EQUITY INVESTOR FD FOCUS SER GLOBAL THEME & SECT PORT 2000
S-6/A, 2000-01-31
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<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 2000

                                                      REGISTRATION NO. 333-90149
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       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
                 GLOBAL THEME AND SECTOR PORTFOLIO 2000 SERIES
                           (FORMERLY FOCUS SERIES 14)
                              DEFINED ASSET FUNDS

B. NAME OF DEPOSITOR:

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICE:

<TABLE>
<S>                        <C>                        <C>
                        MERRILL LYNCH, PIERCE, FENNER &
                              SMITH INCORPORATED
                        UNIT INVESTMENT TRUST DIVISION
                                 P.O. BOX 9051
                           PRINCETON, NJ 08543-9051
</TABLE>

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

                             TERESA KONCICK, ESQ.
                                 P.O. BOX 9051
                           PRINCETON, NJ 08543-9051

                                  COPIES TO:
                            PIERRE DE SAINT PHALLE,
                                     ESQ.
                             450 LEXINGTON AVENUE
                              NEW YORK, NY 10017

E. TITLE OF SECURITIES BEING REGISTERED:

  An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
       promulgated under the Investment Company Act of 1940, as amended.

F. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC.

 As soon as practicable after the effective date of the registration statement.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(a), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any State.
<PAGE>
                                        SUBJECT TO COMPLETION, PRELIMINARY
PROSPECTUS DATED JANUARY 31, 2000

                           DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
                           ----------------------------------------------------

                           EQUITY INVESTOR FUND
                           GLOBAL THEME AND
                           SECTOR PORTFOLIO 2000
                           (A UNIT INVESTMENT TRUST)
                           -  CAPITAL APPRECIATION
                           -  PROFESSIONAL SELECTION
                           -  EXPOSURE TO POTENTIAL GROWTH
                             IN THE DOMESTIC AND
                             GLOBAL SECTORS

                           -----------------------------------------------------
                           The Securities and Exchange Commission has not
    SPONSOR:               approved or disapproved these Securities or passed
    MERRILL LYNCH,         upon the adequacy of this prospectus. Any
    PIERCE, FENNER &       representation to the contrary is a criminal offense.
    SMITH INCORPORATED     Prospectus dated February  , 2000.
<PAGE>
- --------------------------------------------------------------------------------

Def ined Asset Funds-Registered Trademark-
Defined Asset Funds-Registered Trademark- is America's oldest and largest family
of unit investment trusts, with over $160 billion sponsored over the last 28
years. Defined Asset Funds has been a leader in unit investment trust research
and product innovation. Our family of Funds helps investors work toward their
financial goals with a full range of quality investments, including municipal,
corporate and government bond portfolios, as well as domestic and international
equity portfolios.

Defined Asset Funds offer a number of advantages:
  - 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
  Concentration Risk.................    6
  Litigation Risks...................    6
Selling or Exchanging Units..........    6
  Sponsor's Secondary Market.........    7
  Selling Units to the Trustee.......    7
  Rollover/Exchange Option...........    7
How The Fund Works...................    8
  Pricing............................    8
  Evaluations........................    9
  Income.............................    9
  Expenses...........................    9
  Portfolio Changes..................   10
  Portfolio Termination..............   10
  No Certificates....................   11
  Trust Indenture....................   11
  Legal Opinion......................   11
  Auditors...........................   11
  Sponsor............................   12
  Trustee............................   12
  Underwriters' and Sponsor's
    Profits..........................   12
  Public Distribution................   12
  Code of Ethics.....................   13
  Advertising and Sales Literature...   13
Taxes................................   13
Supplemental Information.............   15
Statement of Condition...............   16
</TABLE>

                                       2
<PAGE>
- --------------------------------------------------------------------------------
RISK/RETURN SUMMARY

<TABLE>
<C>  <S>
 1.  WHAT IS THE PORTFOLIO'S OBJECTIVE?

     The Portfolio seeks capital appreciation
     by investing in a fixed portfolio of
     common stocks in Japan, Europe, and the
     cable/wireless and technology/internet
     sectors of the U.S market.

     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   stocks from
     Japan, Europe and the media/cable/wireless
     and technology/internet sectors of the
     U.S. market. The stocks and sectors were
     selected by analysts from the Merrill
     Lynch Global Research Group because they
     believe these sectors and stocks have
     above-average potential for growth,
     particularly over the next year. They were
     highlighted at a Merrill Lynch Global
     Teleconference on January 20, 2000.

     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 INDUSTRIES ARE REPRESENTED IN THE
     PORTFOLIO?
     Based upon the principal business of each
     issuer and current market values, the
     Portfolio represents the following
     industries:
</TABLE>

<TABLE>
  -  %
<C>  <S>
  -
  -
  -
  -
  -
  -
  -
  -
  -
  -
  -
  -
  -
  -
  -
</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 technology stock prices can be
     extremely volatile, therefore this
     Portfolio may be considered speculative.

  -  Share prices may decline during the life
     of the Portfolio.

  -  Because the Portfolio is concentrated in
     the          industry, adverse
     developments in this industry may affect
     the value of your units. See Concentration
     Risk.

  -  The Portfolio may continue to purchase or
     hold the stocks originally selected even
     though their market value may have
     changed.

  -  The Portfolio does not reflect any
     investment recommendations of the Sponsor,
     and any one or more of the stocks in the
     Portfolio may, from time to time, be
     subject to sell recommendations from the
     Sponsor.

 5.  IS THIS PORTFOLIO APPROPRIATE FOR YOU?

     Yes, if you want capital appreciation. You
     will benefit from a professionally
     selected and supervised portfolio. This
     Portfolio should be considered as a
     vehicle for investing a portion of your
     assets and not as a complete equity
     investment program.
     The Portfolio is NOT appropriate for you
     if you are not comfortable with the
     Portfolio or are unwilling to take the
     increased risk involved with a growth
     equity investment. It may not be
     appropriate for you if you are seeking
     preservation of capital or current income.
</TABLE>

                                       3
<PAGE>
- --------------------------------------------------------------------------------
                               Defined Portfolio
- -------------------------------------------------------------------
Equity Investor Fund
Focus Series
Global Theme and Sector Portfolio 2000 Series
Defined Asset Funds

- --------------------------------------------------------------------------------

<TABLE>
 1.                                                             %        $              $
<S>                                  <C>              <C>                <C>          <C>
 2.
 3.
 4.
 5.
 6.
 7.
 8.
 9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
                                                          ------                        -----------
                                                          100.00%                       $
                                                          ======                        ===========
</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 February   , 2000, the business day prior to the initial
    date of deposit. The value of the Securities on any subsequent business day
    will vary.
 + The issuer is a foreign corporation; dividends, if any, may be subject to
   withholding taxes.
 * These stocks currently pay dividends.
                        --------------------------------

The securities were acquired on February   , 2000 and are represented entirely
by contracts to purchase the securities. The Sponsor may have acted as
underwriter, manager or co-manager of a public offering of the securities in
this Portfolio during the last three years. Affiliates of the Sponsor may serve
as specialists in the securities in this Portfolio on one or more stock
exchanges and may have a long or short position in any of these securities or
options on any of them, and may be on the opposite side of public orders
executed on the floor of an exchange where the securities are listed. An
officer, director or employee of the Sponsor may be an officer or director of
one or more of the issuers of the securities in the Portfolio. The Sponsor may
trade for its own account as an odd-lot dealer, market maker, block positioner
and/or arbitrageur in any of the securities or in options on them. The Sponsor,
its affiliates, directors, elected officers and employee benefits programs may
have either a long or short position in any securities or in options on them.

                        --------------------------------

                   PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY
                   PROSPECTUS
                   FOR A FUTURE FUND IN THIS SERIES, THE PORTFOLIO WILL CONTAIN
                   DIFFERENT
                   STOCKS FROM THOSE DESCRIBED ABOVE.
<PAGE>
RISK/RETURN SUMMARY (CONTINUED)

<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>
                                                 %         $
     Trustee's Fee
                                                 %         $
     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>
                                                 %         $
     Creation and Development Fee
                                                 %         $
     Other Operating Expenses
                                          -------          -----
                                                 %         $
     TOTAL
</TABLE>

<TABLE>
<C>  <S>                                        <C>
     ORGANIZATION COSTS per 1,000 units                $
     (deducted from Portfolio assets at
     the close of the initial offering
     period)
</TABLE>

<TABLE>
<C>  <S>
     The Creation and Development Fee (estimated
     $.  per unit) compensates the Sponsor for the
     creation and development of the Portfolio and
     is computed based on the Portfolio's average
     daily net asset value through the date of
     collection. This fee historically had been
     included in the sales fee.
</TABLE>

<TABLE>
<C>  <S>                             <C>
     INVESTOR FEES

                                       2.50%
     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, ten deferred
     sales charges of $1.50 per 1,000 units ($15.00
     annually) will be deducted from the Portfolio's
     net asset value on                      , and
     thereafter on the first day of each month
     through           , 2001.
</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
       $        $        $        $
</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.

 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.

     The minimum investment is $250.

     UNIT PRICE PER 1,000 UNITS             $
     (as of February   , 2000)

     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.
</TABLE>

                                       4
<PAGE>

<TABLE>
<C>  <S>
 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 Fund pays distributions of any
     dividend income on the 25th day of
     and              , if you own units on
     the 10th of those months. Distributions
     of ordinary income will be dividends for
     federal income tax purposes, and may be
     eligible for the dividends received
     deduction for corporations.
     Distributions to foreign investors will
     generally be subject to withholding
     taxes.

11.  WHAT OTHER SERVICES ARE AVAILABLE?

     REINVESTMENT OF DISTRIBUTIONS
     If a distribution is made during the
     year, you may choose to reinvest it 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.
</TABLE>

                                       5
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT

INCOME

The Portfolio will pay to you any income it has received    times during its
life. Reasons your income may vary are:
  - changes in the Portfolio because of additional securities purchased or sold;
    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;
- - annual reports 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

CONCENTRATION RISK

When stocks in a particular industry or country make up 25% or more of the
Portfolio, it is said to be "concentrated" in that industry, which makes the
Portfolio less diversified.

Here is what you should know about the Portfolio's concentration in    stocks:

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.

                                       6
<PAGE>
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 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 $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:
  - 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 Global Theme and Sector Portfolio if one is available.

                                       7
<PAGE>
If you hold your units with the Sponsor and notify your financial adviser by
          , 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 Global Theme and Sector Portfolio. If you decide
not to roll over your proceeds, you will receive a cash distribution after the
Portfolio terminates.

The Portfolio will terminate by      , 2001. However, the Sponsors may extend
the termination date for a period no longer than 30 days without notice to Unit
holders. 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 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 $1.50 per 1,000 units ($15.00
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.

                                       8
<PAGE>
EVALUATIONS

The Trustee values the securities on each business day (i.e., any day other than
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
If the securities are listed on a national securities exchange or the Nasdaq
National Market, evaluations are generally based on closing sales prices on that
exchange or that system or, if closing sales prices are not available, at the
mean between the closing bid and offer prices.

INCOME
- - 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 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 Sponsor will receive a Creation and Development Fee of .25% of the
Portfolio's average daily net asset value through the date of collection. This
fee, which has historically been included in the gross sales fee, compensates
the Sponsor for the creation and development of the Portfolio, including
determination of the Portfolio's objective and policies and portfolio

                                       9
<PAGE>
composition and size, selection of service providers and information services.
No portion of the Creation and Development Fee is applied to the payment of
distribution expenses or as compensation for sales efforts.

The Trustee's and Sponsor's fees may be adjusted for inflation without
investors' approval.

The maximum sales fee is 2.50%. If you hold units in certain eligible accounts
offered by the Sponsor, you will pay no sales fee. Employees and non-employee
directors of the Sponsor may be charged a reduced sales fee of no less than
$5.00 per 1,000 Units. If your aggregate sales fee is less than the deferred
sales fee, you will be given additional units which will decrease the effective
maximum sales fee to the amount shown below.

The maximum sales fee is effectively reduced if you invest as follows:

<TABLE>
<CAPTION>
                               YOUR MAXIMUM
                                SALES FEE
          IF YOU INVEST:         WILL BE:
          --------------       ------------
<C>  <S>                       <C>
     Less than $50,000             2.50%
     $ 50,000 to $99,999           2.25%
     $100,000 to $249,999          1.75%
     $250,000 to $999,999          1.50%
     $1,000,000 or more            0.75%
</TABLE>

The deferred sales fees you owe are paid from the Capital Account. Although we
may collect the deferred sales charge monthly, to keep Units more fully invested
we do not currently plan to pay the deferred sales charge until after the
rollover notification date.

The Sponsor will pay advertising and selling expenses at no charge to the
Portfolio. If Portfolio expenses exceed initial estimates, the Portfolio will
owe the excess. The Trustee has a lien on Portfolio assets to secure
reimbursement of Portfolio expenses and may sell securities if cash is not
available.

PORTFOLIO CHANGES

If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which will affect the size
and composition of the portfolio.

We decide whether to offer units for sale that we acquire in the secondary
market after reviewing:
  - diversity of the Portfolio;
  - size of the Portfolio relative to its original size;
  - ratio of Portfolio expenses to income; and
  - 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 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.

                                       10
<PAGE>
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 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 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 there is only one Sponsor and it fails to perform its duties or becomes
bankrupt the Trustee may:
  - 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 Sponsor, has given an opinion that the units are validly
issued.

AUDITORS

Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the

                                       11
<PAGE>
Statement of Condition included in this prospectus.

SPONSOR

The Sponsor is:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051

The Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer the
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.

TRUSTEE

The Bank of New York, Unit Investment Trust Department, P.O. Box 974, Wall
Street Division, New York, New York 10268-0974, is the Trustee. It is supervised
by the Federal Deposit Insurance Corporation, the Board of Governors of the
Federal Reserve System and New York State banking authorities.

UNDERWRITERS' AND SPONSOR'S PROFITS

Underwriter receives sales charges when they sell units. The Sponsor also
realize a profit or loss on deposit of the securities shown under Defined
Portfolio. Any cash made available by you to the Sponsors before the settlement
date for those units may be used in the 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.

The Sponsor will receive a Creation and Development Fee of .25% of the
Portfolio's average daily net asset value through the date of collection. This
fee, which has historically been included in the gross sales fee, compensates
the Sponsor for the creation and development of the Portfolio, including
determination of the Portfolio's objective and policies and portfolio
composition and size, selection of service providers and information services.
No portion of the Creation and Development Fee is applied to the payment of
distribution expenses or as compensation for sales efforts.

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 profit of $     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.

PUBLIC DISTRIBUTION

During the initial offering period, units will be distributed to the public by
the Sponsor and

                                       12
<PAGE>
dealers who are members of the National Association of Securities Dealers, Inc.
Dealers will be entitled to the concession stated below on Units sold or
redeemed.

<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.

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 summarizes the material income tax consequences of holding Units.
It assumes that you are not a dealer, financial institution, insurance company
or other investor with special circumstances 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 intends to quality for special tax treatment as a regulated
investment company so that it will not be subject to federal income tax on the
portion of its taxable income that it distributes to investors in a timely
manner.

                                       13
<PAGE>
DISTRIBUTIONS

Distributions to you of the Portfolio's dividend income and of the Portfolio's
gains from Securities it has held for one year or less will generally be taxed
to you as ordinary income, to the extent of the Portfolio's taxable income not
attributable to the Portfolio's net capital gain. Distributions to you in excess
of the Portfolio's taxable income will be treated as a return of capital and
will reduce your basis in your Units. To the extent such distributions exceed
your basis, they will be treated as gain from the sale of your Units.

Distributions to you that are treated as ordinary income will constitute
dividends for federal income tax purposes. Corporate investors may be eligible
for the 70% dividends-received deduction with respect to these distributions.
You should consult your tax adviser in this regard.

Distributions to you of the Portfolio's net capital gain will generally be
taxable to you as long-term capital gain, regardless of how long you have held
your Units.

Dividends received by the Portfolio from foreign issuers will in most cases by
subject to withholding taxes, although these taxes may be reduced by treaties
between the United States and the relevant country.

GAIN OR LOSS UPON DISPOSITION

You will generally recognize capital gain or loss when you dispose of your
Units. If you receive Securities upon redemption of your Units (including
pursuant to the rollover option), you will generally recognize capital gain or
loss equal to the difference between your basis in your Units and the fair
market value of the Securities received in redemption.

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 that you recognize upon disposition of your Units will be
long-term if you have held your Units 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 BASIS IN THE SECURITIES

Your aggregate basis in the Units will generally be equal to the cost of your
Units, including the initial sales charge. You should not increase your basis in
your Units by deferred sales charges, organizational expenses or by any portion
of the Creation and Development Fee.

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 a 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

                                       14
<PAGE>
gains and income received in each of these plans are exempt from federal
taxation. All distributions from these types of plans are generally treated as
ordinary income but may, in some cases, be eligible for tax-deferred rollover
treatment. You should consult your attorney or tax adviser about the specific
tax rules relating to these plans. These plans are offered by brokerage firms,
including the Sponsor of this Portfolio, and other financial institutions. Fees
and charges with respect to such plans may vary.

SUPPLEMENTAL INFORMATION

You can receive at no cost supplemental information about the Portfolio by
calling the Trustee. The supplemental information includes more detailed risk
disclosure and general information about the structure and operation of the
Portfolio. The supplemental information is also available from the SEC.

                                       15
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsor, Trustee and Holders of Equity Investor Fund, Focus Series, Global
Theme and Sector Portfolio 2000 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 February   , 2000.
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
February   , 2000 in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
New York, N.Y.
February   , 2000

                 STATEMENT OF CONDITION AS OF FEBRUARY   , 2000

TRUST PROPERTY

<TABLE>
<S>                                                        <C>
Investments--Contracts to purchase Securities(1).........  $
                                                           --------------------
        Total............................................  $
                                                           ====================
LIABILITY AND INTEREST OF HOLDERS
    Reimbursement of Sponsor for organization
     expenses(2).........................................  $
                                                           --------------------
    Subtotal
                                                           --------------------
Interest of Holders of        Units of fractional
  undivided interest outstanding:(3)
  Cost to investors(4)...................................  $
  Gross underwriting commissions and organization
    expenses(5)(2).......................................
                                                           --------------------
    Subtotal
                                                           --------------------
        Total............................................  $
                                                           ====================
</TABLE>

- ------------

        (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
         , 2000. The contracts to purchase securities are collateralized by an
irrevocable letter of credit which has been issued by         Bank, New York
Branch, in the amount of $         and deposited with the Trustee. The amount of
the letter of credit includes $         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 $   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 expense obligation
of the investors will be satisfied. If the actual organization costs exceed the
estimated aggregate amount shown above, the Sponsor will pay for this excess
amount.
        (3) Because the value of securities at the evaluation time on the
Initial Date of Deposit may differ from the amounts shown in this statement of
condition, the number of Units offered on the Initial Date of Deposit will be
adjusted to maintain the $     per 1,000 Units offering price only for that day.
The Unit Price on any subsequent business day will vary.
        (4) Aggregate public offering price computed on the basis of the value
of the underlying securities at 4:00 p.m., Eastern time on          , 2000.
        (5) Assumes the maximum initial sales charge per 1,000 units of 1.00% of
the Unit Price. A deferred sales charge of $1.50 per 1,000 Units is payable on
                       and thereafter on the 1st day of each month through
        , 2001. Distributions will be made to an account maintained by the
Trustee from which the deferred sales charge obligation of the investors to the
Sponsor will be satisfied.

                                       16
<PAGE>
              Defined
            Asset Funds-Registered Trademark-

<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         EQUITY INVESTOR FUND
Request the most                         FOCUS SERIES
recent free Information                  GLOBAL THEME AND SECTOR PORTFOLIO 2000
Supplement that gives more               SERIES
details about the Fund,                  (A Unit Investment Trust)
by calling:                              ---------------------------------------
The Bank of New York                     This Prospectus does not contain
1-800-221-7771                           complete information about the
                                         investment company filed with the
                                         Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         - Securities Act of 1933 (file no.
                                         333-90149) 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.
                                                                  100627RR--1/00
</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 they 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>
                       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, Select
                         Ten Portfolio 1999 International Series B (United Kingdom Port-
                         folio), 1933 Act File No. 333-70593).
</TABLE>

- ----------------------------

*To be filed by amendment.

                                      R-1
<PAGE>
                                   SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 31ST DAY OF
JANUARY 2000.

                         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


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