<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 2000
Registration No. 333-33408
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
AMENDMENT NO. 1
TO
FORM S-6
-------------------------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
-------------------------------------
A. EXACT NAME OF TRUST:
EQUITY INVESTOR FUND
SELECT GROWTH PORTFOLIO 2000 SERIES B
DEFINED ASSET FUNDS
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
PAINEWEBBER INCORPORATED
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
<TABLE>
<S> <C>
MERRILL LYNCH, PIERCE, PAINEWEBBER INCORPORATED
FENNER & SMITH 1285 AVENUE OF THE
INCORPORATED AMERICAS
DEFINED ASSET FUNDS NEW YORK, NY 10019
P.O. BOX 9051
PRINCETON, NJ 08543-9051
</TABLE>
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
<TABLE>
<S> <C> <C>
COPIES TO:
TERESA KONCICK, ESQ. PIERRE DE SAINT PHALLE, ROBERT E. HOLLEY
P.O. BOX 9051 ESQ. 1200 HARBOR BLVD.
PRINCETON, NJ 08543-9051 450 LEXINGTON AVENUE WEEHAWKEN, NJ 07087
NEW YORK, NY 10017
</TABLE>
E. TITLE OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
F. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC.
As soon as practicable after the effective date of the registration statement.
/X/ Check box if it is proposed that this Registration Statement shall become
effective upon filing on June 7, 2000, pursuant to Rule 487.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
----------------------------------------------------
EQUITY INVESTOR FUND
SELECT GROWTH PORTFOLIO
2000 SERIES B
(A UNIT INVESTMENT TRUST)
- CAPITAL APPRECIATION
- AGGRESSIVE GROWTH STOCKS
-----------------------------------------------------
SPONSORS: The Securities and Exchange Commission has not
MERRILL LYNCH, approved or disapproved these Securities or passed
PIERCE, FENNER & SMITH upon the adequacy of this prospectus. Any
INCORPORATED representation to the contrary is a criminal offense.
PAINEWEBBER INCORPORATED Prospectus dated June 7, 2000.
<PAGE>
--------------------------------------------------------------------------------
Defined 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, as well as domestic and international
equity portfolios.
Defined Asset Funds offer a number of advantages:
- A disciplined strategy of buying and holding with a long-term view is the
cornerstone of Defined Asset Funds.
- Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
funds are not managed and portfolio changes are limited.
- Defined Portfolios: We choose the stocks and bonds in advance, so you know
what you're investing in.
- Professional research: Our dedicated research team seeks out stocks or bonds
appropriate for a particular fund's objectives.
- Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, risk tolerance or time horizon, there's
probably a Defined Asset Fund that suits your investment style. Your financial
professional can help you select a Defined Asset Fund that works best for your
investment portfolio.
<TABLE>
<S> <C>
CONTENTS
PAGE
--
Risk/Return Summary.................. 3
What You Can Expect From Your
Investment......................... 6
Income............................. 6
Records and Reports................ 6
The Risks You Face................... 6
Litigation and Legislation Risks... 6
Selling or Exchanging Units.......... 6
Sponsors' Secondary Market......... 7
Selling Units to the Trustee....... 7
Rollover/Exchange Option........... 8
How The Fund Works................... 8
Pricing............................ 8
Evaluations........................ 9
Income............................. 9
Expenses........................... 9
Portfolio Changes.................. 10
Portfolio Termination.............. 11
No Certificates.................... 11
Trust Indenture.................... 11
Legal Opinion...................... 12
Auditors........................... 12
Sponsors........................... 12
Trustee............................ 12
Underwriters' and Sponsors'
Profits.......................... 12
Public Distribution................ 13
Code of Ethics..................... 13
Year 2000 Issues................... 13
Advertising and Sales Literature... 14
Taxes................................ 14
Supplemental Information............. 16
Financial Statements................. 17
Report of Independent Accountants.. 17
Statement of Condition............. 17
</TABLE>
2
<PAGE>
--------------------------------------------------------------------------------
RISK/RETURN SUMMARY
<TABLE>
<C> <S>
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
The Portfolio seeks capital appreciation.
Its strategy is to invest in a fixed
portfolio of approximately equal amounts
of ten common stocks selected for their
strong potential for capital
appreciation.
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, if any.
2. WHAT IS THE PORTFOLIO'S INVESTMENT
STRATEGY?
We selected the 10 stocks in the
Portfolio for their:
- potential for growth in earnings per
share;
- reasonable valuation levels; and
- strong recent price performance.
The Portfolio Consultant, O'Shaughnessy
Capital Management, Inc. applied its
quantitative Model to identify stocks
with the following characteristics, among
others, as of four business days prior to
the date of this Prospectus:
- expected growth rates of earnings per
share of at least 20% over the next
fiscal year;
- expected annual growth rates of at least
20% over the next three to five years;
- a price to earnings ratio not exceeding
the expected earnings growth rate over
the next three to five years;
- strong price performance in the six
months prior to the application of the
Model;
- a minimum market capitalization of $750
million.
The Agent for the Sponsors then reviewed
the identified stocks for liquidity,
market capitalization and other factors,
and made a final selection of ten stocks.
The Portfolio Consultant is a registered
investment adviser, organized in 1988 and
based in Greenwich, Connecticut. The
Portfolio Consultant is unaffiliated with
any of the Sponsors.
- The Portfolio plans to hold the stocks in
the Portfolio for about one year. At the
end of the year, we will liquidate the
Portfolio and apply the same Strategy to
select a new portfolio, if available.
- Each Select Growth Portfolio is designed
to be part of a longer term strategy. We
believe that more consistent results are
likely if the Strategy is followed for at
least three to five years but you are not
required to stay with the Strategy or to
roll over your investment. You can sell
your units any time.
3. WHAT INDUSTRIES ARE REPRESENTED IN THE
PORTFOLIO?
Based upon the principal business of each
issuer and current market values, the
Portfolio represents the following
industries:
</TABLE>
<TABLE>
- Electronic Components/Semiconductors 20%
- Health Care Services 20
- Data Processing & Management 10
<C> <S>
- Diagnostic Equipment 10
- Food 10
- Retail 10
- Technology 10
- Telecommunications Equipment 10
</TABLE>
<TABLE>
<C> <S>
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE
PORTFOLIO. THIS CAN HAPPEN FOR VARIOUS
REASONS, INCLUDING:
- The Portfolio is composed of aggressive
growth stocks that are likely to be
subject to extreme price volatility.
Therefore, this Portfolio may be
considered speculative. Investors should
assess their risk tolerance and
investment time horizon before purchasing
units in this Portfolio.
- The Portfolio does not reflect any
investment recommendations of any of the
Sponsors, and 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
Select Growth Portfolio 2000 Series B
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. CSG Systems International, Inc. CSGS 9.63% $56.5000 $ 33,900.00
2. Cypress Semiconductor
Corporation CY 9.95 50.0625 35,043.75
3. Express Scripts, Inc. ESRX 9.89 53.6250 34,856.25
4. Hain Celestial Group, Inc. HAIN 10.05 29.7500 35,402.50
5. IDEXX Laboratories IDXX 10.41 25.6250 36,643.75
6. KEMET Corporation KEM 10.08 37.3750 35,506.25
7. Mentor Graphics Corporation MENT 10.14 17.9375 35,695.63
8. Michael's Stores, Inc. MIKE 9.93 44.2500 34,957.50
9. Orthodontic Centers of America,
Inc. OCA 9.98 23.4375 35,156.25
10. Plantronics, Inc. PLT 9.94 89.7500 35,002.50
------ -----------
100.00% $352,164.38
====== ===========
</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 June 6, 2000, the business day prior to the initial date
of deposit. The value of the Securities on any subsequent business day will
vary.
* None of these issuers currently pay dividends.
----------------------------
The securities were acquired on June 6, 2000 and are represented entirely by
contracts to purchase the securities. Any of the Sponsors may have acted as
underwriters, managers or co-managers of a public offering of the securities in
this Portfolio during the last three years. Affiliates of the Sponsors may serve
as specialists in the securities in this Portfolio on one or more stock
exchanges and may have a long or short position in any of these securities or
options on any of them, and may be on the opposite side of public orders
executed on the floor of an exchange where the securities are listed. An
officer, director or employee of any of the Sponsors may be an officer or
director of one or more of the issuers of the securities in the Portfolio. A
Sponsor may trade for its own account as an odd-lot dealer, market maker, block
positioner and/or arbitrageur in any of the securities or in options on them.
Any Sponsor, its affiliates, directors, elected officers and employee benefits
programs may have either a long or short position in any securities or in
options on them.
----------------------------
PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY
PROSPECTUS
FOR A FUTURE FUND IN THIS SERIES, THE PORTFOLIO WILL CONTAIN
DIFFERENT
STOCKS FROM THOSE DESCRIBED ABOVE.
<PAGE>
--------------------------------------------------------------------------------
RISK/RETURN SUMMARY (CONTINUED)
<TABLE>
<C> <S>
- Current dividend income is not a
criterion for the selection of stocks for
the Portfolio and no distributions of
income are expected to be made by the
Portfolio.
- The Portfolio may continue to purchase or
hold the stocks originally selected even
though the assessment of their earnings
growth potential may change and even if
the securities would no longer qualify
for selection were the Model to be
applied on a later date.
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want capital appreciation.
You will benefit from a professionally
selected and supervised portfolio whose
risk is reduced by investing in equity
securities of different issuers in a
variety of industries. The Portfolio
should be considered as a vehicle for
investing a portion of your assets and
not as a complete equity investment
program.
The Portfolio is NOT appropriate for you
if you are not comfortable with the
Strategy or are unwilling to take the
increased risk involved with an
aggressive growth equity investment. It
is not 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>
.091% $0.90
Trustee's Fee
.071% $0.70
Portfolio Supervision,
Bookkeeping and
Administrative Fees
<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
.042% $0.41
Other Operating Expenses
------ -----
.454% $4.49
TOTAL
</TABLE>
<TABLE>
<C> <S>
The Creation and Development Fee (estimated at
$.00248 per unit) compensates the Sponsors for
the creation and development of the Portfolio
and is computed based on the Portfolio's
average daily net asset value through the date
of collection. This fee historically had been
included in the sales fee.
</TABLE>
<TABLE>
<C> <S>
ORGANIZATION COSTS per 1,000
units (deducted from Portfolio
assets at the close of the initial
offering period) $2.67
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 September 1, 2000 and
thereafter on the first of each month
through June 1, 2001).
<C> <S>
EXAMPLE
This example may help you compare the cost of
investing in the Portfolio to the cost of
investing in other funds.
The example assumes that you invest $10,000
in the Portfolio for the periods indicated
and sell all your units at the end of those
periods. The example also assumes a 5% return
on your investment each year and that the
Portfolio's operating expenses stay the same.
Although your actual costs may be higher or
lower, based on these assumptions your costs
would be:
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
$325 $793 $1,287 $2,647
</TABLE>
<TABLE>
<C> <S>
The aggregate fees and expenses will not
exceed the applicable NASD limit which is
6.25% of the public offering price.
</TABLE>
4
<PAGE>
<TABLE>
<C> <S>
7. HOW HAVE SELECT GROWTH PORTFOLIOS
PERFORMED IN THE PAST?
The following table shows the actual
annualized returns to investors who
bought prior Select Growth Portfolios and
rolled over their investment into new
Portfolios. The returns assume that
investors paid the maximum sales fee. The
table also shows returns for the latest
completed portfolios (through
termination, not rollover), which, in
some cases, are higher than the
cumulative performance figures because
market prices have declined since their
completion dates. Of course, past
performance is no guarantee of future
results.
</TABLE>
<TABLE>
<CAPTION>
CUMULATIVE
PERFORMANCE
(INCLUDING ANNUAL
ROLLOVERS) LATEST
THROUGH 3/31/00 COMPLETED PORTFOLIO
-------------------- -----------------------------
STARTING ANNUALIZED ANNUALIZED
SERIES DATE RETURN TERM RETURN
------ -------- ---------- ---------------- ----------
<C> <C> <C> <S> <C>
A 2/14/95 44.27% 2/17/98- 3/19/99 26.37%
B 6/6/95 17.77% 5/18/98- 6/18/99 -13.99%
C 8/1/95 10.59% 8/24/98- 10/1/99 43.53%
D 11/1/95 28.99% 12/1/98- 1/7/00 193.63%
</TABLE>
<TABLE>
<C> <S>
8. IS THE PORTFOLIO MANAGED?
Unlike a mutual fund, the Portfolio is
not managed and stocks are not sold
because of market changes. The Sponsors
monitor the portfolio and may instruct
the Trustee to sell securities under
certain limited circumstances. However,
given the investment philosophy of the
Portfolio, the Sponsors are not likely to
do so.
9. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from 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.
UNIT PRICE PER 1,000 UNITS $999.87
(as of June 6, 2000)
Unit price is based on the net asset
value of the Portfolio plus the up-front
sales fee. Unit price also includes the
estimated organization costs shown on
page 4, to which no sales fee has been
applied.
The Portfolio stocks are valued by the
Trustee on the basis of their closing
prices at 4:00 p.m. Eastern time every
business day. Unit price changes every
day with changes in the prices of the
stocks.
10. HOW DO I SELL UNITS?
You may sell your units at any time to
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 at
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.
Distributions to foreign investors will
generally be subject to withholding
taxes.
12. WHAT OTHER SERVICES ARE AVAILABLE?
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.
REINVESTMENT
If a distribution is made during the
year, you may choose to reinvest it into
additional units of the Portfolio.
</TABLE>
5
<PAGE>
--------------------------------------------------------------------------------
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any income it has received upon termination of the
fund. Your income may vary because of:
- changes in the Portfolio because of additional securities purchases or
sales;
- changes in the Portfolio's expenses; and
- the amount of dividends declared and paid.
There can be no assurance that any dividends will be declared or paid.
RECORDS AND REPORTS
You will receive:
- a notice from the Trustee if new equity securities are deposited in exchange
or substitution for equity securities originally deposited;
- a final report on Portfolio activity; and
- annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT
THE AMOUNT OF INCOME RECEIVED DURING THE YEAR. PLEASE CONTACT YOUR TAX
ADVISOR IN THIS REGARD.
You may request audited financial statements of the Portfolio from the Trustee.
You may inspect records of Portfolio transactions at the Trustee's office during
regular business hours.
THE RISKS YOU FACE
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.
6
<PAGE>
If you sell your units before the final deferred sales fee installment, the
amount of any remaining payments will be deducted from your proceeds.
SPONSORS' SECONDARY MARKET
While we are not obligated to do so, we will buy back units at net asset value
less any remaining deferred sales fee and the cost of liquidating Securities to
meet the redemption. We may resell the units to other buyers or to the Trustee.
We have maintained a secondary market continuously for more than 28 years, but
we could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by contacting your broker, dealer or financial
institution that holds your units in street name. Sometimes, additional
documents are needed such as a trust document, certificate of corporate
authority, certificate of death or appointment as executor, administrator or
guardian.
Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee will sell your units in the over-the-counter market if it
believes it can obtain a higher price. In that case, you will receive the net
proceeds of the sale.
If the Portfolio does not have cash available to pay you for the units you are
selling, the agent for the Sponsors will select securities to be sold. These
sales could be made at times when the securities would not otherwise be sold and
may result in your receiving less than you paid for your unit 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.
7
<PAGE>
ROLLOVER/EXCHANGE OPTION
When this Portfolio is about to terminate, you may have the option to roll your
proceeds into the next Select Growth Portfolio if one is available.
If you hold your Units with one of the Sponsors and notify your financial
adviser by June 19, 2001, your units will be redeemed and certain distributed
securities plus the proceeds from the sale of the remaining distributed
securities will be reinvested in units of a new Select Growth 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
Select Growth Portfolio, you will recognize gain, if any, with respect to your
pro rata share of each security in this Portfolio. You will not be entitled to
claim a loss in respect of any security to the extent that the same security is
included in your pro rata share of the next Select Growth Portfolio.
The Portfolio will terminate by July 24, 2001. However, the Sponsors may extend
the termination date for a period no longer than 30 days without notice to Unit
holders. You may, by written notice to the Trustee at least ten business days
prior to termination, elect to receive an in-kind distribution of your pro rata
share of the Securities remaining in the Portfolio at that time (net of your
share of expenses). Of course, you can sell your Units at any time prior to
termination.
If you continue to hold your Units, you may exchange units of this Portfolio any
time before this Portfolio terminates for units of certain other Defined Asset
Funds at a reduced sales fee if your investment goals change. In addition, you
may exchange into this Fund from certain other Defined Asset Funds. To exchange
units, you should talk to your financial professional about what Portfolios are
exchangeable, suitable and currently available.
We may amend or terminate the options to exchange your units or roll your
proceeds at any time without notice.
HOW THE FUND WORKS
PRICING
Units are charged a combination of initial and deferred sales fees.
In addition, during the initial offering period, a portion of the price of a
unit also consists of securities to pay all or some of the costs of organizing
the Portfolio including:
- cost of initial preparation of legal documents;
- federal and state registration fees;
- initial fees and expenses of the Trustee;
- initial audit; and
- legal expenses and other out-of-pocket expenses.
The estimated organization costs will be deducted from the assets of the
Portfolio as of the close of the initial offering period.
The deferred sales fee is generally a monthly charge of $1.50 per 1,000 units
and is accrued in ten 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
8
<PAGE>
redemption or repurchase proceeds or deducted in calculating an in-kind
distribution, however, this deduction will be waived in the event of the death
or disability (as defined in the Internal Revenue Code of 1986) of an investor.
The initial sales fee is equal to the aggregate sales fee less the aggregate
amount of any remaining installments of the deferred sales fee.
It is anticipated that securities will not be sold to pay the deferred sales fee
until after the date of the last installment. Investors will be at risk for
market price fluctuations in the securities from the several installment accrual
dates to the dates of actual sale of securities to satisfy this liability.
EVALUATIONS
The Trustee values the securities on each business day (i.e., any day other than
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
If the securities are listed on a national securities exchange or the Nasdaq
National Market, evaluations are generally based on closing sales prices on that
exchange or that system or, if closing sales prices are not available, at the
mean between the closing bid and offer prices.
INCOME
- The annual income per unit, if any, 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 be declared or paid.
- 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. Legal, typesetting,
electronic filing
9
<PAGE>
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 a Creation and Development Fee of .25% of the
Portfolio's average daily net asset value through the date of collection. This
fee, which has historically been included in the gross sales fee, compensates
the Sponsors for the creation and development of the Portfolio's objective and
policies and portfolio composition and size, selection of service providers and
information services. No portion of the Creation and Development Fee is applied
to the payment of distribution expenses or as compensation for sales efforts.
The Trustee's and Sponsors' fees may be adjusted for inflation without
investors' approval.
The maximum sales fee is 2.50%. If you hold units in certain eligible accounts
offered by the 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 or more 0.75%
</TABLE>
The deferred sales fees you owe are paid from the Capital Account. Although we
may collect the deferred sales charge monthly, to keep Units more fully invested
we do not currently plan to pay the deferred sales charge until after the
rollover notification date.
The Sponsors will pay advertising and selling expenses at no charge to the
Portfolio. If Portfolio expenses exceed initial estimates, the Portfolio will
owe the excess. The Trustee has a lien on Portfolio assets to secure
reimbursement of Portfolio expenses and may sell securities if cash is not
available.
PORTFOLIO CHANGES
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which 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 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
10
<PAGE>
Asset Fund at the stock's closing sales price (without any brokerage
commissions).
PORTFOLIO TERMINATION
When the Portfolio is about to terminate you will receive a notice, and you will
be unable to sell your units after that time. Unless you choose to receive an
in-kind distribution of securities, we will sell any remaining securities, and
you will receive your final distribution in cash.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling securities. This may reduce the amount you receive as
your final distribution.
NO CERTIFICATES
All investors are required to hold their Units in uncertificated form and in
"street name" by their broker, dealer or financial institution at the Depository
Trust Company.
TRUST INDENTURE
The Portfolio is a "unit investment trust" governed by a Trust Indenture, a
contract among the Sponsors and the Trustee, which 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.
11
<PAGE>
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.
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
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
TRUSTEE
The Bank of New York, Unit Trust Department, P.O. Box 974, Wall Street Division,
New York, New York 10268-0974, is the Trustee. It is supervised by the Federal
Deposit Insurance Corporation, the Board of Governors of the Federal Reserve
System and New York State banking authorities.
UNDERWRITERS' AND SPONSORS' PROFITS
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
12
<PAGE>
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 $177.00 on the initial date of deposit of the
Securities. Any profit or loss to the Portfolio will be effected by the receipt
of applicable sales charges and a gain or loss on subsequent deposits of
Securities. In maintaining a secondary market, the Sponsors will also realize
profits or sustain losses in the amount of any difference between the prices at
which they buy units and the prices at which they resell or redeem them.
PUBLIC DISTRIBUTION
During the initial offering period, units will be distributed to the public by
the Sponsors and dealers who are members of the National Association of
Securities Dealers, Inc.
Dealers will be entitled to the concession stated below on Units sold or
redeemed.
<TABLE>
<CAPTION>
DEALER CONCESSION
AS
A % OF PUBLIC
AMOUNT PURCHASED OFFERING PRICE
---------------- -----------------
<S> <C> <C>
Less than $50,000 2.00%
$50,000 to $99,999 1.80%
$100,000 to
$249,999 1.45%
$250,000 to
$999,999 1.25%
$1,000,000 and over 0.50%
</TABLE>
The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to sell units in any country where
units cannot lawfully be sold.
Prudential Securities Incorporated, which will participate only in rollover
sales, will receive a preferred dealer concession of $13.00 per 1,000 units of
this Portfolio.
CODE OF ETHICS
The Portfolio and the Agent for the Sponsors, have each adopted a code of ethics
requiring 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.
The 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
13
<PAGE>
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.
Sales material may discuss developing a long-term financial plan, working with
your financial professional; the nature and risks of various investment
strategies and Defined Asset Funds that could help you toward your financial
goals and the importance of discipline; how securities are selected for these
funds, how the funds are created and operated, features such as convenience and
costs, and options available for certain types of funds including automatic
reinvestment, rollover, exchanges and redemption. It may also summarize some
similarities and differences with the 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.
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 summary describes some of the important income tax consequences of
holding units. It assumes that you are not a dealer, financial institution,
insurance company or other investor with special circumstances or subject to
special rules. You should consult your own tax adviser about your particular
circumstances.
In the opinion of our counsel, under existing law:
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Portfolio will not be taxed as a corporation for federal income tax
purposes, and you will be considered to own directly your share of each Security
in the Portfolio.
You will be considered to receive your share of any dividends paid when those
dividends are received by the Portfolio. Income from dividends will be taxed at
ordinary income rates. If you are a corporate investor, you may be eligible for
the dividends-received deduction if you satisfy the applicable holding period
and other requirements. You should consult your tax adviser in this regard.
GAIN OR LOSS UPON DISPOSITION
You will generally recognize gain or loss when you dispose of your units for
cash (by sale or redemption), when you exchange
14
<PAGE>
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. and
IRA account), you may elect to rollover your investment in the portfolio. If you
so elect by June 19, 2001, you will recognize gain or loss only with respect to
your share of those Securities that are not rolled over into the new portfolio.
You will not recognize gain or loss with respect to your share of those
Securities that are rolled over, and your basis in those Securities will remain
the same as before the rollover.
If 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 initial sales fee and the Creation and
Development fee. Your aggregate tax basis in units that you hold as a result of
a rollover from an earlier portfolio will equal your basis in the Securities
that were rolled over from the previous portfolio plus the proceeds (other than
proceeds that were paid to you) from the sale of Securities from the portfolio
which were not rolled over. 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. You should not increase your basis in your units by
deferred sales charges or organizational expenses or by any portion of the
Creation and Development Fee.
The tax reporting form and annual statements you receive will be based on the
net amounts paid to you, from which these expenses will already be deducted.
Your basis for Securities distributed to you will be the same as the portion of
your basis in your units that is attributable to the distributed Securities.
EXPENSES
If you are an individual who itemizes deductions, you may deduct your share of
Portfolio expenses (including the 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,
15
<PAGE>
currently $128,950 (or $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.
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
16
<PAGE>
other financial institutions. Fees and charges with respect to such plans may
vary.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Portfolio by
calling the Trustee. The supplemental information includes more detailed risk
disclosure and general information about the structure and operation of the
Portfolio. The supplemental information is also available from the SEC.
17
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Equity Investor Fund, Select Growth
Portfolio 2000 Series B, Defined Asset Funds (the "Portfolio"):
We have audited the accompanying statement of condition and the related defined
portfolio included in the prospectus of the Portfolio as of June 7, 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 June 7,
2000 in accordance with accounting principles generally accepted in the United
States of America.
DELOITTE & TOUCHE LLP
New York, NY
June 7, 2000
STATEMENT OF CONDITION AS OF JUNE 7, 2000
Trust Property
<TABLE>
<S> <C>
Investments--Contracts to purchase Securities(1)......... $ 352,164.38
--------------------
Total............................................ $ 352,164.38
====================
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsors for organization
expenses(2)......................................... $ 949.78
--------------------
Subtotal 949.78
--------------------
Interest of Holders of 355,721 Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)................................... $ 355,674.76
Gross underwriting commissions and organization
expenses(5)(2)....................................... (4,460.16)
--------------------
Subtotal 351,214.60
--------------------
Total............................................ $ 352,164.38
====================
</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 June
6, 2000. The contracts to purchase securities are collateralized by an
irrevocable letter of credit which has been issued by San Paolo Bank, New York
Branch, in the amount of $352,341.38 and deposited with the Trustee. The amount
of the letter of credit includes $352,164.38 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 $2.67 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 organizational costs exceed
the estimated 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 $999.87 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 June 6, 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 September 1, 2000, and thereafter on the 1st day of each month
through June 1, 2001. Distributions will be made to an account maintained by the
Trustee from which the deferred sales charge obligation of the investors to the
Sponsors will be satisfied. If units are redeemed prior to June 1, 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 SELECT GROWTH PORTFOLIO
recent free Information 2000 SERIES B
Supplement that gives more (A Unit Investment Trust)
details about the Fund, ---------------------------------------
by calling: This Prospectus does not contain
The Bank of New York complete information about the
1-800-221-7771 investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
- Securities Act of 1933 (file no.
333-33408) 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.
100410RR--6/00
</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
PaineWebber Incorporated.................................... 8-16267
</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
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>
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>
Equity Investor Fund, Select S&P Industrial Portfolio--1998
Series H.................................................... 33-64577
</TABLE>
CONTENTS OF REGISTRATION STATEMENT
The Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The following exhibits:
<TABLE>
<S> <C>
1.1 -- Form of Trust Indenture (incorporated by reference to Exhibit
1.1 to the Registration Statement of Equity Income Fund, Select
S&P Industrial Portfolio 1997 Series A. 1933 Act File No.
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).
1.11.1 -- Merrill Lynch Code of Ethics (incorporated by reference to
Exhibit 1.11.1 to Post Effective Amendment No. 2 to Equity
Investor Fund, Equity Participation Series, Low Five Portfolio,
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 Equity
Investor Fund, Equity Participation Series, Low Five Portfolio,
1933 Act File No. 333-05685).
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).
3.1 -- Opinion of counsel as to the legality of the securities being
issued including their consent to the use of their names under
the heading "How The Fund Works--Legal Opinion" in the
Prospectus.
5.1 -- Consent of independent accountants.
9.1 -- Information Supplement (incorporated by reference to Exhibit
9.1 to the Registration Statement of Equity Investor Fund, Select
Ten Portfolio 1999 International Series A, United Kingdom Port-
folio, 1933 Act File No. 333-70593).
</TABLE>
R-1
<PAGE>
SIGNATURE
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.
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 7TH DAY OF JUNE,
2000.
SIGNATURES APPEAR ON PAGES R-3 AND R-4.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the 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.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Board of Directors of Merrill Form SE and the following 1933 Act
Lynch, Pierce, File
Fenner & Smith Incorporated: Number: 333-70593
</TABLE>
GEORGE A. SCHIEREN
JOHN L. STEFFENS
JAY M. FIFE
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)
R-3
<PAGE>
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
