political stability in Japan and the fact that progress has been made in
deregulation, bank and other industry sector reorganizations in recent months,
nevertheless:
- there remains some uncertainty as to the future of the governing coalition,
the division of responsibility between legislative and key administrative
bodies with respect to key economic and financial policies and the effects
of this division on the Japanese economy and stock market;
- Japan remains in the worst recession since World Wat II and continues to
experience, in some measure, increased unemployment, price deflation,
weakened real estate prices and weak currency; and.
- structural problems related to historical patterns of over-regulation,
excessive government intervention and weak consumer demand continue in
certain sectors and, if coupled with a lack of strong fiscal direction and
ineffectual government response, may undercut Japan's economic recovery.
Here is what you should know about the Portfolio's concentration in
international telecommunications stocks:
These companies:
- provide local, long-distance, wireless, cable television and internet
services and information systems;
- manufacture telecommunications products; and
- operate voice, data and video telecommunications networks.
Payment on common stocks of companies in this industry generally depends upon:
- the amount and growth of customer demand;
- the level of rates they are allowed to charge; and
- the effects of inflation on the cost of providing services and the rate of
technological innovation.
The telecommunications industry is characterized by increasing competition in
all sectors and regulation by various regulatory authorities. To meet increasing
competition, companies may have to commit substantial capital, particularly in
the formulation of new products and services using new technology.
Telecommunications companies in both developed and emerging countries are
undergoing significant change due to varying and evolving levels of governmental
regulation or deregulation and other factors. As a result, competitive pressures
are intense and the securities of such companies may be subject to significant
price volatility.
In addition, all telecommunications companies in both developed and emerging
countries are subject to the additional risk that technological innovations will
make their products and services obsolete.
While the worldwide market for telecommunications equipment is expected to grow,
we cannot predict the overall effect on the Portfolio of factors such as:
- competing technologies;
- increasing capital requirements;
7
<PAGE>
- protectionist actions by foreign governments; and
- demand for new technologies.
The companies in the Portfolio may include former government owned
telecommunications systems that have been privatized in stages. We cannot
predict whether such privatization will continue in the future or what, if any,
effect this will have on the Portfolio.
LITIGATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Portfolio.
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:
- ADDING the value of the Portfolio securities, cash and any other Portfolio
assets;
- 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
- 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 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.
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
8
<PAGE>
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 Sponsor will select securities to be sold. These sales could be
made at times when the securities would not otherwise be sold and may result in
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 $1,500,000, 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:
- if the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
- 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
- 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 Year Ahead International Portfolio if one is available.
If you hold your units with the Sponsor and notify your financial adviser by
December 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 Year Ahead International
Portfolio. The Sponsor reserves the right to advance the rollover date based on
the timing of new year's announcement of the new Year Ahead securities
recommendations. This could result in ineligibility for long-term capital gains
treatment for any securities not rolled into the next Year Ahead Portfolio to
the extent available. If you decide not to roll over your proceeds, you will
receive a cash distribution after the Portfolio terminates.
The Portfolio will terminate by January 19, 2001. 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 you continue to hold your units, you may exchange units of this Portfolio
anytime before this Portfolio terminates for units of certain other Defined
Asset Funds at a reduced sales fee if your investment goals change. In addition,
you may exchange into this Fund from certain other Defined Asset
9
<PAGE>
Funds. 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:
- cost of initial preparation of legal documents;
- federal and state registration fees;
- initial fees and expenses of the Trustee;
- initial audit; and
- 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 $1.75 per 1,000 units ($17.50
annually) 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).
Business day also excludes various additional holidays in relevant foreign
countries. 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
- - The annual income per unit will depend primarily upon the amount of dividends
declared and paid by the issuers of the securities and to a lesser degree,
upon the level of purchases of additional securities and sales of securities.
There is no
10
<PAGE>
assurance that dividends on the securities and levels or be declared at all.
- - Each unit receives an equal share of distributions of dividend income. 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:
- for extraordinary services and costs of indemnifying the Trustee and the
Sponsor;
- costs of actions taken to protect the Portfolio and other legal fees and
expenses;
- expenses for keeping the Portfolio's registration statement current; and
- Portfolio termination expenses and any governmental charges.
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. Legal, typesetting,
electronic filing and regulatory filing fees and expenses associated with
updating the Portfolio's registration statement yearly are also now 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 may affect the
composition of the portfolio.
We decide whether to offer for sale units that we acquire in the secondary
market after reviewing:
- diversity of the Portfolio;
- size of the Portfolio relative to its original size;
11
<PAGE>
- ratio of Portfolio expenses to income; and
- cost of maintaining a current prospectus.
If the Portfolio is buying or selling a stock actively traded on a national
securities exchange or certain foreign exchanges, it may buy from or sell to
another Defined Asset Fund at the stock's closing sale price (without any
brokerage commissions).
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. 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:
- to cure ambiguities;
- to correct or supplement any defective or inconsistent provision;
- to make any amendment required by any governmental agency; or
- 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:
- it fails to perform its duties;
- it becomes incapable of acting or bankrupt or its affairs are taken over by
public authorities; or
- 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:
12
<PAGE>
- remove it and appoint a replacement Sponsor;
- liquidate the Portfolio; or
- 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 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.
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 Trust Department, 4 New York Plaza--6th Floor,
New York, NY 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 charges when it sells units. The Sponsor also
realizes a profit or loss on deposit of the securities shown under Defined
Portfolio. Any cash made available by you to the Sponsor before the settlement
date for those units may be used in the Sponsor's businesses 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 $823.98 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 they buy
units and the prices at which they resell or redeem them.
13
<PAGE>
PUBLIC DISTRIBUTION
During the initial offering period, units will be distributed to the public by
the Sponsor and dealers who are members of the National Association of
Securities Dealers, Inc.
Dealers will be entitled to the concession stated below on Units sold or
redeemed.
<TABLE>
<CAPTION>
DEALER CONCESSION
AS
A % OF PUBLIC
AMOUNT PURCHASED OFFERING PRICE
---------------- -----------------
<S> <C>
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%
</TABLE>
The Sponsor does not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to sell units in any country where
units cannot lawfully be sold.
CODE OF ETHICS
Merrill Lynch 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 LITERATURE
Advertising and sales literature may include brief descriptions of the principal
businesses of the companies represented in the Portfolio.
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.
Sales literature and articles may state research opinions on the economy,
countries and industry sectors and include a list of funds generally appropriate
for pursuing these recommendations.
TAXES
The following summary describes some of the important income tax consequences of
holding units. It assumes that you are not a dealer in securities, financial
institution, insurance company or other investor with special circumstances or
subject to special rules. You should consult your own tax adviser about your
particular circumstances.
14
<PAGE>
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, and generally will not be eligible for
dividends received deduction for corporations. You should consult your tax
adviser in this regard and about appreciation of the foreign tax credit rules.
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 your 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,
whether it is in redemption of your units or upon termination of the Portfolio.
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 that 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 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 the securities that were rolled over from that portfolio
plus the proceeds (other than proceeds that were paid to you) from the sale of
securities from the previous portfolio which were not rolled over. You should
not increase your basis in your units by deferred sales charges 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 from which these expenses will already have been
deducted. 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 have been
deducted,
15
<PAGE>
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 TAXES
Foreign taxing jurisdictions may impose withholding or other taxes in respect of
dividends, capital gains and other income generated by the securities. For U.S.
tax purposes, such tax would in most cases give rise to foreign tax credits, the
use of which is subject to a complex set of limitations. You should consult your
tax adviser in this regard.
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.
16
<PAGE>
Defined
Asset Funds
- -SM-
<TABLE>
<S> <C>
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most FOCUS SERIES
recent free Information 2000 YEAR AHEAD INTERNATIONAL PORTFOLIO
Supplement that gives more (A Unit Investment Trust)
details about the Fund, ---------------------------------------
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:
- Securities Act of 1933 (file no.
333-88993) and
- 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.
100462RR--12/99
</TABLE>
<PAGE>
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
<TABLE>
<S> <C> <C>
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.
</TABLE>
I. Bonding arrangements of the Depositor are incorporated by reference to Item
A of Part II to the Registration Statement on Form S-6 under the Securities Act
of 1933 for Municipal Investment Trust Fund, Monthly Payment Series--573 Defined
Asset Funds (Reg. No. 333-08241).
II. The date of organization of the Depositor is set forth in Item B of Part II
to the Registration Statement on Form S-6 under the Securities Act of 1933 for
Municipal Investment Trust Fund, Monthly Payment Series--573 Defined Asset Funds
(Reg. No. 333-08241) and is herein incorporated by reference thereto.
III. The Charter and By-Laws of the Depositor are incorporated herein by
reference to Exhibits 1.3 through 1.12 to the Registration Statement on Form S-6
under the Securities Act of 1933 for Municipal Investment Trust Fund, Monthly
Payment Series--573 Defined Asset Funds (Reg. No. 333-08241).
IV. Information as to Officers and Directors of the Depositor has been filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934 and is incorporated by reference to the SEC
filings indicated and made a part of this Registration Statement:
<TABLE>
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 8-7221
</TABLE>
----------------------------
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsor and Trustee are as follows:
<TABLE>
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 13-5674085
The Bank of New York, Trustee............................... 13-4941102
</TABLE>
UNDERTAKING
The Sponsor undertakes that it will not make any amendment to the Supplement to
this Registration Statement which includes material changes without submitting
the amendment for Staff review prior to distribution.
II-1
<PAGE>
SERIES OF EQUITY INVESTOR FUND
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
SEC
SERIES NUMBER FILE NUMBER
- ------------- -----------
<S> <C>
Equity Investor Fund, Select S&P Industrial Portfolio--1998
Series H.................................................... 33-64577
</TABLE>
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:
<TABLE>
<S> <C>
1.1 -- Form of Trust Indenture (incorporated by reference to Exhibit
1.1 to the Registration Statement of Equity Income Fund, Select
S&P Industrial Portfolio 1997 Series A. 1933 Act File No.
33-05683.
1.1.1 -- Form of Standard Terms and Conditions of Trust Effective
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to
the Registration Statement of Municipal Investment Trust Fund,
Multistate Series--48, 1933 Act File No. 33-50247).
1.2 -- Form of Master Agreement Among Underwriters (incorporated by
reference to Exhibit 1.2 to the Registration Statement of The
Corporate Income Fund, One Hundred Ninety-Fourth Monthly
Payment Series, 1933 Act File No. 2-90925).
3.1 -- Opinion of counsel as to the legality of the securities being
issued including their consent to the use of their names under
the 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,
21Select Ten Portfolio 1999 International Series A (United
Kingdom Portfolio), 1933 Act File No. 333-70593).
</TABLE>
R-1
<PAGE>
SIGNATURES
The registrant hereby identifies the series number 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 13TH DAY OF
DECEMBER 1999.
SIGNATURES APPEAR ON PAGE R-3.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
<TABLE>
<S> <C>
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
</TABLE>
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
DECEMBER 13, 1999
EQUITY INVESTOR FUND,
FOCUS SERIES,
2000 YEAR AHEAD INTERNATIONAL PORTFOLIO
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, Focus Series, 2000 Year Ahead International Portfolio,
Defined Asset Funds (the "Fund" in connection with the issuance of units of
fractional undivided interest in the Fund (the "Units") in accordance with the
Trust Indenture relating to the Fund (the "Indenture").
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents and instruments as
we have deemed necessary or advisable for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that (i) the execution and
delivery of the Indenture and the issuance of the Units have been duly
authorized by the Sponsor and (ii) the Units, when duly issued and delivered by
the Sponsor and the Trustee in accordance with the Indenture, will be legally
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 3.1 to the
Registration Statement relating to the Units filed under the Securities Act of
1933 and to the use of our name in such Registration Statement and in the
related prospectus under the heading "How The Fund Works--Legal Opinion."
Very truly yours,
DAVIS POLK & WARDWELL
<PAGE>
EXHIBIT 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsor and Trustee of Equity Investor Fund, Focus Series, 2000 Year Ahead
International Portfolio, Defined Asset Funds:
We consent to the use in this Registration Statement No. 333-88993 of our report
dated, December 13, 1999, relating to the Statement of Condition of Equity
Investor Fund, Focus Series, 2000 Year Ahead International Portfolio, 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
December 13, 1999
