<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 2000
REGISTRATION NO. 333-95065
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 S&P INDUSTRIAL PORTFOLIO 2000 SERIES B
DEFINED ASSET FUNDS
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SALOMON SMITH BARNEY INC.
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
<TABLE>
<S> <C>
MERRILL LYNCH, PIERCE, SALOMON SMITH BARNEY INC.
FENNER & SMITH 388 GREENWICH STREET
INCORPORATED 23RD FLOOR
DEFINED ASSET FUNDS NEW YORK, NY 10013
P.O. BOX 9051
PRINCETON, NJ 08543-9051
</TABLE>
<TABLE>
<S> <C> <C>
PAINEWEBBER INCORPORATED
1285 AVENUE OF THE
AMERICAS
NEW YORK, NY 10019 DEAN WITTER REYNOLDS INC.
TWO WORLD TRADE
CENTER--59TH FLOOR
NEW YORK, NY 10048
</TABLE>
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
<TABLE>
<CAPTION>
<S> <C> <C>
TERESA KONCICK, ESQ.
P.O. BOX 9051
PRINCETON, NJ 08543-9051
MICHAEL KOCHMANN
388 GREENWICH ST.
NEW YORK, NY 10013
</TABLE>
<TABLE>
<S> <C> <C>
COPIES TO:
ROBERT E. HOLLEY PIERRE DE SAINT PHALLE, DOUGLAS LOWE, ESQ.
1285 AVENUE OF THE ESQ. DEAN WITTER REYNOLDS INC.
AMERICAS 450 LEXINGTON AVENUE TWO WORLD TRADE
NEW YORK, NY 10019 NEW YORK, NY 10017 CENTER--59TH FLOOR
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 3, 2000, pursuant to Rule 487.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
----------------------------------------------------
EQUITY INVESTOR FUND
SELECT S&P INDUSTRIAL PORTFOLIO
2000 SERIES B
(A UNIT INVESTMENT TRUST)
- TOTAL RETURN FROM:
-- CAPITAL APPRECIATION
-- CURRENT DIVIDEND INCOME
- OPTIONAL REINVESTMENT OF CASH DISTRIBUTIONS
SPONSORS:
MERRILL LYNCH, -----------------------------------------------------
PIERCE, FENNER & SMITH The Securities and Exchange Commission has not
INCORPORATED approved or disapproved these Securities or passed
SALOMON SMITH BARNEY INC. upon the adequacy of this prospectus. Any
PAINEWEBBER INCORPORATED representation to the contrary is a criminal offense.
DEAN WITTER REYNOLDS INC. Prospectus dated April 3, 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
---------------------
</TABLE>
<TABLE>
<S> <C>
Risk/Return Summary.......... 3
What You Can Expect From Your
Investment................. 8
Income..................... 8
Records and Reports........ 8
The Risks You Face........... 8
Concentration Risk......... 8
Litigation and Legislation
Risks.................... 8
Selling or Exchanging
Units...................... 9
Sponsors' Secondary
Market................... 9
Selling Units to the
Trustee.................. 9
Rollover/Exchange Option... 10
How The Fund Works........... 11
Pricing.................... 11
Evaluations................ 11
Income..................... 11
Expenses................... 12
Portfolio Changes.......... 13
Portfolio Termination...... 13
No Certificates............ 13
Trust Indenture............ 13
Legal Opinion.............. 14
Auditors................... 14
Sponsors................... 15
Trustee.................... 15
Underwriters' and Sponsors'
Profits.................. 15
Public Distribution........ 16
Code of Ethics............. 16
Year 2000 Issues........... 16
Advertising and Sales
Material................. 16
Taxes........................ 17
Supplemental Information..... 19
Financial Statements......... 20
Report of Independent
Accountants.............. 20
Statement of Condition..... 20
</TABLE>
2
<PAGE>
- --------------------------------------------------------------------------------
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.
- Its strategy is to invest in a fixed
portfolio of approximately equal amounts
of the 15 highest dividend-yielding
common stocks in a pre-screened subgroup
of the Standard & Poor's Industrial
Index.
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?
- We selected the 15 stocks in the
Portfolio through the following
screening process.
</TABLE>
<TABLE>
<S> <C>
-- We began with the Standard & Poor's
Industrial Index.
-- Next, we chose securities ranked either
A or A+ by Standard & Poor's Earnings
and Dividend Rankings for Common Stock.
Standard & Poor's determines its stock
ratings primarily on the growth and
stability of per-share earnings and
dividends. It assigns a symbol to each
stock, which ranges from A+ for the
highest ranked stocks to D for those
stocks Standard & Poor's considers to
be the most speculative. These rankings
are not intended to predict stock price
movements.
-- To prevent overlap with other Defined
Asset Fund Portfolios offered by the
Sponsors, we eliminated any stocks also
included in the Dow Jones Industrial
Average (DJIA).
-- We then ranked the remaining stocks by
market capitalization from highest to
lowest and eliminated the lowest 25
percent. This allows the Portfolio to
avoid smaller, less liquid issues.
-- From these stocks we selected the 15
stocks with the highest dividend
yields, the prices of which may be
undervalued.
</TABLE>
<TABLE>
<C> <S>
- 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.
- Each Select S&P Industrial Portfolio is
designed to be part of a longer term
strategy. We believe that more
consistent results are likely if the
Strategy is followed for at least three
to five years but you are not required
to stay with the Strategy or to roll
over your investment. You can sell your
units any time.
3. WHAT INDUSTRIES ARE REPRESENTED IN THE
PORTFOLIO?
Based upon the principal business of
each issuer and current market values,
the Portfolio represents the following
industries:
</TABLE>
<TABLE>
- Food Processing 20%
- Consumer Products 13
- Brewery 7
<C> <S>
- Chemicals-Diversified 7
- Electric Products 7
- Food-Retail 7
- Medical-Drugs 7
- Office Automation & Equipment 7
- Retail 7
- Diversified Operations 6
- Instruments-Controls 6
- Telephone-Local 6
</TABLE>
3
<PAGE>
- --------------------------------------------------------------------------------
Defined Portfolio
- -------------------------------------------------------------------
Equity Investor Fund
Select S&P Industrial Portfolio 2000 Series B
Defined Asset Funds
<TABLE>
<CAPTION>
PRICE
TICKER PERCENTAGE CURRENT PER SHARE COST TO
NAME OF ISSUER SYMBOL OF PORTFOLIO (1) DIVIDEND YIELD (2) TO PORTFOLIO PORTFOLIO (3)
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
1. ConAgra, Inc. CAG 6.66% 4.49% $ 18.1250 $ 19,575.00
2. Newell Rubbermaid, Inc. NWL 6.75 3.39 24.8125 19,850.00
3. The May Department Stores
Company MAY 6.69 3.26 28.5000 19,665.00
4. Emerson Electric Company EMR 6.65 2.70 52.8750 19,563.75
5. Pitney Bowes, Inc. PBI 6.69 2.55 44.6875 19,662.50
6. Air Products and Chemicals,
Inc. APD 6.58 2.53 28.4375 19,337.50
7. The Clorox Company CLX 6.63 2.46 32.5000 19,500.00
8. Albertson's, Inc. ABS 6.85 2.45 31.0000 20,150.00
9. Bestfoods BFO 6.69 2.26 46.8125 19,661.25
10. Abbott Laboratories ABT 6.70 2.16 35.1875 19,705.00
11. Textron, Inc. TXT 6.62 2.14 60.8750 19,480.00
12. Hershey Foods Corporation HSY 6.63 2.13 48.7500 19,500.00
13. Johnson Controls, Inc. JCI 6.44 2.07 54.0625 18,921.88
14. ALLTEL Corporation AT 6.65 2.03 63.0625 19,549.38
15. Anheuser-Busch Companies, Inc. BUD 6.77 1.93 62.2500 19,920.00
----------- -------------
100.00% $ 294,041.26
=========== =============
</TABLE>
- ----------------------------
(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 March 31, 2000.
(3) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on March 31, 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 March 31, 2000 and are represented entirely by
contracts to purchase the securities. Any of the Sponsors may have acted as
underwriters, managers or co-managers of a public offering of the securities in
this Portfolio during the last three years. Affiliates of the Sponsors may serve
as specialists in the securities in this Portfolio on one or more stock
exchanges and may have a long or short position in any of these securities or
options on any of them, and may be on the opposite side of public orders
executed on the floor of an exchange where the securities are listed. An
officer, director or employee of any of the Sponsors may be an officer or
director of one or more of the issuers of the securities in the Portfolio. A
Sponsor may trade for its own account as an odd-lot dealer, market maker, block
positioner and/or arbitrageur in any of the securities or in options on them.
Any Sponsor, its affiliates, directors, elected officers and employee benefits
programs may have either a long or short position in any securities or in
options on them.
----------------------------
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>
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 other
equity securities in the subgroup.
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 or negative
publicity;
-- 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 not change.
- Because the Portfolio is concentrated in
stocks of the food industry, adverse
developments in this industry may affect
the value of the units.
- Stock prices can be volatile.
- 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 or they may no longer be
included in the Standard & Poor's
Industrial Index.
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want current dividend income
and capital appreciation. You will
benefit from a professionally selected
and supervised portfolio whose risk is
reduced by investing in equity securities
of different issuers in a variety of
industries.
The Portfolio is NOT appropriate for you
if you are not comfortable with the
Strategy or are unwilling to take the
risk involved with an equity investment.
It may not be appropriate for you if you
are seeking preservation of capital or
high current income.
6. WHAT ARE THE PORTFOLIO'S FEES AND
EXPENSES?
This table shows the costs and expenses
you may pay, directly or indirectly, when
you invest in the Portfolio.
ESTIMATED ANNUAL OPERATING EXPENSES
</TABLE>
<TABLE>
.088% $0.87
Trustee's Fee
.071% $0.70
Portfolio Supervision,
Bookkeeping and
Administrative Fees
<CAPTION>
AS A % OF AMOUNT
NET PER 1,000
ASSETS UNITS
--------- ---------
<C> <S> <C> <C>
.063% $0.62
Other Operating Expenses
.250% $2.48
Creation and Development
Fee
------ -----
.472% $4.67
TOTAL
</TABLE>
<TABLE>
<C> <S> <C>
The Creation and Development Fee
(estimated $.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.
ORGANIZATION COSTS per 1,000 units 1.$43
(deducted from Portfolio assets at
the close of the initial offering
period)
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 May 15, 2000, June 1, 2000 and
thereafter on the first of each month
through February 1, 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
$314 $761 $1,233 $2,538
</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>
<TABLE>
<C> <S>
7. HOW HAVE S&P INDUSTRIAL PORTFOLIOS PERFORMED IN THE PAST?
</TABLE>
The following table shows the actual annualized pre-tax returns to investors
of prior Portfolios. The returns assume that investors reinvested all dividends
and paid the maximum sales fees. The table also shows returns for the latest
completed portfolios (through termination, not rollover), which are, in some
cases, higher than the cumulative performance figures because market prices have
declined since their completion dates. These figures reflect terminations
through the quarter ended December 31, 1999. A portfolio may underperform for a
variety of reasons. For example, portfolio stocks may have been chosen for
specific characteristics that are at odds with the characteristics of the stocks
driving the market at a given time. For example, we may have chosen value stocks
at a time when growth stocks are performing well. Of course, past performance is
no guarantee of future results.
<TABLE>
<CAPTION>
CUMULATIVE PERFORMANCE
(INCLUDING ANNUAL
ROLLOVERS) THROUGH 12/31/99 LATEST COMPLETED PORTFOLIO
--------------------------- ----------------------------------
STARTING ANNUALIZED ANNUALIZED
SERIES DATE RETURN TERM RETURN
- ------ -------------- ----------- ---- ----------
<S> <C> <C> <C> <C>
A 1/22/97 8.02% 2/9/98-3/19/99 5.92%
B 2/24/97 7.91 3/23/98-4/23/99 6.13
C 4/21/97 9.72 4/27/98-6/4/99 12.29
D 6/9/97 1.32 6/15/98-7/23/99 7.93
E 7/21/97 0.99 7/27/98-8/27/99 1.39
F 9/8/97 7.51 9/14/98-10/15/99 -1.91
G 10/20/97 2.73 10/26/98-12/3/99 5.03
H 12/2/97 -0.30 12/2/97-1/8/99 17.47
J 1/8/98 -1.21 1/8/98-2/8/99 10.13
</TABLE>
5
<PAGE>
8. HOW WOULD THE STRATEGY HAVE PERFORMED HISTORICALLY?
The following table compares constructed performance of the Strategy Stocks
(but not of any actual Portfolio) with actual performance of three general
market indexes. Portfolio performance may vary from that of the indexes shown
below for a variety of reasons. For example, the Portfolio has invested in a
limited subset of index stocks, and therefore its performance may not keep pace
with index performance to the extent the index is driven by stocks not held in
the Portfolio. In addition, the Portfolio stocks may have been chosen for
specific characteristics that are at odds with the characteristics of the stocks
driving the market at a given time. For example, we may have chosen value stocks
at a time when growth stocks are performing well. This constructed performance
is no assurance of future results of either the Strategy or any Portfolio.
COMPARISON OF TOTAL RETURNS(1)
(STRATEGY FIGURES REFLECT DEDUCTION OF SALES FEES AND EXPENSES)
<TABLE>
<CAPTION>
DOW JONES
YEAR STRATEGY (2) S&P INDUSTRIAL INDEX S&P 500 INDEX INDUSTRIAL AVERAGE (DJIA)
- ---------------------- ------------------ -------------------- ---------------- ----------------------------
<S> <C> <C> <C> <C>
1973 -20.13% -14.61% -14.66% -13.12%
1974 -5.35 -26.54 -26.47 -23.14
1975 40.63 36.78 36.92 44.40
1976 30.89 22.59 23.53 22.72
1977 -6.53 -8.20 -7.19 -12.71
1978 6.06 7.50 6.39 2.69
1979 26.47 18.40 18.02 10.52
1980 18.23 32.98 31.50 21.41
1981 7.67 -6.69 -4.83 -3.40
1982 25.87 20.14 20.26 25.79
1983 24.72 22.79 22.27 25.68
1984 12.34 4.09 5.95 1.06
1985 29.98 30.08 31.43 32.78
1986 28.78 18.54 18.37 26.91
1987 2.52 9.13 5.67 6.02
1988 42.04 15.80 16.58 15.95
1989 35.40 29.30 31.11 31.71
1990 0.96 -0.84 -3.20 -0.57
1991 27.06 30.39 30.51 23.93
1992 11.50 5.63 7.67 7.34
1993 2.28 8.90 9.97 16.72
1994 11.41 3.75 1.30 4.95
1995 36.68 34.26 37.10 36.48
1996 12.25 22.70 22.69 28.57
1997 33.34 30.80 33.10 24.78
1998 15.10 33.43 28.34 18.00
1999 -13.10 25.66 20.89 27.01
25 YEAR AVERAGE
ANNUAL RETURN 17.52 17.16 17.02 16.72
27 YEAR AVERAGE
ANNUAL RETURN 14.96 13.81 13.68 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>
<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 Sponsors monitor the
portfolio and may instruct the Trustee to
sell securities under certain limited
circumstances. However, given the
investment philosophy of the Portfolio,
the Sponsors are not likely to do so.
10. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from any of the
Sponsors. The Sponsors are listed later in
this prospectus.
UNIT PRICE PER 1,000 UNITS $999.90
(as of March 31, 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.
11. HOW DO I SELL UNITS?
You may sell your units at any time to any
Sponsor or the Trustee for the net asset
value determined at the close of business
on the date of sale, less any remaining
deferred sales fee and the costs of
liquidating securities to meet the
redemption.
12. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays distributions of any
dividend income, net of expenses, on the
25th of August, October and December,
2000, and February, 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. Distributions
to foreign investors will generally be
subject to withholding taxes.
13. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You may choose to reinvest your
distributions into additional units of the
Portfolio. You will pay only the deferred
sales fee remaining at the time of
reinvestment. Unless you choose
reinvestment, you will receive your
distributions in cash.
EXCHANGE PRIVILEGES
You may exchange units of this Portfolio
for units of certain other Defined Asset
Funds. You may also exchange into this
Portfolio from certain other funds. We
charge a reduced sales fee on designated
exchanges.
</TABLE>
7
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any income it has received four times during its
life. 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.
Here is what you should know about the Portfolio's concentration in stocks of
the food industry, including manufacturers and retailers of packaged foods,
processors of agricultural products and food distributors.
- The value of food industry equity securities, as well as the ability of the
issuers to pay dividends may be affected by sensitivity of revenues,
earnings and financial condition to economic conditions, changing consumer
demands or preferences, fluctuations in the prices of agricultural
commodities, fluctuations in the cost of raw materials such as packaging and
the ability to increase the price of products to keep up with inflation.
- Revenues and earnings can also be affected by extensive competition
resulting in lost sales or lower price margins.
- Food companies are subject to regulation under various federal laws,
including the Food, Drug and Cosmetic Act, as well as state, local and
foreign laws and regulations. Costs associated with complying with
regulatory restrictions could adversely affect earnings.
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:
8
<PAGE>
- 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.
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 will sell your units in the over-the-counter market if it
believes it can obtain a higher price. In that case, you will receive the net
proceeds of the sale.
If the Portfolio does not have cash available to pay you for the units you are
selling, the agent for the Sponsors will select securities to be sold. These
sales could be made at times when the securities would not otherwise be sold and
may result in your receiving less than you paid for your unit
9
<PAGE>
and also reduce the size and diversity of the Portfolio.
If you sell units with a value of at least $250,000, you may choose to receive
your distribution "in kind." If you so choose, you will receive securities and
cash with a total value equal to the price of your units. The Trustee will try
to distribute securities in the portfolio pro rata, but it reserves the right to
distribute only one or a few securities. The Trustee will act as your agent in
an in-kind distribution and will either hold the securities for your account or
transfer them as you instruct. You must pay any transaction costs as well as
transfer and ongoing custodial fees on sales of securities distributed in-kind.
There could be a delay in paying you for your units:
- if the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
- if the SEC determines that trading on the New York Stock Exchange is
restricted or that an emergency exists making sale or evaluation of the
securities not reasonably practicable; and
- for any other period permitted by SEC order.
ROLLOVER/EXCHANGE OPTION
When this Portfolio is about to terminate, you may have the option to roll your
proceeds into the next S&P Industrial Portfolio if one is available.
If you hold your Units with one of the Sponsors and notify your financial
adviser by April 13, 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 Select S&P Industrial 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
Industrial 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 Industrial Portfolio.
The Portfolio will terminate by May 18, 2001. However, the Sponsors may extend
the termination date for a period no longer than 30 days without notice to Unit
holders. You may, by written notice to the Trustee at least ten business days
prior to termination, elect to receive an in-kind distribution of your pro rata
share of the Securities remaining in the Portfolio at that time (net of your
share of expenses). Of course, you can sell your Units at any time prior to
termination.
If you continue to hold your Units, you may exchange units of this Portfolio any
time before this Portfolio terminates for units of certain other Defined Asset
Funds at a reduced sales fee if your investment goals change. In addition, you
may exchange into this Fund from certain other Defined Asset
10
<PAGE>
Funds. To exchange units, you should talk to your financial professional about
what Portfolios are exchangeable, suitable and currently available.
We may amend or terminate the options to exchange your units or roll your
proceeds at any time without notice.
HOW THE FUND WORKS
PRICING
Units are charged a combination of initial and deferred sales fees.
In addition, during the initial offering period, a portion of the price of a
unit also consists of securities to pay all or some of the costs of organizing
the Portfolio including:
- cost of initial preparation of legal documents;
- federal and state registration fees;
- initial fees and expenses of the Trustee;
- initial audit; and
- legal expenses and other out-of-pocket expenses.
The estimated organization costs will be deducted from the assets of the
Portfolio as of the close of the initial offering period.
The deferred sales fee is generally a monthly charge of $1.50 per 1,000 units
and is accrued in ten monthly installments. Units redeemed or repurchased prior
to the accrual of the final deferred sales fee installment will have the amount
of any remaining installments deducted from the redemption or repurchase
proceeds or deducted in calculating an in-kind distribution, however, this
deduction will be waived in the event of the death or disability (as defined in
the Internal Revenue Code of 1986) of an investor. The initial sales fee is
equal to the aggregate sales fee less the aggregate amount of any remaining
installments of the deferred sales fee.
It is anticipated that securities will not be sold to pay the deferred sales fee
until after the date of the last installment. Investors will be at risk for
market price fluctuations in the securities from the several installment accrual
dates to the dates of actual sale of securities to satisfy this liability.
EVALUATIONS
The Trustee values the securities on each business day (i.e., any day other than
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
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
11
<PAGE>
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:
- for extraordinary services and costs of indemnifying the Trustee and the
Sponsors;
- costs of actions taken to protect the Portfolio and other legal fees and
expenses;
- expenses for keeping the Portfolio's registration statement current; and
- Portfolio termination expenses and any governmental charges.
The Sponsors are currently reimbursed up to 70 CENTS per 1,000 units annually
for providing portfolio supervisory, bookkeeping and administrative services and
for any other expenses properly chargeable to the Portfolio. 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.
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
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.
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 Industrial
Index.
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 certain Sponsors, you will pay no
12
<PAGE>
sales fee. Employees and non-employee directors of the Sponsors 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.
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 among the Sponsors and the Trustee, which
13
<PAGE>
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 Sponsors).
Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Portfolio without your written consent.
The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
- 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 resignation, the
resigning Trustee may petition a court to appoint a successor.
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
- remove it and appoint a replacement Sponsor;
- liquidate the Portfolio; or
- continue to act as Trustee without a Sponsor.
Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.
The Trust Indenture contains customary provisions limiting the liability of the
Trustee and the Sponsors.
LEGAL OPINION
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsors, has given an opinion that the units are
validly issued.
AUDITORS
Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statement of Condition included in this
prospectus.
14
<PAGE>
SPONSORS
The Sponsors are:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
TRUSTEE
The Chase Manhattan Bank, Unit Investment Trust Department, 4 New York
Plaza--6th Floor, New York, New York 10004, is the Trustee. It is supervised by
the Federal Deposit Insurance Corporation, the Board of Governors of the Federal
Reserve System and New York State banking authorities.
UNDERWRITERS' AND SPONSORS' PROFITS
Underwriters receive sales charges when they sell units. Any cash made available
by you to the Sponsors before the settlement date for those units may be used in
the Sponsors' businesses to the extent permitted by federal law and may benefit
the Sponsors.
A Sponsor or Underwriter may realize profits or sustain losses on stocks in the
Portfolio which were acquired from underwriting syndicates of which it was a
member.
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
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. The profit or loss from the Portfolio will
include the receipt of applicable sales charges, fluctuation in the price per
unit, a loss of $239.70 on the initial deposit of the securities and a gain or
loss on subsequent deposits of securities. In maintaining a secondary market,
the Sponsors will also realize profits or sustain
15
<PAGE>
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.
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.
Prudential Securities Incorporated, which will participate only in rollover
sales, will receive a preferred dealer concession of $13.00 per 1,000 units of
this Portfolio.
CODE OF ETHICS
The Portfolio and the Agent for the Sponsors have each adopted a code of ethics
requiring pre-clearance 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 Portflio and to proivde 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 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
16
<PAGE>
market prices with dividends reinvested at year ends) for various periods,
compared to the Standard & Poor's 500 Index, the S&P Industrial Index and the
Dow Jones Industrial Average. 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.
This contrarian Strategy is based on principles that time in the market is more
important than timing the market, the stocks to buy are the ones others are
selling, and dividends can be an important part of total return. It seeks to
identify stocks that may be undervalued or out of favor. 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 include brief descriptions of the principal
businesses of the companies represented in the Portfolio and the research
analysis of why they were selected. In addition, they may include research
opinions on the economy, countries and industry sectors and include a list of
funds generally appropriate for pursuing those 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 or subject to
special rules. You should consult your own tax adviser about your particular
circumstances.
In the opinion of our counsel, under existing law:
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Portfolio will not be taxed as a corporation for federal income tax
purposes, and you will be considered to own directly your share of each Security
in the Portfolio.
You will be considered to receive your share of any dividends paid when those
dividends are received by the Portfolio. Income from dividends will be taxed at
ordinary income rates. If you are a corporate investor, you may be eligible for
the dividends-received deduction if you satisfy the applicable holding period
and other requirements. You should consult your tax adviser in this regard.
GAIN OR LOSS UPON DISPOSITION
You will generally recognize gain or loss when you dispose of your units for
cash (by sale or redemption), when you exchange your units for units of another
Defined Asset Fund or when the Trustee disposes of the Securities in the
Portfolio. You generally will not recognize gain or loss on an "in-kind"
distribution to you of your proportional share of the Portfolio Securities,
whether it is in redemption of your units or upon termination of the Portfolio.
Your holding period for the
17
<PAGE>
distributed Securities will include your holding period in your units.
If you elect to roll over your investment in the Portfolio by April 13, 2001,
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
Industrial 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 Industrial 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 that produces the gain or loss for more than one
year and short-term otherwise. Because the deductibility of capital losses is
subject to limitations, you may not be able to deduct all of your capital
losses. You should consult your tax adviser in this regard.
YOUR TAX BASIS IN THE SECURITIES
Your aggregate tax basis in units that you have purchased for cash will be equal
to the cost of the units, including the sales fee. Your aggregate tax basis in
units that you hold as a result of a rollover from an earlier portfolio will
equal your basis in the Securities that were rolled over from the previous
portfolio plus the proceeds (other than proceeds that were paid to you) from the
sale of Securities from the portfolio that were not rolled over. You should not
increase your basis in your units by deferred sales charges, organizational
expenses or by any portion of the Creation and Development Fee. 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 and
your holding period for the distributed Securities will include your holding
period in your units.
EXPENSES
If you are an individual who itemizes deductions, you may deduct your share of
Portfolio expenses (including the appropriate 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).
18
<PAGE>
STATE AND LOCAL TAXES
Under the income tax laws of the State and City of New York, the Portfolio will
not be taxed as a corporation, and the income of the Portfolio will be treated
as the income of the investors in the same manner as for federal income tax
purposes.
FOREIGN INVESTORS
If you are a foreign investor and you are not engaged in a U.S. trade or
business, you generally will be subject to 30% withholding tax (or a lower
applicable treaty rate) on 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.
19
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Equity Investor Fund, Select S&P Industrial
Portfolio 2000 Series B, 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 3, 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 3,
2000 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, NY
April 3, 2000
STATEMENT OF CONDITION AS OF APRIL 3, 2000
TRUST PROPERTY
<TABLE>
<S> <C>
Investments--Contracts to purchase Securities(1)......... $ 294,041.26
--------------------
Total............................................ $ 294,041.26
====================
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsors for organization
expenses(2)......................................... $ 424.73
--------------------
Subtotal 424.73
--------------------
Interest of Holders of 297,011 Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)................................... $ 296,981.30
Gross underwriting commissions and organization
expenses(5)(2)....................................... (3,364.77)
--------------------
Subtotal 293,616.53
--------------------
Total............................................ $ 294,041.26
====================
</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 March
31, 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 $294,280.96 and deposited with the Trustee. The amount of the
letter of credit includes $294,041.26 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 $1.43 per 1,000 Units. A
distribution will be made as of the close of the initial offering period to an
account maintained by the Trustee from which the organization expense obligation
of the investors will be satisfied. If the actual organization costs exceed the
estimated aggregate amount shown above, the Sponsors will pay for this excess
amount.
(3) Because the value of securities at the evaluation time on the
Initial Date of Deposit may differ from the amounts shown in this statement of
condition, the number of Units offered on the Initial Date of Deposit will be
adjusted to maintain the $999.90 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 March 31, 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
May 15, 2000, June 1, 2000 and thereafter on the 1st day of each month through
February 1, 2001. Distributions will be made to an account maintained by the
Trustee from which the deferred sales charge obligation of the investors to the
Sponsors will be satisfied. If units are redeemed prior to February 1, 2001, the
remaining portion of the distribution applicable to such units will be
transferred to such account on the redemption date.
20
<PAGE>
DEFINED ASSET FUNDS-R-
<TABLE>
<S> <C>
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most SELECT S&P INDUSTRIAL PORTFOLIO
recent free Information 2000 SERIES B
Supplement that gives more (A Unit Investment Trust)
details about the Fund, ---------------------------------------
by calling: This Prospectus does not contain
The Chase Manhattan Bank complete information about the
1-800-323-1508 investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
- Securities Act of 1933 (file no.
333-95065) 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.
100602RR--04/00
</TABLE>
<PAGE>
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
<TABLE>
<S> <C> <C>
A. The following information relating to the Depositors is incorporated by reference to the SEC filings
indicated and made a part of this Registration Statement.
</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 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
Salomon Smith Barney Inc. .................................. 8-8177
PaineWebber Incorporated.................................... 8-16267
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
Salomon Smith Barney Inc. .................................. 13-1912900
PaineWebber Incorporated.................................... 13-2638166
Dean Witter Reynolds Inc. .................................. 94-0899825
The Chase Manhattan Bank, Trustee........................... 13-4994650
</TABLE>
UNDERTAKING
The Sponsors undertake that they will not make any amendment to the Supplement
to this Registration Statement which includes material changes without
submitting the amendment for Staff review prior to distribution.
II-1
<PAGE>
SERIES OF EQUITY INCOME FUND AND EQUITY INVESTOR FUND
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
SEC
SERIES NUMBER FILE NUMBER
- ------------- -----------
<S> <C>
Equity Income Fund, Investment Philosphy Series 1991
Selected Industrial Portfolio............................... 33-39158
Equity Investor Fund, Select S&P Industrial Portfolio--1998
Series H.................................................... 333-64577
</TABLE>
CONTENTS OF REGISTRATION STATEMENT
The Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The following exhibits:
<TABLE>
<S> <C>
1.1 -- Form of Trust Indenture (incorporated by reference to Exhibit
1.1 to the Registration Statement of Equity Income Fund, Select
S&P Industrial Portfolio 1997 Series A. 1933 Act File No. 333-
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. 333-70593).
</TABLE>
R-1
<PAGE>
The registrant hereby identifies the series numbers of Equity Income Fund
and 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.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 3RD DAY OF
APRIL, 2000.
SIGNATURES APPEAR ON PAGES R-3, R-4, R-5 AND R-6.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Salomon Smith Barney
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
<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
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>
SALOMON SMITH BARNEY INC.
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Salomon Smith Barney Inc.: have been filed
under the 1933 Act
File Numbers:
333-63417 and
333-63033
</TABLE>
MICHAEL A. CARPENTER
DERYCK C. MAUGHAN
By GINA LEMON
(As authorized signatory for
Salomon Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-4
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute Powers of Attorney have been filed
the Board of Directors of PaineWebber under
Incorporated: the following 1933 Act File
Number: 2-61279
</TABLE>
MARGO N. ALEXANDER
TERRY L. ATKINSON
BRIAN M. BAREFOOT
STEVEN P. BAUM
MICHAEL CULP
REGINA A. DOLAN
JOSEPH J. GRANO, JR.
EDWARD M. KERSCHNER
JAMES P. MacGILVRAY
DONALD B. MARRON
ROBERT H. SILVER
MARK B. SUTTON
By ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-5
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR
<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 333-89009
</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-6
<PAGE>
EXHIBIT 3.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
APRIL 3, 2000
EQUITY INVESTOR FUND,
SELECT S&P INDUSTRIAL PORTFOLIO 2000 SERIES B
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Salomon Smith Barney Inc.
Dean Witter Reynolds Inc.
PaineWebber Incorporated
c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
Defined Asset Funds
P.O. Box 9051
Princeton, N.J. 08543-9051
(609) 282-8500
Dear Sirs:
We have acted as special counsel for you, as sponsors (the "Sponsors") of
Equity Investor Fund, Select S&P Industrial Portfolio 2000 Series B, Defined
Asset Funds (the "Fund"), in connection with the issuance of units of fractional
undivided interest in the Fund (the "Units") in accordance with the Trust
Indenture relating to the Fund (the "Indenture").
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents and instruments as
we have deemed necessary or advisable for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that (i) the execution and
delivery of the Indenture and the issuance of the Units have been duly
authorized by the Sponsors and (ii) the Units, when duly issued and delivered by
the Sponsors and the Trustee in accordance with the Indenture, will be legally
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 3.1 to the
Registration Statement relating to the Units filed under the Securities Act of
1933 and to the use of our name in such Registration Statement and in the
related prospectus under the heading "How The Fund Works--Legal Opinion."
Very truly yours,
DAVIS POLK & WARDWELL
<PAGE>
EXHIBIT 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of Equity Investor Fund, Select S&P Industrial
Portfolio 2000 Series B,
Defined Asset Funds:
We consent to the use in this Registration Statement No. 333-95065 of our report
dated April 3, 2000, relating to the Statement of Condition of Equity Investor
Fund, Select S&P Industrial Portfolio 2000 Series B, Defined Asset Funds and to
the reference to us under the heading "How The Fund Works--Auditors" in the
Prospectus which is a part of this Registration Statement.
DELOITTE & TOUCHE LLP
New York, NY
April 3, 2000
