<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 2000
REGISTRATION NO. 333-95877
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
AMENDMENT NO. 1
TO
FORM S-6
-------------------------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
-------------------------------------
A. EXACT NAME OF TRUST:
EQUITY INVESTOR FUND
FOCUS SERIES
INTERNATIONAL TECHNOLOGY PORTFOLIO
2000 SERIES A
(FORMERLY FOCUS SERIES 16)
DEFINED ASSET FUNDS
B. NAME OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
PAINEWEBBER INCORPORATED
DEANWITTER REYNOLDS INC.
C. COMPLETE ADDRESS OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
DEFINED ASSET FUNDS
P. O. BOX 9051
PRINCETON, NJ 08543-9051
<TABLE>
<CAPTION>
<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:
TERESA KONCICK, ESQ.
P.O. BOX 9051
PRINCETON, NJ 08543-9051
<TABLE>
<CAPTION>
<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.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(a), MAY DETERMINE.
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any State.
<PAGE>
SUBJECT TO COMPLETION, PRELIMINARY
PROSPECTUS DATED MARCH 29, 2000
DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
----------------------------------------------------
EQUITY INVESTOR FUND
FOCUS SERIES
INTERNATIONAL TECHNOLOGY PORTFOLIO
2000 SERIES A
(A UNIT INVESTMENT TRUST)
- DESIGNED FOR CAPITAL APPRECIATION
- AGGRESSIVE GROWTH TECHNOLOGY STOCKS
SPONSORS:
MERRILL LYNCH,
PIERCE, FENNER & -----------------------------------------------------
SMITH INCORPORATED The Securities and Exchange Commission has not
PAINEWEBBER approved or disapproved these Securities or passed
INCORPORATED upon the adequacy of this prospectus. Any
DEAN WITTER REYNOLDS representation to the contrary is a criminal offense.
INC. Prospectus dated , 2000.
<PAGE>
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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........................... 6
Income............................... 6
Records and Reports.................. 6
The Risks You Face..................... 6
Concentration Risk................... 6
Foreign Issuer Risk.................. 6
Litigation and Legislation Risks..... 7
Selling or Exchanging Units............ 7
Sponsors' Secondary Market........... 7
Selling Units to the Trustee......... 8
Rollover/Exchange Option............. 8
How The Fund Works..................... 9
Pricing.............................. 9
Evaluations.......................... 10
Income............................... 10
Expenses............................. 10
Portfolio Changes.................... 11
Portfolio Termination................ 11
No Certificates...................... 12
Trust Indenture...................... 12
Legal Opinion........................ 12
Auditors............................. 13
Sponsors............................. 13
Trustee.............................. 13
Underwriters' and Sponsors'
Profits............................ 13
Public Distribution.................. 14
Code of Ethics....................... 14
Year 2000 Issues..................... 14
Advertising and Sales Literature..... 14
Taxes.................................. 15
Supplemental Information............... 16
Financial Statements................... 17
Report of Independent Accountants.... 17
Statement of Condition............... 17
</TABLE>
2
<PAGE>
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RISK/RETURN SUMMARY
<TABLE>
<C> <S>
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
- The objective of this Defined Fund is
potential capital appreciation by
investing for a period of about one year
in a portfolio of international
technology companies selected by the
Agent for the Sponsors.
- 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 and principal
distributions, if any.
2. WHAT IS THE PORTFOLIO'S INVESTMENT
STRATEGY?
- The Portfolio will consist of
approximately 33 stocks representing
Europe, Asia, Latin America and Canada.
- By region, the stocks are selected based
on relative ratings, market
capitalization and earnings.
- With the dawn of the 21st century, we are
moving closer to one global economy. In
our view, technology and
telecommunications continue to be two
important investment pillars, with
increasing international opportunities.
We anticipate that a strengthening global
economy, e-commerce and restructuring
will increase price competition.
Inflation is likely to remain low.
Industrialization of many third-world
countries is creating a need for
communications infrastructure.
Privatization of formerly state-owned
industries, many in the
telecommunications field, opens further
investment possibilities. With technology
and telecommunications leading the way,
we believe a number of international
regions and industries may benefit in the
new century.
- EUROPE--We anticipate that, since
bouncing back from recession in the
1990s, Europe will continue to be a
strong growth market, especially in the
area of new technologies. Further trade
liberalization and decreasing border
restrictions are likely to encourage this
economic growth. We believe there will be
a strong focus on semiconductors,
wireless communications, software
technologies and internet capabilities.
- ASIA--Asia's trademark adaptability
continues, as the region once again
upgrades for competitive advantage--from
clothing, textiles and toys 20 years ago
to automobiles and electronic goods a
decade ago and now the information
technology, components and software. Asia
is slowly recovering from its economic
slump. Investment is increasingly
technology driven. In Japan, for example,
particular strengths seem to be
miniaturization, digitalization and flat
panel screen technologies. These are all
key to wireless data communications.
- LATIN AMERICA--Orderly elections in
Mexico, Argentina and Chile, the prospect
of global economic growth and a recovery
in the prices of many key commodities
have improved the region's economic
outlook. Consequently, investors may be
facing the most attractive regional
investment climate in at least four
years. With growing demand for
telecommunication and Internet services
in the Spanish- and Portuguese-speaking
communities throughout the world, we
believe these Latin American companies
maybe well positioned for the near
future.
- CANADA--Intense market interest in
optical networking has benefited some of
Canada's technology stocks. Canadian
inflation and unemployment have stayed at
comfortably low levels, while the
Canadian stock market managed a strong,
although narrow, recovery. We believe the
positive economic outlook may drive the
market even higher.
</TABLE>
3
<PAGE>
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Defined Portfolio
- -------------------------------------------------------------------
Equity Investor Fund
Focus Series
International Technology Portfolio 2000 Series A
Defined Asset Funds
<TABLE>
<CAPTION>
PRICE
TICKER PERCENTAGE PER SHARE COST
NAME OF ISSUER SYMBOL OF PORTFOLIO (1) TO PORTFOLIO TO PORTFOLIO (2)
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------
1. % $ $
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
------ -----------
100.00% $
====== ===========
</TABLE>
- ----------------------------
(1) Based on Cost to Portfolio.
(2) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on March 30, 2000, the business day prior to the initial
date of deposit. The value of the Securities on any subsequent business day
will vary.
+ The issuer is a foreign corporation; dividends, if any, may be subject to
withholding taxes.
* Only these stocks currently pay dividends.
----------------------------
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>
- --------------------------------------------------------------------------------
Defined Portfolio
- -------------------------------------------------------------------
Equity Investor Fund
Focus Series
International Technology Portfolio 2000 Series A
Defined Asset Funds
<TABLE>
<CAPTION>
PRICE
TICKER PERCENTAGE PER SHARE COST
NAME OF ISSUER SYMBOL OF PORTFOLIO (1) TO PORTFOLIO TO PORTFOLIO (2)
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------
26. % $ $
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
46.
47.
48.
49.
50.
------ -----------
100.00% $
====== ===========
</TABLE>
- ----------------------------
The Sponsors 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 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.
+ The issuer is a foreign corporation; dividends, if any, may be subject to
withholding taxes.
* Only these stocks currently pay dividends.
----------------------------
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>
<C> <S>
-- The Portfolio is not an appropriate
investment for investors seeking
preservation of capital or current
income.
-- Because all of the Portfolio stocks are
in the international technology sector,
this Portfolio is not designed to be a
complete equity investment program.
</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 International Technology 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 TECHNOLOGY INDUSTRY SECTORS ARE
REPRESENTED IN THE PORTFOLIO?
Based upon the principal business of each
issuer and current market values, the
Portfolio represents the following
technology industry groups:
</TABLE>
<TABLE>
4. WHAT ARE THE SIGNIFICANT RISKS?
<C> <S>
YOU CAN LOSE MONEY BY INVESTING IN THE
PORTFOLIO. THIS CAN HAPPEN FOR VARIOUS
REASONS, INCLUDING:
- The Portfolio is composed of aggressive
growth stocks in the international
technology industry that are subject to
extreme price volatility. Therefore, the
Portfolio may be considered speculative.
Investors may want to consider their risk
tolerance and investment time horizon
before investing in this Portfolio.
- Dividend rates on the stocks or share
prices may decline during the life of the
Portfolio.
- Because the Portfolio is concentrated in
stocks in the international technology
sector, adverse developments in this
industry may affect the value of your
units. These risks are discussed later in
this prospectus under "Concentration
Risk."
- The Portfolio may continue to purchase or
hold the stocks originally selected even
though their market value may have
changed.
- The Portfolio does not reflect any
investment recommendations of the
Sponsors, and any one or more of the
stocks in the Portfolio may, from time to
time, be subject to sell recommendations
from one or more of the Sponsors.
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want capital appreciation. You
will benefit from a professionally
selected and supervised portfolio whose
risk is reduced by investing in equity
securities of different issuers. Because
all of the Portfolio stocks are
concentrated in the technology sector,
this Portfolio is not designed to be a
complete equity investment program.
The Portfolio is NOT appropriate for you
if you are unwilling to take the
additional risk involved with an
aggressive growth equity investment. It
may not be appropriate for you if you are
seeking preservation of capital or 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.
</TABLE>
<TABLE>
<C> <S> <C>
INVESTOR FEES
Maximum Sales Fee (Load) on
new purchases (as a percentage
of $1,000 invested) 2.50%
</TABLE>
<TABLE>
<CAPTION>
You will pay an up-front sales fee of
approximately 1.00%, as well as a total
deferred sales fee of $15.00 ($1.50 per 1,000
units deducted from the Portfolio's net asset
value on and the
first of each month thereafter through
, 2001).
<C> <S>
ESTIMATED ANNUAL OPERATING EXPENSES
</TABLE>
<TABLE>
% $ 0.
Trustee's Fee
% $ 0.
Portfolio Supervision,
Bookkeeping and
Administrative Fees
<CAPTION>
AS A % OF AMOUNT
NET PER 1,000
ASSETS UNITS
--------- ---------
value on and the
first of each month thereafter through
, 2001).
<C> <S> <C> <C>
% $ 0.
Creation and Development Fee
% $ 0.
Other Operating Expenses
------- ----------
% $
TOTAL
</TABLE>
<TABLE>
<C> <S>
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.
</TABLE>
4
<PAGE>
<TABLE>
<C> <S> <C>
ORGANIZATIONAL COSTS per 1,000
units (deducted from Portfolio
assets at the close of the initial
offering period) $1.00
</TABLE>
<TABLE>
<C> <S>
EXAMPLE
This example may help you compare the cost
of investing in the Portfolio to the cost
of investing in other funds.
The example assumes that you invest $10,000
in the Portfolio for the periods indicated
and sell all your units at the end of those
periods. The example also assumes a 5%
return on your investment each year and
that the Portfolio's operating expenses
stay the same. Although your actual costs
may be higher or lower, based on these
assumptions your costs would be:
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
$ $ $ $
</TABLE>
<TABLE>
<C> <S>
The aggregate fees and expenses will not
exceed the applicable NASD limit which is
6.25% of the initial public offering price.
</TABLE>
<TABLE>
<C> <S>
7. IS THE PORTFOLIO MANAGED?
Unlike a mutual fund, the Portfolio is not
managed and stocks are not sold because of
market changes. The 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.
8. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from the Sponsors and
other broker-dealers. Some banks may offer
units for sale through special arrangements
with the Sponsors, although certain legal
restrictions may apply.
UNIT PRICE PER 1,000 UNITS $999.
(as of March 30, 2000)
Unit price is based on the net asset value
of the Portfolio plus the up-front sales
fee.
Unit price also includes the estimated
organization costs shown above per 1,000
Units, 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.
9. HOW DO I SELL UNITS?
You may sell your units at any time to the
Sponsors or the Trustee for the net asset
value determined at the close of business
on the date of sale, less any remaining
deferred sales fee and the costs of
liquidating securities to meet the
redemption.
10. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays distribution of any dividend
income on the 25th day of , 2000,
if you own units on the 10th of those
months. Distribution of ordinary income
will be dividends for federal income tax
purposes, and may be eligible for the
dividends received deduction for
corporations. Distribution to foreign
investors will generally be subject to
withholding taxes.
11. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You may choose to reinvest your
distributions into additional units of the
Portfolio. Unless you choose reinvestment,
you will receive your distributions in
cash.
EXCHANGE PRIVILEGES
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 Portfolio from certain other Defined
Asset Funds.
</TABLE>
5
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
Any dividend income will be distributed to you one time during the life of the
Portfolio. 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
- - tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE AMOUNT
OF INCOME RECEIVED. PLEASE CONTACT YOUR TAX ADVISER IN THIS REGARD.
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 technology
stocks. Technology stocks tend to be relatively volatile as compared to other
types of investments. These kinds of companies
- are rapidly developing and highly competitive, both domestically and
internationally;
- may be smaller and less seasoned companies with limited product lines,
markets or financial resources and limited management or marketing
personnel; and
- are affected by
-- worldwide scientific and technological developments (and resulting
product obsolescence);
-- government regulation;
-- increase in material or labor costs;
-- changes in distribution channels; and
-- the need to manage inventory levels in line with product demand.
Other risk factors include:
- short product life cycles;
- aggressive pricing and reduced profit margins;
- dramatic and often unpredictable changes in growth rates;
- frequent new product introduction and the need to enhance existing products;
and
- intense competition from large established companies and potential
competition from small start up companies.
Technology companies are also dependent to a substantial degree upon skilled
professional and technical personnel and there is considerable competition for
the services of qualified personnel in the industry.
FOREIGN ISSUER RISK
Investments in securities of foreign issuers involve risks that are different
from investments in securities of domestic issuers. They may include:
- political and economic developments;
- possibility of withholding taxes;
- exchange controls or other governmental restrictions on the payment of
dividends;
- less publicly available information; and
- absence of uniform accounting, auditing and financial reporting standards,
practices and requirements.
6
<PAGE>
AMERICAN DEPOSITARY SHARES AND RECEIPTS
American depositary shares and receipts are issued by an American bank or trust
company to evidence ownership of underlying common stock issued by a foreign
corporation and deposited in a depositary facility. The terms and conditions of
the depositary facility may result in less liquidity or lower market prices for
the ADRs than for the underlying shares. Certain of the Portfolio Securities
were purchased in ADR form in the United States.
LIQUIDITY
Sales of foreign securities in United States securities markets are ordinarily
subject to severe restrictions and will generally be made only in foreign
securities markets. You should know that:
- securities may be traded in foreign countries where the securities markets
are not as developed or efficient and may not be as liquid as those in the
United States;
- a foreign market's liquidity might become impaired as a result of economic
or political turmoil, or if relations between the United States and such
foreign country deteriorate markedly; and
- the principal trading market for the Portfolio Securities, even if otherwise
listed, may be the over-the-counter market in which liquidity will depend on
whether dealers will make a market in the Portfolio Securities.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Portfolio.
Future tax legislation could affect the value of the Portfolio by:
- reducing the dividends-received deduction or
- increasing the corporate tax rate resulting in less money available for
dividend payments.
SELLING OR EXCHANGING UNITS
You can sell your units at any time for a price based on their net asset value.
Your net asset value is calculated each business day by:
- ADDING the value of the Portfolio Securities, cash and any other Portfolio
assets;
- SUBTRACTING accrued but unpaid Portfolio expenses, unreimbursed Trustee
advances, cash held to buy back units or for distribution to investors, and
any other Portfolio liabilities; and
- DIVIDING the result by the number of outstanding units.
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
7
<PAGE>
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 we will select securities to be sold. These sales could be made at times
when the securities would not otherwise be sold and may result in your receiving
less than you paid for your unit and also reduce the size and diversity of the
Portfolio.
If you sell units with a value of at least $250,000, you may choose to receive
your distribution "in-kind." If you so choose, you will receive securities and
cash with a total value equal to the price of your units. The Trustee will try
to distribute securities in the portfolio pro rata, but it reserves the right to
distribute only one or a few securities. The Trustee will act as your agent in
an in-kind distribution and will either hold the securities for your account or
transfer them as you instruct. You must pay any transaction costs as well as
transfer and ongoing custodial fees on sales of securities distributed in kind.
There could be a delay in paying you for your units:
- if the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
- if the SEC determines that trading on the New York Stock Exchange is
restricted or that an emergency exists making sale or evaluation of the
securities not reasonably practicable; and
- for any other period permitted by SEC order.
ROLLOVER/EXCHANGE OPTION
When this Portfolio is about to terminate, you may have the option to roll your
proceeds into a new International Technology Portfolio if one is available.
If you notify your financial adviser by , 2001 your units will be
8
<PAGE>
redeemed and certain distributed securities plus the proceeds from the sale of
the remaining distributed securities will be reinvested in units of a new
International Technology Portfolio. If you decide not to roll over your
proceeds, you will receive a cash distribution (or, if you are eligible and you
so choose, an in-kind distribution) after the Portfolio terminates.
The Portfolio will terminate by , 2001. However, the Sponsors may
extend the termination date for a period no longer than 30 days without notice
to Unitholders. 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 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 deferred sales fee is generally a charge of $1.50 per 1,000 units and is
accrued in ten installments. Units redeemed or repurchased prior to the accrual
of the final deferred sales fee installment will have the amount of any
remaining installments deducted from the redemption or repurchase proceeds or
deducted in calculating an in-kind distribution. (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
9
<PAGE>
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 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. 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
10
<PAGE>
providers and information services. No portion of the Creation and Development
Fee is applied to the payment of distribution expenses or as compensation for
sales efforts.
The Trustee's and Sponsors' fees may be adjusted for inflation without
investors' approval.
The maximum sales fee is 2.50%. If you hold units in certain eligible accounts
offered by the Sponsors, you will pay no 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 to
$4,999,999 0.75%
$5,000,000 or more 0.35%
</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 will affect the size
and 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.
11
<PAGE>
NO CERTIFICATES
All investors are required to hold their Units in uncertificated form and in
"street name" by their broker, dealer or financial institution at the Depository
Trust Company.
TRUST INDENTURE
The Portfolio is a "unit investment trust" governed by a Trust Indenture, a
contract among the Sponsors and the Trustee, which sets forth their duties and
obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.
The Sponsors and the Trustee may amend the Indenture without your consent:
- 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 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 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.
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.
12
<PAGE>
AUDITORS
Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statement of Condition included in this
prospectus.
SPONSORS
THE SPONSORS ARE:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
PAINEWEBBER INCORPORATED (a wholly owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of The Americas,
New York, NY 10019
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.) Two World Trade Center--59th Floor,
New York, NY 10048
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
TRUSTEE
The Bank of New York, Unit Trust Department, P.O. Box 974, Wall Street Division,
New York, New York 10268-0974, is the Trustee. It is supervised by the Federal
Deposit Insurance Corporation, the Board of Governors of the Federal Reserve
System and New York State banking authorities.
UNDERWRITER'S 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 may realize profits or sustain
losses on units they hold due to fluctuations in the price per unit. The
Sponsors experienced a loss of $ on the initial date of deposit
13
<PAGE>
of the Securities. Any profit or loss to the Portfolio will be effected by the
receipt of applicable sales charges and a gain or loss on subsequent deposits of
securities. In maintaining a secondary market, the Sponsors will also realize
profits or sustain losses in the amount of any difference between the prices at
which it buys units and the prices at which it resells or redeems them.
PUBLIC DISTRIBUTION
During the initial offering period, units will be distributed to the public by
the Sponsors and dealers who are members of the National Association of
Securities Dealers, Inc.
Dealers will be entitled to the concession stated below on Units sold or
redeemed during the first year.
<TABLE>
<CAPTION>
DEALER CONCESSION
AS
A % OF PUBLIC
AMOUNT PURCHASED OFFERING PRICE
---------------- -----------------
<S> <C> <C>
Less than $50,000 2.00%
$50,000 to $99,999 1.80%
$100,000 to
$249,999 1.45%
$250,000 to
$999,999 1.25%
$1,000,000 and over 0.50%
</TABLE>
The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to sell units in any country where
units cannot lawfully be sold.
CODE OF ETHICS
The Portfolio and the Agent for the Sponsors have each adopted a code of ethics
requiring preclearance and reporting of personal securities transactions by its
employees with access to information on Portfolio transactions. Subject to
certain conditions, the codes permit employees to invest in Portfolio securities
for their own accounts. The codes are designed to prevent fraud, deception and
misconduct against the Portfolio and to provide reasonable standards of conduct.
These codes are on file with the Commission and you may obtain a copy by
contacting the Commission at the address listed on the back cover of this
prospectus.
YEAR 2000 ISSUES
Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the "Year
2000 Problem"). To date, we are not aware of any major operational difficulties
resulting from the computer system changes necessary to prepare for the Year
2000. However, there can be no assurance that the Year 2000 Problem will not
adversely affect the issuers of the securities contained in the Portfolio. We
cannot predict whether any impact would be material to the Portfolio as a whole.
ADVERTISING AND SALES LITERATURE
Advertising and sales literature may include brief descriptions of the principal
businesses of the companies represented in the Portfolio.
Sales material may discuss developing a long-term financial plan, working with
your financial professional; the nature and risks of various investment
strategies and Defined Asset Funds that could help you toward your financial
goals and the importance of
14
<PAGE>
discipline; how securities are selected for these funds, how the funds are
created and operated, features such as convenience and costs, and options
available for certain types of funds including automatic reinvestment, rollover,
exchanges and redemption. It may also summarize some similarities and
differences with mutual funds and discuss the philosophy of spending time in the
market rather than trying to time the market, including probabilities of
negative returns over various holding periods.
Sales literature and articles may state research opinions on the economy,
countries and industry sectors and include a list of funds generally appropriate
for pursuing these recommendations.
TAXES
The following summarizes the material income tax consequences of holding Units.
It assumes that you are not a dealer, financial institution, insurance company
or other investor with special circumstances or subject to special rules. You
should consult your own tax adviser about your particular circumstances.
In the opinion of our counsel, under existing law:
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Portfolio intends to qualify for special tax treatment as a regulated
investment company so that it will not be subject to federall income tax on the
portion of its taxable incomethat it distributes to investors in a timely
manner.
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.
DISTRIBUTIONS
Distributions to you of the Portfolio's dividend income and of the Portfolio's
gains from Securities it has held for one year or less will generally be taxed
to you as ordinary income, tot he extent of the Portfolio's taxable income not
attributable to the Portfolio's net capital gain. Distributions to you in excess
of the Portfolio's taxable income willb e treated as a return of capital and
will reduce your basis in your Units. Tot he extent such distributions exceed
your basis, they will be treated as gain from the sale of your Units.
Distributions to you that are treated as ordinary income will constitute
dividends for federal income tax purposes. Corporate investors may be eligible
for the 70% dividends-received deduction with respect to these distributions.
You should consult your tax adviser in this regard.
Distributions to you of the Portfolio's net capital gain will generally be
taxable to you as long-term capital gain, regardless of how long you have held
your Units.
Dividends received by the Portfolio from foreign issuers will in most cases be
subject
15
<PAGE>
to withholding taxes, although these taxes may be reduced by treaties between
the United States and the relevant country.
GAIN OR LOSS UPON DISPOSITION
You will generally recognize capital gain or loss when you dispose of your
Units. If you receive Securities upon redemptio of your Units (including
pursuant to the rollover option), you will generally recognize capital gain or
loss equal to the difference between your basis in your Units and the fair
market value of the Securities received in redemption.
If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain or loss that you recognize upon disposition of your Units will be
long-term if you have held your Units for more than one yea rand short-term
otherwise. Because the deductibility of capital losses is subject to
limitations, you may not be able to deduct all of your capital losses. You
should consult your tax adviser in this regard.
YOUR BASIS IN THE SECURITIES
Your aggregate basis in the Units will generally be equal to the cost of your
Units, including the initial sales charge. You should not increase your basis in
your Units by deferred sales charges, organizational expenses or by any portion
of the Creation and Development Fee.
FOREIGN INVESTORS
If you are a foreign investor and you are not engaged in a U.S. trade or
business, you generally will be subject to a 30% withholding tax (or a lower
applicable treaty rate) on distributions. You should consult your tax adviser
about the possible application of federal, state and local, and foreign taxes.
RETIREMENT PLANS
You may wish to purchase units for an Individual Retirement Account ("IRAs") or
other retirement plan. Generally, capital 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.
16
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Equity Investor Fund, Focus Series,
International Technology Portfolio 2000 Series A, 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 March , 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 March ,
2000 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, NY
March , 2000
STATEMENT OF CONDITION AS OF MARCH , 2000
TRUST PROPERTY
<TABLE>
<S> <C>
Investments--Contracts to purchase Securities(1)......... $
--------------------
Total............................................ $
====================
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsor for organization
expenses(2)......................................... $
--------------------
Subtotal
--------------------
Interest of Holders of Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)................................... $
Gross underwriting commissions and organization
expenses(5)(2)....................................... ()
--------------------
Subtotal
--------------------
Total............................................
====================
</TABLE>
- ------------
(1) Aggregate cost to the Portfolio of the securities listed under Defined
Portfolio determined by the Trustee at 4:00 p.m., Eastern time on March ,
2000. The contracts to purchase securities are collateralized by an
irrevocable letter of credit which has been issued by Bank, New York
Branch, in the amount of $ and deposited with the Trustee. The
amount of the letter of credit includes $ for the purchase of
securities.
(2) A portion of the Public Offering 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 $1.00 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. per 1,000 Units offering price only for that day. The
Public Offering 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 , 2000.
(5) Assumes the maximum initial sales charge per 1,000 units of 1.00% of the
Public Offering Price. A deferred sales charge of $1.50 per 1,000 Units is
payable on and on the 1st day of each month thereafter
through , 2001. Distributions will be made to an account maintained
by the Trustee from which the deferred sales charge obligation of the
investors to the Sponsors will be satisfied. If units are redeemed prior to
, 2001, the remaining portion of the distribution applicable to such
units will be transferred to such account on the redemption date.
17
<PAGE>
Defined
Asset Funds-Registered Trademark->
<TABLE>
<S> <C>
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most FOCUS SERIES
recent free Information INTERNATIONAL TECHNOLOGY PORTFOLIO
Supplement that gives more 2000 SERIES A
details about the Fund, (A Unit Investment Trust)
by calling: ---------------------------------------
The Bank of New York This Prospectus does not contain
1-800-221-7771 complete information about the
investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
- Securities Act of 1933 (file no.
333-95877) 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.
--03/00
</TABLE>
<PAGE>
PART II
Additional Information Not Included in the Prospectus
<TABLE>
<S> <C> <C>
A. The following information relating to the Depositor is incorporated by reference to the SEC filings
indicated and made a part of this Registration Statement.
</TABLE>
I. Bonding arrangements of the Depositor are incorporated by reference to Item
A of Part II to the Registration Statement on Form S-6 under the Securities Act
of 1933 for Municipal Investment Trust Fund, Monthly Payment Series--573 Defined
Asset Funds (Reg. No. 333-08241).
II. The date of organization of the Depositor is set forth in Item B of Part II
to the Registration Statement on Form S-6 under the Securities Act of 1933 for
Municipal Investment Trust Fund, Monthly Payment Series--573 Defined Asset Funds
(Reg. No. 333-08241) and is herein incorporated by reference thereto.
III. The Charter and By-Laws of the Depositor are incorporated herein by
reference to Exhibits 1.3 through 1.12 to the Registration Statement on Form S-6
under the Securities Act of 1933 for Municipal Investment Trust Fund, Monthly
Payment Series--573 Defined Asset Funds (Reg. No. 333-08241).
IV. Information as to Officers and Directors of the Depositor has been filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934 and is incorporated by reference to the SEC
filings indicated and made a part of this Registration Statement:
<TABLE>
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 8-7221
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
PaineWebber Incorporated.................................... 13-2638166
Dean Witter Reynolds Inc. .................................. 94-0899825
The Bank of New York, Trustee............................... 13-4941102
</TABLE>
UNDERTAKING
Each of the Sponsors undertakes that it will not make any amendment to this
Registration Statement which includes material changes without submitting the
amendment for staff review prior to distribution.
II-1
<PAGE>
SERIES OF EQUITY INVESTOR FUND
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
SEC
SERIES NUMBER FILE NUMBER
- ------------- -----------
<S> <C>
S&P Industrial Portfolio 1998 Series H...................... 333-64577
"MERIT" 1987 Series (The Merrill Equity Research Investment
Trust).................................................. 33-10989
</TABLE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference from the
Cross-Reference Sheet of the Registration Statement of Defined Asset Funds
Municipal Insured Series, 1933 Act File No. 33-54565).
The Prospectus.
The Signatures.
The following exhibits:
<TABLE>
<S> <C>
1.1 -- Form of Trust Indenture (incorporated by reference to Exhibit 1.1 to
Amendment No. 2 to the Registration Statement on Form S-6 of Equity
Income Fund, Select Growth Portfolio--1995 Series 2, Defined Asset
Funds, Reg. No. 33-58535).
1.1.1 -- Form of Standard Terms and Conditions of Trust Effective as of
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
Registration Statement of Municipal Investment Trust Fund, Multistate
Series-48, 1933 Act File No. 33-50247).
1.2 -- Form of Master Agreement Among Underwriters (incorporated by
reference to Exhibit 1.2 to the Registration Statement under the
Securities Act of 1933 of The Corporate Income Fund, One Hundred
Ninety-Fourth Monthly Payment Series, 1933 Act File No. 2-90925).
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).
1.12.1 -- Equity Investor Fund Code of Ethics (incorporated by reference to
Exhibit 1.11.2 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).
3.1 -- Opinion of counsel as to the legality of the securities being issued
including their consent to the use of their name under the 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 Income Fund, Select Ten Portfolio
1999 International Series A (United Kingdom Portfolio), 1933 Act File
No. 333-70593).
</TABLE>
R-1
<PAGE>
SIGNATURES
The registrant hereby identifies the series number of Equity Investor Fund
listed on page R-1 for the purposes of the representations required by Rule 487
and represents the following:
1) That the portfolio securities deposited in the series as to which this
registration statement is being filed do not differ materially in type or
quality from those deposited in such previous series;
2) That, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential information for, the
series with respect to which this registration statement is being filed,
this registration statement does not contain disclosures that differ in
any material respect from those contained in the registration statements
for such previous series as to which the effective date was determined by
the Commission or the staff; and
3) That it has complied with Rule 460 under the Securities Act of 1933.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO
DULY AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 29TH DAY OF
MARCH, 2000.
SIGNATURES APPEAR ON PAGE R-3, R-4 AND R-5.
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 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
By JAY M. FIFE
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)
R-3
<PAGE>
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-4
<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-5
