<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 2000
REGISTRATION NO. 333-45614
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--------------------------------------------------------------------------------
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
BIOTECHNOLOGY PORTFOLIO 2000 SERIES C
DEFINED ASSET FUNDS
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
<TABLE>
<S> <C> <C>
MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, NJ 08543-9051
</TABLE>
<TABLE>
<S> <C>
DEAN WITTER REYNOLDS INC. PAINEWEBBER INCORPORATED
TWO WORLD TRADE 1285 AVENUE OF THE
CENTER--59TH FLOOR AMERICAS
NEW YORK, NY 10048 NEW YORK, NY 10019
</TABLE>
D. NAME AND COMPLETE ADDRESS OF AGENTS FOR SERVICE:
<TABLE>
<S> <C> <C>
TERESA KONCICK, ESQ.
P.O. BOX 9051
PRINCETON, NJ 08543-9051
COPIES TO:
DOUGLAS LOWE, ESQ. NORA M. JORDAN, ESQ. ROBERT E. HOLLEY
DEAN WITTER REYNOLDS INC. 450 LEXINGTON AVENUE 1200 HARBOR BLVD.
TWO WORLD TRADE NEW YORK, NY 10017 WEEHAWKEN, NJ 07087
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 Registration Statement shall become
effective upon filing on October 4, 2000, pursuant to Rule 487.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
DEFINED ASSET FUNDS-REGISTERED TRADEMARK-
----------------------------------------------------
EQUITY INVESTOR FUND
BIOTECHNOLOGY PORTFOLIO 2000 SERIES C
(A UNIT INVESTMENT TRUST)
- DESIGNED FOR CAPITAL APPRECIATION
- CONVENIENT WAY TO PARTICIPATE IN THE BIOTECHNOLOGY
SECTOR
SPONSORS: -----------------------------------------------------
MERRILL LYNCH, The Securities and Exchange Commission has not
PIERCE, FENNER & SMITH approved or disapproved these Securities or passed
INCORPORATED upon the adequacy of this prospectus. Any
PAINEWEBBER INCORPORATED representation to the contrary is a criminal offense.
DEAN WITTER REYNOLDS INC. Prospectus dated October 4, 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.......................................... 9
Expenses........................................ 10
Portfolio Changes............................... 11
Portfolio Termination........................... 11
No Certificates................................. 11
Trust Indenture................................. 11
Legal Opinion................................... 12
Auditors........................................ 12
Sponsors........................................ 13
Trustee......................................... 13
Underwriters' and Sponsors' Profits............. 13
Public Distribution............................. 13
Code of Ethics.................................. 14
Year 2000 Issues................................ 14
Advertising and Sales Literature................ 14
Taxes............................................. 15
Supplemental Information.......................... 17
Financial Statements.............................. 18
Report of Independent Accountants............... 18
Statement of Condition.......................... 18
</TABLE>
2
<PAGE>
--------------------------------------------------------------------------------
RISK/RETURN SUMMARY
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
The objective of this Defined Fund is capital appreciation by investing for a
period of two years in a fixed portfolio of stocks in the biotechnology
sector of the healthcare industry.
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 income distributions, if any.
2. WHAT IS THE PORTFOLIO'S INVESTMENT STRATEGY?
The Portfolio contains 23 stocks in the biotechnology sector of the
healthcare industry. Analysts from the Merrill Lynch Global Research and
Economics Group consider the stocks to be among the most attractive in the
biotechnology sector. It is believed that these companies possess the
greatest potential for new product development. The stocks were also screened
for market capitalization and liquidity.
We believe a current opportunity exists with biotechnology stocks because of:
- high levels of development of new products and applications;
- the recently expedited FDA process;
- the importance of biotechnology products in healthcare;
- the seasoning of companies in this industry;
- the resistance of demand to economic downturns;
- the advantages over potential generic competition;
- an aging population; and
- inter-company efforts to produce, develop and market new drugs.
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
apply a similar Strategy to select a new portfolio, if available.
3. WHAT INDUSTRY SECTORS ARE REPRESENTED IN THE PORTFOLIO?
Based upon the principal business of each issuer and current market values,
the Portfolio represents the following industry group:
<TABLE>
<CAPTION>
APPROXIMATE
PORTFOLIO
PERCENTAGE
<S> <C>
-Biotechnology 100%
</TABLE>
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE PORTFOLIO. THIS CAN HAPPEN FOR VARIOUS
REASONS, INCLUDING:
- Biotechnology stock prices can be extremely volatile and therefore the
Portfolio may be considered speculative. Investors should assess their risk
tolerance and investment time horizon before purchasing units of this
Portfolio.
- Share prices may decline during the life of the Portfolio.
- Because the Portfolio is concentrated in biotechnology stocks, adverse
developments in this industry may affect the value of your units. These risks
are discussed later in the prospectus under Concentration Risk.
- The Portfolio may continue to purchase or hold the stocks originally selected
even though their market value 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.
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want capital appreciation. You will benefit from a professionally
selected and supervised portfolio. Because this Portfolio focuses on one
industry sector, it should be considered as a vehicle for investing a portion
of your assets and not as a complete equity investment program.
The Portfolio is NOT appropriate for you if you are unwilling to take the
increased risk involved with an aggressive growth equity investment or if you
are seeking preservation of capital or current income.
3
<PAGE>
--------------------------------------------------------------------------------
DEFINED PORTFOLIO
------------------------------------------------------------------------
Equity Investor Fund
Biotechnology Portfolio 2000 Series C
Defined Asset Funds
<TABLE>
<CAPTION>
PRICE
TICKER PERCENTAGE PER SHARE COST
NAME OF ISSUER SYMBOL OF PORTFOLIO (1) TO PORTFOLIO TO PORTFOLIO (2)
<C> <S> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------
1. Abgenix, Inc. ABGX 1.87% $ 71.0000 $ 7,100.00
2. Affymetrix, Inc. AFFX 2.79 46.1250 10,608.75
3. Amgen, Inc. AMGN 5.98 66.7500 22,695.00
4. Biogen, Inc. BGEN 4.05 59.1250 15,372.50
5. Chiron Corporation CHIR 5.07 41.8750 19,262.50
6. COR Therapeutics, Inc. CORR 3.91 53.0625 14,857.50
7. CV Therapeutics, Inc. CVTX 5.19 78.8750 19,718.75
8. Genentech, Inc. DNA 6.00 175.3750 22,798.75
9. Genzyme Corporation GENZ 5.02 65.7500 19,067.50
10. Human Genome Sciences, HGSI 1.73 164.0000 6,560.00
Inc.
11. IDEC Pharmaceuticals IDPH 5.86 159.0625 22,268.75
Corporation
12. ImClone Systems, Inc. IMCL 3.11 107.3750 11,811.25
13. Immunex Corporation IMNX 5.96 37.7500 22,650.00
14. Immunomedics, Inc. IMMU 2.91 18.4375 11,062.50
15. Inhale Therapeutic INHL 4.00 52.3750 15,188.75
Systems, Inc.
16. MedImmune, Inc. MEDI 6.28 62.7500 23,845.00
17. Millennium MLNM 4.08 140.7500 15,482.50
Pharmaceuticals, Inc.
18. NPS Pharmaceuticals, Inc. NPSP 4.15 49.2500 15,760.00
19. Regeneron REGN 3.99 29.7500 15,172.50
Pharmaceuticals, Inc.
20. Serono SA+ SRA 6.16 28.1875 23,395.63
21. Teva Pharmaceutical TEVA 4.09 70.6875 15,551.25
Industries Limited*+
22. Transkaryotic Therapies, TKTX 4.02 43.5000 15,225.00
Inc.
23. Vertex Pharmaceuticals, VRTX 3.78 75.5000 14,345.00
Inc.
------------- -----------
100.00% $379,799.38
============= ===========
</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 October 3, 2000, the business day prior to the initial
date of deposit. The value of the securities on any subsequent business day
will vary.
+ This issuer is a foreign corporation; dividends, if any, may be subject to
withholding taxes.
* This stock currently pays dividends.
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)
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 (including
updating
expenses) .071% $0.70
Creation and
Development Fee .250% $2.48
Other Operating Expenses .045% $0.44
------- -----
TOTAL .457% $4.52
</TABLE>
The Creation and Development Fee (estimated at $0.00248 per unit) is an
annual fee 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) $2.59
</TABLE>
<TABLE>
<S> <C>
INVESTOR FEES
Maximum Sales Fee (Load) during the initial
offering period on new purchases (as a percentage
of $1,000 invested) 4.00%
</TABLE>
In the secondary market, this percentage will vary depending on unit price.
You will pay an up-front sales fee of approximately 1.00%. In addition, six
monthly deferred sales charges of $2.50 per 1,000 units ($15.00 annually)
will be deducted from the Portfolio's net asset value each year of the
Portfolio's two-year life (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
$324 $766 $1,233 $2,509
</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 if the issuer no longer meets the
selection criteria or under certain other 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 through special arrangements with the Sponsors, although certain legal
restrictions may apply.
The minimum investment is $250.
4
<PAGE>
<TABLE>
<S> <C>
UNIT PRICE PER UNIT $999.87
(as of October 3, 2000)
</TABLE>
Unit Price is based on the net asset value of the Portfolio plus the up-front
sales fee.
The Unit Price includes the estimated organization costs of $2.59 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 the Sponsors 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?
Any dividend income that is received by the Portfolio will be distributed you
on the 25th of May, 2001, and May, 2002, if you hold units on the 10th of
those months. However, if the distribution would be less than $1.00 per 1,000
units, the income will be distributed at the next scheduled distribution date
or termination.
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. If you
are a corporate investor, you may be eligible for the dividends-received
deduction if you satisfy the applicable holding period and other
requirements. Foreign investors' shares of dividends will generally be
subject to withholding taxes.
11. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You may choose to reinvest any distributions into additional units of the
Portfolio. Unless you choose reinvestment, you will receive your distribution
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
There are two scheduled dividend distribution dates during the life of the
Portfolio. However, if on either distribution date the income in the fund is
less than $1.00 per 1,000 units, the income will be distributed on the next
scheduled distribution date or at termination.
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. 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
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 the
biotechnology sector of the healthcare industry.
- 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.
- Biotechnology 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 has historically been long and costly,
and it is becoming increasingly difficult to recoup these costs.
- Biotechnology companies face the risk of large product liability suits and
consequently must carry expensive liability insurance.
- 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
6
<PAGE>
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.
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 in each
year, the amount of any payments remaining in that year 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 we 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
7
<PAGE>
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 a new Biotechnology Portfolio if one is available.
If you hold your units with one of the Sponsors and notify your financial
adviser by October 3, 2002, your units will be redeemed and certain distributed
securities plus the proceeds from the sale of the remaining distributed
securities will be reinvested in units of a new Biotechnology 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.
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
Biotechnology 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 Biotechnology Portfolio.
The Portfolio will terminate by November 5, 2002. 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
8
<PAGE>
professional about what Series 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 six monthly installments each year of the
Portfolio's life. Units redeemed or repurchased prior to the accrual of the
final deferred sales fee installment in each year will have the amount of any
remaining installments deducted from the redemption or repurchase proceeds or
deducted in calculating an in-kind distribution. (This deduction will be waived
in the event of the death or disability, as defined in the Internal Revenue Code
of 1986, of an investor). If you redeem or sell your units before 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 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, if any, after deducting estimated annual Portfolio
expenses per unit, will depend primarily
9
<PAGE>
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 sales of securities. There is no assurance that
dividends on the securities will be declared or paid.
- Each unit receives an equal share of any 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 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
10
<PAGE>
1,000 units. If your aggregate sales fee is less than the deferred sales fee,
you will be given additional units which will decrease the effective maximum
sales fee to the amount shown below.
The maximum sales fee is effectively reduced if you invest as follows:
<TABLE>
<CAPTION>
YOUR MAXIMUM SALES
IF YOU INVEST: FEE WILL BE:
-------------- ------------------
<S> <C>
Less than $50,000 4.00%
$50,000 to $99,999 3.75%
$100,000 to $249,999 3.25%
$250,000 to $999,999 3.00%
$1,000,000 or more 2.25%
</TABLE>
The deferred sales fees you owe are paid from the Capital Account. Although we
may collect the deferred sales charge monthly, to keep units more fully invested
we do not currently plan to pay the deferred sales charge until after the
rollover notification date.
The Sponsors will pay advertising and selling expenses at no charge to the
Portfolio. If Portfolio expenses exceed initial estimates, the Portfolio will
owe the excess. The Trustee has a lien on Portfolio assets to secure
reimbursement of Portfolio expenses and may sell securities if cash is not
available.
PORTFOLIO CHANGES
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which 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 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 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
11
<PAGE>
available to you on request to the Trustee. The following summarizes certain
provisions of the Indenture.
The Sponsors and the Trustee may amend the Indenture without your consent:
- to cure ambiguities;
- to correct or supplement any defective or inconsistent provision;
- to make any amendment required by any governmental agency; or
- to make other changes determined not to be materially adverse to your best
interest (as determined by the Sponsors).
Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Portfolio without your written consent.
The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
- it fails to perform its duties;
- it becomes incapable of acting or bankrupt or its affairs are taken over by
public authorities; or
- the Sponsors determine that its replacement is in your best interest.
Investors holding 51% of the units may remove the Trustee. The Trustee may
resign or be removed by the Sponsors without the consent of investors. The
resignation or removal of the Trustee becomes effective when a successor accepts
appointment. The Sponsors will try to appoint a successor promptly; however, if
no successor has accepted within 30 days after notice of resignation, the
resigning Trustee may petition a court to appoint a successor.
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
- remove it and appoint a replacement Sponsor;
- liquidate the Portfolio; or
- continue to act as Trustee without a Sponsor.
Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.
The Trust Indenture contains customary provisions limiting the liability of the
Trustee and the Sponsors.
LEGAL OPINION
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsor, 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.
12
<PAGE>
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
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary
of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of
PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019
</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 shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
TRUSTEE
The Chase Manhattan Bank, Unit Investment Trust Department, 4 New York
Plaza--6th Floor, New York, NY 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
The Sponsors receive sales fees when it sells units. Any cash made available by
you to the Sponsors before the settlement date for those units may be used in
the Sponsors' business to the extent permitted by federal law and may benefit
the Sponsors.
Each Sponsor 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
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 of distribution expenses or as compensation for sales efforts.
During the initial offering period, the Sponsors may realize profits or sustain
losses on units it holds due to fluctuations in the price per unit. The Sponsors
experienced a loss of $48.00 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 it
buys units and the prices at which it resells or redeems 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.
13
<PAGE>
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
Advertising and sales literature may include brief descriptions of the
businesses and products of the companies in the Portfolio. It may describe some
of the history and developments in the biotechnology industry. It may also
discuss Institutional Investors' ranking of Merrill Lynch equity research based
on the total number of All-American Research Team Analysts and the scope of
research coverage.
Sales material may discuss developing a long-term financial plan, working with
your financial professional; the nature and risks of various investment
strategies and Defined Asset Funds that could help you toward your financial
goals and the importance of discipline; how securities are selected for these
funds, how the funds are created and operated, features such as convenience and
costs, and options available for certain types of funds including automatic
reinvestment, rollover, exchanges and redemption. It may also summarize some
similarities and differences with mutual funds and discuss the philosophy of
spending time in the market rather than trying to time the market, including
probabilities of negative returns over various holding periods.
14
<PAGE>
Advertising and sales literature may state past total return performance of the
Portfolio for various periods. Returns are computed by taking price changes for
the period plus income reinvested, divided by the initial public offering price,
and reflecting deduction of maximum Portfolio sales charges and expenses. For
periods of more than a year, average annualized returns shall be stated, which
may be accompanied with no greater prominence by statement of cumulative total
returns. Returns without reflecting deduction of sales charges or only of
deferred sales charges may also be stated with no greater prominence than total
returns reflecting deduction of all sales charges when the different basis of
computation is disclosed.
Sales literature and articles may state research opinions on the economy and
industry sectors and include a list of funds generally appropriate for pursuing
these recommendations.
TAXES
The following discussion 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 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 may
be eligible for the dividends-received deduction if you satisfy the applicable
holding period and other requirements. You should consult your tax adviser in
this regard.
GAIN OR LOSS UPON DISPOSITION
You will generally recognize a 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 a 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 3, 2002, 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.
15
<PAGE>
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
Biotechnology 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 Biotechnology 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 your investment which 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 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 that 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 that were not rolled over. You should not increase your basis
in your units by deferred sales fees, organizational expenses or by any portion
of the Creation and Development Fee. The tax reporting form and annual statement
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 the
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 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 your share of dividends received by the
Portfolio. You should consult your tax adviser about the possible
16
<PAGE>
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. However, all distributions from
these types of plans are generally treated as ordinary income, subject to
tax-deferred rollover treatment in some cases. 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 Sponsor 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. You may
also obtain information about the issuers of the stocks in this Portfolio from
the SEC, because each company is a reporting company.
17
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Equity Investor Fund, Biotechnology
Portfolio 2000 Series C, 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 4, 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 4,
2000 in conformity with accounting principles generally accepted in the United
States of America.
DELOITTE & TOUCHE LLP
New York, NY
October 4, 2000
STATEMENT OF CONDITION AS OF OCTOBER 4, 2000
TRUST PROPERTY
<TABLE>
<S> <C>
Investments--Contracts to purchase
Securities(1)................................... $ 379,799.38
-------------
Total......................................... $ 379,799.38
=============
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsor for organization
expenses(2).................................. $ 993.61
-------------
Subtotal...................................... 993.61
-------------
Interest of Holders of 383,635 Units of fractional
undivided interest outstanding:(3)
Cost to investors(4).......................... $ 383,585.13
Gross underwriting commissions and
organization expenses(5)(2).................. (4,779.36)
-------------
Subtotal...................................... 378,805.77
-------------
Total......................................... $ 379,799.38
=============
</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
October 3, 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 $379,847.38 and deposited with the Trustee. The amount of the
letter of credit includes $379,799.38 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 $2.59 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 $999.87 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 October 3, 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 Sponsor will be satisfied.
18
<PAGE>
Defined
Asset Funds-Registered Trademark-
<TABLE>
<S> <C>
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most BIOTECHNOLOGY PORTFOLIO 2000 SERIES C
recent free Information (A Unit Investment Trust)
Supplement that gives more ---------------------------------------
details about the Fund, This Prospectus does not contain
by calling: complete information about the
The Chase Manhattan Bank investment company filed with the
1-800-323-1508 Securities and Exchange Commission in
Washington, D.C. under the:
- Securities Act of 1933 (file no.
333-45614) 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.
100826RR--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
filing indicated and made a part of this Registration Statement:
<TABLE>
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 8-7221
PaineWebber Incorporated.................................... 8-16267
Dean Witter Reynolds Inc. .................................. 8-14172
</TABLE>
----------------------------
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsor and Trustee are as follows:
<TABLE>
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 13-5674085
PaineWebber Incorporated.................................... 13-2638166
Dean Witter Reynolds Inc. .................................. 94-0899825
The Chase Manhattan Bank, Trustee........................... 13-4994650
</TABLE>
II-1
<PAGE>
SERIES OF EQUITY INVESTOR FUND
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933
<TABLE>
<S> <C>
SEC
SERIES NUMBER FILE NUMBER
------------------------------------------------------------ --------------------
Focus Series Financial Portfolio............................ 333-32179
S&P Industrial Portfolio 1998 Series H...................... 333-64577
</TABLE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet of Form S-6.
The Prospectus.
The Signatures.
The following exhibits:
<TABLE>
<S> <C>
1.1 -- Form of Trust Indenture (incorporated by reference to Exhibit 1.1 to
Amendment No. 2 to the Registration Statement on Form S-6 of Equity
Income Fund, Select Growth Portfolio--1995 Series 2, Defined Asset
Funds, Reg. No. 33-58535).
1.1.1 -- Form of Standard Terms and Conditions of Trust Effective as of
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 under the
Securities Act of 1933 of The Corporate Income Fund, One Hundred
Ninety-Fourth Monthly Payment Series, 1933 Act File No. 2-90925).
1.11.1 -- Merrill Lynch Code of Ethics (incorporated by reference to Exhibit
1.11.1 to Post-Effective Amendment No. 2 to the Registration Statement
of Equity Participation Series, Low Five Portfolio, Defined Asset
Funds, 1933 Act File No. 333-05685.
1.11.2 -- Equity Investor Fund Code of Ethics (incorporated by reference to
Exhibit 1.11.2 to Post-Effective Amendment No. 2 to the Registration of
Equity Participation Series Low Five Portfolio, Defined Asset Funds,
1933 Act File No. 333-05685).
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.
5.1 -- Consent of independent accountants.
9.1 -- Information Supplement (incorporated by reference to Exhibit 9.1 to
the Registration Statement of Equity Income Fund, Select Ten Portfolio
1999 International Series A (United Kingdom Portfolio), 1933 Act File
No. 333-70593).
</TABLE>
R-1
<PAGE>
SIGNATURES
The registrant hereby identifies the series numbers of 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 4TH DAY OF
OCTOBER, 2000.
SIGNATURE APPEARS ON PAGE R-3, R-4 AND R-5.
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 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>
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-4
<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-5
