<PAGE>
DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
----------------------------------------------------
EQUITY INVESTOR FUND
SELECT TEN RETIREMENT PORTFOLIO
SERIES 2000
(A UNIT INVESTMENT TRUST)
- TOTAL RETURN FROM:
-- CAPITAL APPRECIATION
-- CURRENT DIVIDEND INCOME
- 10 HIGHEST DIVIDEND YIELDING DOW STOCKS
- INVESTMENT ALTERNATIVE FOR EMPLOYEE BENEFIT PLANS
ESTABLISHED BY MERRILL LYNCH & CO., INC. AND
AFFILIATES
SPONSOR:
MERRILL LYNCH, -----------------------------------------------------
PIERCE, FENNER & SMITH The Securities and Exchange Commission has not
INCORPORATED approved or disapproved these Securities or passed
PAINEWEBBER INCORPORATED upon the adequacy of this prospectus. Any
DEAN WITTER REYNOLDS representation to the contrary is a criminal offense.
I+NC. Prospectus dated February 11, 2000.
<PAGE>
- --------------------------------------------------------------------------------
Defined Asset Funds--Registered Trademark--
Defined Asset Funds-Registered Trademark- is America's oldest and largest family
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.
- -------------
"DEFINED ASSET FUNDS" IS A REGISTERED
SERVICEMARK OF MERRILL LYNCH & CO., INC.
<TABLE>
<S> <C>
CONTENTS
PAGE
--
Risk/Return Summary.................. 3
What You Can Expect From Your
Investment......................... 8
Income............................. 8
Records and Reports................ 8
The Risks You Face................... 8
Litigation and Legislation Risks... 8
Selling Units........................ 9
The ML Plan........................ 9
Selling Units to the Trustee....... 9
Potential Rollover................. 10
How The Fund Works................... 10
Pricing............................ 10
Evaluations........................ 10
Income............................. 10
Expenses........................... 11
Portfolio Changes.................. 11
Termination Date................... 11
No Certificates.................... 11
Trust Indenture.................... 11
Legal Opinion...................... 12
Auditors........................... 12
Sponsor............................ 12
Trustee............................ 12
Distribution....................... 12
Code of Ethics..................... 12
Year 2000 Issues................... 13
Taxes................................ 13
Supplemental Information............. 13
Financial Statements................. 14
Report of Independent Accountants.. 14
Statement of Condition............. 14
</TABLE>
2
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RISK/RETURN SUMMARY
<TABLE>
<C> <S>
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
- The Portfolio seeks total return through
a combination of current dividend income
and capital appreciation.
Units are offered only to employee
benefit plans established by Merrill
Lynch & Co., Inc. and its
affiliates--the ML Plan, as an
investment alternative for plan
allocations to help participants meet
their personal retirement needs and
goals. The ML Plan will invest in Units
in accordance with allocation
instructions received from employees
pursuant to the plan. Accordingly, the
interests of an employee in the Units
are subject to the terms of the ML Plan
and the terms on which Units are offered
as an investment alternative under the
ML Plan. The rights of the ML Plan as a
holder of Units should be distinguished
from the rights of an employee. The term
"you" in this Prospectus refers to the
ML Plan.
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?
- Its strategy is to invest in a fixed
portfolio of approximately equal amounts
of the 10 highest dividend-yielding
common stocks of the 30 stocks in the
Dow Jones Industrial Average.
- Each Select Ten Retirement 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. The ML Plan as
Holder can sell its units any time.
The Portfolio plans to hold the stocks
in the Portfolio for about one year. At
the end of the year, we will liquidate
the Portfolio and apply the same
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>
- Auto Manufacturing 10%
<C> <S>
- Chemical Products 10
- Financial Services/Banking 10
- Forest Products and Paper 10
- Machinery-Construction & Mining 10
- Manufacturing 10
- Oil/Gas 10
- Photo Equipment/Supplies 10
- Telecommunications 10
- Tobacco/Food Processing 10
</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:
- The common stocks in the Portfolio
generally have attributes that have
caused them to have lower prices or
higher dividend yields relative to the
other stocks in the DJIA.
For example:
</TABLE>
<TABLE>
<S> <C>
-- the issuers may be having financial
problems;
-- the stocks may be out of favor with
the market because of weak
performance, poor earnings forecasts,
negative publicity or
litigation/legislation; and
-- the stocks may be reacting to general
market cycles.
</TABLE>
<TABLE>
<C> <S>
- The market factors that caused the
relatively low prices and high dividend
yields of the stocks may change.
- Stock prices can be volatile.
- Dividend rates on the stocks or share
prices may decline during the life of
the Portfolio.
</TABLE>
3
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Defined Portfolio
- -------------------------------------------------------------------
Equity Investor Fund
Select Ten Retirement Portfolio Series 2000
Defined Asset Funds
<TABLE>
<CAPTION>
PRICE
TICKER PERCENTAGE CURRENT PER SHARE COST
NAME OF ISSUER* SYMBOL OF PORTFOLIO (1) DIVIDEND YIELD (2) TO PORTFOLIO TO PORTFOLIO (3)
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
1. Philip Morris Companies, Inc. MO 10.01% 9.66% $ 19.8750 $ 10,553.63
2. J. P. Morgan & Company, Inc. JPM 9.73 3.51 114.0000 10,260.00
3. Caterpillar, Inc. CAT 10.07 3.42 38.0625 10,619.44
4. Eastman Kodak Company EK 10.15 2.96 59.4375 10,698.75
5. Minnesota Mining &
Manufacturing Company MMM 10.28 2.60 86.0000 10,836.00
6. General Motors Corporation GM 9.84 2.60 76.8750 10,378.13
7. DuPont (E.I.) De Nemours &
Company DD 9.69 2.59 54.0625 10,217.81
8. Exxon Mobil Corporation XOM 9.71 2.32 75.8750 10,243.13
9. SBC Communications, Inc. SBC 10.07 2.31 42.1250 10,615.50
10. International Paper IP 10.45 2.29 43.7500 11,025.00
------ -----------
100.00% $105,447.39
====== ===========
</TABLE>
- ----------------------------
* We chose the 10 highest dividend-yielding stocks of the DJIA subject to any
appropriate adjustment to take into account mergers, announcements and other
factors.
(1) Based on Cost to Portfolio.
(2) Current Dividend Yield for each security was calculated by annualizing the
last monthly, quarterly or semi-annual ordinary dividend declared on the
security and dividing the result by its market value as of the close of
trading on February 10, 2000.
(3) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on February 10, 2000, the business day prior to the initial
date of deposit. The value of the Securities on any subsequent business day
will vary.
----------------------------
The securities were acquired on February 10, 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>
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RISK/RETURN SUMMARY (CONTINUED)
<TABLE>
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- 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 DJIA or they may be
subject to sell recommendations by the
Sponsor.
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want current dividend income
and capital appreciation. You will
benefit from a tested strategy and a
portfolio whose risk is reduced by
investing in equity securities of 10
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.
6. WHAT ARE THE PORTFOLIO'S FEES AND
EXPENSES?
SPONSOR'S ADMINISTRATIVE FEE
Maximum of $0.05 annually per 1,000
Units accrued daily (not to exceed its
direct expenses). This fee is paid from
dividend income on the stocks held in
the Portfolio.
This table shows the costs and expenses
that an ML Plan participant may pay,
directly or indirectly, when it invests
in the Portfolio.
ESTIMATED ANNUAL OPERATING EXPENSES
</TABLE>
<TABLE>
.326 % $3.26
Trustee's Fee
(including
organization costs)
.005 % $0.05
Sponsor's
Administrative
Fee
<CAPTION>
AS A % OF AMOUNT
NET PER 1,000
ASSETS UNITS
--------- ---------
<C> <S> <C> <C>
.031 % $0.31
Other Operating Expenses
------- -----
.362 % $3.62
TOTAL
</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 (including annual rollovers
into new portfolios) 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 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
$37 $116 $203 $458
</TABLE>
4
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RISK/RETURN SUMMARY (CONTINUED)
7. HOW HAVE SELECT TEN RETIREMENT PORTFOLIOS PERFORMED IN THE PAST?
The following table shows the actual annualized returns to investors who
bought prior Portfolios beginning in 1996 and who rolled over their investment
into new Portfolios as they became available. The table also shows the return
for the latest completed portfolio (through termination not rollover), which is
higher than the cumulative performance figures because market prices have
declined since its completion date. The returns assume that investors reinvested
all dividends and paid Portfolio expenses but no sales fees. Of course, past
performance is no guarantee of future results.
<TABLE>
<CAPTION>
CUMULATIVE PERFORMANCE
(INCLUDING ANNUAL
ROLLOVERS) THROUGH
12/31/99 COMPLETED PORTFOLIOS
- ------------------------- ----------------------------------
STARTING ANNUALIZED ANNUALIZED
DATE RETURN TERM RETURN
- ------------- ---------- ---- ----------
<S> <C> <C> <C>
2/20/96-2/11/97 28.97%*
2/20/96 15.46% 2/11/97-2/11/98 20.40%
2/11/98-2/11/99 6.65%
</TABLE>
-------------------------------------------------------------
* This portfolio was outstanding less
than one year, and therefore this
represents, the total return of this
portfolio, not the annualized return.
5
<PAGE>
- --------------------------------------------------------------------------------
RISK/RETURN SUMMARY (CONTINUED)
8. HOW WOULD THE STRATEGY HAVE PERFORMED HISTORICALLY?
The following table compares constructed performance of the Strategy Stocks
(but not of any actual Portfolio) with actual performance of the Dow Jones
Industrial Average. Portfolio performance may vary from that of the index shown
below for a variety of reasons. For example, the Portfolio has invested in a
limited subset of index stocks, and therefore its performance may not keep pace
with index performance to the extent the index is driven by stocks not held in
the Portfolio. In addition, the Portfolio stocks may have been chosen for
specific characteristics that are at odds with the characteristics of the stocks
driving the market at a given time. For example, we may have chosen value stocks
at a time when growth stocks are peforming well. This constructed performance is
no assurance of future results of either the Strategy or any Portfolio.
COMPARISON OF TOTAL RETURNS(1)
(Strategy figures reflect deduction of Select Ten Retirement Portfolio expenses)
<TABLE>
<S> <C> <C>
DOW JONES
YEAR STRATEGY (2) INDUSTRIAL AVERAGE (DJIA)
- --------------- -------------------- ------------------------------
1973 -1.38% -13.12%
1974 -0.67 -23.14
1975 56.66 44.40
1976 34.45 22.72
1977 -1.19 -12.71
1978 -0.20 2.69
1979 11.99 10.52
1980 26.01 21.41
1981 7.11 -3.40
1982 25.10 25.79
1983 38.10 25.68
1984 6.98 1.06
1985 28.27 32.78
1986 34.21 26.91
1987 6.61 6.02
1988 23.78 15.95
1989 26.94 31.71
1990 -8.30 -0.57
1991 33.01 23.93
1992 7.96 7.34
1993 26.56 16.72
1994 3.53 4.95
1995 36.12 36.48
1996 27.58 28.57
1997 21.23 24.78
1998 10.01 18.00
1999 3.25 27.01
25 YEAR AVERAGE
ANNUAL RETURN 18.37 16.72
27 YEAR AVERAGE
ANNUAL RETURN 16.89 13.68
</TABLE>
- ----------------------------
(1) To compute Total Returns, we add changes in market value and dividends that
would have been received during the year, and divide the sum by the opening
market value for the year. 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.
(2) 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.
6
<PAGE>
- --------------------------------------------------------------------------------
RISK/RETURN SUMMARY (CONTINUED)
<TABLE>
<C> <S>
9. 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.
10. HOW DO I BUY UNITS?
There is no minimum investment.
Units may be purchased at net asset
value by certain employee benefit plans
established for employees of Merrill
Lynch & Co., Inc. and its affiliates.
These plans may buy Units only directly
from the Trustee and may realize the
value of Units only by tendering them
for redemption. Units of this Portfolio
may not be held outside of an ML Plan.
UNIT PRICE PER 1,000 UNITS $1,000.00
(as of February 10, 2000)
While you pay no sales fee, Units are
subject to the Sponsor's Administrative
Fee. If you buy Units after the initial
date of deposit, you won't pay any fees
previously accrued.
The Portfolio stocks are valued by the
Trustee on the basis of their closing
prices at 4:00 p.m. Eastern time every
business day. Unit price changes every
day with changes in the prices of the
stocks.
11. HOW DO I SELL UNITS?
The ML Plan as Holder may sell 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. You will only pay fees previously
accrued but not deducted.
12. HOW ARE DISTRIBUTIONS MADE?
The Portfolio pays distributions of any
dividend income, net of expenses, on the
10th of May, August and November, 2000
and January, 2001 for all units owned on
the 9th of those months. Because the ML
Plan is exempt from tax, neither it nor
any participating employee is taxed
currently on income from the Portfolio
while the Plan holds your units. A
portion of dividend payments received
may be used to pay expenses of the
Portfolio.
13. WHAT OTHER SERVICES ARE AVAILABLE?
AUTOMATIC REINVESTMENT
Dividends paid to the ML Plan are
automatically reinvested in additional
Units. Reinvestment helps to compound
your income for greater total return.
</TABLE>
7
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay the ML Plan any income it has received four 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 the income may vary are:
- changes in the Portfolio because of additional securities purchases or
sales;
- 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
The ML Plan will receive:
- - a notice from the Trustee if new equity securities are deposited in exchange
or substitution for equity securities originally deposited; and
- - a final report on Portfolio activity.
Investors may inspect Portfolio records and documents at the Trustee's office
during regular business hours.
THE RISKS YOU FACE
LITIGATION AND LEGISLATION RISKS
Philip Morris Companies common stock represents approximately 10% of the value
of the Portfolio. Pending or threatened legal proceedings against Philip Morris
cover a wide range of matters including product liability and consumer
protection. Damages claimed in many of the smoking and health cases alleging
personal injury (both individual and class actions), and in health cost recovery
cases brought by governments, unions and similar entities (the most recent suit
was filed by the Justice Department on September 22, 1999) seeking reimbursement
for healthcare expenditures, aggregate many billions of dollars.
On November 23, 1998, Philip Morris entered into a Master Settlement Agreement
with 46 state governments to settle the asserted and unasserted healthcare cost
recovery and certain other claims against them. The Agreement is subject to
final judicial approval in each of the settling states. As part of the
Agreement, Philip Morris and the three other major domestic tobacco
manufacturers have agreed to participate in the establishment of a $5.15 billion
trust fund. The Trust is to be funded over 12 years beginning in 1999. PM Inc.
has agreed to pay $300 million into the trust in 1999. Philip Morris charged
approximately $3.1 billion as a pretax expense in 1998 as a result of the
settlement, and as of December 31, 1998, had accrued costs of its obligations
under the settlement and to tobacco growers aggregating $1.4 billion, payable
principally before the end of the year 2000. Philip Morris believes the
agreement will likely materially adversely affect the business, volume, cash
flows and/or operating income and financial position of the company in future
years. The degree of the adverse impact will depend, among other things, on the
rates of decline in United States cigarette sales in the premium and discount
segments, the company's share of the domestic premium and discount cigarette
segments, and the effect of any resulting cost advantage of manufacturers not
subject to the agreement.
8
<PAGE>
The Sponsor cannot predict the outcome of the litigation pending against Philip
Morris or how the current uncertainty concerning the settlement will ultimately
be resolved. The Sponsor cannot predict whether these and other possible
developments will have a material effect on the price of Philip Morris stock
over the term of the Portfolio, which could in turn adversely affect Unit
prices.
Other than as described above 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 increasing the
corporate tax rate resulting in less money available for dividend payments.
SELLING UNITS
THE ML PLAN
Because the Sponsor is a "party in interest" of the ML Plan, ERISA prohibits it
from selling Units to or buying them from the ML Plan. Accordingly, the ML Plan
buys Units directly from the Trustee and only tenders Units to the Trustee for
redemption. The Sponsor may not act as dealer, or charge for its services as
broker, for the Trust. ERISA also prohibits the Sponsor from receiving
compensation or other consideration except for reimbursement of its direct
expenses. Therefore, the administrative fee reimburses the Sponsor for these
expenses, and the Sponsor will not collect this fee on Units held by the ML Plan
at any time when it has no unreimbursed expenses.
The ML Plan as holder can sell Units at any time at net asset value. The 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 units outstanding.
The sale proceeds may be more or less than the Unit's cost because of Portfolio
expenses, market movements and changes in the Portfolio.
SELLING UNITS TO THE TRUSTEE
The ML Plan can sell Units to the Trustee at any time.
Within seven days after the Trustee receives the request and any necessary
documents, it will wire the proceeds to the ML Plan.
If the Portfolio does not have cash available to pay for the Units, 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 receiving less than
what was paid for each Unit and also reduce the size and diversity of the
Portfolio.
Payments for the Units may be delayed:
- 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.
9
<PAGE>
POTENTIAL ROLLOVER
The Portfolio will end by February 9, 2001. If the Sponsor is offering a
rollover option into a Subsequent Select Ten Retirement Portfolio, the ML Plan
Administrator will decide at that time whether to participate in the rollover
and offer that subsequent Select Ten Retirement Portfolio as a ML Plan
investment alternative.
The ML Plan Administrator may stop offering the Select Ten Retirement Portfolio
as a Plan investment alternative at any time. The Sponsor, in its sole
discretion and without penalty or liability to investors, may decide not to
sponsor future Portfolios or may modify the terms of the rollover. The Trustee
will provide notice of any change to the ML Plan Administrator.
The rollover is accomplished by the in-kind redemption of Units followed by the
sale of the underlying Securities by a distribution agent on behalf of
participating investors and the reinvestment of the sale proceeds (net of
brokerage fees, governmental charges and other sale expenses) in units of the
successor Portfolio, if any.
Of course, if a participant no longer wishes to hold the Select Ten Retirement
Portfolio, the participant may change the ML Plan allocation instructions at any
time as permitted by the ML Plan.
We may amend or terminate the option to roll your proceeds at any time without
notice.
HOW THE FUND WORKS
PRICING
Units are sold at net asset value; there is no sales fee. However, the Sponsor
collects an administrative fee to reimburse it for its costs. Purchases are made
by the ML Plan Administrator on behalf of electing employees.
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 System, evaluations are generally based on closing sales prices
on that exchange or that system; if closing sales prices are not available, the
value is the mean between the closing bid and offer prices.
INCOME
- - Annual income per unit, net of estimated expenses, depends primarily upon the
dividends paid by the issuers of the securities. It may also vary with changes
in Portfolio expenses and the level of purchases and sales of securities.
There can be no assurance that dividends on the securities will continue at
current levels or be declared at all.
- - Each unit receives an equal share of distributions of dividend income net of
accrued estimated Portfolio 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
10
<PAGE>
to pay any material liability. These accounts do not bear interest.
EXPENSES
An administrative fee, not to exceed $0.05 annually to reimburse the Sponsor for
certain expenses is deducted from the Income Account on each distribution date
and will be distributed to the Sponsor on certification of its reimbursable
expenses. Accrued administrative fees will be deducted at the time of any
interim redemption.
The Trustee receives a fee monthly. This fee includes an amount for estimated
organization costs 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 Trustee 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; and
- Portfolio termination expenses and any governmental charges.
The Trustee's and Sponsor's fees may be adjusted for inflation without
investors' approval.
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
When the ML Plan Administrator redeems Units, this affects the size and
composition of the Portfolio.
TERMINATION DATE
The Porfolio will terminate by February 9, 2001. The Portfolio may be terminated
earlier, if its value is less than 40% of the value of the securities when
deposited.
NO CERTIFICATES
The ML Plan holds its Units in uncertificated form.
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
11
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reduce any investor's interest in the Portfolio without the Plan's written
consent.
The Trustee may resign by notifying the Sponsor. The Sponsor may remove the
Trustee without your consent if:
- it fails to perform its duties;
- it becomes incapable of acting or bankrupt or its affairs are taken over by
public authorities; or
- the Sponsor determines that its replacement is in your best interest.
Investors holding 51% of the units may remove the Trustee. The Trustee may
resign or be removed by the Sponsor without the consent of investors. The
resignation or removal of the Trustee becomes effective when a successor accepts
appointment. The Sponsor will try to appoint a successor promptly; however, if
no successor has accepted within 30 days after notice of resignation, the
resigning Trustee may petition a court to appoint a successor.
If the Sponsor fails to perform its duties or becomes bankrupt the Trustee may:
- 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 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 Trustee is The Bank of New York, Unit Trust Department, P.O. Box 974--Wall
Street Division, New York, New York 10268-0974. It is supervised by the Federal
Deposit Insurance Corporation, the Board of Governors of the Federal Reserve
System and New York State banking authorities.
DISTRIBUTION
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, as the Sponsor, 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
12
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against the Portfolio and to provide reasonable standards of conduct.
YEAR 2000 ISSUES
Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the "Year
2000 Problem"). 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 a Portfolio. We
cannot predict whether any impact will be material to the Portfolio as a whole.
TAXES
The Portfolio is not an association taxable as a corporation for federal income
tax purposes. Because the ML Plan is exempt from tax under Section 501(a) of the
Internal Revenue Code of 1986, as amended, neither the Plan nor any
participating employee will be currently taxed on income from the Portfolio
while Units are held by the ML Plan.
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.
13
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsor, Trustee and Holders of Equity Investor Fund, Select Ten Retirement
Portfolio Series 2000, 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 11, 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
11, 2000 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
February 11, 2000
STATEMENT OF CONDITION AS OF FEBRUARY 11, 2000
TRUST PROPERTY
<TABLE>
<S> <C>
Investments--Contracts to purchase Securities(1)......... $ 105,447.39
Cash................................................... 4,487.54
--------------------
Total............................................ $ 109,934.93
====================
Interest of Holders of 109,934 Units of fractional
undivided interest outstanding:
Cost to investors(2)................................... $ 109,934.93
--------------------
Total............................................ $ 109,934.93
====================
</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
February 10, 2000. The contracts to purchase securities are collateralized by an
irrevocable letter of credit which has been issued by DG Bank, New York Branch,
in the amount of $105,512.46 and deposited with the Trustee. The amount of the
letter of credit includes $105,447.39 for the purchase of securities.
(2) Aggregate offer price computed on the basis of the value of the
underlying securities at 4:00 p.m., Eastern time on February 10, 2000. There is
no sales charge. Instead, units are subject to accrual of the Sponsor's
administrative fee.
14
<PAGE>
Defined
Asset Funds
- -SM-
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<S> <C>
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most SELECT TEN RETIREMENT PORTFOLIO
recent free Information SERIES 2000
Supplement that gives more (A Unit Investment Trust)
details about the Fund, ---------------------------------------
by calling: This Prospectus does not contain
The Bank of New York complete information about the
1-800-221-7771 investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
- Securities Act of 1933 (file no.
333-94481) 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.
100630RR--2/00
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