<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 2000
REGISTRATION NO. 333-46716
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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
UTILITY PORTFOLIO 2000 SERIES B
DEFINED ASSET FUNDS
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SALOMON SMITH BARNEY INC.
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
</TABLE>
<TABLE>
<S> <C> <C>
DEAN WITTER REYNOLDS INC.
TWO WORLD TRADE
CENTER--59TH FLOOR
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
</TABLE>
<TABLE>
<S> <C> <C>
COPIES TO:
NORA M. JORDAN, ESQ. DOUGLAS LOWE, ESQ.
450 LEXINGTON AVENUE DEAN WITTER REYNOLDS INC.
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 Registration Statement shall become
effective upon filing on December 6, 2000, pursuant to Rule 487.
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--------------------------------------------------------------------------------
<PAGE>
DEFINED ASSET FUNDS-REGISTERED TRADEMARK-
----------------------------------------------------
EQUITY INVESTOR FUND
UTILITY PORTFOLIO 2000 SERIES B
(A UNIT INVESTMENT TRUST)
- TOTAL RETURN FROM:
-- CAPITAL APPRECIATION
-- CURRENT DIVIDEND INCOME
- MONTHLY INCOME
- PROFESSIONAL SELECTION
- 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 December 6, 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.................... 8
Rollover/Exchange Option........................ 8
How The Fund Works................................ 9
Pricing......................................... 9
Evaluations..................................... 10
Income.......................................... 10
Expenses........................................ 10
Portfolio Changes............................... 11
Portfolio Termination........................... 12
No Certificates................................. 12
Trust Indenture................................. 12
Legal Opinion................................... 13
Auditors........................................ 13
Sponsors........................................ 13
Trustee......................................... 13
Underwriters' and Sponsors' Profits............. 13
Public Distribution............................. 14
Code of Ethics.................................. 14
Advertising and Sales Literature................ 15
Taxes............................................. 15
Supplemental Information.......................... 17
Financial Statements.............................. 18
Report of Independent Auditors.................. 18
Statement of Condition.......................... 18
</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.
- Its strategy is to invest for a period of about one year in a fixed portfolio
of publicly traded common stocks issued by domestic companies in the electric
utility sector.
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?
- The 15 stocks represented in the Fund are issued by companies that have been
identified by Defined Asset Funds Research.
- The electric power industry is in the midst of major change. After 60 years
of tight regulation, the energy marketplace is being restructured. With
federal support, many states have enacted legislation that facilitates a free
market in electricity and natural gas. This gives consumers a choice of
suppliers creating competition in a previously monopolistic industry.
Technology is also spurring the demand for deregulation.
- The electric utilities industry is slowly moving away from its traditional
reputation of being vulnerable to interest rate changes. Most utilities no
longer need to borrow huge amounts of money to build generating capacity.
- The common stocks included in the Portfolio were selected for their current
dividend yields. Defined Asset Funds' analysts believe that companies will
benefit from increased demand for power. This growth will continue to
generate strong utility dividends. In the opinion of the Sponsors, most of
the companies represented in the Portfolio have potential for dividend growth
because they:
-- have raised their common stock dividend payments at least once during the
10 years prior to the initial date of deposit;
-- have not cut their dividend over the past ten years; and
-- have a 50-year record of uninterrupted dividend payments.
- The Portfolio plans to hold the stocks in the Portfolio for about one year.
At the end of one year, we will liquidate the Portfolio and select a new
portfolio, if available. Each Utility Portfolio is designed to be part of a
longer term strategy. We believe that utility stocks have more consistent
results over a two to four year period, but you are not required to stay with
the Portfolio or roll over your investment. You can sell your units at any
time.
3. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE PORTFOLIO. THIS CAN HAPPEN FOR VARIOUS
REASONS, INCLUDING:
- Stock prices can be volatile.
- Dividend rates on the stocks or share prices may decline during the life of
the Portfolio.
- Because the Portfolio is concentrated in stocks of domestic electric utility
companies, it is dependent to a significant extent on revenues generated from
those particular activities. Adverse developments in this industry may affect
the value of your units.
- Because the Portfolio is concentrated in one industry, it is not designed to
be a complete equity investment program.
- The Portfolio may continue to purchase or hold the stocks originally selected
even though their market value or yield may have changed.
- The Portfolio does not reflect any investment recommendations of the
Sponsors, and any one or more of the stocks in the Portfolio may, from time
to time, be subject to sell recommendations from one or more of the Sponsors.
4. 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. Because this
Portfolio focuses on one industry, 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 not comfortable with the
Strategy or are unwilling to take the risk involved with an equity
investment. It may not be appropriate for you if you are seeking preservation
of capital or high current income.
3
<PAGE>
--------------------------------------------------------------------------------
DEFINED PORTFOLIO
------------------------------------------------------------------------
Equity Investor Fund
Utility Portfolio 2000 Series B
Defined Asset Funds
<TABLE>
<CAPTION>
PERCENTAGE CURRENT PRICE COST
TICKER OF DIVIDEND PER SHARE TO
NAME OF ISSUER SYMBOL PORTFOLIO (1) YIELD (2) TO PORTFOLIO PORTFOLIO (3)
<C> <S> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------
1. Pudget Sound Energy, Inc. PSD 9.04% 7.03% $26.1875 $ 27,235.00
2. Alliant Energy LNT 9.05 6.53 30.6250 27,256.25
Corporation
3. WPS Resources Corporation WPS 9.43 6.16 33.4375 28,421.88
4. Consolidated Edison, Inc. ED 8.95 5.90 36.9375 26,964.38
5. OGE Energy Corp. OGE 9.26 5.86 22.6875 27,905.63
6. Xcel Energy, Inc. XEL 9.15 5.44 27.5625 27,562.50
7. NSTAR NST 4.25 5.31 37.6875 12,813.75
8. CH Energy Group, Inc. CHG 6.76 5.20 41.5625 20,365.63
9. American Electric Power AEP 6.77 5.18 46.3750 20,405.00
Company, Inc.
10. CP&L, Energy, Inc. CPL 6.55 4.70 43.8750 19,743.75
11. ALLETE ALE 4.33 4.59 23.3125 13,055.00
12. TECO Energy, Inc. TE 4.04 4.51 29.6875 12,171.88
13. Allegheny Energy, Inc. AYE 4.15 3.99 43.1250 12,506.25
14. IDACORP, Inc. IDA 4.25 3.78 49.1875 12,788.75
15. Cleco Corporation CNL 4.02 3.51 48.3750 12,093.75
----------- -----------
100.00% $301,289.40
=========== ===========
</TABLE>
----------------------------
(1) Based on Cost to Portfolio.
(2) Current Dividend Yield for each security was calculated by annualizing the
last monthly, quarterly or semi-annual ordinary dividend declared on the
security and dividing the result by its market value as of the close of
trading on December 5, 2000.
(3) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on December 5, 2000, the business day prior to the initial
date of deposit. The value of the Securities on any subsequent business day
will vary.
--------------------------------------------------------------------------------
The securities were acquired on December 5, 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)
5. WHAT ARE THE PORTFOLIO'S FEES AND EXPENSES?
UNITHOLDER FEES
<TABLE>
<CAPTION>
AS A
PERCENTAGE
OF $1,000
INVESTED
----------
<S> <C>
Creation and Development Fee .30% max.*
(.25% of nav, max. of .30% of
your initial investment)
Sales Charges 2.50% max.**
------------
Total Maximum Sales Charges (including creation 2.80% max.
and development fee)
</TABLE>
----------------------------
* YOU WILL PAY LESS THAN THIS AMOUNT UNLESS THE AVERAGE NET ASSET
VALUE (NAV) OF THE PORTFOLIO ON THE DATE OF COLLECTION IS
CONSIDERABLY HIGHER THAN YOUR INITIAL INVESTMENT. SEE BELOW FOR
A TABLE WITH EXAMPLES.
** YOU WILL PAY LESS THAN THIS AMOUNT IF YOU ARE ROLLING OVER AN
INVESTMENT, SWAPPING INTO THIS FUND FROM OTHER DEFINED ASSET
FUNDS OR UNIT TRUSTS, PURCHASING THROUGH CERTAIN FEE-BASED
ACCOUNTS OR ELIGIBLE TO PAY A LOWER SALES CHARGE BASED ON
MINIMUM AMOUNTS INVESTED. SEE PAGE 13 FOR FURTHER DETAILS.
<TABLE>
<S> <C> <C>
ORGANIZATION COSTS per 1,000 units (deducted
from Portfolio assets at the close of the
initial offering period)
$
</TABLE>
ESTIMATED ANNUAL OPERATING EXPENSES
This table shows the costs and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
<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
Other Operating Expenses .040% $0.40
------- -----
TOTAL .202% $2.00
</TABLE>
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
$322 $786 $1,275 $2,624
</TABLE>
CREATION AND DEVELOPMENT FEE
The Creation and Development Fee is a charge of .25% collected at the end of
the offering period which is generally 90 days. It 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.
No portion of the Creation and Development Fee is applied to the payment of
costs associated with marketing and distributing the Portfolio.
The Creation and Development Fee may be more or less than .25% of your
INITIAL INVESTMENT depending on the average net asset value on the date of
collection. In no event, however, will you pay more than .30% of your initial
investment.
The following table shows how the Creation and Development Fee as a
percentage of your initial investment may vary as average net asset value
changes.
<TABLE>
<CAPTION>
AND AVERAGE
DAILY YOUR C & D
NET ASSET FEE PER YEAR
IF YOUR VALUE ON AS A PERCENTAGE
INITIAL EACH OF OF YOUR INITIAL
INVESTMENT THE DATES OF INVESTMENT
WAS COLLECTION IS WOULD BE
--- ------------- ---------------
<S> <C> <C>
$1000 $1200 .30%*
$1000 $1000 .25%
$1000 $ 800 .20%
</TABLE>
------------
* THIS REPRESENTS THE MAXIMUM CREATION AND DEVELOPMENT FEE.
4
<PAGE>
MARKETING AND DISTRIBUTION FEES
You will pay an up-front sales fee of approximately 1.00%. In addition, ten
monthly deferred sales charges of $1.50 per 1,000 units ($15.00 annually)
will be deducted from the Portfolio's net asset value (April 1 and 15, May 1
and 15, 2001, and thereafter on the first day of every month through November
1, 2001).
The sales fee covers the costs associated with marketing and distributing the
Portfolio.
6. 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.
7. HOW DO I BUY UNITS?
The minimum investment is $250.
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.
<TABLE>
<S> <C>
UNIT PRICE PER 1,000 UNITS $999.89
(as of December 5, 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 4:00 p.m. Eastern time every business day. Unit price changes every
day with changes in the prices of the stocks.
8. 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.
9. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Portfolio pays distributions of any dividend income, net of expenses, on
the 25th of each month beginning January, 2001 through October, 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. Foreign investors' shares of dividends
will generally be subject to withholding taxes.
10. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You may choose to reinvest your distributions into additional units of the
Portfolio. Unless you choose reinvestment, you will receive your
distributions in cash.
EXCHANGE PRIVILEGES
You may exchange units of this Portfolio for units of certain other Defined
Asset Funds. You may also exchange into this Portfolio from certain other
funds. We charge a reduced sales fee on designated exchanges.
5
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any income it has received monthly during its
life. 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 ADVISOR IN
THIS REGARD.
You may request audited financial statements of the Portfolio from the Trustee.
You may inspect records of Portfolio transactions at the Trustee's office during
regular business hours.
THE RISKS YOU FACE
CONCENTRATION RISK
When stocks in a particular industry make up 25% or more of the Portfolio, it is
said to be "concentrated" in that industry, which makes the Portfolio less
diversified.
Here is what you should know about the Portfolio's concentration in electric
utility stocks.
- These stocks may have higher yields because the issuers are out of favor.
There can be no assurance that the market factors that caused these relatively
low prices and high yields will not change.
- Dividends on these stocks may depend on rates that the utility companies may
charge, the demand for their services and their operating cost.
- Electric utilities face pressure to keep rates low, which may make it
difficult to recover investments in generating plant.
- Utilities generally are sensitive to costs and availability of fuel.
- Some electric utilities are subject to the risks of the nuclear industry.
- Restructuring has been taking place on a state-by-state basis with the most
significant activity occurring in regions with high electric rates. Several of
the plans have required utilities to sell generation facilities and reduce
customer rates in exchange for the opportunity to recoup unrecovered
investments and commitments no longer economically viable (stranded costs).
Although most restructuring activity has been generally constructive for
investors, uncertainty regarding rate cuts and allowable stranded costs still
exists in those states where competition has not been introduced.
- Utilities face risks inherent in diversification into other business lines or
6
<PAGE>
other countries. Some utilities have purchased utilities in foreign countries
or have invested in construction of generation outside the U.S., thereby
exposing them to political and currency risks.
LITIGATION AND LEGISLATION RISKS
Other than described below, we do not know of any pending litigation that might
have a material adverse effect upon the Portfolio.
The 1990 Clean Air Act limits emissions of sulfur dioxide and nitrogen oxides
and requires emissions and air quality monitoring. Most utilities are compliant
with the 1990 Act. In 1997, the Environmental Protection Agency revised
standards that will probably result in further limitations on small
particulate-related emissions. The EPA's revisions are being challenged in the
courts.
The new standards will have the largest impact on utilities with large
percentages of coal-fired generation. Additionally, several lawsuits have been
filed against coal burning utilities alleging that coal plant capacity upgrades
over the past several years have been improperly been classified as
"maintenance," to avoid environmental upgrades. Adverse decisions from fully
litigated cases could have a material adverse impact on companies involved.
While coal generators are believed to be favorably positioned for a competitive
market owing to low costs, these companies may experience a disadvantage
--particularly if states do not view future environmental costs as stranded and
include them in transition cost calculations. With coal accounting for more than
half the generation in the U.S., final expenditures to comply with the latest
standards could have a material impact on the industry.
Future tax legislation could affect the value of the Portfolio by:
- reducing the dividends-received deduction or
- increasing the corporate tax rate resulting in less money available for
dividend payments.
SELLING OR EXCHANGING UNITS
You can sell your units at any time for a price based on their net asset value.
Your net asset value is calculated each business day by:
- ADDING the value of the Portfolio Securities, cash and any other Portfolio
assets;
- SUBTRACTING accrued but unpaid Portfolio expenses, unreimbursed Trustee
advances, cash held to buy back units or for distribution to investors, and
any other Portfolio liabilities; and
- DIVIDING the result by the number of outstanding units.
Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the Portfolio.
As of the close of the initial offering period, the price you receive will be
reduced to pay the Portfolio's estimated organization costs.
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
7
<PAGE>
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, youcan 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.
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 Utility Portfolio if one is available.
If you hold your Units with one of the Sponsors and notify your financial
adviser by December 18, 2001, your units will be redeemed and certain
distributed securities
8
<PAGE>
plus the proceeds from the sale of the remaining distributed securities will be
reinvested in units of a new Utility Portfolio Series. 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
Utility 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 Utility Portfolio.
The Portfolio will terminate by January 22, 2002. However, the Sponsors may
extend the termination date for a period no longer than 30 days without notice
to Unit holders. 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 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 $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
9
<PAGE>
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, after deducting estimated annual Portfolio
expenses per unit, will depend primarily upon the amount of dividends declared
and paid by the issuers of the securities and changes in the expenses of the
Portfolio and, to a lesser degree, upon the level of purchases of additional
securities and sales of securities. There is no assurance that dividends on
the securities will continue at their current levels or be declared at all.
- Each unit receives an equal share of distributions of dividend income net of
estimated expenses. Each investor's monthly income distribution will equal
approximately one-twelfth of the investor's pro rata share of the estimated
annual income to the Income Account, after deducting 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.
10
<PAGE>
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, 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 (not including the creation and development fee) is 2.50%.
If you hold units in certain eligible accounts offered by the Sponsors, you will
pay no sales fee. Employees and non-employee directors of the Sponsors may be
charged a reduced sales fee of no less than $5.00 per 1,000 Units. If your
aggregate sales fee is less than the deferred sales fee, you will be given
additional units which will decrease the effective maximum sales fee to the
amount shown below.
The maximum sales fees is effectively reduced if you invest as follows:
<TABLE>
<CAPTION>
YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
-------------- ------------
<S> <C>
Less than $50,000 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 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 units for sale that we acquire in the secondary
market after reviewing:
- diversity of the Portfolio;
- size of the Portfolio relative to its original size;
- ratio of Portfolio expenses to income; and
- cost of maintaining a current prospectus.
11
<PAGE>
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 andin
"street name" by their broker, dealer or financial institution at the Depository
Trust Company.
TRUST INDENTURE
The Portfolio is a "unit investment trust" governed by a Trust Indenture, a
contract among the Sponsors and the Trustee, which sets forth their duties and
obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.
The Sponsors and the Trustee may amend the Indenture without your consent:
- to cure ambiguities;
- to correct or supplement any defective or inconsistent provision;
- to make any amendment required by any governmental agency; or
- to make other changes determined not to be materially adverse to your best
interest (as determined by the Sponsors).
Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Portfolio without your written consent.
The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
- it fails to perform its duties;
- it becomes incapable of acting or bankrupt or its affairs are taken over by
public authorities; or
- the Sponsors determine that its replacement is in your best interest.
Investors holding 51% of the units may remove the Trustee. The Trustee may
resign or be removed by the Sponsors without the consent of investors. The
resignation or removal of the Trustee becomes effective when a successor accepts
appointment. The Sponsors will try to appoint a successor promptly; however, if
no successor has accepted within 30 days after notice of resignation, the
resigning Trustee may petition a court to appoint a successor.
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one
12
<PAGE>
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 auditors, 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
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 shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
SPECIAL DEALER
<TABLE>
<S> <C>
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of
PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019
</TABLE>
TRUSTEE
The Chase Manhattan Bank, Unit Investment Trust 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
13
<PAGE>
date of collection. This annual 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 also may realize profits or
sustain losses on units they hold. The profit or loss from the Portfolio will
include the receipt of applicable sales charges, fluctuation in the price per
unit, a loss of $461.50 on the initial deposit of the securities 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.
Commercial banks and their securities broker subsidiaries that have agreements
with the Sponsors may make units available to their customers as their agents. A
portion of the sales charge will be retained or remitted to the banks.
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.
Any dealer who sells an aggregate of $700 million worth of primary market units
of Defined Asset Funds unit investment trusts during any calendar year may
qualify as a special dealer, and will be entitled to the dealer concession
stated below on units purchased during the calendar year immediately following
the year in which the dealer qualified as a special dealer. The Sponsors may
discontinue offering units with a special dealer concession at any time and
without notice.
<TABLE>
<CAPTION>
SPECIAL DEALER CONCESSION AS
A PERCENTAGE OF THE
AMOUNT PURCHASED PUBLIC OFFERING PRICE
---------------- ----------------------------
<S> <C>
Less than $50,000 2.475%
$50,000 to $99,999 2.225%
$100,000 to $249,999 1.725%
$250,000 to $999,999 1.475%
$1,000,000 and over 0.725%
</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.
14
<PAGE>
ADVERTISING AND SALES LITERATURE
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.
Advertising and sales literature may include brief descriptions of the principal
businesses of the companies represented in the Portfolio and the research
analysis of why they were selected.
Sales literature and articles may state research opinions on the economy,
countries and industry sectors and include a list of funds generally appropriate
for pursuing these recommendations.
TAXES
The following summary describes 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 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 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 December 18, 2001, you will recognize gain or loss only with
respect to your share
15
<PAGE>
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
Utility 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 Utility Portfolio.
If you elect to roll over your investment in the Portfolio, 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 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 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 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 from the portfolio which were not rolled over. You should not
increase your basis in your units by deferred sales charges or 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 for 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
16
<PAGE>
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 application of
federal, state and local, and foreign taxes.
RETIREMENT PLANS
You may wish to purchase units for an Individual Retirement Account ("IRAs") or
other retirement plan. Generally, capital gains and income received in each of
these plans are exempt from federal taxation. All distributions from these types
of plans are generally treated as ordinary income but may, in some cases, be
eligible for tax-deferred rollover treatment. You should consult your attorney
or tax adviser about the specific tax rules relating to these plans. These plans
are offered by brokerage firms, including the Sponsors of this Portfolio, and
other financial institutions. Fees and charges with respect to such plans may
vary.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Portfolio by
calling the Trustee. The supplemental information includes more detailed risk
disclosure and general information about the structure and operation of the
Portfolio. The supplemental information is also available from the SEC.
17
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Sponsors, Trustee and Holders of Equity Investor Fund, Utility Portfolio
2000 Series B, 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 December 6, 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 December 6,
2000 in conformity with accounting principles generally accepted in the United
States of America.
DELOITTE & TOUCHE LLP
New York, NY
December 6, 2000
STATEMENT OF CONDITION AS OF DECEMBER 6, 2000
TRUST PROPERTY
<TABLE>
<S> <C>
Investments--Contracts to purchase
Securities(1)................................... $ 301,289.40
-------------
Total........................................... $ 301,289.40
=============
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsors for organization
expenses(2)................................... $ 596.49
-------------
Subtotal........................................ 596.49
-------------
Interest of Holders of 304,332 Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)............................ $ 304,298.52
Gross underwriting commissions and organization
expenses(5)(2)................................ (3,605.61)
-------------
Subtotal........................................ 300,692.91
-------------
Total........................................... $ 301,289.40
=============
</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 December 5,
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 $301,750.90 and deposited with the Trustee. The amount of the letter
of credit includes $301,289.40 for the purchase of securities.
(2) A portion of the Public Offering Price consists of securities in an
amount sufficient to pay all or a portion of the costs incurred in establishing
the Portfolio. These organization costs have been estimated at $1.96 per 1,000
Units. If the actual organization costs exceed the estimated aggregate amount
shown above, the Sponsors will pay for this excess amount. 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 will be collected.
(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 public offering price computed on the basis of the value of
the underlying securities at 4:00 p.m., Eastern time on December 5, 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 April
1st and 15th, May 1st and 15th, and thereafter on the 1st day of each month
beginning June 1, 2001 through November 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.
18
<PAGE>
Defined
Asset Funds-Registered Trademark-
<TABLE>
<S> <C>
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most UTILITY PORTFOLIO 2000 SERIES B
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.
333-46716) 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.
100841RR--12/00
</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
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
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 INVESTOR FUND
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
SEC
SERIES NUMBER FILE NUMBER
------------- -----------
<S> <C>
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 Prospectus.
Additional Information not included in the Prospectus (Part II).
The following exhibits:
<TABLE>
<S> <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.
333-05683.
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 Partipication Series, Low
Five Portfolio, Defined Assets 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 Partipication Series, Low
Five Portfolio, Defined Assets 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 heading "How The Fund Works--Legal Opinion" in the
Prospectus.
5.1 -- Consent of independent auditors.
9.1 -- Information Supplement (incorporated by reference to Exhibit
9.1 to Post Effective Amendment No. 16 to the Registration
Statement of Equity Investor Fund, Second Exchange Series AT&T
Shares, Defined Asset Funds, 1933 Act File No. 2-87566).
</TABLE>
R-1
<PAGE>
SIGNATURES
The registrant hereby identifies the series number 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 6TH DAY OF
DECEMBER 2000.
SIGNATURES APPEAR ON PAGES 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 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 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
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
<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 GINA LEMON
(As authorized signatory for
Salomon Smith Barney Inc. 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>
RICHARD M. DeMARTINI
RAYMOND J. DROP
JAMES F. HIGGINS
JOHN J. MACK
DONALD G. KEMPF, JR.
MITCHELL M. MERIN
STEPHEN R. MILLER
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
By MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)
R-5
