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As filed with the Securities and Exchange Commission
on August 17, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. |
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FORM S-6 |
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FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2 |
A. Exact name of trust: |
MUNICIPAL INVESTMENT TRUST FUND
INTERMEDIATE TERM SERIES 415 DEFINED ASSET FUNDS (A UNIT INVESTMENT TRUST) |
B. Name of depositor: |
MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
SALOMON SMITH BARNEY INC. PAINEWEBBER INCORPORATED DEAN WITTER REYNOLDS INC. |
C. Complete addresses of depositor's principal executive offices: |
MERRILL LYNCH, PIERCE, FENNER
& SMITH
INCORPORATED Defined Asset Funds P.O. Box 9051 Princeton, N.J. 08543-9051 |
PAINEWEBBER INCORPORATED
1285 Avenue of the Americas New York, New York 10019 |
SALOMON SMITH BARNEY INC. 388 Greenwich Street 23rd Floor New York, N.Y. 10013 |
DEAN WITTER REYNOLDS INC. Two World Trade Center 59th Floor New York, N.Y. 10048 |
TERESA KONCICK, ESQ.
P.O. Box 9051 Princeton, N.J. 08543-9051 |
ROBERT E. HOLLEY
1285 Avenue of the Americas New York, NY 10019 |
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MICHAEL KOCHMANN
388 Greenwich Street New York, NY 10013 |
COPIES TO: PIERRE DE SAINT PHALLE, ESQ. 450 Lexington Avenue New York, New York 10017 |
DOUGLAS LOWE, ESQ.
Dean Witter Reynolds Inc. Two World Trade Center -- 59th Floor New York, NY 10048 |
An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2 promulgated under the Investment Company Act of 1940, as amended. |
As soon as practicable after the acquisition and deposit of the underlying securities. |
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. |
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS |
A. The following information
relating to the Depositor is incorporated by reference to the SEC filings
indicated and made a part of this Registration Statement.
I. | Bonding arrangements of the Depositor 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 the Depositor 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 the Depositor 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 Depositor 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: |
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Merrill Lynch, Pierce, Fenner & Smith Incorporated | 8-7221 |
Salomon Smith Barney Inc. | 8-8177 |
Paine Webber Incorporated | 8-16267 |
Dean Witter Reynolds Inc. | 8-14172 |
B. The Internal Revenue
Service
Employer Identification Numbers of the Sponsors and Trustee are as follows:
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 Bank of New York, Trustee
13-4941102
UNDERTAKING
The Sponsors undertake that they will 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
SERIES OF EQUITY INVESTOR FUND
DESIGNATED
PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933
Series Number
SEC File Number
Defined Asset Funds Municipal Defined Fund:
333-58397
CONTENTS OF THE 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 Series,
1933 Act File No. 33-54565).
The Prospectus.
Additional Information not included in the Prospectus
(Part II).
The following exhibits:
1.1
--
Form of Trust Indenture (incorporated by reference to Exhibit 1.1
to the Registration Statement of Municipal Defined Fund, Series 2
1933 Act File No. 333-61285).
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).
2.1 --
Form of Certificate of Beneficial Interest (included
in Exhibit 1.1.1).
*3.1 --
Opinion of counsel as to the legality
of the securities being issued including their consent to the use of their
name under the heading "How the Fund Works--Legal Opinion" in the Prospectus.
*4.1 --
Consent of the Evaluator.
*5.1 --
Consent of independent public accountants.
9.1 --
Information Supplement (incorporated by reference to Exhibit 9.1
to Amendment No. 1 to the Registration Statement of Municipal
Investment Trust Fund, Multistate Series - 409, 1933 Act File
No. 333-81777).
______________
* To be filed with Amendment to Registration Statement.
R-1
DEFINED ASSET FUNDS
MUNICIPAL INVESTMENT TRUST FUND
MULTISTATE SERIES
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
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 17TH DAY OF
AUGUST, 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
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
DEPOSITOR
By the following persons, who constitute
a majority of the Board of Directors of Merrill Lynch, Pierce, Fenner &
Smith Incorporated:
Powers of Attorney
have been filed under Form SE and the following 1933 Act File Number: 333-70593
GEORGE A SCHIEREN
JOHN L. STEFFENS
By JAY M. FIFE
(As authorized signatory for
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
and Attorney-in-fact for
the persons listed above)
R-3
SALOMON SMITH BARNEY INC.
DEPOSITOR
By the following persons, who constitute
a majority of the Board of Directors of Salomon Smith Barney Inc.:
Powers of Attorney
have been filed under the 1933 Act File Numbers: 333-63417 and 333-63033.
MICHAEL CARPENTER
DERYCK C. MAUGHAN
By GINA LEMON
(As authorized signatory for
Salomon Smith Barney Inc.
and Attorney-in-fact for
the persons listed above)
R-4
PAINEWEBBER INCORPORATED
DEPOSITOR
By the following persons, who constitute
a majority of the Board of Directors of PaineWebber Incorporated:
Powers of Attorney
have been
filed under
the following 1933 Act
File Number: 2-61279
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
DEAN WITTER REYNOLDS INC.
DEPOSITOR
By the following persons, who constitute
a majority of the Board of Directors of Dean Witter Reynolds Inc.:
Powers of Attorney
have been
filed under Form SE and
the following 1933 Act
File Numbers: 33-17085, 333-13039, 333-47553, 333-89009 and 333-39302
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
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