AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 25, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-6
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FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
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A. EXACT NAME OF TRUST:
CORPORATE INCOME FUND
PREFERRED SECURITIES PORTFOLIO
SERIES 102
DEFINED ASSET FUNDS
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SALOMON SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE, FENNER & SMITH SALOMON SMITH BARNEY INC.
INCORPORATED 388 GREENWICH STREET
UNIT INVESTMENT TRUST DIVISION 23RD FLOOR
P.O. BOX 9051 NEW YORK, N.Y. 10013
PRINCETON, N.J. 08543-9051
PAINEWEBBER INCORPORATED DEAN WITTER REYNOLDS INC.
1285 AVENUE OF THE AMERICAS TWO WORLD TRADE CENTER
NEW YORK, N.Y. 10019 59TH FLOOR
NEW YORK, N.Y. 10048
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
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TERESA KONCICK, ESQ. DOUGLAS LOWE, ESQ. LEE B. SPENCER, JR.
P.O. BOX 9051 130 LIBERTY STREET-29TH FLOOR ONE NEW YORK PLAZA
PRINCETON, N.J. 08543-9051 NEW YORK, N.Y. 10006 NEW YORK, N.Y. 10292
COPIES TO:
MICHAEL KOCHMANN ROBERT E. HOLLEY PIERRE DE SAINT PHALLE, ESQ.
388 GREENWICH STREET 1200 HARBOR BLVD. 450 LEXINGTON AVENUE
NEW YORK, N.Y. 10013 WEEHAWKEN, N.J. 07087 NEW YORK, N.Y. 10017
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E. TITLE AND AMOUNT 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. PROPOSED MAXIMUM OFFERING PRICE TO THE PUBLIC OF THE SECURITIES BEING
REGISTERED:
Indefinite
G. AMOUNT OF FILING FEE: NOT APPLICABLE
H. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of the registration
statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(A), MAY DETERMINE.
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PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
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.
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 filing indicated and made a part of this Registration Statement.
Merrill Lynch, Pierce, Fenner & Smith Incorporated. . . . . . . 8-7221
Salomon Smith Barney Inc.. . . . . . . . . . . . . . . . . . . . 8-8177
Dean Witter Reynolds Inc.. . . . . . . . . . . . . . . . . . . . 8-14172
PaineWebber Incorporated. . . . . . . . . . . . . . . . . . . . 8-16267
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsors and Trustee are as follows:
Merrill Lynch, Pierce, Fenner & Smith Incorporated. . . . . . 13-5674085
Prudential Securities Incorporated. . . . . . . . . . . . . . 22-2347336
Salomon Smith Barney Inc.. . . . . . . . . . . . . . . . . . . 13-1912900
Dean Witter Reynolds Inc.. . . . . . . . . . . . . . . . . . . 94-0899825
PaineWebber Incorporated. . . . . . . . . . . . . . . . . . . 13-2638166
The Bank of New York, Trustee. . . . . . . . . . . . . . . . . 13-4941102
UNDERTAKING
The Sponsors undertake that they will not instruct the Trustee to accept from
(i) Asset Guaranty Reinsurance Company, Municipal Bond Investors Assurance
Corporation or any other insurance company affiliated with a Sponsor, in
settlement of any claim, less than an amount sufficient to pay any principal
or interest (and, in the case of a taxability redemption, premium) then due on
any Security in accordance with the municipal bond guaranty insurance policy
attached to such Security or (ii) any affiliate of a Sponsor who has any
obligation with respect to any Security, less than the full amount due pursuant
to the obligation, unless such instructions have been approved by the Securities
and Exchange Commission pursuant to Rule 17d-1 under the Investment Company Act
of 1940.
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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:
1.1 -- Form of Trust Indenture (incorporated by reference to Exhibit 1.1 to
the Registration Statement of Corporate Income Fund Intermediate Series
200, 1933 Act File No. 33-49975).
1.1.1-- Form of Standard Terms and Conditions of Trust Effective October 21,
1993 (incorporated by reference to Exhibit 1.1.1 to the Registration
Statement of Municipal Investment Trust Fund, Multistate Series-48,
1933 Act File No. 33-50247).
1.2 -- Form of Master Agreement Among Underwriters (incorporated by reference
to Exhibit 1.2 to the Registration Statement of The Corporate Income
Fund, One Hundred Ninety-Fourth Monthly Payment Series, 1933 Act File
No. 2-90925).
1.11.1-- Merrill Lynch Code of Ethics (incorporated by reference to
Exhibit 1.11.1 to Post-Effective Amendment No. 2 to the
Registration Statement of Equity Participation Series, Low Five
Portfolio, Defined Asset Funds, 1933 Act File No. 333-05685).
1.11.2-- Equity Investor Fund Code of Ethics (incorporated by reference to
Exhibit 1.11.2 to Post-Effective Amendment No. 2 to the
Registration of Equity Participation Series Low Five Portfolio,
Defined Asset Funds, 1933 Act File No. 333-05685.
2.1 -- Form of Certificate of Beneficial Interest (included in Exhibit 1.1.1).
*3.1 -- Opinion of counsel as to the legality of the securities being issued
including their consent to the use of their name under the headings
"Taxes" and "Miscellaneous--Legal Opinion" in the Prospectus.
*4.1 -- Consent of the Evaluator.
5.1 -- Consent of Independent Accountants.
9.1 -- Information Supplement (incorporated by reference to Exhibit 9.1 to the
Registration Statement of Corporate Income Fund, Intermediate Term
Series 54, 1933 Act File No. 33-57973).
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* To be filed by amendment.
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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 25TH DAY OF
APRIL, 2000.
SIGNATURES APPEAR ON PAGES R-3, R-4, R-5, and R-6.
A majority of the members of the Board of Directors of Merrill Lynch, Pierce,
Fenner & Smith Incorporated has signed this Registration Statement or Amendment
to the Registration Statement pursuant to Powers of Attorney authorizing the
person signing this Registration Statement or Amendment to the Registration
Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Salomon Smith Barney
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Prudential Securities
Incorporated has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
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MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
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By the following persons, who constitute a majority of Powers of Attorney have been filed under
the Board of Directors of Merrill Lynch, Pierce, Form SE and the following 1933 Act File
Fenner & Smith Incorporated: Number: 33-70593
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GEORGE A. SCHIEREN
JOHN L. STEFFENS
By: JAY M. FIFE
(As authorized signatory for Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Attorney-in-fact for the persons listed above)
R-3
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SALOMON SMITH BARNEY INC.
DEPOSITOR
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By the following persons, who constitute a majority of Powers of Attorney have been filed under the
the Board of Directors of Salomon Smith Barney Inc.: following 1933 Act File Numbers:
333-63417 and 333-63033
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MICHAEL A. CARPENTER
DERYCK C. MAUGHAN
By: GINA LEMON
(As authorized signatory for
Salomon Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-4
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PAINEWEBBER INCORPORATED
DEPOSITOR
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By the following persons, who constitute a majority of Powers of Attorney have been filed under
the Executive Committee of the Board of Form SE and the following 1933 Act File
Directors of PaineWebber Incorporated: Number: 2-61279
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MARGO N. ALEXANDER
TERRY L. ATKINSON
BRIAN M. BAREFOOT
STEVEN P. BAUM
MICHAEL CULP
REGINA A. DOLAN
JOSEPH J. GRANO, JR.
EDWARD M. KERSCHNER
JAMES P. MacGILVRAY
DONALD B. MARRON
ROBERT H. SILVER
MARK B. SUTTON
By: ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated and
Attorney-in-fact for the persons listed above)
R-5
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DEAN WITTER REYNOLDS INC.
DEPOSITOR
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By the following persons, who constitute a majority of Powers of Attorney have been filed under
the Board of Directors of Dean Witter Reynolds Inc.: Form SE and the following 1933 Act File
Numbers: 33-17085, 333-13039, 333-47533
and 333-89009
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BRUCE F. ALONSO
RICHARD M. DE MARTINI
RAYMOND J. DROP
JAMES F. HIGGINS
JOHN J. MACK
MITCHELL M. MERIN
STEPHEN R. MILLER
PHILIP J. PURCELL
JOHN H. SCHAEFER
THOMAS C. SCHNEIDER
ALAN A. SCHRODER
ROBERT G. SCOTT
By: MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc. and
Attorney-in-fact for the persons listed above)
R-6
