<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 1999
REGISTRATION NO. 333-89055
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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 SELECT SERIES
STANDARD & POOR'S INDUSTRY TURNAROUND PORTFOLIO 1999 SERIES
DEFINED ASSET FUNDS
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SALOMON SMITH INCORPORATED
SALOMON SMITH BARNEY INC.
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
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
PAINEWEBBER INCORPORATED SALOMON SMITH BARNEY INC.DEAN WITTER REYNOLDS INC.
1285 AVENUE OF THE 388 GREENWICH STREET TWO WORLD TRADE
AMERICAS 23RD FLOOR CENTER--59TH FLOOR
NEW YORK, NY 10019 NEW YORK, NY 10013 NEW YORK, NY 10048
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ.
P.O. BOX 9051
PRINCETON, NJ 08543-9051
ROBERT E. HOLLEY MICHAEL KOCHMANN DOUGLAS LOWE, ESQ.
1285 AVENUE OF THE 388 GREENWICH ST. DEAN WITTER REYNOLDS INC.
AMERICAS NEW YORK, NY 10013 TWO WORLD TRADE
NEW YORK, NY 10019 CENTER--59TH FLOOR
NEW YORK, NY 10048
COPIES TO:
PIERRE DE SAINT PHALLE,
ESQ.
450 LEXINGTON AVENUE
NEW YORK, NY 10017
E. TITLE OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
F. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of the registration statement.
/ x / Check box if it is proposed that this Registration Statement shall become
effective upon filing on November 30, 1999 pursuant to Rule 487.
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<PAGE>
DEFINED ASSET FUNDSSM
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EQUITY INVESTOR FUND
SELECT SERIES STANDARD & POOR'S
INDUSTRY TURNAROUND PORTFOLIO
1999 SERIES
(A UNIT INVESTMENT TRUST)
O TOTAL RETURN FROM:
-- CAPITAL APPRECIATION
-- CURRENT DIVIDEND INCOME
O OPTIONAL REINVESTMENT OF CASH DISTRIBUTIONS
SPONSORS: -------------------------------------------------
Merrill Lynch, The Securities and Exchange Commission has not
Pierce, Fenner & Smith approved or disapproved these Securities or
Incorporated passed upon the adequacy of this prospectus. Any
Salomon Smith Barney Inc. representation to the contrary is a criminal
PaineWebber Incorporated offense.
Dean Witter Reynolds Inc. Prospectus dated November 30, 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 BOND AND
EQUITY PORTFOLIOS.
DEFINED ASSET FUNDS OFFER A NUMBER OF ADVANTAGES:
O A DISCIPLINED STRATEGY OF BUYING AND HOLDING WITH A LONG-TERM VIEW IS THE
CORNERSTONE OF DEFINED ASSET FUNDS.
O FIXED PORTFOLIO: DEFINED FUNDS FOLLOW A BUY AND HOLD INVESTMENT STRATEGY;
FUNDS ARE NOT MANAGED AND PORTFOLIO CHANGES ARE LIMITED.
O DEFINED PORTFOLIOS: WE CHOOSE THE STOCKS AND BONDS IN ADVANCE, SO YOU KNOW
WHAT YOU'RE INVESTING IN.
O PROFESSIONAL RESEARCH: OUR DEDICATED RESEARCH TEAM SEEKS OUT STOCKS OR BONDS
APPROPRIATE FOR A PARTICULAR FUND'S OBJECTIVES.
O ONGOING SUPERVISION: WE MONITOR EACH PORTFOLIO ON AN ONGOING BASIS.
NO MATTER WHAT YOUR INVESTMENT GOALS, RISK TOLERANCE OR TIME HORIZON, THERE'S
PROBABLY A DEFINED ASSET FUND THAT SUITS YOUR INVESTMENT STYLE. YOUR FINANCIAL
PROFESSIONAL CAN HELP YOU SELECT A DEFINED ASSET FUND THAT WORKS BEST FOR YOUR
INVESTMENT PORTFOLIO.
CONTENTS
PAGE
-----
RISK/RETURN SUMMARY.................. 3
WHAT YOU CAN EXPECT FROM YOUR
INVESTMENT......................... 7
INCOME............................. 7
RECORDS AND REPORTS................ 6
THE RISKS YOU FACE................... 7
LITIGATION AND LEGISLATION RISKS... 7
SELLING OR EXCHANGING UNITS.......... 7
SPONSORS' SECONDARY MARKET......... 8
SELLING UNITS TO THE TRUSTEE....... 7
ROLLOVER/EXCHANGE OPTION........... 8
HOW THE FUND WORKS................... 9
PRICING............................ 9
EVALUATIONS........................ 9
INCOME............................. 10
EXPENSES........................... 10
PORTFOLIO CHANGES.................. 11
PORTFOLIO TERMINATION.............. 11
NO CERTIFICATES.................... 11
TRUST INDENTURE.................... 11
LEGAL OPINION...................... 12
AUDITORS........................... 12
SPONSORS........................... 12
TRUSTEE............................ 13
UNDERWRITERS' AND SPONSORS'
PROFITS.......................... 13
PUBLIC DISTRIBUTION................ 13
CODE OF ETHICS..................... 13
YEAR 2000 ISSUES................... 13
ADVERTISING AND SALES MATERIAL..... 14
TAXES................................ 14
SUPPLEMENTAL INFORMATION............. 16
FINANCIAL STATEMENTS................. 17
REPORT OF INDEPENDENT
ACCOUNTANTS...................... 17
STATEMENT OF CONDITION............. 17
2
<PAGE>
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RISK/RETURN SUMMARY
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
O The Portfolio seeks total return through
a combination of current dividend income
and capital appreciation.
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?
O We selected the 17 stocks in the
Portfolio through the following
screening process.
-- The strategy was to identify those
industries that have recently
underperformed the S&P 500 Index but
that, in the opinion of the Sponsors
and the Portfolio Consultant (Standard
& Poor's), had begun to turn around.
-- First, we measured relative industry
returns by comparing the last 12-month
performance of each of the
approximately 100 industries within the
S&P 500 Index to the performance of the
Index as a whole.
-- Next, we identified those industries
that had broken above their nine-month
average of relative annual returns.
-- We then selected the five most
underperforming industries.
-- Finally, from each industry we chose up
to four stocks. If there were more than
four stocks in an industry, we chose
the stocks with the highest S&P Common
Stock Rankings or those whose issuers
have the largest market capitalization.
O The Portfolio plans to hold the stocks
in the Portfolio for about two years. At
the end of two years, we will liquidate
the Portfolio and apply the same
Strategy to select a new portfolio, if
available.
o Each Industry Turnaround 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
industry groups.
APPROXIMATE
PORTFOLIO
PERCENTAGE
/ / Chemicals (Diversified) 21%
/ / Lodging-Hotels 21
/ / Oil & Gas (Refining & Marketing) 21
/ / Beverages (Non-Alcoholic) 20
/ / Banks (Money Center) 17
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE
PORTFOLIO. THIS CAN HAPPEN FOR VARIOUS
REASONS, INCLUDING:
o Each industry may be out of favor with
the market;
o The underperforming industries from
which the stocks were selected may not
turn around.
o Stock prices can be volatile.
o Dividend rates on the stocks or share
prices may decline during the life of
the Portfolio.
o The Portfolio may continue to purchase
or hold the stocks originally selected
even though their market value or yield
may have changed or the Common Stock
Rankings on the stocks may fall.
o The Portfolio does not reflect any
investment recommendations of the
Sponsors, and any one or more of the
stocks in the Portfolio may, from time
to time, be subject to sell
recommendations from one or more of the
Sponsors.
3
<PAGE>
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Defined Portfolio
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Equity Investor Fund Select Series
Standard & Poor's Industry Turnaround Portfolio 1999 Series
Defined Asset Funds
<TABLE>
<CAPTION>
PRICE
PER SHARE COST
TICKER PERCENTAGE TO TO PORTFOLIO
NAME OF ISSUER SYMBOL OF PORTFOLIO (1) PORTFOLIO (2)
-------------------------------------------------------------------------------------------------------
BANKS (MONEY CENTER)
<S> <C> <C> <C> <C>
1. Bank of America Corporation BAC 5.51% $ 56.9375 $ 19,358.75
2. Chase Manhattan Corporation CMB 3.07 76.9375 10,771.25
3. First Union Corporation FTU 5.46 37.6250 19,188.75
4. J.P. Morgan & Company, Inc. JPM 2.99 131.5000 10,520.00
BEVERAGES (NON-ALCOHOLIC)
1. Coca-Cola Company KO 6.87 67.0625 24,142.50
2. Coca-Cola Enterprises CCE 6.89 21.4375 24,224.38
3. Pepsico, Inc. PEP 6.89 34.5625 24,193.75
CHEMICALS (DIVERSIFIED)
1. Engelhard Corporation EC 5.19 16.8750 18,225.00
2. FMC Corporation* FMC 5.26 47.3750 18,476.25
3. Monsanto Company MTC 5.15 44.1250 18,091.25
4. PPG Industries, Inc. PPG 5.21 57.2500 18,320.00
LODGING-HOTELS
1. Carnival Corporation CCL 6.91 45.8125 24,280.63
2. Hilton Hotels Corporation HLT 6.93 11.1250 24,363.75
3. Marriott International (Class A) MAR 6.89 31.8750 24,225.00
OIL & GAS (REFINING & MARKETING)
1. Ashland, Inc. ASH 6.91 33.2500 24,272.50
2. Sunoco, Inc. SUN 6.87 24.8750 24,128.75
3. Tosco Corporation TOS 7.00 26.7500 24,610.00
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100.00% $ 351,392.51
---------------- --------------
---------------- --------------
</TABLE>
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(1) Based on Cost to Portfolio. For regulatory reasons, certain of the Portfolio
stocks were underweighted.
(2) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on November 29, 1999, the business day prior to the initial
date of deposit. The value of the Securities on any subsequent business day
will vary.
* This security currently does not pay a dividend.
----------------------------
The securities were acquired on November 29, 1999 and are represented entirely
by contracts to purchase the securities. Any of the Sponsors may have acted as
underwriters, managers or co-managers of a public offering of the securities in
this Portfolio during the last three years. Affiliates of the Sponsors 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 in
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. 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.
Any 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.
<PAGE>
RISK/RETURN SUMMARY (Continued)
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want current dividend income
and 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 % AMOUNT
OF PER
NET 1,000
ASSETS UNITS
------
--------
.091% $ 0.90
Trustee's Fee
.071% $ 0.70
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses)
.056% $ 0.56
Other Operating Expenses
------ --------
.218% $ 2.16
TOTAL
AMOUNT
PER
1,000
UNITS
-----
ORGANIZATION COSTS per 1,000
units (deducted from
Portfolio assets at the close
of the initial offering
period)
INVESTOR FEES
4.50%
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%. In addition, seven
monthly deferred sales charges of $2.50 per
1,000 units ($17.50 annually) will be deducted
monthly from the Portfolio's net asset value,
each year of the Portfolio's two year life
(June 1, 2000 through December 1, 2000 and
January 1, 2001 through July 1, 2001).
The maximum sales fees are as follows:
YOUR
MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
----------------------- ----------
Less than $50,000 4.50%
$ 50,000 to $99,999 4.25%
$100,000 to $249,999 3.75%
$250,000 to $999,999 3.50%
$1,000,000 or more 2.75%
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
$328 $775 $1,248 $2,536
7. HOW HAVE S&P INDUSTRIAL PORTFOLIOS
PERFORMED IN THE PAST?
The following table shows the actual
total pre-tax returns to investors of
prior Portfolios. The returns assume
that investors reinvested all dividends
and paid the maximum sales fees. A
portfolio may underperform for a variety
of reasons. For example, portfolio
stocks may have been chosen for specific
characteristics that are at odds with
the characteristics of the stocks
driving the market at a given time. For
example, we may have chosen value stocks
at a time when growth stocks are
performing well. Of course, past
performance is no guarantee of future
results.
CUMULATIVE
PERFORMANCE
THROUGH 9/30/99
------------------
STARTING TOTAL
SERIES DATE RETURN
-------- ------- -------
1 11/21/97 7.26%
2 4/3/98 -24.41
3 9/16/98 1.06
4
<PAGE>
8. HOW WOULD THE STRATEGY HAVE PERFORMED HISTORICALLY?
The following table compares constructed performance of the Strategy Stocks (but
not of any actual Portfolio) selected by applying the screening process at the
beginning of each two-year period as descraibed above with actual performance of
the S&P 500 Index. Portfolio performance may vary from that of the indexes shown
below for a variety of reasons. For example, the Portfolio has invested in a
limited subset of index stocks, and therefore its performance may not keep pace
with index performance to the extent the index is driven by stocks not held in
the Portfolio. In addition, the Portfolio stocks may have been chosen for
specific characteristics that are at odds with the characteristics of the stocks
driving the market at a given time. For example, we may have chosen value stocks
at a time when growth stocks are performing well. This constructed performance
is no assurance of future results of either the Strategy or any Portfolio.
COMPARISON OF TOTAL RETURNS(1)
(STRATEGY FIGURES REFLECT DEDUCTION OF SALES FEES AND EXPENSES)
TWO-YEAR
PERIODS STRATEGY (2) S&P 500 INDEX
------- ------------- ------------------
1973-74 -23.74% -36.01%
1974-75 27.30 -0.08
1975-76 150.45 68.00
1976-77 31.95 15.10
1977-78 -15.07 -1.50
1978-79 54.00 24.77
1979-80 56.20 53.53
1980-81 55.16 25.37
1981-82 21.03 13.53
1982-83 45.38 45.97
1983-84 -12.32 29.30
1984-85 14.08 37.45
1985-86 50.39 54.47
1986-87 21.60 25.02
1987-88 25.41 22.32
1988-89 58.02 51.44
1989-90 0.26 27.23
1990-91 26.82 24.89
1991-92 74.01 39.38
1992-93 38.82 17.81
1993-94 -4.31 11.31
1994-95 55.32 37.82
1995-96 79.98 67.52
1996-97 53.55 62.49
1997-98 41.17 70.23
----------------------------
(1) To compute Total Returns, we add changes in market value and dividends that
would have been received during the year, and divide the sum by the opening
market value for the year. Total Returns do not take into consideration any
reinvestment of dividend income. 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.
5
<PAGE>
9. 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.
10. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from any of the Sponsors.
The Sponsors are listed later in this
prospectus. Some banks may offer units for
sale through special arrangements with the
Sponsors, although certain legal restrictions
may apply. Employees of certain Sponsors and
Sponsor affiliates and non-employee directors
of certain of the Sponsors may purchase Units
at a reduced sales charge.
UNIT PRICE PER 1,000 UNITS $999.92
(as of November 29, 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.
11. HOW DO I SELL UNITS?
You may sell your units at any time to any
Sponsor or the Trustee for the net asset value
determined at the close of business on the
date of sale, less any remaining deferred
sales fee and the costs of liquidating
securities to meet the redemption.
12. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays distributions of any dividend
income, net of expenses, on the 25th of March
and September, 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.
13. 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 designated exchanges.
6
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any income it has received four times during its
life. 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
LITIGATION AND LEGISLATION RISKS
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.
7
<PAGE>
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 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 Industry Turnaround Portfolio if one is available.
If you hold your Units with one of the Sponsors and notify your financial
adviser by December 3, 2001, 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 Industry Turnaround 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 January 4, 2002. You may, by written notice to
the
8
<PAGE>
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 any
time 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 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:
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 monthly charge of $2.50 per 1,000 units
and is accrued in seven monthly installments each year of the Portfolio's life.
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.
If you redeem or sell your units before January 1, 2001, you will pay only the
balance of any deferred sales fee remaining for the first year. If you redeem or
sell your units on or after January 1, 2001 you will pay the remaining balance
of the deferred sales fee for the second year. 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
9
<PAGE>
or that system or, if closing sales prices are not available, at the mean
between the closing bid and offer prices.
INCOME
o The annual income per unit, after deducting estimated annual Portfolio
expenses per unit, will depend primarily upon the amount of dividends declared
and paid by the issuers of the securities and changes in the expenses of the
Portfolio and, to a lesser degree, upon the level of sales of securities.
There is no assurance that dividends on the securities will continue at their
current levels or be declared at all.
o Each unit receives an equal share of distributions of dividend income net of
estimated expenses. 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 the accounts
amounts it considers appropriate to pay any material liability. These accounts
do not bear interest.
EXPENSES
The Trustee is paid a fee monthly. It also benefits when it holds cash for the
Portfolio in non-interest bearing accounts. The Trustee may also receive
additional amounts:
o for extraordinary services and costs of indemnifying the Trustee and the
Sponsors;
o costs of actions taken to protect the Portfolio and other legal fees and
expenses;
o expenses for keeping the Portfolio's registration statement current; and
o Portfolio termination expenses and any governmental charges.
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. 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 Sponsors.
S&P receives a minimal annual fee from the Portfolio to cover its license to the
agent for the Sponsors of the use of the trademarks and trade names 'Standard &
Poor's', 'S&P' and other trademarks and trade names and the use of the S&P
Common Stock Rankings.
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
10
<PAGE>
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 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.
If a Portfolio is buying or selling a stock actively traded on a national
securities exchange or certain foreign exchanges, it may buy or sell to another
Defined Asset Fund at the stock's closing sale price (without any brokerage
commissions). The Sponsors must certify to the Portfolio's Trustee that the
transaction meets the Portfolio's investment objectives. The Trustee will review
procedures designed to assure compliance with these requirements.
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 Sponsors).
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
11
<PAGE>
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 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.
Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.
The Trust Indenture contains customary provisions limiting the liability of the
Trustee and 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
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019
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, P.O. Box 5187, Bowling Green Station, New York, New
York 10274-5187, 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.
12
<PAGE>
UNDERWRITERS' AND SPONSORS' PROFITS
Underwriters receive sales charges when they sell units. Any cash made available
by you to the Sponsors before the settlement date for units may be used in the
Sponsors' businesses to the extent permitted by federal law and may benefit the
Sponsors.
A 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 they hold due to fluctuations in the price per unit. The
Sponsors experienced a loss of $346.80 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 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 during the first year. On Units held in the second year, the dealer
will be entitled to an additional concession of $11 per 1,000 Units ($5 per
1,000 Units for purchases of $1 million or more).
AMOUNT PURCHASED
----------------
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 any of 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
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
13
<PAGE>
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.
Advertising and sales literature may include brief descriptions of the principal
businesses of the companies represented in the Portfolio, the research analysis
of why they were selected, and a chronology of developments in the
telecommunications industry.
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.
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, 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
14
<PAGE>
subject to tax at a lower rate than ordinary income. Any capital gain or loss
from the Portfolio will be long-term if you are considered to have held your
investment which produces the gain or loss for more than one year and short-term
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 aggaregate 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 the previous 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. 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.
EXPENSES
If you are an individual who itemizes deductions, you may deduct your share of
Portfolio expenses, but only to the extent that your share of the expenses,
together with your other miscellaneous deductions, exceeds 2% of your adjusted
gross income. Your ability to deduct Portfolio expenses will be limited further
if your adjusted gross income exceeds a specified amount (currently, $126,600 or
$63,300 for a married person filing separately).
STATE AND LOCAL TAXES
Under the income tax laws of the State and City of New York, the Portfolio will
not be taxed as a corporation, and the income of the Portfolio will be treated
as the income of the investors in the same manner as for federal income tax
purposes.
FOREIGN INVESTORS
If you are a foreign investor and you are not engaged in a U.S. trade or
business, you generally will be subject to 30% withholding tax (or a lower
applicable treaty rate) on distributions. You should consult your tax adviser
about the possible application of federal, state and local, and foreign taxes.
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
15
<PAGE>
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
Standard & Poor's Industry Turnaround Portfolio 1999 Series, 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 November 30, 1999.
This financial statement is the responsibility of the Trustee. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of an irrevocable letter of credit deposited for the purchase of
securities, as described in the statement of condition, with the Trustee. An
audit also includes assessing the accounting principles used and significant
estimates made by the Trustee, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of the Portfolio as of November
30, 1999 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
November 30, 1999
STATEMENT OF CONDITION AS OF NOVEMBER 30, 1999
TRUST PROPERTY
Investments--Contracts to purchase Securities(1).........$ 351,392.51
--------------------
Total............................................$ 351,392.51
--------------------
--------------------
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsors for organization
expenses(2)........................................$ 1,008.03
--------------------
Subtotal 1,008.03
--------------------
Interest of Holders of 354,941 Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)...................................$ 354,912.60
Gross underwriting commissions and organization
expenses(5)(2)....................................... (4,528.12)
--------------------
Subtotal 350,384.48
--------------------
Total............................................$ 351,392.51
--------------------
--------------------
------------
(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
November 29, 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 $351,739.31 and deposited with the Trustee. The amount of the
letter of credit includes $351,392.51 for the purchase of securities.
(2) A portion of the Unit Price consists of securities in an amount
sufficient to pay all or a portion of the costs incurred in establishing the
Portfolio. These costs have been estimated at $2.84 per 1,000 Units. A
distribution will be made as of the close of the initial offering period to an
account maintained by the Trustee from which the organization expenses
obligation of the investors will be satisfied. If the actual organization costs
exceed the estimated amount shown above, the Sponsors will pay for this excess
amount.
(3) Because the value of securities at the evaluation time on the
Initial Date of Deposit may differ from the amounts shown in this statement of
condition, the number of Units offered on the Initial Date of Deposit will be
adjusted to maintain the $999.92 per 1,000 Units offering price only for that
day. The Unit Price on any subsequent business day will vary.
(4) Aggregate Unit Price computed on the basis of the value of the
underlying securities at 4:00 p.m., Eastern time on November 29, 1999.
(5) Assumes the maximum initial sales fee per 1,000 units of 1.00% of
the Public Offering Price. A deferred sales charge of $2.50 per 1,000 Units is
payable on June 1, 2000 and thereafter on the 1st day of each month through
December 1, 2000; and monthly January 1, 2001 through July 1, 2001.
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.
17
<PAGE>
Def ined
Asset FundsSM
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most SELECT SERIES STANDARD & POOR'S
recent free Information INDUSTSRY TURNAROUND PORTFOLIO
Supplement that gives more 1999 SERIES
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.
333-89055) 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.
100455RR--11/99
<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
Salomon Smith Barney Inc. .................................. 8-8177
PaineWebber Incorporated.................................... 8-16267
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
Salomon Smith Barney Inc. .................................. 13-1912900
PaineWebber Incorporated.................................... 13-2638166
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>
SERIES OF EQUITY INCOME FUND,
EQUITY INVESTOR FUND, MUNICIPAL INVESTMENT
TRUST FUND AND DEFINED ASSET FUNDS MUNICIPAL INSURED SERIES
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933
SEC
SERIES NUMBER FILE NUMBER
--------------------------------------------------------------------------------
Equity Investor Fund, Select S&P Industrial Portfolio--1998
Series H.................................................... 333-64577
Equity Income Fund, Select Ten Portfolio--1995 Spring
Series...................................................... 33-55807
Equity Investor Fund, Focus Series Financial Portfolio...... 333-32179
Equity Investor Fund, Standard & Poor's Industry Turnaround
Portfolio................................................... 333-39121
Equity Investor Fund, Select Ten Portfolio 1997 Series A.... 333-15193
Equity Investor Fund, Select Growth Portfolio............... 33-51985
Municipal Investment Trust Fund, Multistate Series 325...... 333-50907
Defined Asset Funds Municipal Insured Series................ 33-54565
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 from the
Cross-Reference Sheet of 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. 333-05683.
1.1.1 --Form of Standard Terms and Conditions of Trust Effective as of October
21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
Registration Statement of Municipal Investment Trust Fund, Multistate
Series-48, 1933 Act File No. 33-50247).
1.2 --Form of Master Agreement Among Underwriters (incorporated by reference
to Exhibit 1.2 to the Registration Statement under the Securities Act
of 1933 of The Corporate Income Fund, One Hundred Ninety-Fourth
Monthly Payment Series, 1933 Act File No. 2-90925).
3.1 --Opinion of counsel as to the legality of the securities being issued
including their consent to the use of their name under the headings
'Taxes' and 'Miscellaneous--Legal Opinion' in the Prospectus.
5.1 --Consent of independent accountants.
9.1 --Information Supplement (incorporated by reference to Exhibit 9.1 to
the Registration Statement of Equity Income Fund, Select Ten
Portfolio, 1996 International Series B (United Kingdom and Japan
Portfolios), 1933 Act File No. 333-00593).
R-1
<PAGE>
SIGNATURES
The registrant hereby identifies the series numbers of Equity Income Fund,
Equity Investor Fund, Municipal Investment Trust Fund and Defined Asset Funds
Municipal Insured Series 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 financial information
for, the series with respect to which this registration statement is
being filed, this registration statement does not contain disclosures
that differ in any material respect from those contained in the
registration statements for such previous series as to which the
effective date was determined by the Commission or the staff; and
3) That it has complied with Rule 460 under the Securities Act of 1933.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 30TH DAY OF
NOVEMBER, 1999.
SIGNATURES APPEAR ON PAGE R-3, R-4, R-5 AND R-6.
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 Salomon Smith Barney
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.
A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber 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>
SALOMON SMITH BARNEY INC.
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Salomon Smith Barney Inc.: have been filed
under the 1933 Act
File Numbers:
333-63417 and
333-63033
MICHAEL A. CARPENTER
DERYCK C. MAUGHAN
By GINA LEMON
(As authorized signatory for
Salomon Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-4
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR
By the following persons, who constitute Powers of Attorney have been filed
the Board of Directors of PaineWebber under
Incorporated: the following 1933 Act File
Number: 2-61279
MARGO N. ALEXANDER
TERRY L. ATKINSON
BRIAN M. BAREFOOT
STEVEN P. BAUM
MICHAEL CULP
REGINA A. DOLAN
JOSEPH J. GRANO, JR.
EDWARD M. KERSCHNER
JAMES P. MacGILVRAY
DONALD B. MARRON
ROBERT H. SILVER
MARK B. SUTTON
By
ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-5
<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-6
<PAGE>
EXHIBIT 3.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
NOVEMBER 30, 1999
EQUITY INVESTOR FUND, SELECT SERIES
STANDARD & POOR'S INDUSTRY TURNAROUND PORTFOLIO 1999 SERIES
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SALOMON SMITH BARNEY INC.
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
C/O MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, N.J. 08543-9051
(609) 282-8500
Dear Sirs:
We have acted as special counsel for you, as sponsors (the 'Sponsors') of
Equity Investor Fund, Select Series, Standard & Poor's Industry Turnaround
Portfolio 1999 Series, 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
<PAGE>
EXHIBIT 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of Equity Investor Fund, Select Series, Standard &
Poor's Industry Turnaround Portfolio 1999 Series, Defined Asset Funds:
We consent to the use in this Registration Statement No. 333-89055 of our report
dated November 30, 1999 relating to the Statement of Condition of Equity
Investor Fund, Select Series, Standard & Poor's Industry Turnaround Portfolio
1999 Series, Defined Asset Funds and to the reference to us under the heading
'How The Fund Works--Auditors' in the Prospectus which is a part of this
Registration Statement.
DELOITTE & TOUCHE LLP
New York, N.Y.
November 30, 1999
