<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 2000
REGISTRATION NO. 333-43916
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
AMENDMENT NO. 1
TO
FORM S-6
----------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
---------------------------------
A. EXACT NAME OF TRUST:
EQUITY INVESTOR FUND
SELECT TEN PORTFOLIO 2000 INTERNATIONAL SERIES C
UNITED KINGDOM PORTFOLIO
DEFINED ASSET FUNDS
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SALOMON SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
<TABLE>
<S> <C>
MERRILL LYNCH, PIERCE, SALOMON SMITH BARNEY INC.
FENNER & SMITH 388 GREENWICH STREET
INCORPORATED 23RD FLOOR
DEFINED ASSET FUNDS NEW YORK, NY 10013
P.O. BOX 9051
PRINCETON, NJ 08543-9051
PAINEWEBBER INCORPORATED DEAN WITTER REYNOLDS INC.
1285 AVENUE OF THE TWO WORLD TRADE
AMERICAS CENTER_59TH FLOOR
NEW YORK, NY 10019 NEW YORK, NY 10048
</TABLE>
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
<TABLE>
<S> <C> <C>
TERESA KONCICK, ESQ.
P.O. BOX 9051
PRINCETON, NJ 08543-9051 MICHAEL KOCHMANN
388 GREENWICH ST.
NEW YORK, NY 10013
COPIES TO:
ROBERT E. HOLLEY NORA M. JORDAN, ESQ. DOUGLAS LOWE, ESQ.
1200 HARBOR BLVD. 450 LEXINGTON AVENUE DEAN WITTER REYNOLDS INC.
WEEHAWKEN, NJ 07087 NEW YORK, NY 10017 TWO WORLD TRADE
CENTER_59TH FLOOR
NEW YORK, NY 10048
</TABLE>
E. TITLE OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
F. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC.
As soon as practicable after the effective date of the registration statement.
/X/ Check box if it is proposed that this filing will become effective upon
filing on October 10, 2000, pursuant to Rule 487.
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--------------------------------------------------------------------------------
<PAGE>
DEFINED ASSET FUNDS-REGISTERED TRADEMARK-
----------------------------------------------------
EQUITY INVESTOR FUND
SELECT TEN PORTFOLIO
2000 INTERNATIONAL SERIES C
UNITED KINGDOM PORTFOLIO
(A UNIT INVESTMENT TRUST)
- TOTAL RETURN FROM:
-- CAPITAL APPRECIATION
-- CURRENT DIVIDEND INCOME
- 10 HIGHEST DIVIDEND YIELDING STOCKS IN THE
FINANCIAL TIMES INDUSTRIAL ORDINARY SHARE INDEX
- 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 October 10, 2000.
<PAGE>
--------------------------------------------------------------------------------
Defined Asset Funds-Registered Trademark-
Defined Asset Funds-Registered Trademark- is America's oldest and largest family
of unit investment trusts, with over $160 billion sponsored over the last 28
years. Defined Asset Funds has been a leader in unit investment trust research
and product innovation. Our family of Funds helps investors work toward their
financial goals with a full range of quality investments, including municipal,
corporate and government bond portfolios, as well as domestic and international
equity portfolios.
Defined Asset Funds offer a number of advantages:
- A disciplined strategy of buying and holding with a long-term view is the
cornerstone of Defined Asset Funds.
- Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
funds are not managed and portfolio changes are limited.
- Defined Portfolios: We choose the stocks and bonds in advance, so you know
what you're investing in.
- Professional research: Our dedicated research team seeks out stocks or
bonds appropriate for a particular fund's objectives.
- Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, risk tolerance or time horizon, there's
probably a Defined Asset Fund that suits your investment style. Your financial
professional can help you select a Defined Asset Fund that works best for your
investment portfolio.
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk/Return Summary............................... 3
What You Can Expect From Your Investment.......... 8
Income.......................................... 8
Records and Reports............................. 8
The Risks You Face................................ 8
Foreign Issuer Risk............................. 8
Litigation and Legislation Risks................ 9
Selling or Exchanging Units....................... 9
Sponsors' Secondary Market...................... 10
Selling Units to the Trustee.................... 10
Rollover/Exchange Option........................ 11
How The Fund Works................................ 11
Pricing......................................... 11
Evaluations..................................... 12
Income.......................................... 12
Expenses........................................ 12
Portfolio Changes............................... 13
Portfolio Termination........................... 14
No Certificates................................. 14
Trust Indenture................................. 14
Legal Opinion................................... 15
Auditors........................................ 15
Sponsors........................................ 15
Trustee......................................... 15
Underwriters' and Sponsors' Profits............. 15
Public Distribution............................. 16
Code of Ethics.................................. 16
Year 2000 Issues................................ 16
Advertising and Sales Material.................. 17
Taxes............................................. 17
Supplemental Information.......................... 20
Financial Statements.............................. 21
Report of Independent Accountants............... 21
Statement of Condition.......................... 21
</TABLE>
2
<PAGE>
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RISK/RETURN SUMMARY
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
- The Portfolio seeks total return through a combination of current dividend
income and capital appreciation.
You can participate in the Portfolio by purchasing units. Each unit
represents an equal share of the stocks in the Portfolio and receives an
equal share of dividend income.
2. WHAT IS THE PORTFOLIO'S INVESTMENT STRATEGY?
- Its strategy is to invest in a fixed portfolio of approximately equal amounts
of the 10 highest dividend-yielding common stocks of the 30 stocks in the
Financial Times Industrial Ordinary Share Index--the FT Index--as of two
business days prior to the date of this prospectus.
- The Portfolio plans to hold the stocks in the Portfolio for about one year.
At the end of the year, we will liquidate the Portfolio and apply the same
Strategy to select a new portfolio, if available.
- Each Select Ten International Portfolio is designed to be part of a longer
term strategy. We believe that more consistent results are likely if the
Strategy is followed for at least three to five years but you are not
required to stay with the Strategy or to roll over your investment. You can
sell your units any time.
3. WHAT INDUSTRIES ARE REPRESENTED IN THE PORTFOLIO?
Based upon the principal business of each issuer and current market values,
the Portfolio represents the following industries:
<TABLE>
<CAPTION>
APPROXIMATE
PORTFOLIO
PERCENTAGE
<S> <C>
-Retail 20%
-Airlines 10
-Chemicals 10
-Diversified Manufacturing Operations 10
-Financial Services/Banking 10
-Insurance 10
-Sugar 10
-Transportation/Marine 10
-Utilities/Electric 10
</TABLE>
4. WHAT ARE THE SIGNIFICANT RISKS?YOU CAN LOSE MONEY BY INVESTING IN THE
PORTFOLIO. THIS CAN HAPPEN FOR VARIOUS REASONS, INCLUDING:
- The common stocks in the Portfolio generally have attributes that have caused
them to have lower prices or higher dividend yields relative to the other
stocks in the FT Index.
For example:
-- the issuers may be having financial problems;
-- the stocks may be out of favor with the market because of weak
performance, poor earnings forecasts, negative publicity or
litigation/legislation; and
-- the stocks may be reacting to general market cycles.
- The market factors that caused the relatively low prices and high dividend
yields of the stocks may change.
- Stock prices can be volatile.
- Dividend rates on the stocks or share prices may decline during the life of
the Portfolio.
3
<PAGE>
--------------------------------------------------------------------------------
DEFINED PORTFOLIO
------------------------------------------------------------------------
Equity Investor Fund Select Ten Portfolio 2000 International Series C
United Kingdom Portfolio
Defined Asset Funds
<TABLE>
<CAPTION>
PRICE
PER SHARE COST
PERCENTAGE CURRENT TO PORTFOLIO IN TO PORTFOLIO IN
NAME OF ISSUER* OF PORTFOLIO (1) DIVIDEND YIELD(2) U.S. DOLLARS U.S. DOLLARS(3)
<C> <S> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------
1. Tate & Lyle PLC 9.97% 9.11% $ 3.406 $ 24,866.17
2. Imperial Chemical 10.04 8.53 5.436 25,058.23
Industries PLC
3. British Airways PLC 9.99 6.13 4.233 24,929.66
4. Royal & Sun Alliance 9.96 5.62 6.472 24,852.55
Insurance Group PLC
5. Invensys PLC 10.06 5.62 1.986 25,100.70
6. Peninsular and Oriental 10.05 5.46 8.762 25,059.97
Steam Navigation Company
7. Boots Company PLC 10.03 4.90 7.450 25,033.44
8. Marks & Spencer PLC 9.95 4.77 2.732 24,809.35
9. Scottish Power PLC 10.09 4.74 7.769 25,172.60
10. Lloyds TSB Group PLC 9.86 4.47 9.009 24,593.59
------------ -----------
100.00% $249,476.26
============ ===========
</TABLE>
--------------------------------
* We chose the 10 highest dividend yielding stocks of the FT Index subject to
any appropriate adjustment to take into account mergers, announcements and
other factors.
(1) Based on Cost to Portfolio in U.S. dollars.
(2) Current Dividend Yield for each security was calculated by aggregating the
last ordinary dividends declared on the security for the last twelve months
and dividing the result by its market value as of the close of trading on
October 10, 2000.
(3) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on October 10, 2000, the initial date of deposit, converted
into U.S. dollars on the offer side of the exchange rate at the evaluation
time on that date. The value of the Securities on any subsequent business
day will vary.
--------------------------------------------------------------------------------
The securities were acquired on October 10, 2000 and are represented entirely by
contracts to purchase the securities. Any of the Sponsors may have acted as
underwriters, managers or co-managers of a public offering of the securities in
this Portfolio during the last three years. Affiliates of the Sponsors may serve
as specialists in the securities in this Portfolio on one or more stock
exchanges and may have a long or short position in any of these securities or
options on any of them, and may be on the opposite side of public orders
executed on the floor of an exchange where the securities are listed. An
officer, director or employee of any of the Sponsors may be an officer or
director of one or more of the issuers of the securities in the Portfolio. A
Sponsor may trade for its own account as an odd-lot dealer, market maker, block
positioner and/or arbitrageur in any of the securities or in options on them.
Any Sponsor, its affiliates, directors, elected officers and employee benefits
programs may have either a long or short position in any securities or in
options on them.
--------------------------------
PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY
PROSPECTUS
FOR A FUTURE FUND IN THIS SERIES, THE PORTFOLIO WILL CONTAIN
DIFFERENT
STOCKS FROM THOSE DESCRIBED ABOVE.
<PAGE>
--------------------------------------------------------------------------------
RISK/RETURN SUMMARY (CONTINUED)
- The Portfolio may continue to purchase or hold the stocks originally selected
even though their market value or yield may have changed, they may no longer
be included in the FT Index or they may be subject to sell recommendations
from one or more of the Sponsors.
- Portfolio performance may vary from FT Index performance or the historical
performance of the Strategy.
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want current dividend income and capital appreciation. You will
benefit from a professionally selected and supervised portfolio whose risk is
reduced by investing in international equity securities of different issuers
in a variety of industries.
The Portfolio is NOT appropriate for you if you are not comfortable with the
Strategy or are unwilling to take the risk involved with an international
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>
AMOUNT
AS A % OF PER 1,000
NET ASSETS UNITS
---------- ---------
<S> <C> <C>
Trustee's Fee .091% $0.90
Portfolio Supervision,
Bookkeeping and
Administrative Fees .071% $0.70
Creation &
Development Fee .250% $2.48
Other Operating Expenses .180% $1.78
------- -----
TOTAL .592% $5.86
</TABLE>
The Creation and Development Fee (estimated at $.00248 per unit) compensates
the Sponsors for the creation and development of the Portfolio and is
computed based on the Portfolio's average daily net asset value through the
date of collection. This fee historically had been included in the sales fee.
<TABLE>
<S> <C>
ORGANIZATION COSTS per 1,000 units (deducted from
Portfolio assets at the close of the initial
offering period) $1.62
</TABLE>
<TABLE>
<S> <C>
INVESTOR FEES
Maximum Sales Fee (Load) on new purchases (as a
percentage of $1,000 invested) 2.50%
</TABLE>
You will pay an up-front sales fee of approximately 1.00%, as well as a total
deferred sales fee of $15.00 ($1.50 per 1,000 units deducted from the
Portfolio's net asset value on March 1, March 15, April 1, April 15, May 1
and May 15, 2001, and thereafter on the first of each month through September
1, 2001.
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
$328 $803 $1,303 $2,680
</TABLE>
4
<PAGE>
--------------------------------------------------------------------------------
RISK/RETURN SUMMARY (CONTINUED)
7. HOW HAVE UNITED KINGDOM PORTFOLIOS PERFORMED IN THE PAST?
The following table shows the actual performance of prior Portfolios. The
returns assume that investors reinvested all dividends and paid the maximum
sales fees. The table also shows returns for the latest completed portfolios
(through termination, not rollover), which, in some cases, are higher than
the cumulative performance figures because market prices have declined since
their completion dates. These figures reflect terminations through the
quarter ended September 30, 2000. Of course, past performance is no guarantee
of future results.
<TABLE>
<CAPTION>
CUMULATIVE PERFORMANCE
(INCLUDING ANNUAL
ROLLOVERS) THROUGH 9/30/00 LATEST COMPLETED PORTFOLIO
------------------------------------- -----------------------------------------------
STARTING ANNUALIZED ANNUALIZED
SERIES DATE RETURN TERM RETURN
------ -------- ---------- ---- ----------
<S> <C> <C> <C> <C>
A 1/5/94 3.55% 2/4/99- 3/10/00 -6.20%
B 6/21/93 3.71 6/7/99- 7/7/00 -16.55
C 9/28/93 4.65 9/28/98-10/29/99 19.62
3 7/22/96 4.76 8/9/99- 9/8/00 -31.22
5 11/1/96 3.79 11/16/98-12/17/99 14.84
1 2/25/97 5.84 3/8/99- 4/7/00 -1.33
</TABLE>
5
<PAGE>
--------------------------------------------------------------------------------
RISK/RETURN SUMMARY (CONTINUED)
8. HOW WOULD THE STRATEGY HAVE PERFORMED HISTORICALLY?
The following table compares constructed performance of the Portfolio stocks
(but not of any actual Portfolio) with actual performance of the FT Index.
Portfolio performance may vary from that of the index shown below for a
variety of reasons. For example, the Portfolio has invested in a limited
subset of index stocks, and therefore its performance may not keep pace with
index performance to the extent the index is driven by stocks not held in the
Portfolio. In addition, the Portfolio stocks may have been chosen for
specific characteristics that are at odds with the characteristics of the
stocks driving the market at a given time. For example, we may have chosen
value stocks at a time when growth stocks are performing well. Furthermore,
the Portfolio stocks are equally weighted while the FT Index stocks are
capitalization weighted. Past performance is no guarantee of future results
of the Strategy or any Select Ten United Kingdom Portfolio.
COMPARISON OF TOTAL RETURNS(1)
(Strategy figures reflect conversion into U.S. dollars at
applicable currency exchange rates and deduction of
sales fees and expenses but not brokerage commissions)
<TABLE>
<CAPTION>
YEAR STRATEGY (2) FT INDEX
---------------------- ------------ --------
<S> <C> <C>
1980 27.25% 31.77%
1981 -8.70 -5.30
1982 42.32 0.42
1983 40.35 21.94
1984 3.33 2.15
1985 77.20 54.74
1986 31.09 24.36
1987 46.45 38.99
1988 9.31 6.74
1989 26.87 22.80
1990 7.14 10.29
1991 14.56 14.65
1992 2.09 -2.33
1993 35.96 18.40
1994 3.32 1.89
1995 8.76 17.63
1996 12.27 20.05
1997 10.03 16.98
1998 21.58 10.81
1999 24.50 15.77
2000 (through 9/30/00) -17.92 -25.05
20.75 Year Average
Annual Return 18.40% 13.14%
</TABLE>
--------------------------------
To compute Total Returns, we add changes in market value and dividends
that would have been received during the year, and divide the sum by the
opening market value for the year. Individual year returns do not take
(1) into account any reinvestment of dividend income. Return from a Portfolio
will differ from constructed Strategy returns for several reasons
including the following:
- each Portfolio bears brokerage commissions in buying and selling
stocks; Strategy returns do not reflect any commissions;
- Strategy returns are for calendar years, while Portfolios begin and
end on various dates;
- units are bought and sold based on closing stock prices and currency
exchange rates, while Portfolios may buy and sell stocks at prices
and currency exchange rates during the trading day;
- Portfolios may not be fully invested at all times; and
- stocks in a Portfolio may not be weighted equally at all times.
When we ranked the common stocks by dividend yields (as described on page
(2) 3), we based the yields on the interim and final dividends for each stock
and the stock price at the market opening on the first trading day of the
year on the London Stock Exchange.
6
<PAGE>
--------------------------------------------------------------------------------
RISK/RETURN SUMMARY (CONTINUED)
9. 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.
10. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from any of the Sponsors. The Sponsors are listed later in
this prospectus.
<TABLE>
<S> <C>
UNIT PRICE PER 1,000 UNITS $ 999.89
(as of October 10, 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 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 11:30 a.m. Eastern time every business day. Unit price changes
every day with changes in the prices of the stocks.
11. 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.
12. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Portfolio pays distributions of any dividend income, net of expenses, on
the 25th of April and August, 2001, if you own units on the 10th of those
months. For tax purposes, you will be considered to have received all the
dividends paid on your pro rata portion of each security in the Portfolio
when those dividends are received by the Portfolio regardless of whether you
reinvest your dividends in the Portfolio and regardless of the fact that a
portion of the dividend payments may be used to pay expenses of the
Portfolio. Corporate investors generally will not be entitled to the
dividends-received deduction.
13. 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.
7
<PAGE>
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 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;
- a final report on Portfolio activity; and
- annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE
AMOUNT OF INCOME RECEIVED DURING THE YEAR. PLEASE CONTACT YOUR TAX ADVISER IN
THIS REGARD.
You may inspect records of Portfolio transactions at the Trustee's office during
regular business hours.
THE RISKS YOU FACE
UNITED KINGDOM
The Portfolio contains stocks of British companies engaged in such industries
as:
- the chemical industry;
- retailing;
- manufacturing;
- utilities and electric;
- financial services/banking;
- the transportation industry; and
- insurance.
These industries are subject to extensive government regulation which may have a
materially adverse effect on the performance of stocks in these industries.
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.
FOREIGN CURRENCY RISK
Because securities of non-U.S. issuers generally pay dividends and trade in
foreign currencies, there is the risk that the U.S.
8
<PAGE>
dollar value of these securities will vary with fluctuations in foreign exchange
rates.
At the present time the Sponsors do not believe that any of the Portfolio
Securities is subject to exchange control restrictions which would materially
interfere with payment to the Portfolio of amounts due on the Portfolio
Securities. The adoption of exchange control regulations or other legal
restrictions could have an adverse impact on the marketability of international
securities in the Portfolio and on the ability of the Portfolio to satisfy
redemptions. There can be no assurance that exchange control regulations might
not be adopted in the future that would adversely affect payments to the
Portfolio.
On January 1, 1999, the European Monetary Union (EMU) introduced a new single
currency, the euro. The United Kingdom is not introducing the euro at this time.
A newly created European Central Bank (ECB) has the authority to direct the
monetary policy for this region, including the determination of interest rates.
These changes may affect the European capital markets, and the related risks may
increase the volatility in European capital and currency markets. This, in turn,
may affect the Portfolio's performance.
CHANGES IN LAW
Recent changes in law have resulted in material changes in the manner in which
the United Kingdom taxes dividend distributions to non-UK residents. It is
possible that these changes will have the effect of motivating United Kingdom
companies to make changes in their dividend policies, which may affect the
stocks held in the portfolio. It is unclear what the effect of this change will
be to any quantitative investment strategy.
LIQUIDITY
Sales of foreign securities in United States securities markets are ordinarily
subject to severe restrictions and will generally be made only in foreign
securities markets. You should know that:
- securities may be traded in foreign countries where the securities markets
are not as developed or efficient and may not be as liquid as those in the
United States;
- a foreign market's liquidity might become impaired as a result of economic
or political turmoil, or if relations between the United States and such
foreign country deteriorate markedly; and
- the principal trading market for the Portfolio Securities, even if otherwise
listed, may be the over-the-counter market in which liquidity will depend on
whether dealers will make a market in the Portfolio Securities.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Portfolio.
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;
9
<PAGE>
- SUBTRACTING accrued but unpaid Portfolio expenses, unreimbursed Trustee
advances, cash held to buy back units or for distribution to investors, and
any other Portfolio liabilities; and
- DIVIDING the result by the number of outstanding units.
Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the Portfolio.
As of the close of the initial offering period, the price you receive will be
reduced to pay the Portfolio's estimated organization costs.
If you sell your units before the final deferred sales fee installment, the
amount of any remaining payments will be deducted from your proceeds.
SPONSORS' SECONDARY MARKET
While we are not obligated to do so, we will buy back units at net asset value
less any remaining deferred sales fee and the cost of liquidating Securities to
meet the redemption. We may resell the units to other buyers or to the Trustee.
We have maintained a secondary market continuously for more than 28 years, but
we could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by contacting your broker, dealer or financial
institution that holds your units in street name. Sometimes, additional
documents are needed such as a trust document, certificate of corporate
authority, certificate of death or appointment as executor, administrator or
guardian.
Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee will sell your units in the over-the-counter market if it
believes it can obtain a higher price. In 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.
10
<PAGE>
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 Select Ten International United Kingdom Portfolio if one
is available.
If you hold your Units with one of the Sponsors and notify your financial
adviser by October 12, 2001, your units will be redeemed and certain distributed
securities plus the proceeds from the sale of the remaining distributed
securities will be reinvested in units of a new Select Ten International United
Kingdom Portfolio. If you decide not to roll over your proceeds, you will
receive a cash distribution (or, if you so choose, an in-kind distribution)
after the Portfolio terminates.
If you do not elect the rollover option by the above notification date, but
later inform your financial professional that you want to invest in the next
United Kingdom Portfolio, you will recognize gain, if any, with respect to your
pro rata share of each security in this Portfolio. You will not be entitled to
claim a loss in respect of any security to the extent that the same security is
included in your pro rata share of the next United Kingdom Portfolio.
The Portfolio will terminate by November 15, 2001. However, we may extend the
termination date for a period no longer than 30 days without giving notice to
you. You may, by written notice to the Trustee at least ten business days prior
to termination, elect to receive an in-kind distribution of your pro rata share
of the Securities remaining in the Portfolio at that time (net of your share of
expenses). Of course, you can sell your units at any time prior to termination.
If you continue to hold your units, you may exchange units of this Portfolio any
time before this portfolio terminates for units of certain other Defined Asset
Funds at a reduced sales fee if your investment goals change. In addition, you
may exchange into this 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
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<PAGE>
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 charge of $1.50 per 1,000 units ($15.00
annually) and is accrued in ten installments. Units redeemed or repurchased
prior to the accrual of the final deferred sales fee installment will have the
amount of any remaining installments deducted from the redemption or repurchase
proceeds or deducted in calculating an in-kind distribution, however, this
deduction will be waived in the event of the death or disability (as defined in
the Internal Revenue Code of 1986) of an investor. The initial sales fee is
equal to the aggregate sales fee less the aggregate amount of any remaining
installments of the deferred sales fee.
It is anticipated that securities will not be sold to pay the deferred sales fee
until after the date of the last installment. Investors will be at risk for
market price fluctuations in the securities from the several installment accrual
dates to the dates of actual sale of securities to satisfy this liability.
EVALUATIONS
The Trustee values the securities on each business day (i.e., any day other than
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
In addition, the United Kingdom Portfolio "business day" shall also exclude the
following UK holidays: Easter Monday, May Day, Summer Bank Holiday and Boxing
Day. 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
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<PAGE>
converted into US dollars at the current exchange rate and other receipts to a
Capital Account after conversion into US dollars at the current rate. 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. While this fee may
exceed the amount of these costs and expenses attributable to this Portfolio,
the total of these fees for all Series of Defined Asset Funds will not exceed
the aggregate amount attributable to all of these Series for any calendar year.
Certain of these expenses were previously paid for by the Sponsors.
The Sponsors will receive a Creation and Development Fee of .25% of the
Portfolio's average daily net asset value through the date of collection. This
fee, which has historically been included in the gross sales fee, compensates
the Sponsors for the creation and development of the Portfolio, 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 2.50%. If you hold units in certain eligible accounts
offered by one of the Sponsors, you will pay no sales fee. Employees and
non-employee directors of the Sponsors may be charged a reduced sales fee of no
less than $5.00 per 1,000 Units. If your aggregate sales fee is less than the
deferred sales fee, you will be given additional units which will decrease the
effective maximum sales fee to the amount shown below.
The maximum sales fee is effectively reduced if you invest as follows:
<TABLE>
<CAPTION>
YOUR MAXIMUM SALES
IF YOU INVEST: FEE WILL BE:
-------------- ------------------
<S> <C>
Less than $50,000 2.50%
$50,000 to $99,999 2.25%
$100,000 to $249,999 1.75%
$250,000 to $999,999 1.50%
$1,000,000 or more 0.75%
</TABLE>
The deferred sales fees you owe are paid from the Capital Account. Although we
may collect the deferred sales charge monthly, to
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<PAGE>
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 may affect the
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 or sell to another
Defined Asset Fund at the stock's closing sale price (without any brokerage
commmissions).
PORTFOLIO TERMINATION
When the Portfolio is about to terminate you will receive a notice, and you will
be unable to sell your units after that time. Unless you choose to receive an
in-kind distribution of securities, we will sell any remaining securities, and
you will receive your final distribution in cash.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling securities. This may reduce the amount you receive as
your final distribution.
NO CERTIFICATES
All investors are required to hold their units in uncertificated form and in
"street name" by their broker, dealer or financial institution at the Depository
Trust Company.
TRUST INDENTURE
The Portfolio is a "unit investment trust" governed by a Trust Indenture, a
contract among the Sponsors and the Trustee, which sets forth their duties and
obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.
The Sponsors and the Trustee may amend the Indenture without your consent:
- to cure ambiguities;
- to correct or supplement any defective or inconsistent provision;
- to make any amendment required by any governmental agency; or
- to make other changes determined not to be materially adverse to your best
interest (as determined by the Sponsors).
Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the
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<PAGE>
51% requirement. No amendment may reduce your interest in the Portfolio without
your written consent.
The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
- it fails to perform its duties;
- it becomes incapable of acting or bankrupt or its affairs are taken over by
public authorities; or
- the Sponsors determine that its replacement is in your best interest.
Investors holding 51% of the units may remove the Trustee. The Trustee may
resign or be removed by the Sponsors without the consent of investors. The
resignation or removal of the Trustee becomes effective when a successor accepts
appointment. The Sponsors will try to appoint a successor promptly; however, if
no successor has accepted within 30 days after notice of resignation, the
resigning Trustee may petition a court to appoint a successor.
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
- remove it and appoint a replacement Sponsor;
- liquidate the Portfolio; or
- continue to act as Trustee without a Sponsor.
Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.
The Trust Indenture contains customary provisions limiting the liability of the
Trustee and the Sponsors.
LEGAL OPINION
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsors, has given an opinion that the units are
validly issued.
AUDITORS
Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statement of Condition included in this
prospectus.
SPONSORS
The Sponsors are:
<TABLE>
<S> <C>
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
</TABLE>
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
15
<PAGE>
shares) for others (including investment companies) and participates as an
underwriter in various selling groups.
TRUSTEE
The Chase Manhattan Bank, Customer Service Retail 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. 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.
During the initial offering period, the Sponsors may realize profits or sustain
losses on units they hold due to fluctuations in the price per unit. The
Sponsors experienced a loss of $2,099.11 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.
<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 or over 0.50%
</TABLE>
The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to sell units in any country where
units cannot lawfully be sold.
Prudential Securities Incorporated, which will participate only in rollover
sales, will receive a preferred dealer concession of $13.00 per 1,000 units of
this Portfolio.
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<PAGE>
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 a Portfolio. We
cannot predict whether any impact will be material to the Portfolio as a whole.
ADVERTISING AND SALES MATERIAL
Advertising and sales literature may contain cumulative past performance of the
hypothetical Strategy, either in dollars or average annualized returns (changes
in market prices with dividends reinvested at year ends) for various periods,
compared to the Financial Times Index. Strategy figures reflect deduction of
Portfolio sales charges and estimated expenses. Sales material may also discuss
possible tax savings.
This contrarian Strategy is based on principles that time in the market is more
important than timing the market, the stocks to buy are the ones others are
selling, and dividends can be an important part of total return. It seeks to
identify stocks that may be undervalued or out of favor. While indexing attempts
to mirror market trends, the Portfolio's screening process selects stocks from a
major index for a combination of value, capital appreciation potential and
current dividend income. Because of this disciplined screening process,
investors are relieved of making individual buy and sell decisions.
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 including automatic reinvestment, rollover, exchanges and
redemption. It may also summarize some similarities and differences with mutual
funds and discuss the philosophy of spending time in the market rather than
trying to time the market, including probabilities of negative returns over
various holding periods.
Sales literature and articles may state research opinions on the economy and
country and industry sectors and include a
17
<PAGE>
list of funds generally appropriate for pursuing these recommendations.
TAXES
US TAXATION
The following summarizes some of the important US income tax consequences of
holding units. It assumes that you are not a dealer, financial institution,
insurance company or other investor with special circumstances or subject to
special rules. You should consult your own tax adviser about your particular
circumstances.
In the opinion of our counsel, under existing law:
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Portfolio will not be taxed as a corporation for federal income tax
purposes, and you will be considered to own directly your share of each Security
in the Portfolio.
You will be considered to receive your share of any dividends paid when those
dividends are received by the Portfolio. Income from dividends will be taxed at
ordinary income rates. If you are a corporate investor, you generally will not
be eligible for the dividends-received deduction. You should consult your tax
adviser in this regard.
GAIN OR LOSS UPON DISPOSITION
You will generally recognize gain or loss when you dispose of your units for
cash (by sale or redemption), when you exchange your units for units of another
Defined Asset Fund, or when the Trustee disposes of the Securities in the
Portfolio. You generally will not recognize gain or loss on an "in-kind"
distribution to you of your proportional share of the Portfolio Securities,
whether it is in redemption of your units or upon termination of the Portfolio.
Your holding period for the distributed Securities will include your holding
period in your units.
If you do not hold your Portfolio in a currently non-taxable account (e.g., an
IRA account), you may elect to roll over your investment in the Portfolio. If
you so elect by October 12, 2001, you will recognize gain or loss only with
respect to your share of those Securities that are not rolled over into the new
portfolio. You will not recognize gain or loss with respect to your share of
those Securities that are rolled over, and your basis in those Securities will
remain the same as before the rollover.
If you do not elect the rollover option by the above notification date, but
later inform your financial professional that you want to invest in the next
United Kingdom Portfolio, you will recognize gain, if any, with respect to your
pro rata share of each security in this Portfolio. You will not be entitled to
claim a loss in respect of any security to the extent that the same security is
included in your pro rata share of the next United Kingdom Portfolio.
If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain or loss from the Portfolio will be long-term if you are considered
to have held your investment that produces the gain or loss for more than one
year and short-term otherwise. Because the deductibility of capital losses is
subject to limitations, you may not be able to
18
<PAGE>
deduct all of your capital losses. You should consult your tax adviser in this
regard.
YOUR TAX BASIS IN THE SECURITIES
Your aggregate tax basis in units that you have purchased for cash will be equal
to the cost of the units, including the initial sales fee. Your aggregate tax
basis in units you hold as a result of a rollover from an earlier portfolio will
equal your basis in the Securities that were rolled over from the previous
portfolio plus the proceeds (other than proceeds that were paid to you) from the
sale of Securities from the portfolio that were not rolled over. You should not
increase your basis in your units by deferred sales charges, organizational
expenses or by any portion of the Creation and Development Fee. The tax
reporting form and annual statements you receive will be based on the net
amounts paid to you, from which these expenses will already have been deducted.
Your basis in Securities distributed to you will be the same as the portion of
your basis in your units that is attributable to the distributed Securities and
your holding period for distributed Securities will include your holding period
in your units.
EXPENSES
If you are an individual who itemizes deductions, you may deduct your share of
Portfolio expenses (including the appropriate portion of the Creation and
Development Fee), but only to the extent that your share of the expenses,
together with your other miscellaneous deductions, exceeds 2% of your adjusted
gross income. Your ability to deduct Portfolio expenses will be limited further
if your adjusted gross income exceeds a specified amount, currently $128,950
($64,475 for a married person filing separately).
STATE AND LOCAL TAXES
Under the income tax laws of the State and City of New York, the Portfolio will
not be taxed as a corporation, and the income of the Portfolio will be treated
as the income of the investors in the same manner as for federal income tax
purposes.
FOREIGN INVESTORS
If you are a foreign investor and you are not engaged in a US trade or business,
you generally will not be subject to US withholding tax on your share of
dividends received by the portfolio. You should consult your tax adviser about
the possible application of federal, state and local, and foreign taxes.
RETIREMENT PLANS
You may wish to purchase units for an Individual Retirement Account ("IRAs") or
other retirement plan. Generally, capital gains and income received in each of
these plans are exempt from federal taxation. All distributions from these types
of plans are generally treated as ordinary income but may, in some cases, be
eligible for tax-deferred rollover treatment. You should consult your attorney
or tax adviser about the specific tax rules relating to these plans. These plans
are offered by brokerage firms, including the Sponsors of this Portfolio, and
other financial institutions. Fees and charges with respect to such plans may
vary.
UNITED KINGDOM TAXATION The following summary describes some of the important
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<PAGE>
UK tax consequences of holding units in the United Kingdom Portfolio. It applies
to certain US investors only and does not apply to non-US investors. The summary
is intended as a general guide only and you should consult your own tax adviser
about your particular circumstances.
In the opinion of our counsel, under existing law:
TAX ON DIVIDENDS
A UK resident individual who receives a dividend from a UK company is generally
entitled to a tax credit, which is either offset against UK tax liabilities or,
in certain circumstances, repaid.
You will not be able to claim any refund of the tax credit for dividends paid by
UK companies.
TAX ON DISPOSAL OF UNITS
US investors who are neither resident nor ordinarily resident in the UK will not
generally be liable for UK tax on gains arising on the disposal of units.
However, they may be liable if the units are used, held or acquired for the
purposes of a trade, profession or vocation carried on in the UK. Individual US
investors may also be liable if they have previously been resident or ordinarily
resident in the UK and become resident or ordinarily resident in the UK in the
future.
INHERITANCE TAX
Individual US investors who are domiciled in the US and who are not UK nationals
will generally not be subject to UK inheritance tax on death or on gifts of the
units made during their lifetimes, provided any applicable US federal gift or
estate tax is paid. They may be subject to UK inheritance tax if the units are
used in a business in the UK or relate to the performance of personal services
in the UK.
Where the units are held on trust, the units will generally not be subject to UK
inheritance tax unless the settlor, at the time of settlement, was domiciled in
the UK, in which case they may be subject to tax.
It is very unlikely that the units will be subject to both UK inheritance tax
and US federal gift or estate tax. If they were, one of the taxes could
generally be credited against the other.
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.
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<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Equity Investor Fund, Select Ten Portfolio
2000 International Series C, United Kingdom 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 October 10, 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 October 10,
2000 in conformity with accounting principles generally accepted in the United
States of America.
DELOITTE & TOUCHE LLP
New York, NY
October 10, 2000
STATEMENT OF CONDITION AS OF OCTOBER 10, 2000
Trust Property
<TABLE>
<S> <C>
Investments--Contracts to purchase
Securities(1)................................... $249,476.26
----------
Total........................................... $249,476.26
==========
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsors for organization
expenses(2)................................... $ 408.23
----------
Subtotal........................................ 408.23
----------
Interest of Holders of 251,996 Units of fractional
undivided interest outstanding(3):
Cost to investors(4)............................ $251,968.28
Gross underwriting commissions and organization
expenses(5)(2)................................ (2,900.25)
----------
Subtotal........................................ 249,068.03
----------
Total........................................... $249,476.26
==========
</TABLE>
----------------------------
(1) Aggregate cost to the Portfolio of the securities listed under
Defined Portfolio based on the U.S. dollar offer side value of the relevant
exchange rate determined by the Trustee at the evaluation time on October 10,
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 $251,575.37 and deposited with the Trustee. The amount of the
letter of credit includes $249,476.26 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 $1.62 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 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 $999.89 per 1,000 Units offering price only for that
day. The Unit Price on any subsequent business day will vary.
(4) Aggregate Unit Price computed on the basis of the U.S. dollar value
of the underlying securities based on the U.S. dollar offer side value of the
relevant exchange rate at the evaluation time on October 10, 2000.
(5) Assumes the maximum initial sales charge per 1,000 units of 1.00% of
the Unit Price. A deferred sales charge of $1.50 per 1,000 Units is payable on
March 1, March 15, April 1, April 15, May 1 and May 15, 2001, and thereafter on
the 1st day of each month through September 1, 2001. Distributions will be made
to an account maintained by the Trustee from which the deferred sales charge
obligation of the investors to the Sponsors will be satisfied. If units are
redeemed prior to September 1, 2001, the remaining portion of the distribution
applicable to such units will be transferred to such account on the redemption
date.
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Defined
Asset Funds-Registered Trademark-
<TABLE>
<S> <C>
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most SELECT TEN PORTFOLIO
recent free Information 2000 INTERNATIONAL SERIES C
Supplement that gives more UNITED KINGDOM PORTFOLIO
details about the Fund, (A Unit Investment Trust)
by calling: ---------------------------------------
The Chase Manhattan Bank This Prospectus does not contain
1-800-323-1508 complete information about the
investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
- Securities Act of 1933 (file no.
333-43916) 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.
100829RR--10/00
</TABLE>
<PAGE>
PART II
Additional Information Not Included in the Prospectus
<TABLE>
<S> <C> <C>
A. The following information relating to the Depositors is incorporated by reference to the SEC filings
indicated and made a part of this Registration Statement.
</TABLE>
I. Bonding arrangements of each of the Depositors are incorporated by reference
to Item A of Part II to the Registration Statement on Form S-6 under the
Securities Act of 1933 for Municipal Investment Trust Fund, Monthly Payment
Series--573 Defined Asset Funds (Reg. No. 333-08241).
II. The date of organization of each of the Depositors is set forth in Item B
of Part II to the Registration Statement on Form S-6 under the Securities Act of
1933 for Municipal Investment Trust Fund, Monthly Payment Series--573 Defined
Asset Funds (Reg. No. 333-08241) and is herein incorporated by reference
thereto.
III. The Charter and By-Laws of each of the Depositors are incorporated herein
by reference to Exhibits 1.3 through 1.12 to the Registration Statement on Form
S-6 under the Securities Act of 1933 for Municipal Investment Trust Fund,
Monthly Payment Series--573 Defined Asset Funds (Reg. No. 333-08241).
IV. Information as to Officers and Directors of the Depositors has been filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934 and is incorporated by reference to the SEC
filings indicated and made a part of this Registration Statement:
<TABLE>
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 8-7221
Salomon Smith Barney Inc. .................................. 8-8177
PaineWebber Incorporated.................................... 8-16267
Dean Witter Reynolds Inc. .................................. 8-14172
</TABLE>
----------------------------
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsors and Trustee are as follows:
<TABLE>
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 13-5674085
Salomon Smith Barney Inc. .................................. 13-1912900
PaineWebber Incorporated.................................... 13-2638166
Dean Witter Reynolds Inc. .................................. 94-0899825
The Chase Manhattan Bank, Trustee........................... 13-4994650
</TABLE>
UNDERTAKING
The Sponsors undertake that they will not make any amendment to the Supplement
to this Registration Statement which includes material changes without
submitting the amendment for Staff review prior to distribution.
II-1
<PAGE>
SERIES OF EQUITY INCOME FUND AND EQUITY INVESTOR FUND
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
SEC
SERIES NUMBER FILE NUMBER
------------- -----------
<S> <C>
Equity Income Fund, Investment Philosophy Series 1991
Selected Industrial Portfolio........................... 33-39158
Equity Investor Fund, Select S&P Industrial Portfolio 1998
Series H................................................ 333-64577
</TABLE>
CONTENTS OF REGISTRATION STATEMENT
The Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The following exhibits:
<TABLE>
<S> <C> <C>
1.1 -- Form of Trust Indenture (incorporated by reference to Exhibit 1.1
to the Registration Statement of Equity Income Fund, Select S&P
Industrial Portfolio 1997 Series A. 1933 Act File No. 33-05683.
1.1.1 -- Form of Standard Terms and Conditions of Trust Effective October
21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
Registration Statement of Municipal Investment Trust Fund,
Multistate Series--48, 1933 Act File No. 33-50247).
1.2 -- Form of Master Agreement Among Underwriters (incorporated by
reference to Exhibit 1.2 to the Registration Statement of The
Corporate Income Fund, One Hundred Ninety-Fourth Monthly Payment
Series, 1933 Act File No. 2-90925).
1.11.1 -- Merrill Lynch Code of Ethics (incorporated by reference to
Exhibit 1.11.1 to Post-Effective Amendment No. 2 to the
Registration Statement of Equity Participation Series, Low Five
Portfolio, Defined Asset Funds, 1933 Act File No. 333-05685).
1.11.2 -- Equity Investor Fund Code of Ethics (incorporated by reference to
Exhibit 1.11.2 to Post-Effective Amendment No. 2 to the
Registration Statement of Equity Participation Series, Low Five
Portfolio, Defined Asset Funds, 1933 Act File No. 333-05685).
3.1 -- Opinion of counsel as to the legality of the securities being
issued including their consent to the use of their names under
the headings "How The Fund Works--Legal Opinion" in the
Prospectus.
5.1 -- Consent of independent accountants.
9.1 -- Information Supplement (incorporated by reference to Exhibit 9.1
to the Registration Statement of Equity Investor Fund, Select Ten
Portfolio 1999 International Series A (United Kingdom Portfo-
lio), 1933 Act File No. 333-70593).
</TABLE>
R-1
<PAGE>
SIGNATURES
The registrant hereby identifies the series numbers of Equity Income Fund
and Equity Investor Fund listed on page R-1 for the purposes of the
representations required by Rule 487 and represents the following:
1) That the portfolio securities deposited in the series as to which this
registration statement is being filed do not differ materially in type or
quality from those deposited in such previous series;
2) That, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential information for, the
series with respect to which this registration statement is being filed,
this registration statement does not contain disclosures that differ in
any material respect from those contained in the registration statements
for such previous series as to which the effective date was determined by
the Commission or the staff; and
3) That it has complied with Rule 460 under the Securities Act of 1933.
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 10TH DAY OF
OCTOBER, 2000.
SIGNATURES APPEAR ON PAGES R-3, R-4, R-5 AND R-6.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Salomon Smith Barney
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Board of Directors of Merrill Form SE and the following 1933 Act
Lynch, Pierce, File
Fenner & Smith Incorporated: Number: 333-70593
</TABLE>
GEORGE A. SCHIEREN
JOHN L. STEFFENS
JAY M. FIFE
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)
R-3
<PAGE>
SALOMON SMITH BARNEY INC.
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Salomon Smith Barney Inc.: have been filed
under the 1933 Act
File Numbers:
333-63417 and
333-63033
</TABLE>
MICHAEL A. CARPENTER
DERYCK C. MAUGHAN
By KEVIN E. KOPCZYNSKI
(As authorized signatory for
Salomon Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-4
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute Powers of Attorney have been filed
the Board of Directors of PaineWebber under
Incorporated: the following 1933 Act File
Number: 2-61279
</TABLE>
MARGO N. ALEXANDER
TERRY L. ATKINSON
BRIAN M. BAREFOOT
STEVEN P. BAUM
MICHAEL CULP
REGINA A. DOLAN
JOSEPH J. GRANO, JR.
EDWARD M. KERSCHNER
JAMES P. MacGILVRAY
DONALD B. MARRON
ROBERT H. SILVER
MARK B. SUTTON
By ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-5
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute Powers of Attorney have been filed
a majority of under Form SE and the following 1933
the Board of Directors of Dean Witter Act File Numbers: 33-17085,
Reynolds Inc.: 333-13039, 333-47553, 333-89009, and
333-39302.
</TABLE>
BRUCE F. ALONSO
RICHARD M. DeMARTINI
RAYMOND J. DROP
JAMES F. HIGGINS
DONALD G. KEMPF, JR.
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
