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DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
----------------------------------------------------
EQUITY INVESTOR FUND
PREMIER WORLD PORTFOLIO
2000 SERIES A
(A UNIT INVESTMENT TRUST)
- CAPITAL APPRECIATION
- OPTIONAL REINVESTMENT OF CASH DISTRIBUTIONS
SPONSORS:
MERRILL LYNCH, -----------------------------------------------------
PIERCE, FENNER & SMITH The Securities and Exchange Commission has not
INCORPORATED approved or disapproved these Securities or passed
SALOMON SMITH BARNEY INC. upon the adequacy of this prospectus. Any
PAINEWEBBER INCORPORATED representation to the contrary is a criminal offense.
DEAN WITTER REYNOLDS INC. Prospectus dated August 7, 2000.
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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.
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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
Foreign Issuer Risk................ 6
Litigation and Legislation Risks... 7
Selling or Exchanging Units.......... 7
Sponsors' Secondary Market......... 7
Selling Units to the Trustee....... 7
Rollover/Exchange Option........... 8
How The Fund Works................... 9
Pricing............................ 9
Evaluations........................ 9
Income............................. 10
Expenses........................... 10
Portfolio Changes.................. 11
Portfolio Termination.............. 11
No Certificates.................... 12
Trust Indenture.................... 12
Legal Opinion...................... 12
Auditors........................... 13
Sponsors........................... 13
Trustee............................ 13
Underwriters' and Sponsors'
Profits.......................... 13
Public Distribution................ 14
Code of Ethics..................... 14
Year 2000 Issues................... 14
Advertising and Sales Literature... 14
Taxes................................ 15
Supplemental Information............. 17
Financial Statements................. 18
Report of Independent Accountants.. 18
Statement of Condition............. 18
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2
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RISK/RETURN SUMMARY
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1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
The objective of this Defined Fund is
capital appreciation. It will hold for
about two years a diversified portfolio
of common stocks issued by some of the
largest non-U.S. companies. There is no
assurance that the Portfolio's objective
will be achieved.
The value of units will fluctuate with
the value of the common stocks in the
Portfolio and with the value of the U.S.
dollar relative to the various foreign
currencies in which the stocks in the
Portfolio are denominated. No assurance
can be given that the underlying stocks
or Portfolio units will appreciate or not
depreciate in value.
2. WHAT IS THE PORTFOLIO'S INVESTMENT
STRATEGY?
This Portfolio follows a straightforward
strategy: buy the common stocks that meet
the criteria described below and hold the
stocks for about two years. The Portfolio
contains 30 stocks issued by non-U.S.
companies selected by the Sponsor for
capital appreciation.
We selected the common stocks in the
Portfolio through the following four-step
process:
- First, we identified the largest non-U.S.
companies.
- Second, we eliminated those companies
with a market capitalization of less than
$20 billion.
- Third, of the remaining issuers we
screened for companies with projected
compound annual earnings growth per share
of at least 15% over the next two fiscal
years.
- Finally, the Agent for the Sponsors
evaluated the identified stocks on the
basis of fundamentals, financial
condition and other factors and made a
final selection for the Portfolio.
Demographic changes, increased demand for
consumer goods and services and improved
communications and transportation are
stimulating international economic
growth. Privatization also offers
investment opportunities. The 30 stocks
are issued by leading companies, with
reputations for providing high quality
products and services.
The Portfolio plans to hold the stocks
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.
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3. WHAT COUNTRIES AND INDUSTRIES ARE
REPRESENTED IN THE PORTFOLIO?
Based upon current market values, the
Portfolio represents the following
countries:
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- France 32%
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- United Kingdom 20
- Japan 9
- Germany 7
- Spain 6
- Italy 6
- Netherlands 6
- Finland 5
- Canada 3
- Sweden 3
- Switzerland 3
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Based upon the principal business of each
issuer and current market values, the
following industries are represented in
the Portfolio:
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- Telecommunications 20%
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- Medical-Drugs 16
- Banking 13
- Oil Company-Integrated 12
- Consumer Products 10
- Multi-Line Insurance 9
- Manufacturing 9
- Retailing 7
- Electric Utility 4
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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 generally,
and international stock prices can be
extremely volatile.
- Share prices may decline during the life
of the Portfolio.
- The Portfolio is concentrated in stocks
of foreign issuers. Investing in
securities of foreign issuers presents
risks that are different from investing
in domestic issues.
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3
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Defined Portfolio
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Equity Investor Fund
Premier World Portfolio 2000 Series A
Defined Asset Funds
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<CAPTION>
PRICE PER
SHARE TO
PERCENTAGE OF PORTFOLIO IN COST TO PORTFOLIO
LOCATION OF ISSUER NAME OF ISSUER PORTFOLIO(1) U.S. DOLLARS IN U.S. DOLLARS(2)
<S> <C> <C> <C> <C>
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CANADA 1. Nortel Networks Corporation+ 3.56% $ 74.8750 $ 23,211.25
FINLAND 2. Nokia Corporation+ 4.51 39.1875 29,390.63
FRANCE 3. Alcatel 3.53 67.7592 23,038.12
4. Aventis S.A. 4.10 72.2099 26,717.64
5. AXA 3.53 153.6844 23,052.65
6. Carrefour S.A. 3.35 75.3889 21,862.78
7. L' Oreal S.A. 3.72 78.3409 24,285.67
8. LVMH Moet Hennessey Louis
Vuitton 4.01 84.4265 26,172.21
9. Pinault-Printemps-Redoute SA 3.40 201.6426 22,180.69
10. Sanofi-Synthelabo SA 4.56 50.4107 29,742.28
11. Total Fina Elf SA 2.27 147.9621 14,796.21
GERMANY 12. Bayerische Motoren Werke
Aktiengesellschaft 3.19 33.0167 20,800.52
13. Siemens AG 3.52 143.3297 22,932.76
ITALY 14. San Paolo-IMI S.p.A. 2.58 16.3567 16,847.37
15. UniCredito Italiano S.p.A 3.45 4.8213 22,515.27
JAPAN 16. Canon, Inc.+ 2.04 43.0000 13,330.00
17. Nintendo Co., Ltd. 2.40 156.7109 15,671.09
18. The Tokyo Electric Power
Company, Incorporated 4.33 23.5066 28,207.96
NETHERLANDS 19. Aegon N.V.* 3.03 38.7844 19,780.05
20. Royal Dutch Petroleum Company 2.96 58.4037 19,273.22
SPAIN 21. Banco Santander Central
Hispano, S.A.+ 3.34 10.3125 21,759.38
22. Telefonica S.A.*+ 2.92 61.4375 19,045.63
SWEDEN 23. Telefonaktiebolaget LM Ericsson
AB+ 3.27 17.3125 21,294.38
SWITZERLAND 24. Zurich Allied AG 2.49 540.9846 16,229.54
UNITED KINGDOM 25. AstraZeneca PLC 3.32 45.1051 21,650.43
26. BP Amoco p.l.c 4.22 8.9669 27,528.51
27. HSBC Holdings plc 3.37 13.7508 22,001.30
28. Shell Transport & Trading
Company 2.97 8.2460 19,378.05
29. SmithKline Beecham plc 3.53 13.1725 23,051.95
30. Vodafone AirTouch Plc 2.53 4.2882 16,509.61
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100.00% $652,257.15
====== ===========
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(1) Based on Cost to Portfolio in U.S. Dollars.
(2) Valuation by the Trustee made on the basis of closing sale prices on the
relevant exchange at the evaluation time on August 4, 2000. The value of the
Securities on any subsequent business day will vary.
* These stocks currently do not pay dividends.
+ American Depositary Receipts.
------------------------------------
The securities were acquired on August 4, 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.
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RISK/RETURN SUMMARY (CONTINUED)
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- Fluctuations in foreign exchange rates
may affect the U.S. dollar of the
securities.
- The Portfolio may continue to purchase or
hold the stocks originally selected even
though their market value or analysts'
opinions 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 any of the Sponsors.
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want capital appreciation.
You will benefit from a professionally
selected and supervised portfolio whose
risk is reduced by investing in equity
securities of different issuers in a
variety of industries in various
countries.
The Portfolio is NOT appropriate for you
if you are not comfortable with the
Strategy or are unwilling to take the
risk involved with a foreign equity
investment. It may not be appropriate for
you if you are seeking preservation of
capital or high current income.
6. WHAT ARE THE PORTFOLIO'S FEES AND
EXPENSES?
This table shows the costs and expenses
you may pay, directly or indirectly, when
you invest in the Portfolio.
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ESTIMATED ANNUAL OPERATING EXPENSES
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<CAPTION>
AS A % OF AMOUNT
NET PER 1,000
ASSETS UNITS
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<C> <S> <C> <C>
.091 % $0.90
Trustee's Fee
.071 % $0.70
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses)
.250 % $2.48
Creation &
Development Fee
.164 % $1.62
Other Operating Expenses
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.576 % $5.70
TOTAL
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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.
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ORGANIZATION COSTS per 1,000 units $2.28
(deducted from Portfolio assets at
the close of the initial offering
period)
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The Sponsors historically paid organization
costs and updating expenses.
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INVESTOR FEES
4.00%
Maximum Sales Fee (Load) on new
purchases (as a percentage of $1,000
invested)
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You will pay an up-front sales fee of
approximately 1.00%. In addition, six monthly
deferred sales charges of approximately $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 (on
the first of each month February 1, 2001,
through July 1, 2001, and August 1, 2001
through January 1, 2002).
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4
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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:
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<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
$333 $795 $1,284 $2,614
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The aggregate fees and expenses will not
exceed the applicable NASD limit, which
is 6.25% of the initial public offering
price.
7. IS THE PORTFOLIO MANAGED?
Unlike a mutual fund, the Portfolio is
not managed and stocks are not sold
because of market changes. The Sponsors
monitor the portfolio and may instruct
the Trustee to sell securities under
certain limited circumstances. However,
given the investment philosophy of the
Portfolio, the Sponsors are not likely to
do so.
8. HOW DO I BUY UNITS?
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. Employees of
certain Sponsors and Sponsor affiliates
and non-employee directors of certain of
the Sponsors may purchase Units at a
reduced sales charge.
The minimum investment is $250.
UNIT PRICE PER 1,000 UNITS $999.88
(as of August 4, 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.
9. 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.
10. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays distributions of any
dividend income, net of expenses, on the
25th of December, 2000 and 2001 if you
own units on the 10th of those months.
Distributions of ordinary income will be
dividends for federal income tax purposes
but will not be eligible for the
dividends-received deduction. With
respect to related foreign tax
withholding amounts, you will be treated
as receiving additional ordinary income
for tax purposes and you may be entitled
to a foreign tax credit. Distributions to
foreign investors will generally be
subject to U.S. withholding taxes.
Because income of the type received by
the Portfolio would generally not be
subject to the U.S. withholding taxes if
received directly by foreign investors,
an investment in the Portfolio is likely
to be inappropriate for such investors.
11. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You may choose to reinvest your
distributions into additional units of
the Portfolio. Unless you choose
reinvestment, you will receive your
distributions in cash.
EXCHANGE PRIVILEGES
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.
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5
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WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any income it has received two times during its
life. Because the Portfolio generally pays dividends as they are received,
individual income payments will fluctuate based upon the amount of dividends
declared and paid by each issuer. Other reasons your income may vary are:
- changes in the Portfolio because of additional securities purchases or
sales;
- a change in the Portfolio's expenses; and
- the amount of dividends declared and paid.
There can be no assurance that any dividends will be declared or paid.
RECORDS AND REPORTS
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
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;
- conversion of local currency to U.S. dollars upon the sale of Portfolio
Securities;
- 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.
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
6
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may not be as liquid as those in the United States.
- a foreign market's liquidity might become impaired as a result of economic
or political turmoil, or if relations between the United States and such
foreign country deteriorate markedly; and
- the principal trading market for the Portfolio Securities, even if otherwise
listed, may be the over-the-counter market in which liquidity will depend on
whether dealers will make a market in the Portfolio Securities.
FOREIGN CURRENCY RISK
At the present time we 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.
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.
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
7
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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.
ROLLOVER/EXCHANGE OPTION
When this Portfolio is about to terminate, you may have the option to roll your
proceeds into the next Premier World Portfolio if one is available.
If you hold your Units with one of the Sponsors and notify your financial
adviser by August 6, 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 a new Premier World 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.
The Portfolio will terminate by September 11, 2002. However, the Sponsors may
extend the termination date for a period no longer than 30 days without notice
to Unit holders.
8
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If you participate in the rollover, you may realize taxable capital gain but may
not be entitled to a deduction for any capital loss recognized on the rollover.
You should consult your tax advisor in this regard.
If you continue to hold your units, you may exchange units of this Portfolio any
time before this Portfolio terminates for units of certain other Defined Asset
Funds at a reduced sales fee if your investment goals change. In addition, you
may exchange into this Portfolio from certain other Defined Asset Funds and unit
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
9
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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 US dollar 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, fluctuations in
US dollar exchange rates 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 at all.
- Each unit receives an equal share of distributions of dividend income net of
estimated expenses. Because dividends on the securities are not received at a
constant rate throughout the year, any distribution may be more or less than
the amount then credited to the income account. The Trustee credits dividends
received to an Income Account which are converted into US dollars at the
current exchange rate 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 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
10
<PAGE>
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.
The maximum sales fee is 4.00%. 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 4.00%
$50,000 to $99,999 3.75%
$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 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 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
11
<PAGE>
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.
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
12
<PAGE>
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
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
TRUSTEE
The Chase Manhattan Bank, Unit Trust Department, 4 New York Plaza--6th Floor,
New York, New York 10004, is the Trustee. It is supervised by the Federal
Deposit Insurance Corporation, the Board of Governors of the Federal Reserve
System and New York State banking authorities.
UNDERWRITERS' AND SPONSORS' PROFITS
Underwriters receive sales charges when they sell units. Sponsors also realized
a profit or loss on deposit of the securities, shown on page 14. Any cash made
available by you to the Sponsors before the settlement date for those units may
be used in the Sponsors' businesses to the extent permitted by federal law and
may benefit the Sponsors.
A Sponsor or Underwriter may realize profits or sustain losses on stocks in the
Portfolio which were acquired from underwriting syndicates of which it was a
member.
The Sponsors will receive a Creation and Development Fee of .25% of the
Portfolio's average daily net asset value through the date of collection. This
fee, which has historically been included in the gross sales fee, compensates
the Sponsors for the creation and development of the Portfolio, including
determination of the Portfolio's objective and policies and portfolio
composition and size, selection of service providers and information services.
No portion of the Creation and Development Fee is applied to the payment of
distribution expenses or as compensation for sales efforts.
13
<PAGE>
During the initial offering period, the Sponsor may realize profits or sustain
losses on units they hold due to fluctuations in the price per unit. The
Sponsors experienced a loss of $2,635.21 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 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 Porfolio securities
for their own accounts. The codes are designed to prevent fraud, deception and
misconduct against the Portfolio and to provide reasonable standards of conduct.
These codes are on file with the Commission and you may obtain a copy by
contacting the Commission at the address listed on the back cover of this
Prospectus.
YEAR 2000 ISSUES
Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the "Year
2000 Problem"). To date we are not aware of any major operational difficulties
resulting from the computer system changes necessary to prepare for the Year
2000. However, there can be no assurance that the Year 2000 Problem will not
adversely affect the issuers of the securities contained in the Portfolio. We
cannot predict whether any impact 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, including the research
analysis of why they were selected.
14
<PAGE>
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 material may discuss developing a long-term financial plan, working with
your financial professional; the nature and risks of various investment
strategies and Defined Asset Funds that could help you toward your financial
goals and the importance of discipline; how securities are selected for these
funds, how the funds are created and operated, features such as convenience and
costs, and options available for certain types of funds including automatic
reinvestment, rollover, exchanges and redemption. It may also summarize some
similarities and differences with mutual funds and discuss the philosophy of
spending time in the market rather than trying to time the market, including
probabilities of negative returns over various holding periods.
Advertising and sales literature may state past total return performance of the
Portfolio for various periods which may be compared to performance of one or
more market indices. Returns are computed by taking price changes for the period
plus income reinvested, divided by the initial public offering price, and
reflecting deduction of maximum Portfolio sales charges and expenses. For
periods of more than a year, average annualized returns shall be stated, which
may be accompanied with no greater prominence by statement of cumulative total
returns. Returns without reflecting deduction of sales charges or only of
deferred sales charges may also be stated with no greater prominence than total
returns reflecting deduction of all sales charges when the different basis of
computation is disclosed.
Sales material may describe the shift of equity markets out of the U.S.
TAXES
The following summarizes some of the important U.S. income tax consequences of
holding Units. It assumes that you are not a dealer, financial institution,
insurance company or other investor with special circumstances or subject to
special rules. You should consult your own tax adviser about your particular
circumstances.
In the opinion of our counsel, under existing law:
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Portfolio intends to quality for special tax treatment as a regulated
investment company so that it will not be subject to federal income tax on the
portion of its taxable income that it distributes to investors in a timely
manner.
DISTRIBUTIONS
Distributions to you of the Portfolio's dividend income and of the Portfolio's
gains from Securities it has held for one year or less will generally be taxed
to you as ordinary income, to the extent of the Portfolio's taxable income not
attributable to the Portfolio's net capital gain. Distributions to you in excess
of the Portfolio's taxable income will be treated as a return of capital and
will reduce your basis in your Units. To the extent such
15
<PAGE>
distributions exceed your basis, they will be treated as gain from the sale of
your Units.
Distributions to you that are treated as ordinary income will constitute
dividends for federal income tax purposes but will not be eligible for the
dividends-received deduction for corporations. You should consult your tax
adviser in this regard.
Distributions to you of the Portfolio's net capital gain will generally be
taxable to you as long-term capital gain, regardless of how long you have held
your units.
Dividends received by the Portfolio from foreign issuers will in most cases be
subject to foreign withholding taxes, although these taxes may be reduced by
treaties between the United States and the relevant country. The Trustee intends
to file a special election that will allow you to credit your share of these
taxes against your U.S. federal income tax liability, subject to certain
limitations. You will also be required to include your share of these taxes in
your taxable income (even though you will not receive it in cash). Consult your
tax adviser about the application of foreign tax credit rules to your particular
circumstances.
GAIN OR LOSS UPON DISPOSITION
You will generally recognize capital gain or loss when you dispose of your Units
for cash (by sale or redemption) or when you exchange your units for units of
another Defined Asset Fund. If you receive Securities upon redemption of your
Units (including pursuant to the rollover option), you will generally recognize
capital gain or loss equal to the difference between your basis in your Units
and the fair market value of the Securities received in redemption.
If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain or loss that you recognize upon disposition of your Units will be
long-term if you have held your Units for more than one 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 basis in the Units will generally be equal to the cost of your
Units, including the initial sales charge and the Creation and Development Fee.
You should not increase your basis in your Units by deferred sales charges or
organizational expenses.
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 U.S. withholding tax at a rate of 30%
(or a lower applicable treaty rate) on your share of dividends received by the
Portfolio. Because foreign-source income of the type received by the Portfolio
would generally not be subject to U.S. withholding taxes if received directly by
you, an investment in the Portfolio is likely to be inappropriate for you. You
should consult your tax adviser about the possible application of federal, state
and local, and foreign taxes.
16
<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 Sponsors of this Portfolio, and
other financial institutions. Fees and charges with respect to such plans may
vary.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Portfolio by
calling the Trustee. The supplemental information includes more detailed risk
disclosure and general information about the structure and operation of the
Portfolio. The supplemental information is also available from the SEC.
17
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Equity Investor Fund, Premier World
Portfolio 2000 Series A, Defined Asset Funds (the "Portfolio"):
We have audited the accompanying statement of condition and the related defined
portfolio included in the prospectus of the Portfolio as of August 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 August 7,
2000 in accordance with accounting principles generally accepted in the United
States of America.
DELOITTE & TOUCHE LLP
New York, NY
August 7, 2000
STATEMENT OF CONDITION AS OF AUGUST 7, 2000
TRUST PROPERTY
<TABLE>
<S> <C>
Investments--Contracts to purchase Securities(1)......... $ 652,257.15
--------------------
Total............................................ $ 652,257.15
====================
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsors for organization
expenses(2)......................................... $ 1,502.17
--------------------
Subtotal 1,502.17
--------------------
Interest of Holders of 658,845 Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)................................... $ 658,765.94
Gross underwriting commissions and organization
expenses(5)(2)....................................... (8,010.96)
--------------------
Subtotal 650,754.98
--------------------
Total............................................ $ 652,257.15
====================
</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
4, 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 $654,892.36 and deposited with the Trustee. The amount
of the letter of credit includes $652,257.15 for the purchase of securities.
(2) A portion of the Unit Price consists of securities in an amount
sufficient to pay all or a portion of the costs incurred in establishing the
Portfolio. These costs have been estimated at $2.28 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 aggregate amount shown above, the Sponsors will pay for this
excess amount.
(3) Because the value of securities at the evaluation time on the
Initial Date of Deposit may differ from the amounts shown in this statement of
condition, the number of Units offered on the Initial Date of Deposit will be
adjusted to maintain the $999.88 per 1,000 Units offering price only for that
day. The Unit Price on any subsequent business day will vary.
(4) Aggregate computed on the basis of the value of the underlying
securities at 4:00 p.m., Eastern time on August 4, 2000.
(5) Assumes the maximum initial sales charge per 1,000 units of 1.00% of
the Unit 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.
18
<PAGE>
Defined
Asset Funds-Registered Trademark->
<TABLE>
<S> <C>
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most PREMIER WORLD PORTFOLIO
recent free Information 2000 SERIES A
Supplement that gives more (A Unit Investment Trust)
details about the Fund, ---------------------------------------
by calling: This Prospectus does not contain
The Chase Manhattan Bank complete information about the
1-800-323-1508 investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
- Securities Act of 1933 (file no.
333-35570) 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.
100425RR--8/00
</TABLE>
