<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 2000
REGISTRATION NO. 333-90145
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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
S&P MARKET CAP PLUS PORTFOLIO
2000 SERIES
(FORMERLY CONCEPT SERIES 42)
DEFINED ASSET FUNDS
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
<TABLE>
<S> <C>
MERRILL LYNCH, PIERCE, DEAN WITTER REYNOLDS INC.
FENNER & SMITH TWO WORLD TRADE
INCORPORATED CENTER--59TH FLOOR
DEFINED ASSET FUNDS NEW YORK, NY 10048
P.O. BOX 9051
PRINCETON, NJ 08543-9051
</TABLE>
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
<TABLE>
<CAPTION>
<S> <C> <C>
TERESA KONCICK, ESQ. COPIES TO: DOUGLAS LOWE, ESQ.
P.O. BOX 9051 PIERRE DE SAINT PHALLE, DEAN WITTER REYNOLDS INC.
PRINCETON, NJ 08543-9051 ESQ. TWO WORLD TRADE
450 LEXINGTON AVENUE CENTER--59TH FLOOR
NEW YORK, NY 10017 NEW YORK, NY 10048
</TABLE>
E. TITLE OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
F. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC.
As soon as practicable after the effective date of the registration statement.
/X/ Check box if it is proposed that this Registration Statement shall become
effective upon filing on April 14, 2000, pursuant to Rule 487.
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- --------------------------------------------------------------------------------
<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 APRIL 7, 2000
DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
----------------------------------------------------
EQUITY INVESTOR FUND
SELECT SERIES
S&P MARKET CAP PLUS PORTFOLIO
2000 SERIES
(A UNIT INVESTMENT TRUST)
SPONSORS: -----------------------------------------------------
MERRILL LYNCH, The Securities and Exchange Commission has not
PIERCE, FENNER & approved or disapproved these Securities or passed
SMITH INCORPORATED upon the adequacy of this prospectus. Any
DEAN WITTER REYNOLDS representation to the contrary is a criminal offense.
INC. Prospectus dated April , 2000.
<PAGE>
- --------------------------------------------------------------------------------
Defined Asset Funds-SM-
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........................... 7
Income............................... 7
Records and Reports.................. 7
The Risks You Face..................... 7
Concentration Risk................... 7
Litigation and Legislation Risks..... 7
Selling or Exchanging Units............ 7
Sponsors' Secondary Market........... 8
Selling Units to the Trustee......... 8
Rollover/Exchange Option............. 9
How The Fund Works..................... 9
Pricing.............................. 10
Evaluations.......................... 10
Income............................... 10
Expenses............................. 10
Portfolio Changes.................... 11
Portfolio Termination................ 12
No Certificates...................... 12
Trust Indenture...................... 12
Legal Opinion........................ 13
Auditors............................. 13
Sponsors............................. 13
Trustee.............................. 13
Underwriters' and Sponsors'
Profits............................ 13
Public Distribution.................. 14
Code of Ethics....................... 14
Year 2000 Issues..................... 14
Advertising and Sales Material....... 14
Taxes.................................. 15
Supplemental Information............... 17
Financial Statements................... 18
Report of Independent Accountants.... 18
Statement of Condition............... 18
</TABLE>
2
<PAGE>
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RISK/RETURN SUMMARY
<TABLE>
<C> <S>
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
- The Portfolio seeks capital appreciation
by investing for a period of about one
year in a fixed portfolio of 25 common
stocks from the Standard & Poor's 100
Index, a subset of the Standard & Poor's
Composite 500 Index, excluding utilities,
if any.
You can participate in the Portfolio by
purchasing units. Each unit represents an
equal share of the stocks in the Portfolio
and receives an equal share of dividend
income.
2. WHAT IS THE PORTFOLIO'S INVESTMENT
STRATEGY?
- To select the 25 Portfolio stocks, we
first began with the Standard & Poor's 100
Index, a subset of the Standard & Poor's
Composite 500 Index (excluding utilities,
if any). The S&P 100 Index is a
capitalization-weighted index of 100 blue
chip stocks from diverse industries. While
there can be no guarantee of results, the
strategy is designed to produce a balanced
portfolio of quality, large-cap stocks.
- We first choose the ten companies in the
Index with the largest market
capitalization and include those stocks in
the Portfolio.
- We then applied a proprietary screening
process that consists of the following
four individual tests which focus on
technical and fundamental factors to
produce the Portfolio stocks.
(1) Price Momentum: We selected the
highest third of the universe based on
1-year price return. We then ranked
the selected stocks based on the
greatest 1-year total return
improvement (current year total return
minus prior year total return).
(2) Recovery: We chose the lowest third of
the universe based on 3-year total
returns. We ranked the selected stocks
based on 1-year price return.
(3) Dividend Yield: We chose the highest
third of the universe based on
dividend yield. We then ranked the
selected stocks based on three-month
price return, and selected the ten
stocks with the lowest price.
(4) Price to Earnings Ratios: We chose the
lowest third of stocks based on price
to earnings ratio. We then ranked them
based on three-month price return, and
chose the ten stocks with the lowest
price.
- The final portfolio is chosen by selecting
the top ranked stock in each category in
the following order: Momentum; Recovery;
Dividend Yield; and Price/Earnings. The
process is repeated until 15 stocks have
been selected. If a stock in a particular
category has already been selected for the
Portfolio, the category in which the
duplicate appears is skipped, and a stock
is chosen from the next category that does
not contain a duplicate.
- We plan to hold the stocks in the
Portfolio for about one year. At the end
of the year, we will liquidate the
Portfolio and intend to apply the same
Strategy to select a new portfolio, if
available.
- Each Select Series S&P Market Cap Plus
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
at any time.
3. WHAT INDUSTRIES ARE REPRESENTED IN THE
PORTFOLIO?
Based upon the principal business of each
issuer and current market values, the
Portfolio represents the following
industries:
</TABLE>
<TABLE>
4. WHAT ARE THE SIGNIFICANT RISKS?
<C> <S>
YOU CAN LOSE MONEY BY INVESTING IN THE
PORTFOLIO. THIS CAN HAPPEN FOR VARIOUS
REASONS, INCLUDING:
- Each screen of the quantitative, multi-
disciplined stock selection process
involves an element of momentum. Momentum
strategies have historically
underperformed in down markets.
</TABLE>
3
<PAGE>
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Defined Portfolio
- -------------------------------------------------------------------
Equity Investor Fund
S & P Core Portfolio 2000 Series
Defined Asset Funds
<TABLE>
<CAPTION>
PRICE
TICKER PERCENTAGE PER SHARE COST
NAME OF ISSUER SYMBOL OF PORTFOLIO (1) TO PORTFOLIO TO PORTFOLIO (2)
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
1. % % $
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
------- -------------
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 April , 2000, the business day prior to the initial
date of deposit. The value of the Securities on any subsequent business day
will vary.
* These stocks currently pay no dividends.
+ These issuers are foreign corporations; dividends, if any, may be subject to
withholding taxes.
----------------------------
The securities were acquired on April , 2000 and are represented entirely by
contracts to purchase the securities. The Sponsors may have acted as an
underwriter, manager or co-manager 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
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 Sponsors may be an officer or director of
one or more of the issuers of the securities in the Portfolio. The Sponsors may
trade for their 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 Sponsors,
their 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>
- Stock prices can be volatile.
- The Portfolio has invested in a limited
subset of index stocks, and therefore
Portfolio performance may not keep pace
with index performance to the extent the
index is driven by stocks not held in the
Portfolio.
- Because the Portfolio is concentrated in
stocks of the industry, adverse
developments in this industry may affect
the value of the units.
- The proprietary screening process was
performed on April , 2000, and the
Portfolio is generally fixed. A
subsequent application of the screens
might yield different stocks. The S&P 100
Index is reconstituted periodically and
therefore the stocks in the Portfolio
will not always reflect the current S&P
100 Index.
- The stocks in the Portfolio are weighted
differently than they are in the Index,
and therefore a particular stock or group
of stocks may have a different impact on
Portfolio returns than it would have on
index returns.
- Dividend rates on the stocks or share
prices may decline during the life of the
Portfolio.
- The Portfolio may continue to purchase or
hold the stocks originally selected even
though their market value or yield may
have changed, they may no longer be
included in the S&P 100 Index or they may
be subject to sell recommendations from
one or more of the Sponsors.
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want capital appreciation.
You will benefit from a professionally
selected and supervised portfolio whose
risk is reduced by investing in equity
securities of different issuers in a
variety of industries.
The Portfolio is NOT appropriate for you
if you are not comfortable with the
Strategy or are unwilling to take the
risk involved with an equity investment.
It may not be appropriate for you if you
are seeking preservation of capital or
high current income.
6. WHAT ARE THE PORTFOLIO'S FEES AND
EXPENSES?
This table shows the costs and expenses
you may pay, directly or indirectly, when
you invest in the Portfolio.
ESTIMATED ANNUAL OPERATING EXPENSES
</TABLE>
<TABLE>
<CAPTION>
AS A %
OF AMOUNT
NET PER 1,000
ASSETS UNITS
------ ---------
<C> <S> <C> <C>
% $
Trustee's Fee
% $
Portfolio Supervision,
Bookkeeping and
Administrative Fees
% $
Creation and
Development Fee
% $
Other Operating Expenses
------- -----
% $
TOTAL
</TABLE>
<TABLE>
<C> <S>
The Creation and Development Fee
(estimated $0.00248 per unit) compensates
the Sponsors 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>
ORGANIZATION COSTS per 1,000 units $
(deducted from Portfolio assets at
the close of the initial offering
period)
</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>
<CAPTION>
You will pay an up-front sales fee of
approximately 1.00%, as well as a total
deferred sales fee of $15.00 ($1.50 per 1,000
units deducted from the Portfolio's net asset
value on , , , 2000 and
thereafter on the first of each month through
, 2001).
<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>
The aggregate fees and expenses will not
exceed the applicable NASD limit which is
6.25% of the initial public offering
price.
</TABLE>
4
<PAGE>
7. HOW WOULD THE STRATEGY HAVE PERFORMED HISTORICALLY?
The following table compares hypothetical performance of the Strategy Stocks
(but not of any actual Portfolio) with actual performance of the S&P 100 Index.
The historic performance of this strategy is an important consideration in
choosing to invest in this Portfolio. However, these results should not be the
sole criteria for selecting this Portfolio. Each step of the stock selection
process involves an element of momentum. Momentum strategies have historically
underperformed in down markets; however, the market has not experienced a down
period during the 18 years shown below. In addition, the Portfolio is invested
in a limited number of Index Stocks, and therefore its performance may not keep
pace with Index performance to the extent the Index is driven by stocks not held
in the Portfolio. This hypothetical performance is no assurance of future
results of either the Strategy or any Portfolio.
COMPARISON OF HYPOTHETICAL STRATEGY TOTAL RETURNS WITH
ACTUAL S&P 100 INDEX TOTAL RETURNS(2)
(STRATEGY FIGURES REFLECT DEDUCTION OF SALES FEES AND EXPENSES)
<TABLE>
<CAPTION>
S&P
100
YEAR STRATEGY(3) INDEX
- ------------------------- ------------- ------
<S> <C> <C>
1982 % %
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000 (through 3/31/00)
18.25 YEAR
AVERAGE ANNUALIZED RETURN
</TABLE>
AVERAGE ANNUALIZED RETURNS AS OF 3/31/00
<TABLE>
<S> <C> <C>
3 YEAR % %
5 YEAR
10 YEAR
15 YEAR
</TABLE>
- ----------------------------
(1) The S&P 100 Index, a subset of the S&P 500 Index, is a capitalization
weighted index of the 100 blue chip stocks from diverse industries.
(2) To compute Total Returns, we add changes in market value and dividends that
would have been received during the year, and divide the sum by the opening
market value for the year. Return from a Portfolio will differ from
constructed Strategy returns for several reasons including the following:
- each Portfolio bears brokerage commissions in buying and selling stocks;
Strategy returns do not reflect any commissions;
- Strategy returns are for calendar years, while Portfolios begin and end on
various dates;
- 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;
- Portfolios may not be fully invested at all times; and
- stocks in a Portfolio may not be weighted equally at all times.
(3) When we ranked the common stocks by dividend yields (as described on page
3), we based the yields on the latest dividend and the stock price at the
market opening on the first trading day of the year.
5
<PAGE>
<TABLE>
<C> <S>
8. IS THE PORTFOLIO MANAGED?
Unlike a mutual fund, the Portfolio is
not managed and stocks are not sold
because of market changes. The Sponsors
monitor the portfolio and may instruct
the Trustee to sell securities under
certain limited circumstances. However,
given the investment philosophy of the
Portfolio, the Sponsors are not likely
to do so.
9. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from the Sponsors and
other broker-dealers. Some banks may
offer units for sale through special
arrangements with the Sponsors, although
certain legal restrictions may apply.
UNIT PRICE PER 1,000 UNITS $
(as of , 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 on
page 4, to which no sales fee has been
applied.
The Portfolio stocks are valued by the
Trustee on the basis of their closing
prices at 4:00 p.m. Eastern time every
business day. Unit price changes every
day with changes in the prices of the
stocks.
10. HOW DO I SELL UNITS?
You may sell your units at any time to
the Sponsors or the Trustee for the net
asset value determined at the close of
business on the date of sale, less any
remaining deferred sales fee and the
costs of liquidating securities to meet
the redemption.
11. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays distributions of any
dividend income, net of expenses, on the
25th of , 2000 and ,
2001, 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 when you receive
distributions and 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. 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. Distributions to
foreign investors will generally be
subject to withholding taxes.
12. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You may choose to reinvest your
distributions into additional units of
the Portfolio. Unless you choose
reinvestment, you will receive your
distributions in cash.
EXCHANGE PRIVILEGES
You may exchange units of this Portfolio
for units of certain other Defined Asset
Funds. You may also exchange into this
Portfolio from certain other funds. We
charge a reduced sales fee on exchanges.
</TABLE>
6
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any income it has received two times during its
life. Because the Portfolio generally pays dividends as they are received,
individual income payments will fluctuate based upon the amount of dividends
declared and paid by each issuer. Other reasons your income may vary are:
- changes in the Portfolio because of additional securities purchased or sold;
- a change in the Portfolio's expenses; and
- the amount of dividends declared and paid.
There can be no assurance that any dividends will be declared or paid.
RECORDS AND REPORTS
You will receive:
- - a notice from the Trustee if new equity securities are deposited in exchange
or substitution for equity securities originally deposited;
- - a final report on Portfolio activity; and
- - annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE
AMOUNT OF INCOME RECEIVED DURING THE YEAR. PLEASE CONTACT YOUR TAX ADVISOR IN
THIS REGARD.
You may request audited financial statements of the Portfolio from the Trustee.
You may inspect records of Portfolio transactions at the Trustee's office during
regular business hours.
THE RISKS YOU FACE
CONCENTRATION RISK
When stocks in a particular industry make up 25% or more of the Portfolio, it is
said to be "concentrated" in that industry, which makes the Portfolio less
diversified. This Portfolio, however, is not considered to be concentrated in
any particular industry.
Here is what you should know about the Portfolio's concentration in stocks of
the industry.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Portfolio.
Future tax legislation could affect the value of the Portfolio by:
- reducing the dividends-received deduction; or
- 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:
- 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.
7
<PAGE>
Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the Portfolio.
As of the close of the initial offering period, the price you receive will be
reduced to pay the Portfolio's estimated organization costs.
If you sell your units before the final deferred sales fee installment, the
amount of any remaining payments will be deducted from your proceeds.
SPONSORS' SECONDARY MARKET
While we are not obligated to do so, we will buy back units at net asset value
less any remaining deferred sales fee and the cost of liquidating Securities to
meet the redemption. We may resell the units to other buyers or to the Trustee.
We have maintained a secondary market continuously for more than 28 years, but
we could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by contacting your broker, dealer or financial
institution that holds your units in street name. Sometimes, additional
documents are needed such as a trust document, certificate of corporate
authority, certificate of death or appointment as executor, administrator or
guardian.
Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee may sell your units in the over-the-counter market if it
believes it can obtain a higher price. In that case, you will receive the net
proceeds of the sale.
If the Portfolio does not have cash available to pay you for the units you are
selling, the 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:
- 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
8
<PAGE>
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 S&P Market Cap Plus Portfolio if one is available.
If you hold your Units with the Sponsors 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 Institutional Holdings Portfolio. If you decide not
to roll over your proceeds, you will receive a cash distribution (or, if you so
choose, an in-kind distribution) after the Portfolio terminates.
If you do not elect the rollover option by the above notification date, but
later inform your financial professional that you want to invest in the next S&P
Market Cap Plus Portfolio, you will recognize gain, if any, with respect to your
pro rata share of each security in this Portfolio. You will not be entitled to
claim a loss in respect of any security to the extent that the same security is
included in your pro rata share of the next S&P Market Cap Plus Portfolio.
The Portfolio will terminate by , 2001. You may, by written notice to
the Trustee at least ten business days prior to termination, elect to receive an
in-kind distribution of your pro rata share of the Securities remaining in the
Portfolio at that time (net of your share of expenses). Of course, you can sell
your Units at any time prior to termination.
If your investment goals change and you continue to hold your Units, you may
exchange units of this Portfolio any time before this Portfolio terminates for
units of certain other Defined Asset Funds at a reduced sales fee. In addition,
you may exchange into this Fund from certain other Defined Asset Funds. To
exchange units, you should talk to your 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 $15.00 per 1,000 units and is
accrued in ten installments. Units redeemed or repurchased prior to the accrual
of the final deferred sales fee installment will have the
9
<PAGE>
amount of any remaining installments deducted from the redemption or repurchase
proceeds or deducted in calculating an in-kind distribution, however, this
deduction will be waived in the event of the death or disability (as defined in
the Internal Revenue Code of 1986) of an investor. The initial sales fee is
equal to the aggregate sales fee less the aggregate amount of any remaining
installments of the deferred sales fee.
It is anticipated that securities will not be sold to pay the deferred sales fee
until after the date of the last installment. Investors will be at risk for
market price fluctuations in the securities from the several installment accrual
dates to the dates of actual sale of securities to satisfy this liability.
EVALUATIONS
The Trustee values the securities on each business day (i.e., any day other than
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
If the securities are listed on a national securities exchange or the Nasdaq
National Market, evaluations are generally based on closing sales prices on that
exchange or that system or, if closing sales prices are not available, at the
mean between the closing bid and offer prices.
INCOME
- - The annual income per unit, after deducting estimated annual Portfolio
expenses per unit, will depend primarily upon the amount of dividends declared
and paid by the issuers of the securities and changes in the expenses of the
Portfolio and, to a lesser degree, upon the level of purchases of additional
securities and sales of securities. There is no assurance that dividends on
the securities will continue at their current levels or be declared at all.
- - 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 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:
- expenses for keeping the Portfolio's registration statement current;
- Portfolio termination expenses and any governmental charges.
- for extraordinary services and costs of indemnifying the Trustee and the
Sponsors; and
- costs of actions taken to protect the Portfolio and other legal fees and
expenses;
The Sponsors are currently reimbursed up to 70 CENTS per 1,000 units annually
for providing portfolio supervisory, bookkeeping and
10
<PAGE>
administrative services and for any other expenses properly chargeable to the
Portfolio. While this fee may exceed the amount of these costs and expenses
attributable to this Portfolio, the total of these fees for all Series of
Defined Asset Funds will not exceed the aggregate amount attributable to all of
these Series for any calendar year. Certain of these expenses were previously
paid for by the Sponsors.
Standard & Poor's is a trademark of The McGraw-Hill Companies, Inc. and has been
licensed for use by Defined Asset Funds. The Portfolio is not sponsored,
managed, sold or promoted by Standard & Poor's.
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 S&P 100 Index.
The Sponsors 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 Sponsors for the creation and development 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.
The Trustee's and Sponsors' 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
IF YOU INVEST: FEE WILL BE:
-------------- ------------------
<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 Sponsors will pay advertising and selling expenses at no charge to the
Portfolio. If Portfolio expenses exceed initial estimates, the Portfolio will
owe the excess. The Trustee has a lien on Portfolio assets to secure
reimbursement of Portfolio expenses and may sell securities if cash is not
available.
PORTFOLIO CHANGES
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which may affect the
composition of the portfolio.
11
<PAGE>
We decide whether to offer for sale units that we acquire in the secondary
market after reviewing:
- diversity of the Portfolio;
- size of the Portfolio relative to its original size;
- ratio of Portfolio expenses to income; and
- cost of maintaining a current prospectus.
If the Portfolio is buying or selling a stock actively traded on a national
securities exchange or certain foreign exchanges, it may buy from or sell to
another Defined Asset Fund at the stock's closing sale price (without any
brokerage commissions).
PORTFOLIO TERMINATION
When the Portfolio is about to terminate you will receive a notice, and you will
be unable to sell your units after that time. Unless you choose to receive an
in-kind distribution of securities, we will sell any remaining securities, and
you will receive your final distribution in cash.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling securities. This may reduce the amount you receive as
your final distribution.
NO CERTIFICATES
All investors are required to hold their Units in uncertificated form and in
"street name" by their broker, dealer or financial institution at the Depository
Trust Company.
TRUST INDENTURE
The Portfolio is a "unit investment trust" governed by a Trust Indenture, a
contract between the 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:
- 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 Sponsors. The Sponsors 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 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
12
<PAGE>
resignation, the resigning Trustee may petition a court to appoint a successor.
If the Sponsors fail to perform their duties or become bankrupt the Trustee may:
- remove them and appoint replacement Sponsors;
- liquidate the Portfolio; or
- continue to act as Trustee without 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
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
TRUSTEE
The Bank of New York, Unit 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 SPONSORS' PROFITS
The Underwriter receives sales charges when it sells units. The Sponsors also
realize a profit or loss on deposit of the securities shown under Defined
Portfolio. Any cash made available by you to the Sponsors before the settlement
date for those units may be used in the Sponsors' businesses to the extent
permitted by federal law and may benefit the Sponsors.
The Sponsors or Underwriter may realize profits or sustain losses on stocks in
the Portfolio which were acquired from underwriting syndicates of which they
were a member.
The Sponsors 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 Sponsors for the creation and development of the Portfolio, including
determination of the Portfolio's objective and policies and portfolio
13
<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.
During the initial offering period, the Sponsors also may realize profits or
sustain losses on units they hold due to fluctuations in the price per unit. The
Sponsors experienced a loss of $ on the initial deposit of the securities.
Any profit or loss to the Portfolio will be effected by the receipt of
applicable sales charges and a gain or loss on subsequent deposits of
securities. In maintaining a secondary market, the Sponsors will also realize
profits or sustain losses in the amount of any difference between the prices at
which they buy units and the prices at which they resell or redeem them.
PUBLIC DISTRIBUTION
During the initial offering period, units will be distributed to the public by
the Sponsors and dealers who are members of the National Association of
Securities Dealers, Inc.
Dealers will be entitled to the concession stated below on Units sold or
redeemed.
<TABLE>
<CAPTION>
DEALER CONCESSION
AS
A % OF PUBLIC
AMOUNT PURCHASED OFFERING PRICE
---------------- -----------------
<S> <C> <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 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
Each of the Portfolio and the Agent for the Sponsor has adopted a code of ethics
requiring preclearance and reporting of personal securities transactions by its
employees with access to information on portfolio transactions. Subject to
certain conditions, the codes permit employees to invest in Portfolio securities
for their own accounts. The codes are designed to prevent fraud, deception and
misconduct against the Portfolio and to provide reasonable standards of conduct.
These codes are on file with the Commission and you may obtain a copy by
contacting the Commission at the address listed on the back cover of this
prospectus.
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"). To date, we are not aware of any major operational difficulties
resulting from the computer system changes necessary to prepare for the Year
2000. However, there can be no assurance that the Year 2000 Problem will not
adversely affect the issuers of the securities contained in the Portfolio. We
cannot predict whether any impact will be material to the Portfolio as a whole.
ADVERTISING AND SALES MATERIAL
Sales material may discuss developing a long-term financial plan, working with
your financial professional; the nature and risks of various investment
strategies and Defined
14
<PAGE>
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.
Advertising and sales literature may contain cumulative past performance of the
hypothetical Strategy, either in dollars or average annualized returns (changes
in market prices with dividends reinvested at year ends) for various periods,
compared to the Standard & Poor's 500 Index, the S&P 100 Index or other relevant
market indices. Strategy figures reflect deduction of Portfolio sales charges
and estimated expenses. Sales material may also illustrate hypothetical Strategy
results of regular accumulations and withdrawals of specified sums and discuss
possible tax savings.
While indexing attempts to mirror market trends, the Portfolio's screening
process selects stocks from a major index for a combination of value, capital
appreciation potential and current dividend income. Because of this disciplined
screening process, investors are relieved of making individual buy and sell
decisions.
Sales literature and articles may state research opinions on the economy and
industry sectors and include a list of funds generally appropriate for pursuing
these recommendations.
TAXES
The following summary describes some of the important income tax consequences of
holding units. It assumes that you are not a dealer, financial institution,
insurance company or other investor with special circumstances. You should
consult your own tax adviser about your particular circumstances.
In the opinion of our counsel, under existing law:
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Portfolio will not be taxed as a corporation for federal income tax
purposes, and you will be considered to own directly your share of each security
in the Portfolio.
You will be considered to receive your share of any dividends paid when those
dividends are received by the Portfolio. Income from dividends will be taxed at
ordinary income rates. If you are a corporate investor, you may be eligible for
the dividends received deduction if you satisfy the applicable holding period
and other requirements. You should consult your tax adviser in this regard.
GAIN OR LOSS UPON DISPOSITION
You will generally recognize gain or loss when you dispose of your units for
cash (by sale or redemption), when you exchange 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. Your
holding period for the
15
<PAGE>
distributed securities will include your holding period in your units.
If you elect to roll over your investment in the Portfolio by , 2000, and
you do not hold your Portfolio in a currently non-taxable account (e.g., an IRA
account), 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 you do not elect the rollover option by the above notification date, but
later inform your financial professional that you want to invest in the next S&P
Market Cap Plus Portfolio, you will recognize gain, if any, with respect to your
pro rata share of each security in this Portfolio. You will not be entitled to
claim a loss in respect of any security to the extent that the same security is
included in your pro rata share of the next S&P Market Cap Plus Portfolio.
If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain or loss from the Portfolio will be long-term if you are considered
to have held your investment which produces the gain or loss for more than one
year and short-term otherwise. Because the deductibility of capital losses is
subject to limitations, you may not be able to deduct all of your capital
losses. You should consult your tax adviser in this regard.
YOUR TAX BASIS IN THE SECURITIES
Your aggregate tax basis in your units will be equal to the cost of the units,
including the sales fee. Your aggregate tax basis in units that you hold as a
result of a rollover from an earlier portfolio will equal your basis in
securities that were rolled over from the previous portfolio plus the proceeds
(other than proceeds that were paid to you) from the sale of securities from the
portfolio which were not rolled over. You should not increase your basis in your
units by deferred sales charges or organizational expenses or by any portion of
the Creation and Development Fee. 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. Your basis for securities distributed
to you will be the same as the portion of your basis in your units that is
attributable to the distributed securities.
EXPENSES
If you are an individual who itemizes deductions, you may deduct your share of
Portfolio expenses (including the applicable portion of the Creation and
Development Fee), 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 $128,950
($64,475 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.
16
<PAGE>
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 withholding tax at a rate of 30% (or
a lower applicable treaty rate) on your share of dividends received by the
Portfolio. You should consult your tax adviser about the possible application of
federal, state and local, and foreign taxes.
RETIREMENT PLANS
You may wish to purchase units for an Individual Retirement Account ("IRAs") or
other retirement plan. Generally, capital gains and income received in each of
these plans are exempt from federal taxation. All distributions from these types
of plans are generally treated as ordinary income but may, in some cases, be
eligible for tax-deferred rollover treatment. You should consult your attorney
or tax adviser about the specific tax rules relating to these plans. These plans
are offered by brokerage firms, including the Sponsors of this Portfolio, and
other financial institutions. Fees and charges with respect to such plans may
vary.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Portfolio by
calling the Trustee. The supplemental information includes more detailed risk
disclosure and general information about the structure and operation of the
Portfolio. The supplemental information is also available from the SEC.
17
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Equity Investor Fund, Select Series, S&P
Market Cap Plus 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 April , 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 April ,
2000 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, NY
April , 2000
STATEMENT OF CONDITION AS OF APRIL , 2000
TRUST PROPERTY
<TABLE>
<S> <C>
Investments--Contracts to purchase Securities(1)......... $
--------------------
Total............................................ $
====================
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsors 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 April
, 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 actual organization costs exceed the estimated
amount shown above, the Sponsors will pay this excess amount.
(3) Because the value of securities at the evaluation time on the
Initial Date of Deposit may differ from the amounts shown in this statement of
condition, the number of Units offered on the Initial Date of Deposit will be
adjusted to maintain the $ 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 April , 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
, , , 2000 and the 1st day of each month thereafter 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
Sponsors will be satisfied. If units are redeemed prior to , 2001, the
remaining portion of the distribution applicable to such units will be
transferred to such account on the redemption date.
18
<PAGE>
Defined
Asset Funds-Registered Trademark->
<TABLE>
<S> <C>
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most SELECT SERIES
recent free Information S&P MARKET CAP PLUS PORTFOLIO
Supplement that gives more 2000 SERIES A
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.
333-90145) 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.
100612RR--4/00
</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 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 each 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:
<TABLE>
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 8-7221
Dean Witter Reynolds Inc. .................................. 8-14172
</TABLE>
----------------------------
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsors and Trustee are as follows:
<TABLE>
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 13-5674085
Dean Witter Reynolds Inc. .................................. 94-0899825
The Bank of New York, Trustee............................... 13-4941102
</TABLE>
UNDERTAKING
Each of the Sponsors undertakes that it will not make any amendment to the
Supplement to this Registration Statement which includes material changes
without submitting the amendment for Staff review prior to distribution.
II-1
<PAGE>
SERIES OF EQUITY INVESTOR FUND
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
SEC
SERIES NUMBER FILE NUMBER
- ------------- -----------
<S> <C>
Select S&P Industrial Portfolio--1998 Series H.............. 33-64577
Investment Philosophy Series 1991 Selected Industrial
Portfolio................................................... 33-39158
Standard & Poors Industry Turnaround Portfolio.............. 333-39121
Select Series Institutional Holdings Portfolio Series B..... 333-81879
</TABLE>
CONTENTS OF REGISTRATION STATEMENT
The Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The following exhibits:
<TABLE>
<S> <C>
1.1 -- Form of Trust Indenture (incorporated by reference to Exhibit
1.1 to the Registration Statement of Equity Income Fund, Select
S&P Industrial Portfolio 1997 Series A. 1933 Act File No.
33-05683.
1.1.1 -- Form of Standard Terms and Conditions of Trust Effective
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to
the Registration Statement of Municipal Investment Trust Fund,
Multistate Series--48, 1933 Act File No. 33-50247).
1.2 -- Form of Master Agreement Among Underwriters (incorporated by
reference to Exhibit 1.2 to the Registration Statement of The
Corporate Income Fund, One Hundred Ninety-Fourth Monthly
Payment Series, 1933 Act File No. 2-90925).
1.11.1 -- Merrill Lynch Code of Ethics (incorporated by reference to
Exhibit 1.11.1 to Post-Effective Amendment No. 2 to the
Registration Statement of Equity Participation Series, Low Five
Portfolio, Defined Asset Funds, 1933 Act File No. 333-05685).
1.11.2 -- Equity Investor Fund Code of Ethics (incorporated by reference
to Exhibit 1.11.2 to Post-Effective Amendment No. 2 to the
Registration of Equity Participation Series Low Five Portfolio,
Defined Asset Funds, 1933 Act File No. 333-05685).
*3.1 -- Opinion of counsel as to the legality of the securities being
issued including their consent to the use of their names under
the heading "How the Fund Works--Legal Opinion" in the
Prospectus.
*5.1 -- Consent of independent accountants.
9.1 -- Information Supplement (incorporated by reference to Exhibit
9.1 to the Registration Statement of Equity Investor Fund, Select
Ten Portfolio 1999 International Series A (United Kingdom Port-
folio), 1933 Act File No. 33-70593).
</TABLE>
- ----------------------------
*To be filed by amendment.
R-1
<PAGE>
SIGNATURES
The registrant hereby identifies the series numbers of Equity Investor Fund
listed on page R-1 for the purposes of the representations required by Rule 487
and represents the following:
1) That the portfolio securities deposited in the series as to which this
registration statement is being filed do not differ materially in type or
quality from those deposited in such previous series;
2) That, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential information for, the
series with respect to which this registration statement is being filed,
this registration statement does not contain disclosures that differ in
any material respect from those contained in the registration statements
for such previous series as to which the effective date was determined by
the Commission or the staff; and
3) That it has complied with Rule 460 under the Securities Act of 1933.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 10TH DAY OF
APRIL, 2000.
SIGNATURES APPEAR ON PAGE R-3 AND R-4.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
<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 JAY M. FIFE
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)
R-3
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR
<TABLE>
<S> <C>
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, 333-47553 and 333-89005
</TABLE>
BRUCE F. ALONSO
RICHARD M. DeMARTINI
RAYMOND J. DROP
JAMES F. HIGGINS
JOHN J. MACK
MITCHELL M. MERIN
STEPHEN R. MILLER
PHILIP J. PURCELL
JOHN H. SCHAEFER
THOMAS C. SCHNEIDER
ALAN A. SCHRODER
ROBERT G. SCOTT
By MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)
R-4
