<PAGE>
DEFINED ASSET FUNDS-REGISTERED TRADEMARK-
----------------------------------------------------
EQUITY INVESTOR FUND
BLUE CHIP STOCK 2000 SERIES B
PREMIER AMERICAN PORTFOLIO
(A UNIT INVESTMENT TRUST)
- TOTAL RETURN FROM:
-- CAPITAL APPRECIATION
-- DIVIDEND INCOME
- PROFESSIONAL SELECTION
- DIVERSIFICATION
- 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 September 21, 2000.
<PAGE>
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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.
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk/Return Summary............................... 3
What You Can Expect From Your Investment.......... 6
Income.......................................... 6
Records and Reports............................. 6
The Risks You Face................................ 6
Concentration Risk.............................. 6
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................................... 13
Auditors........................................ 13
Sponsors........................................ 13
Trustee......................................... 13
Underwriters' and Sponsors' Profits............. 13
Public Distribution............................. 14
Code of Ethics.................................. 14
Year 2000 Issues................................ 14
Advertising and Sales Literature................ 14
Taxes............................................. 15
Supplemental Information.......................... 16
Financial Statements.............................. 17
Report of Independent Accountants............... 17
Statement of Condition.......................... 17
</TABLE>
2
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RISK/RETURN SUMMARY
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
The Portfolio seeks total return through capital appreciation and, to a
lesser extent, dividend income by investing in a fixed portfolio of blue chip
common stocks.
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 any dividend income.
2. WHAT IS THE PORTFOLIO'S INVESTMENT STRATEGY?
The Portfolio contains 32 blue chip stocks. Blue chips have traditionally
been defined as large, well-established industry leaders with long histories
of dividend payments. Today, that definition takes on a broader meaning as
technology companies, like Cisco and Oracle, mature. Accordingly, Defined
Asset Funds expanded its criteria for selecting the stocks in this Portfolio.
We chose companies that have the following characteristics:
- relatively high price and market capitalization in excess of $8 billion;
- financial strength, a record of profit growth and reputation for skilled
management;
- well-known company considered to be stable and mature with a reputation for
providing high quality goods and services; and
- industry leader.
- In addition, companies are analyzed for their records of earnings over a
relatively long period of time and future potential. Dividend payments, while
not required, are considered.
The Portfolio includes a mix of Old Economy and New Economy stocks.
The Portfolio plans to hold the stocks in the Portfolio for about two years.
At the end of approximately two years, we will liquidate the Portfolio and
presently intend to select a new portfolio.
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 industry sectors:
<TABLE>
<CAPTION>
APPROXIMATE
PORTFOLIO
PERCENTAGE
<S> <C>
-Healthcare 35%
-Technology 19
-Petroleum/Chemicals/Energy 16
-Financial/Insurance/Banking 13
-Retail/Consumer Goods 9
-Advertising and Marketing 3
-Telecommunications/Equipment 3
-Multi-Sector Companies 2
</TABLE>
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE PORTFOLIO. THIS CAN HAPPEN FOR VARIOUS
REASONS, INCLUDING:
- Stock prices can be volatile.
- Share prices may decline during the life of the Portfolio.
- Because the Portfolio is concentrated in the healthcare industry, adverse
developments in this industry may affect the value of your units.
- The Portfolio may continue to purchase or hold the stocks originally selected
even though their market value or yield may have changed.
- The Portfolio does not reflect any investment recommendations of the
Sponsors, and any one or more of the stocks in the Portfolio may, from time
to time, be subject to sell recommendations from one or more of the Sponsors.
3
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DEFINED PORTFOLIO
------------------------------------------------------------------------
Equity Investor Fund
Blue Chip Stock 2000 Series B
Premier American Portfolio
Defined Asset Funds
<TABLE>
<CAPTION>
TICKER PERCENTAGE PRICE PER SHARE COST
NAME OF ISSUER SYMBOL OF PORTFOLIO (1) TO PORTFOLIO TO PORTFOLIO (2)
<C> <S> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------
1. Adobe Systems, Inc. ADBE 3.14% $ 157.7500 $ 11,042.50
2. Allergan, Inc. AGN 3.21 80.6250 11,287.50
3. ALZA Corporation* AZA 5.06 77.4375 17,810.63
4. American General AGC 2.19 77.0000 7,700.00
Corporation
5. American International AIG 3.27 88.5625 11,513.13
Group, Inc.
6. Amgen, Inc.* AMGN 2.95 69.1250 10,368.75
7. Anheuser-Busch Companies, BUD 3.03 42.6250 10,656.25
Inc.
8. Applied Materials, Inc.* AMAT 2.66 78.0000 9,360.00
9. Baxter International Inc. BAX 2.92 78.8750 10,253.75
10. Best Buy Co., Inc.* BBY 3.25 67.1875 11,421.88
11. Cardinal Health, Inc. CAH 5.52 92.5000 19,425.00
12. Cisco Systems, Inc.* CSCO 3.41 63.1250 11,993.75
13. Corning Incorporated GLW 2.66 312.1250 9,363.75
14. Duke Energy Corporation DUK 2.18 76.5000 7,650.00
15. EMC Corporation* EMC 2.66 103.9375 9,354.38
16. Emerson Electric Co. EMR 2.37 59.5000 8,330.00
17. Enron Corp. ENE 2.34 82.1875 8,218.75
18. Genentech, Inc.* DNA 3.73 163.9375 13,115.00
19. General Electric Company GE 2.42 56.6250 8,493.75
20. Hewlett-Packard Company HWP 2.33 102.5625 8,205.00
21. International Business IBM 2.48 124.3750 8,706.25
Machines Corporation
22. Johnson & Johnson JNJ 3.11 91.0625 10,927.50
23. Lehman Brothers Holdings, LEH 2.46 144.4375 8,666.25
Inc.
24. Marsh & McLennan MMC 3.18 124.4375 11,199.38
Companies, Inc.
25. Merck & Co., Inc. MRK 3.09 67.8750 10,860.00
26. Minnesota Mining & MMM 3.02 81.7500 10,627.50
Manufacturing Company
27. Omnicom Group, Inc. OMC 2.98 74.8125 10,473.75
28. Oracle Corporation* ORCL 2.73 79.9375 9,592.50
29. Schlumberger Limited+ SLB 3.82 79.0625 13,440.63
30. The Coastal Corporation** CGP 4.54 72.5625 15,963.75
31. The Goldman Sachs Group, GS 2.35 118.0000 8,260.00
Inc.
32. Waters Corporation* WAT 4.94 75.5000 17,365.00
------------- -----------
100.00% $351,646.28
============= ===========
</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 September 20, 2000, the business day prior to the
initial date of deposit. The value of the Securities on any subsequent
business day will vary.
* These stocks currently do not pay dividends.
+ Although Schlumberger Limited is incorporated under the laws of the
Netherlands Antilles, it is headquartered in New York, and its common stock
trades on the New York Stock Exchange.
** The Coastal Corporation is being acquired by El Paso Energy Corporation.
Expected completion date of the acquisition is 12/31/00. Announced terms
indicate that each share of The Coastal Corporation will be exchanged for
1.23 shares of El Paso Energy Corporation.
--------------------------------
The securities were acquired on September 20, 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>
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RISK/RETURN SUMMARY (CONTINUED)
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want total return through capital appreciation and dividend
income. You will benefit from a professionally selected and supervised
portfolio whose risk is reduced by investing in equity securities of
different issuers.
The Portfolio is NOT appropriate for you if you are unwilling to take the
risk involved with an equity investment. It may not be appropriate for you if
you are seeking preservation of capital or 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.
Estimated Annual Operating Expenses
<TABLE>
<CAPTION>
AS A % OF AMOUNT
NET PER 1,000
ASSETS UNITS
--------- ---------
<S> <C> <C>
Trustee's Fee .090% $0.89
Portfolio Supervision,
Bookkeeping and
Administrative Fees (including
updating
expenses) .071% $0.70
Creation and Development Fee .250% $2.48
Other Operating Expenses .037% $0.37
------- -----
TOTAL .448% $4.44
</TABLE>
The Creation and Development Fee (estimated at $.00248 per unit) is an annual
charge that 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>
<S> <C>
ORGANIZATION COSTS per 1,000 units (deducted from
Portfolio assets at the close of the initial
offering period) $2.07
</TABLE>
<TABLE>
<S> <C>
INVESTOR FEES
Maximum Sales Fee (Load) on new purchases (as a
percentage of $1,000 invested) 4.00%
</TABLE>
You will pay an up-front sales fee of approximately 1.00%. In addition, 12
monthly deferred sales charges of $2.50 per 1,000 units ($15.00 annually)
will be deducted from the Portfolio's net asset value during the Portfolio's
two-year life (May 1, 2001 through October 1, 2001 and November 1, 2001
through April 1, 2002).
The aggregate fees and expenses when you invest will not exceed 6.25% of your
public offering price.
EXAMPLE
This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.
The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and sell all your units at the end of those periods. The example
also assumes a 5% return on your investment each year and that the
Portfolio's operating expenses stay the same. Although your actual costs may
be higher or lower, based on these assumptions your costs would be:
<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
$318 $753 $1,213 $2,474
</TABLE>
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.
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
4
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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.
<TABLE>
<S> <C>
UNIT PRICE PER 1,000 UNITS $999.88
(as of September 20, 2000)
</TABLE>
Unit price is based on the net asset value of the Portfolio plus the up-front
sales fee. Unit price also includes the estimated organization costs of $2.07
per 1,000 Units, to which no sales fee has been applied.
The Portfolio stocks are valued by the Trustee on the basis of their closing
prices at 4:00 p.m. Eastern time every business day. Unit price changes every
day with changes in the prices of the stocks.
9. HOW DO I SELL UNITS?
You may sell your units at any time to 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 semi-annual distributions of any dividend income, net of
expenses, on the 25th of December, 2000, June and December, 2001, and June,
2002, if you own units on the 10th of those months and at termination.
Distributions of ordinary income will be dividends for federal income tax
purposes and may be eligible for the dividends-received deduction for
corporations. Distributions to foreign investors will generally be subject to
withholding taxes.
11. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You may choose to reinvest your distributions into additional units of the
Portfolio. Unless you choose reinvestment, you will receive your
distributions in cash.
EXCHANGE PRIVILEGES
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.
5
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any income it has received semi-annually. Reasons
your income may vary are:
- changes in the Portfolio because of additional securities purchased or sold;
- 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
CONCENTRATION RISK
When stocks in a particular industry make up 25% or more of the Portfolio, it is
said to be "concentrated" in that industry, which makes the Portfolio less
diversified.
Here is what you should know about the Portfolio's concentration in stocks of
the pharmaceutical, medical technology and biotechnology sectors of the
healthcare industry.
- Pharmaceutical and biotechnology companies need to price drugs to cover costs.
Increased competition, managed care, larger provider networks and a planned
medicare program may make it difficult to raise prices, and in fact, may
result in price discounting.
- Pharmaceutical, biotechnology and medical technology companies are regulated
by the Food and Drug Administration. Before any drug or medical device can be
sold, it must receive FDA approval. The process to obtain FDA approval is long
and costly, and it is becoming increasingly difficult to recoup these costs.
- Pharmaceutical, biotechnology and medical technology companies face the risk
of large product liability suits and consequently must carry expensive
liability insurance.
- Pharmaceutical companies must devote a large amount of capital to research and
development and marketing to remain competitive. If new drugs are not
approved, or new applications are not found for existing drugs, profits may be
adversely impacted.
- Manufacturers of medical devices face unusual costs because they must follow
the "Good Manufacturing Practices"
6
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(GMP) regulation which provide detailed guidance on designing, manufacturing,
testing, packaging, storing and installing devices as well as the required
recordkeeping.
- The biotechnology industry is an emerging growth industry, and therefore
biotechnology companies may be thinly capitalized and more volatile than
companies with greater capitalization.
- Biotechnology companies generally retain earnings to finance the company's
expansion, and as a result no dividends may be paid. Additional capital may be
required to market new products on a commercial basis.
- Biotechnology companies may be dependent for their revenues on only a few
products, and may depend on their competitors to produce and market their
products. These companies are therefore susceptible to product obsolescence, a
common problem in a rapidly developing area like biotechnology.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Portfolio.
Future tax legislation could affect the value of the Portfolio by:
- reducing the dividends-received deduction or
- increasing the corporate tax rate resulting in less money available for
dividend payments.
SELLING OR EXCHANGING UNITS
You can sell your units at any time for a price based on their net asset value.
Your net asset value is calculated each business day by:
- ADDING the value of the Portfolio Securities, cash and any other Portfolio
assets;
- SUBTRACTING accrued but unpaid Portfolio expenses, unreimbursed Trustee
advances, cash held to buy back units or for distribution to investors, and
any other Portfolio liabilities; and
- DIVIDING the result by the number of outstanding units.
Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the Portfolio.
As of the close of the initial offering period, the price you receive will be
reduced to pay the Portfolio's estimated organization costs.
If you sell your units before the final deferred sales fee installment, the
amount of any remaining payments will be deducted from your proceeds.
SPONSORS' SECONDARY MARKET
While we are not obligated to do so, we will buy back units at net asset value
less any remaining deferred sales fee and the cost of liquidating Securities to
meet the redemption. We may resell the units to other buyers or to the Trustee.
We have maintained a secondary market continuously for more than 28 years, but
we could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
7
<PAGE>
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 Blue Chip Stock Portfolio if one is available.
If you hold your units with one of the Sponsors and notify your financial
adviser by September 18, 2002, your units will be redeemed and the proceeds from
the sale of the securities will be reinvested in units of the new Blue Chip
Stock Portfolio. If you decide not to roll over your proceeds, you will receive
a cash distribution (or, if you are eligible and you so choose, an in-kind
distribution) after the Portfolio terminates.
The Portfolio will terminate by October 22, 2002. However, the Sponsors may
extend the termination date for a period no longer than 30 days without giving
notice to you.
8
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If you participate in the rollover, you may realize taxable gain but may not be
entitled to a deduction for any capital loss recognized on the rollover. You
should consult your tax adviser 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
($15.00 annually) and is accrued in 12 monthly installments during 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. However, if you redeem or sell your units before November
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 November 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
9
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holidays as observed by the New York Stock Exchange: New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas). If the securities are listed on a
national securities exchange or the Nasdaq National Market, evaluations are
generally based on closing sales prices on that exchange or that system or, if
closing sales prices are not available, at the mean between the closing bid and
offer prices.
INCOME
- The annual income per unit, after deducting estimated annual Portfolio
expenses per unit, will depend primarily upon the amount of dividends declared
and paid by the issuers of the securities and changes in the expenses of the
Portfolio and, to a lesser degree, upon the level of 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 and other receipts to a Capital Account. The
Trustee may establish a reserve account by withdrawing from these accounts
amounts it considers appropriate to pay any material liability. These accounts
do not bear interest.
EXPENSES
The Trustee is paid a fee monthly. It also benefits when it holds cash for the
Portfolio in non-interest bearing accounts. The Trustee may also receive
additional amounts:
- for extraordinary services and costs of indemnifying the Trustee and the
Sponsors;
- costs of actions taken to protect the Portfolio and other legal fees and
expenses;
- expenses for keeping the Portfolio's registration statement current; and
- Portfolio termination expenses and any governmental charges.
The Sponsors are currently reimbursed up to 70 CENTS per 1,000 units annually
for providing portfolio supervisory, bookkeeping and administrative services and
for any other expenses properly chargeable to the Portfolio. Legal, typesetting,
electronic filing and regulatory filing fees and expenses associated with
updating the Portfolio's registration statement yearly are also now chargeable
to the Portfolio. While this fee may exceed the amount of these costs and
expenses attributable to this Portfolio, the total of these fees for all Series
of Defined Asset Funds will not exceed the aggregate amount attributable to all
of these Series for any calendar year. Certain of these expenses were previously
paid for by the Sponsors.
The Sponsors will receive an annual Creation and Development Fee of .25% of the
Portfolio's average daily net asset value through the date of collection. This
fee, which has historically been included in the gross sales fee, compensates
the Sponsors for the creation and development of the
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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 FEE
IF YOU INVEST: 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 units for sale that we acquire in the secondary
market after reviewing:
- diversity of the Portfolio;
- size of the Portfolio relative to its original size;
- ratio of Portfolio expenses to income; and
- cost of maintaining a current prospectus.
If the Portfolio is buying or selling a stock actively traded on a national
securities exchange or certain foreign exchanges, it may buy from or sell to
another Defined Asset Fund at the stock's closing sale price (without any
brokerage commissions).
PORTFOLIO TERMINATION
When the Portfolio is about to terminate you will receive a notice, and you will
be unable to sell your units after that time. Unless you choose to receive an
in-kind distribution of securities, we will sell any remaining securities, and
you will receive your final distribution in cash.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling securities. This
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.
12
<PAGE>
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
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 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. Sponsors also realize a
profit or loss on deposit of the securities shown under Defined Portfolio. Any
cash made available by you to the Sponsors before the settlement date for those
units may be used in the Sponsors' businesses to the extent permitted by federal
law and may benefit the Sponsors.
A Sponsor or Underwriter may realize profits or sustain losses on stocks in the
Portfolio which were acquired from underwriting syndicates of which it was a
member.
The Sponsors will receive an annual Creation and Development Fee of .25% of the
Portfolio's average daily net asset value through the date of collection. This
annual 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
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<PAGE>
of distribution expenses or as compensation for sales efforts.
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 $179.50 on the initial 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 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>
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 pre-clearance and reporting of personal securities transactions by its
employees with access to information on Portfolio transactions. Subject to
certain conditions, the codes permit employees to invest in Portfolio securities
for their own accounts. The codes are designed to prevent fraud, deception and
misconduct against the Portfolio and to provide reasonable standards of conduct.
These codes are on file with the Commission and you may obtain a copy by
contacting the Commission at the address listed on the back cover of this
prospectus.
YEAR 2000 ISSUES
Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the "Year
2000 Problem"). To date we are not aware of any major operational difficulties
resulting from the computer system changes necessary to prepare for the Year
2000. However, there can be no assurance that the Year 2000 Problem will not
adversely affect the issuers of the securities contained in the Portfolio. We
cannot predict whether any impact will be material to the Portfolio as a whole.
ADVERTISING AND SALES LITERATURE
Sales material may discuss developing a long-term financial plan, working with
your financial professional; the nature and risks
14
<PAGE>
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 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 prominence than total returns
reflecting the deduction of all sales charges when the different basis of
computation is disclosed.
Advertising and sales literature may include brief descriptions of the principal
businesses of the companies represented in the Portfolio and the research
analysis of why they were selected.
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 those recommendations.
TAXES
The following summarizes some of the important income tax consequences of
holding Units. It assumes that you are not a dealer, financial institution,
insurance company or other investor with special circumstances or subject to
special rules. You should consult your own tax adviser about your particular
circumstances.
In the opinion of our Counsel, under existing law:
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Portfolio intends to qualify 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 sales of 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 that are treated as ordinary income will constitute
dividends for federal income tax purposes. Corporate investors may be eligible
for the 70% dividends-received deduction with respect to
15
<PAGE>
these distributions. You should consult your tax adviser.
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.
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 distributions exceed your basis, they will be treated as gain from the sale
of your Units.
GAIN OR LOSS UPON DISPOSITION
You will generally recognize gain or loss when you dispose of your units. 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 from the Portfolio 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 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 withholding tax at a rate of 30% (or
a lower applicable treaty rate) on distributions. You should consult your tax
adviser about the possible application of federal, state and local, and foreign
taxes.
RETIREMENT PLANS
You may wish to purchase units for an Individual Retirement Account ("IRAs") or
other retirement plan. Generally, capital gains and income received in each of
these plans are exempt from federal taxation. All distributions from these types
of plans are generally treated as ordinary income but may, in some cases, be
eligible for tax-deferred rollover treatment. You should consult your attorney
or tax adviser about the specific tax rules relating to these plans. These plans
are offered by brokerage firms, including the Sponsors of this Portfolio, and
other financial institutions. Fees and charges with respect to such plans may
vary.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Portfolio by
calling the Trustee. The supplemental information includes more detailed risk
disclosure and general information about the structure and operation of the
Portfolio. The supplemental information is also available from the SEC.
16
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Equity Investor Fund, Blue Chip Stock 2000
Series B, Premier American Portfolio, 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 September 21, 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 September
21, 2000 in conformity with accounting principles generally accepted in the
United States of America.
DELOITTE & TOUCHE LLP
New York, NY
September 21, 2000
STATEMENT OF CONDITION AS OF SEPTEMBER 21, 2000
TRUST PROPERTY
<TABLE>
<S> <C>
Investments--Contracts to purchase
Securities(1)................................... $ 351,646.28
-------------
Total......................................... $ 351,646.28
=============
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsors for organization
expenses(2).................................. $ 735.26
-------------
Subtotal...................................... 735.26
-------------
Interest of Holders of 355,198 Units of fractional
undivided interest outstanding:(3)
Cost to investors(4).......................... $ 355,155.38
Gross underwriting commissions and
organization expenses(5)(2).................. (4,244.36)
-------------
Subtotal...................................... 350,911.02
-------------
Total......................................... $ 351,646.28
=============
</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
September 20, 2000. The contracts to purchase securities are collateralized by
an irrevocable letter of credit which has been issued by DG Bank, New York
Branch, in the amount of $351,825.78 and deposited with the Trustee. The amount
of the letter of credit includes $351,646.28 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 $2.07 per 1,000 Units. A
distribution will be made as of the close of the initial offering period to an
account maintained by the Trustee from which the organization expense obligation
of the investors will be satisfied. If the actual organization costs exceed the
estimated aggregate amount shown above, the Sponsors will pay for this excess
amount.
(3) Because the value of securities at the evaluation time on the
Initial Date of Deposit may differ from the amounts shown in this statement of
condition, the number of Units offered on the Initial Date of Deposit will be
adjusted to maintain the $999.88 per 1,000 Units offering price only for that
day. The Unit 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 September 20, 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
May 1, 2001, and thereafter on the 1st day of each month through October 1,
2001; and monthly November 1, 2001 through April 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.
17
<PAGE>
Defined
Asset Funds-Registered Trademark-
<TABLE>
<S> <C>
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most BLUE CHIP STOCK 2000 SERIES B
recent free Information PREMIER AMERICAN PORTFOLIO
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.
333-43922) 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.
100823RR--9/00
</TABLE>
