<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 17, 2000
REGISTRATION NO. 333-95875
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
AMENDMENT NO. 2
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
TELE-GLOBAL TRUST 2000 B
(FORMERLY CONCEPT SERIES 43)
DEFINED ASSET FUNDS
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SALOMON SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
<TABLE>
<S> <C> <C>
MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, NJ 08543-9051 SALOMON SMITH BARNEY INC.
388 GREENWICH STREET
23RD FLOOR
NEW YORK, NY 10013
</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>
<S> <C> <C>
TERESA KONCICK, ESQ.
P.O. BOX 9051
PRINCETON, NJ 08543-9051 MICHAEL KOCHMANN
388 GREENWICH STREET
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 will become
effective upon filing on August 17, 2000, pursuant to Rule 487.
THIS REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
------------------------------------
-------------------------------
-----------
-----------
EQUITY INVESTOR FUND
TELE-GLOBAL TRUST 2000 B
(A UNIT INVESTMENT TRUST)
- CAPITAL APPRECIATION
- PROFESSIONAL SELECTION
- DIVERSIFICATION WITHIN THE TELECOMMUNICATIONS
INDUSTRY
- DIVIDEND REINVESTMENT OPTION
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 August 17, 2000.
<PAGE>
--------------------------------------------------------------------------------
Def ined Asset Funds-Registered Trademark-
Defined Asset Funds-Registered Trademark- is America's oldest and largest family
of unit investment trusts, with over $160 billion sponsored over the last 28
years. Defined Asset Funds has been a leader in unit investment trust research
and product innovation. Our family of Funds helps investors work toward their
financial goals with a full range of quality investments, including municipal,
corporate and government bond portfolios, equity portfolios and international
bond and equity portfolios.
Defined Asset Funds offer a number of advantages:
- A disciplined strategy of buying and holding with a long-term view is the
cornerstone of Defined Asset Funds.
- Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
funds are not managed and portfolio changes are limited.
- Defined Portfolios: We choose the stocks and bonds in advance, so you know
what you're investing in.
- Professional research: Our dedicated research team seeks out stocks or bonds
appropriate for a particular fund's objectives.
- Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, risk tolerance or time horizon, there's
probably a Defined Asset Fund that suits your investment style. Your financial
professional can help you select a Defined Asset Fund that works best for your
investment portfolio.
<TABLE>
<S> <C>
CONTENTS
PAGE
--
Risk/Return Summary.................. 3
What You Can Expect From Your
Investment......................... 7
Income............................. 7
Records and Reports................ 7
The Risks You Face................... 7
Concentration Risk................. 7
Foreign Issuer Risk................ 8
Litigation and Legislation Risks... 9
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............................. 12
Expenses........................... 12
Portfolio Changes.................. 13
Portfolio Termination.............. 13
No Certificates.................... 13
Trust Indenture.................... 14
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 Literature... 16
Taxes................................ 17
Supplemental Information............. 19
Financial Statements................. 20
Report of Independent Accountants.. 20
Statement of Condition............. 20
</TABLE>
2
<PAGE>
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RISK/RETURN SUMMARY
<TABLE>
<C> <S>
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
The Portfolio seeks capital appreciation
by investing in a fixed portfolio of
global common stocks in the
telecommunications industry.
You can participate in the Portfolio by
purchasing units. Each unit represents an
equal share of the stocks in the
Portfolio and receives an equal share of
income and principal distributions, if
any.
2. WHAT IS THE PORTFOLIO'S INVESTMENT
STRATEGY?
The Portfolio contains 28 global stocks
in the telecommunications industry. The
stocks were selected after we considered:
- the quality of the common stocks;
- capitalization of the issuers;
- the issuers' earnings and dividend
payment records; and
- the prices of the common stocks.
The screening process included:
- identifying companies with two-year
growth potential;
- performing a thorough fundamental
financial analysis; and
- evaluating liqudity, market share and
timeliness of purchase.
The common stocks chosen for the
Portfolio are considered by the Defined
Funds Research Group to be well
positioned to benefit from:
- advances in telecommunications
technology;
- increasing demand for telecommunications
products and services; and
- global expansion of telecommunications
services (especially from privatization
of government-owned facilities).
- U.S. legislation enabling telephone
companies, cable providers and others to
offer multi-service packages.
The Portfolio plans to hold the stocks in
the Portfolio for about two years. At the
end of approximately two years, we will
liquidate the Portfolio and apply a
similar Strategy to select a new
portfolio, if available.
3. WHAT INDUSTRIES ARE REPRESENTED IN THE
PORTFOLIO?
Based upon the principal business of each
issuer and current market values, the
Portfolio represents the following
sectors of the telecommunications
industry:
</TABLE>
<TABLE>
- Telecommunications Equipment 46%
- International 23
Telecommunications Services--
- Wireline/Wireless 16
<C> <S>
- Internet Services 6
- Telecommunications/Software Services 5
- Telecommunications Networking 4
</TABLE>
<TABLE>
<C> <S>
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE
PORTFOLIO. THIS CAN HAPPEN FOR VARIOUS
REASONS, INCLUDING:
- Stock prices can be volatile.
- Share prices may decline during the life
of the Portfolio.
- Because the Portfolio is concentrated in
the telecommunications industry, adverse
developments in this industry may affect
the value of your units. In addition, the
Portfolio is concentrated in foreign
stocks. The risks associated with a
foreign investment are discussed later in
this prospectus under the heading
"Concentration Risk."
- The Portfolio may continue to purchase or
hold the stocks originally selected even
though their market value or yield 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.
</TABLE>
3
<PAGE>
--------------------------------------------------------------------------------
Defined Portfolio
-------------------------------------------------------------------
Equity Investor Fund
Tele-Global Trust 2000 B
Defined Asset Funds
<TABLE>
<CAPTION>
PRICE
TICKER PERCENTAGE PER SHARE COST
NAME OF ISSUER SYMBOL OF FUND (1) TO FUND TO FUND (2)
<S> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------
1. ADC Telecommunications, Inc.* ADCT 4.34% $41.5625 $ 17,456.25
2. ADTRAN, Inc.* ADTN 3.51 56.5000 14,125.00
3. Advanced Fibre Communications,
Inc.* AFCI 4.17 40.0000 16,800.00
4. Alcatel+ ALA 5.40 74.7500 21,677.50
5. ALLTEL Corporation AT 1.41 56.6875 5,668.75
6. America Online, Inc.* AOL 5.99 54.6875 24,062.50
7. ANTEC Corporation* ANTC 3.75 44.2500 15,045.00
8. BellSouth Corporation BLS 2.22 37.1875 8,925.00
9. Cisco Systems, Inc.* CSCO 4.08 63.0625 16,396.25
10. Convergys Corporation* CVG 2.84 39.3750 11,418.75
11. Corning Incorporated GLW 4.83 276.9375 19,385.63
12. CSG Systems International,
Inc.* CSGS 2.72 47.4375 10,910.63
13. Dycom Industries, Inc.* DY 3.74 48.5000 15,035.00
14. France Telecom S.A.+ FTE 1.91 127.7500 7,665.00
15. Motorola, Inc. MOT 4.19 36.5625 16,818.75
16. Nokia Oyj+ NOK 3.00 38.9375 12,070.63
17. Nortel Networks Corporation+ NT 5.20 80.3125 20,881.25
18. Polycom, Inc.* PLCM 4.04 101.3750 16,220.00
19. Powerwave Technologies, Inc.* PWAV 6.29 37.6875 25,250.63
20. SBC Communications Inc. SBC 1.34 41.3125 5,370.63
21. Scientific-Atlanta, Inc. SFA 6.78 71.6250 27,217.50
22. Sprint Corporation FON 2.29 34.0625 9,196.88
23. Telefonaktiebolaget LM Ericsson
AB+ ERICY 3.62 19.3750 14,531.25
24. Telefonica, S.A.*+ TEF 2.41 69.0625 9,668.75
25. United States Cellular
Corporation* USM 3.25 68.8125 13,074.38
26. Verizon Communications VZ 1.13 41.3125 4,544.38
27. Vodafone Group PLC+ VOD 1.56 41.7500 6,262.50
28. WorldCom, Inc.* WCOM 3.99 34.8750 16,042.50
------ -----------
100.00% $401,721.29
====== ===========
</TABLE>
----------------------------
(1) Based on Cost to Fund.
(2) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on August 16, 2000, the business day prior to the initial
date of deposit. The value of the Securities on any subsequent business day
will vary.
* These securities do not currently pay cash dividends.
+ The issuer is a foreign corporation; dividends, if any, may be subject to
withholding tax.
----------------------------
The securities were acquired on August 16, 2000 and are represented entirely by
contracts to purchase the securities. Any of the Sponsors may have acted as
underwriters, managers or comanagers of a public offering of the securities in
this Fund during the last three years. Affiliates of the Sponsors may serve as
specialists in the securities in this Fund on one or more stock exchanges and
may have a long or short position in any of these securities or in 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 Fund. 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.
<PAGE>
--------------------------------------------------------------------------------
RISK/RETURN SUMMARY (CONTINUED)
<TABLE>
<C> <S>
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.
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
current income.
6. WHAT ARE THE PORTFOLIO'S FEES AND
EXPENSES?
The following tables show the costs and
expenses you may pay, directly or
indirectly, when you invest in the
Portfolio.
</TABLE>
<TABLE>
.088 % $0.87
Trustee's Fee
.071 % $0.70
Portfolio Supervision,
Bookkeeping and
Administrative Fees (including
updating
expenses)
<CAPTION>
ESTIMATED ANNUAL OPERATING EXPENSES
AS A %
OF AMOUNT
NET PER 1,000
ASSETS UNITS
------ ---------
<C> <S> <C> <C>
.250 % $2.48
Creation and
Development Fee
.029 % $0.29
Other Operating Expenses
------- -----
.438 % $4.34
TOTAL
</TABLE>
<TABLE>
<CAPTION>
AMOUNT
PER 1,000
UNITS
---------
<C> <S> <C>
$1.58
ORGANIZATION COSTS (deducted from
Portfolio assets at the close of the
initial offering period)
</TABLE>
<TABLE>
<C> <S>
The Creation and Development Fee is an annual
fee (estimated $.00250 per unit) that
compensates the Sponsors for the creation and
development of the Portfolio and is computed
based on the Portoflio's average daily net
asset value through each of the dates of
collection. The creation and development fee is
collected at the end of the offering period
which is generally 90 days, and the anniversary
of the date of deposit. This fee historically
had been included in the sales fee.
</TABLE>
<TABLE>
<C> <S> <C>
INVESTOR FEES
4.00%
Maximum Sales Fee (Load) on new
purchases (as a percentage of
$1,000 invested)
</TABLE>
<TABLE>
<C> <S>
You will pay an up-front sales fee of
approximately 1.00%. In addition, six monthly
deferred sales charges of $2.50 per 1,000 units
($15.00 annually) will be deducted from the
Portfolio's net asset value each year of the
Portfolio's two-year life (February 1 through
July 1, 2001 and August 1, 2001 through January
1, 2002).
The aggregate fees and expenses when you invest
in the Portfolio will not exceed 6.25% of your
public offering price.
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
$312 $740 $1,193 $2,438
</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.
</TABLE>
4
<PAGE>
<TABLE>
<C> <S>
8. HOW HAVE PRIOR TELE-GLOBAL SERIES PERFORMED?
The following shows past performance of prior Defined Asset
Funds Tele-Global Series. While each series was chosen using
a similar screening process, some series were outstanding
for longer periods and had different sales charges. Past
performance of prior series is no assurance of future
results of those series or this Portfolio.
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
S&P 500
PORTFOLIO COMPOSITE INDEX
MAXIMUM AVERAGE ANNUAL AVERAGE ANNUAL
SERIES TERM SALES CHARGE RETURN(1) RETURN(2)
--------------------- --------------------- ------------ ------------------------ ---------------
Telecommunications
Trust* 1/22/91-12/22/95 5.35% 9.98% 16.83%
Tele-Global 1 10/13/93-2/12/98 5.35% 13.46% 23.04%
Tele-Global 2(3) 2/14/96-2/28/00 5.35% 53.09% 21.52%
Tele-Global 3 2/06/98-3/10/00 4.5 77.53% 18.18%
Tele-Global 4 8/13/98-6/30/00 4.5 60.62% 18.95%
Tele-Global 5 1/25/99-6/30/00 4.5 47.91% 13.60%
<S> <C>
NASDAQ
TELECOMMUNICATIONS INDEX
AVERAGE ANNUAL
SERIES RETURN(2)
--------------------- ----------------------------
Telecommunications
Trust* 20.41%
Tele-Global 1 13.66%
Tele-Global 2(3) 49.44%
Tele-Global 3 86.97%
Tele-Global 4 50.17%
Tele-Global 5 36.71%
</TABLE>
--------------
(1) Average annual total return represents price changes plus reinvestment of
income and principal distributions, divided by the public offering price,
and reflects actual expenses and maximum sales charges which differ from the
current Portfolio.
(2) Assumes Indexes have no sales charges or expenses. No one can invest
directly in an index.
(3) Tele-Global 2 was a five year fund with a sales charge structure different
from the other Tele-Global funds.
* Total return for Telecommunications Trust represents price changes plus the
addition of dividends and principal distributions (not reinvested), divided
by the initial public offering price, and reflects the deduction of all sales
charges and expenses.
5
<PAGE>
<TABLE>
<C> <S>
9. HOW DO I BUY UNITS?
You can buy units from any of the
Sponsors and other broker-dealers. The
Sponsors are listed later in this
prospectus. Some banks may offer units
for sale through special arrangements
with the Sponsors, although certain legal
restrictions may apply.
The minimum investment is $250.
UNIT PRICE PER 1,000 UNITS $999.91
(as of August 16, 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 of $1.58 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.
10. 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.
11. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays distributions of any
dividend income, net of expenses, on the
25th of February and July 2001, and
February and June 2002, if you own units
on the 10th of those months. However, if
the distribution would be less than $1.00
per 1,000 units, the income will be
distributed on the next scheduled
distribution date or termination. 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
whether you reinvest your dividends in
the Portfolio. A portion of the dividend
payments may be used to pay expenses of
the Portfolio. Foreign investors' shares
of dividends will generally be subject to
withholding taxes.
12. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You may choose to reinvest your income
distributions into additional units of
the Portfolio. Unless you choose
reinvestment, you will receive your
distributions in cash.
EXCHANGE PRIVILEGES
You may exchange units of this Portfolio
for units of certain other Defined Asset
Funds. You may also exchange into this
Portfolio from certain other funds. We
charge a reduced sales fee on designated
exchanges.
</TABLE>
6
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
There are two scheduled dividend distribution dates during the life of the
Portfolio. However, if on any distribution date the income in the fund is less
than $1.00 per 1,000 units, the income will be distributed on the next scheduled
distribution date or termination.
There can be no assurance that any dividends will be declared or paid.
RECORDS AND REPORTS
You will receive:
- a notice from the Trustee if new equity securities are deposited in exchange
or substitution for equity securities originally deposited;
- annual reports on Portfolio activity; and
- annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE
AMOUNT OF INCOME RECEIVED DURING THE YEAR. PLEASE CONTACT YOUR TAX ADVISOR IN
THIS REGARD.
You may request audited financial statements of the Portfolio from the Trustee.
You may inspect records of Portfolio transactions at the Trustee's office during
regular business hours.
THE RISKS YOU FACE
CONCENTRATION RISK
When stocks in a particular industry 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 telecommunications industry.
These companies:
- provide local, long-distance, wireless, cable television and internet services
and information systems;
- manufacture of telecommunications products; and
- operate voice, data and video telecommunications networks.
Payment on common stocks of companies in this industry generally depends upon:
- the amount and growth of customer demand;
- the level of rates they are allowed to charge; and
- the effects of inflation on the cost of providing services and the rate of
technological innovation.
The domestic telecommunications industry is characterized by increasing
competition in all sectors and regulation by the Federal Communications
Commission and various state regulatory authorities. To meet increasing
competition, companies may have to commit substantial capital, particularly in
the formulation of new products and services using new technology.
Telecommunications companies in both developed and emerging countries are
undergoing significant change due to varying and evolving levels of governmental
regulation or deregulation and other factors. As a result, competitive pressures
are intense and the securities of such companies may be subject to significant
price volatility.
In addition, all telecommunications companies in both developed and emerging
7
<PAGE>
countries are subject to the additional risk that technological innovations will
make their products and services obsolete.
While the worldwide market for telecommunications equipment is expected to grow,
we cannot predict the overall effect on the Portfolio of factors such as:
- competing technologies;
- increasing capital requirements;
- protectionist actions by foreign governments; and
- demand for new technologies.
The international companies in the Portfolio consist predominantly of former
government owned telecommunications systems that have been privatized in stages.
We cannot predict whether such privatization will continue in the future or
what, if any, effect this will have on the Portfolio.
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 restrictons on the payment of
dividends;
- less publicly available information; and
- absence of uniform accounting, auditing and financial reporting standards,
practices and requirements.
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.
FOREIGN CURRENCY RISK
At the present time the Sponsors do not believe that any of the Portfolio
Securities is subject to exchange control restrictions which would materially
interfere with payment to the Portfolio of amounts due on the Portfolio
Securities. The adoption of exchange control regulations or other legal
restrictions could have an adverse impact on the marketability of international
securities in the Portfolio and on the ability of the Portfolio to satisfy
redemptions. There can be no assurance that exchange control regulations might
not be adopted in the future that would adversely affect payments to the
Portfolio.
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
8
<PAGE>
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 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
9
<PAGE>
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 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 Tele-Global Portfolio if one is available.
If you hold your Units with one of the Sponsors and notify your financial
adviser by August 21, 2002, 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 the new Tele-Global 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
Tele-Global Trust, 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 Tele-Global Trust.
The Portfolio will terminate by September 24, 2002. However, the Sponsor 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.
10
<PAGE>
If you continue to hold your Units, you may exchange units of this Portfolio any
time before the Portfolio terminates for units of certain other Defined Asset
Funds. In addition, you may exchange into this fund from certain other Defined
Asset Funds and units trusts. 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 $2.50 per 1,000 units
and is accrued in six monthly installments each year of the Portfolio's life.
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.
If you redeem or sell your units before August 1, 2001, you will pay only the
balance of any deferred sales fee remaining for the first year. If you redeem or
sell your units on or after August 1, 2001 you will pay the remaining balance of
the deferred sales fee for the second year. 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
11
<PAGE>
available, at the mean between the closing bid and offer prices.
INCOME
- The annual income per unit, after deducting estimated annual Portfolio
expenses per unit, will depend primarily upon the amount of dividends declared
and paid by the issuers of the securities and changes in the expenses of the
Portfolio and, to a lesser degree, upon the level of purchases of additional
securities and sales of securities. There is no assurance that dividends on
the securities will continue at their current levels or be declared or paid.
- 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. Legal, typesetting,
electronic filing and regulatory filing fees and expenses associated with
updating the Portfolio's registration statement yearly are also now chargeable
to the Portfolio. While this fee may exceed the amount of these costs and
expenses attributable to this Portfolio, the total of these fees for all Series
of Defined Asset Funds will not exceed the aggregate amount attributable to all
of these Series for any calendar year. Certain of these expenses were previously
paid for by the Sponsors.
The Sponsors will receive an annual 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 fees, 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.
The Trustee's and Sponsors'fees may be adjusted for inflation without investors'
approval.
12
<PAGE>
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.
<TABLE>
Less than $50,000 4.00%
$ 50,000 to $99,999 3.75%
<CAPTION>
The maximum sales fees are as follows:
YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
-------------- ------------
<C> <S> <C>
$100,000 to $249,999 3.25%
$250,000 to $999,999 3.00%
$1,000,000 or more 2.25%
</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 units for sale that we acquire in the secondary
market after reviewing:
- diversity of the Portfolio;
- size of the Portfolio relative to its original size;
- ratio of Portfolio expenses to income; and
- cost of maintaining a current prospectus.
If a Portfolio is buying or selling a stock actively traded on a national
securities exchange or certain foreign exchanges, it may buy from or sell to
another Defined Asset Fund at the stock's closing sale price (without any
brokerage commissions)
PORTFOLIO TERMINATION
When the Portfolio is about to terminate you will receive a notice, and you will
be unable to sell your units after that time. 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.
13
<PAGE>
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 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 Bank of New York, Unit Investment Trust Department, Box 974-Wall Street
Station, New York, New York 10268-0974, is the Trustee. It is supervised by the
Federal Deposit Insurance Corporation, the Board of Governors of the Federal
Reserve System and New York State banking authorities.
UNDERWRITERS' AND SPONSORS' PROFITS
Underwriters receive sales charges when they sell units. Sponsors also realize a
profit or loss on deposit of the securities shown under Defined Portfolio. Any
cash made available by you to the Sponsors before the settlement date for those
units may be used in the Sponsors' businesses to the extent permitted by federal
law and may benefit the Sponsors.
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 an annual 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 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 $126.00 on the initial deposit of the Securities.
Any profit or loss to the Portfolio will be effected by the receipt of
applicable sales fees and a gain or loss on subsequent deposits of securities.
In maintaining a
15
<PAGE>
secondary market, the Sponsors will also realize profits or sustain losses in
the amount of any difference between the prices at which they buy units and the
prices at which they resell or redeem them.
PUBLIC DISTRIBUTION
During the initial offering period, units will be distributed to the public by
the Sponsors and dealers who are members of the National Association of
Securities Dealers, Inc.
Dealers will be entitled to the concession stated below on Units sold or
redeemed during the first year. On Units held in the second year, the dealer
will be entitled to an additional concession of $11 per 1,000 Units ($5 per
1,000 Units for purchases of $1 million or more).
<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 or
misconduct against the Portfolio and to provide reasonable standards of conduct.
These codes are on file with the Commission and you may obtain a copy by
contacting the Commission at the address listed on the back cover of this
prospectus.
YEAR 2000 ISSUES
Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the "Year
2000 Problem"). To date, we are not aware of any major operational difficulties
resulting from the computer system changes necessary to prepare for the Year
2000. However, there can be no assurance that the Year 2000 Problem will not
adversely affect the issuers of the securities contained in the Portfolio. We
cannot predict whether any impact will be material to the Portfolio as a whole.
ADVERTISING AND SALES LITERATURE
Advertising and sales literature may include brief descriptions of the principal
businesses of the companies represented in the Portfolio, the research analysis
of why they were selected, and a chronology of developments in the
telecommunications industry.
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
16
<PAGE>
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 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 distributed Securities will include your holding
period in your units.
If you do not hold your Portfolio in a currently non-taxable account (e.g., an
IRA account), you may elect to roll over your investment in the Portfolio. If
you so elect by August 21, 2002, you will recognize gain or loss only with
respect to your share of those Securities that are not rolled over into a 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
Tele-Global Portfolio, you will recognize gain, if any, with respect to
17
<PAGE>
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 Tele-Global 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 from the sale of Securities from the portfolio that
were not rolled over (other than proceeds that were paid to you). 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).
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 withholding tax at a rate of 30% (or
a lower applicable treaty rate) on your share of dividends received by the
Portfolio. You should consult your tax adviser about the possible application of
federal, state and local, and foreign taxes.
18
<PAGE>
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 Sponsor of this Portfolio, and
other financial institutions. Fees and charges with respect to such plans may
vary.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Portfolio by
calling the Trustee. The supplemental information includes more detailed risk
disclosure and general information about the structure and operation of the
Portfolio. The supplemental information is also available from the SEC.
19
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Equity Investor Fund, Tele-Global Trust
2000 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 August 17, 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 auditing standards generally accepted
in the United States of America. 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 August 17,
2000 in accordance with accounting principles generally accepted in the United
States of America.
DELOITTE & TOUCHE LLP
New York, N.Y.
August 17, 2000
STATEMENT OF CONDITION AS OF AUGUST 17, 2000
TRUST PROPERTY
<TABLE>
<S> <C>
Investments--Contracts to purchase Securities(1)......... $ 401,721.29
--------------------
Total............................................ $ 401,721.29
====================
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsors for organization expenses
(2)................................................. $ 344.91
--------------------
Subtotal 344.91
--------------------
Interest of Holders of 405,779 Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)................................... $ 405,742.48
Gross underwriting commissions and organization
expenses (5)(2)...................................... (4,366.10)
--------------------
Subtotal $ 401,376.38
--------------------
Total............................................ $ 401,721.29
====================
</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 August
17, 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 $401,847.29 and deposited with the Trustee. The amount of the
letter of credit includes $401,721.29 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 organization costs have been estimated at $1.58 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, 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 $999.91 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 August 16, 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 $2.50 per 1,000 Units is
payable on February 1, 2001 and thereafter on the 1st day of each month through
July 1, 2001; and monthly August 1, 2001 through January 1, 2002. 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.
20
<PAGE>
Defined
Asset Funds-Registered Trademark-
<TABLE>
<S> <C>
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most TELE-GLOBAL TRUST 2000 B
recent free Information (A Unit Investment Trust)
Supplement that gives more ---------------------------------------
details about the Fund, This Prospectus does not contain
by calling: complete information about the
The Bank of New York investment company filed with the
1-800-221-7771 Securities and Exchange Commission in
Washington, D.C. under the:
- Securities Act of 1933 (file no.
333-95875) 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.
100431RR--8/00
</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 Bank of New York, Trustee............................... 13-4941102
</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>
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 Prospectus.
Additional Information not included in the Prospectus (Part II).
The following exhibits:
<TABLE>
<S> <C>
1.1 -- Form of Trust Indenture (incorporated by reference to Exhibit
1.1 to the Registration Statement of Equity Income Fund, Select
S&P Industrial Portfolio 1997 Series A. 1933 Act File No. 33-
05683.
1.1.1 -- Form of Standard Terms and Conditions of Trust Effective
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to
the Registration Statement of Municipal Investment Trust Fund,
Multistate Series--48, 1933 Act File No. 33-50247).
1.2 -- Form of Master Agreement Among Underwriters (incorporated by
reference to Exhibit 1.2 to the Registration Statement of The
Corporate Income Fund, One Hundred Ninety-Fourth Monthly
Payment Series, 1933 Act File No. 2-90925).
1.11.1 -- Merrill Lynch Code of Ethics (incorporated by reference to
Exhibit 1.11.1 to Post-Effective Amendment No. 2 to the
Registration Statement of Equity Participation Series, Low Five
Portfolio, Defined Asset Funds, 1933 Act File No. 333-05685).
1.11.2 -- Equity Investor Fund Code of Ethics (incorporated by reference
to Exhibit 1.11.2 to Post-Effective Amendment No. 2 to the
Registration 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 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 Income Fund, Select
Ten Portfolio 1996 International Series B (United Kingdom and
Japan Portfolios), 1933 Act File No. 33-00593).
</TABLE>
R-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 17TH DAY OF
AUGUST 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
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>
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, 333-89005 and
333-39302
</TABLE>
RICHARD M. DeMARTINI
RAYMOND J. DROP
JAMES F. HIGGINS
JOHN J. MACK
DONALD G. KEMPF, JR.
MITCHELL M. MERIN
STEPHEN R. MILLER
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
By MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)
R-6
