<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 2, 2000
REGISTRATION NO. 333-47650
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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
CORE HOLDINGS PORTFOLIO 2000 SERIES C
DEFINED ASSET FUNDS
B. NAME OF DEPOSITOR:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICE:
<TABLE>
<S> <C> <C>
MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, NJ 08543-9051
</TABLE>
D. NAMES AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
<TABLE>
<CAPTION>
<S> <C> <C>
TERESA KONCICK, ESQ.
P.O. BOX 9051
PRINCETON, NJ 08543-9051
</TABLE>
<TABLE>
<S> <C> <C>
COPIES TO:
NORA M. JORDAN, ESQ.
450 LEXINGTON AVENUE
NEW YORK, NY 10017
</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 November 1, 2000, pursuant to Rule 487.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
DEFINED ASSET FUNDS-REGISTERED TRADEMARK-
----------------------------------------------------
EQUITY INVESTOR FUND
CORE HOLDINGS PORTFOLIO
2000 SERIES C
(A UNIT INVESTMENT TRUST)
- PROFESSIONAL SELECTION
- CAPITAL APPRECIATION
- OPTIONAL REINVESTMENT OF CASH DISTRIBUTION
-----------------------------------------------------
The Securities and Exchange Commission has not
SPONSOR: approved or disapproved these Securities or passed
MERRILL LYNCH, upon the adequacy of this prospectus. Any
PIERCE, FENNER & SMITH representation to the contrary is a criminal offense.
INCORPORATED Prospectus dated November 2, 2000.
<PAGE>
--------------------------------------------------------------------------------
Defined Asset Funds-Registered Trademark-
Defined Asset Funds-Registered Trademark- is America's oldest and largest family
of unit investment trusts, with over $160 billion sponsored over the last 28
years. Defined Asset Funds has been a leader in unit investment trust research
and product innovation. Our family of Funds helps investors work toward their
financial goals with a full range of quality investments, including municipal,
corporate and government bond portfolios, as well as domestic and international
equity portfolios.
Defined Asset Funds offer a number of advantages:
- A disciplined strategy of buying and holding with a long-term view is the
cornerstone of Defined Asset Funds.
- Fixed Portfolio: Defined Funds follow a buy and hold investment strategy;
funds are not managed and portfolio changes are limited.
- Defined Portfolios: We choose the stocks and bonds in advance, so you know
what you're investing in.
- Professional Research: Our dedicated research team seeks out stocks or
bonds appropriate for a particular fund's objectives.
- Ongoing Supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, risk tolerance or time horizon, there's
probably a Defined Asset Fund that suits your investment style. Your financial
professional can help you select a Defined Asset Fund that works best for your
investment portfolio.
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk/Return Summary............................... 3
What You Can Expect From Your Investment.......... 6
Income.......................................... 6
Records and Reports............................. 6
The Risks You Face................................ 6
Foreign Issuer Risk............................. 6
Litigation and Legislation Risks................ 7
Selling or Exchanging Units....................... 7
Sponsor's Secondary Market...................... 7
Selling Units to the Trustee.................... 7
Rollover/Exchange Option........................ 8
How The Fund Works................................ 9
Pricing......................................... 9
Evaluations..................................... 10
Income.......................................... 10
Expenses........................................ 10
Portfolio Changes............................... 11
Portfolio Termination........................... 11
No Certificates................................. 12
Trust Indenture................................. 12
Legal Opinion................................... 12
Auditors........................................ 12
Sponsor......................................... 13
Trustee......................................... 13
Underwriter's and Sponsor's 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 Auditors.................. 18
Statement of Condition.......................... 18
</TABLE>
2
<PAGE>
--------------------------------------------------------------------------------
RISK/RETURN SUMMARY
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
- The Portfolio seeks capital appreciation by investing in a fixed portfolio of
28 common stocks selected by the Merrill Lynch Global Research and Economics
Group.
You can participate in the Portfolio by purchasing units. Each unit
represents an equal share of the stocks in the Portfolio and receives an
equal share of any dividend income.
2. WHAT IS THE PORTFOLIO'S INVESTMENT STRATEGY?
- Merrill Lynch believes the 28 stocks in the Portfolio are most representative
of its long term (three to five years) investment themes.
We believe that the rapid pace of technological change, the "New Economy" and
adaptations by the "Old Economy" should contribute to further economic
growth. The Merrill Lynch Global Research and Economics Group, one of the
top-ranked equity research teams, has designed a portfolio that seeks to
capitalize on these phenomena, searching for companies exhibiting size
(industry leadership), scale (sufficient resources to take risks), global
exposure and strong management leadership, especially considering how they
are implementing new technologies to produce innovative business solutions
and taking advantage of change to spur growth.
- The following factors were considered when selecting the Portfolio stocks:
-- Merrill Lynch Research Rating;
-- Market Capitalization;
-- Above average growth;
-- Long-term industry issues;
-- Sustainability of competitive advantage;
-- Potential risks during the next 3-5 years.
We also looked for a long-term strategic advantage in each stock--an issuer's
readiness to take advantage of opportunity, strong management and focused
business strategies.
- Investment Professionals from Merrill Lynch's Defined Asset Funds Research
Group then reviewed the identified stocks for liquidity, marketing and other
factors, and made a final selection of the Portfolio.
- The Portfolio plans to hold the stocks for about one year. At the end of that
time you can choose to either redeem your investment, or roll your proceeds
into the next Portfolio if available, at a reduced sales charge.
- Each Core Holdings Portfolio is designed to be part of a longer term
strategy. We believe that more consistent results are likely if the Strategy
is followed for at least three to five years but you are not required to stay
with the Strategy or to roll over your investment. You can sell your units
any time.
3. WHAT INDUSTRIES ARE REPRESENTED IN THE PORTFOLIO?
Based upon the principal business of each issuer and current market values,
the Portfolio represents the following industries:
<TABLE>
<CAPTION>
APPROXIMATE
PORTFOLIO
PERCENTAGE
<S> <C>
-Technology 22%
-Telecommunications/Equipment 21
-Financial Services 14
-Oil and Gas Producers 11
-Retail 7
-Advertising 4
-Diversified Manufacturing Operations 4
-Electric Utility 4
-Medical/Drugs 4
-Audio/Video Products 3
-Electronics 3
-Multimedia 3
</TABLE>
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE PORTFOLIO. THIS CAN HAPPEN FOR VARIOUS
REASONS, INCLUDING:
- Stock prices can be volatile.
- Dividend rates on the stocks or share prices may decline during the life of
the Portfolio.
- The Portfolio may continue to purchase or hold the stocks originally selected
even though their market value may have changed.
- Current dividend income is not an objective of the Portfolio.
3
<PAGE>
--------------------------------------------------------------------------------
DEFINED PORTFOLIO
------------------------------------------------------------------------
Equity Investor Fund
Core Holdings 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. America Online, Inc.* AOL 3.70% $ 51.9000 $ 12,975.00
2. American International AIG 3.59 97.0625 12,618.13
Group, Inc.
3. Banco Santander Central STD 3.44 9.8125 12,069.38
Hispano, SA+
4. Burlington Resources, BR 3.83 38.3750 13,431.25
Inc.
5. Cisco Systems, Inc.* CSCO 3.56 52.1250 12,510.00
6. Citigroup, Inc. C 3.53 51.6875 12,405.00
7. EMC Corporation* EMC 3.63 91.0000 12,740.00
8. General Electric Company GE 3.57 54.4375 12,520.63
9. HSBC Holdings PLC+ HBC 3.55 73.3000 12,461.00
10. Hughes Electronics GMH 3.50 31.5000 12,285.00
Corporation*
11. JDS Uniphase Corporation* JDSU 3.58 78.5625 12,570.00
12. Kyocera Corporation+ KYO 3.41 132.8750 11,958.75
13. MedImmune, Inc.* MEDI 3.62 66.8594 12,703.28
14. Network Appliance, Inc.* NTAP 3.44 109.8125 12,079.38
</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 November 1, 2000, the business day prior to the initial
date of deposit. The value of the Securities on any subsequent business day
will vary.
+ The issuer is a foreign corporation; dividends, if any, may be subject to
withholding taxes.
* These stocks currently do not pay dividends.
----------------------------
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>
--------------------------------------------------------------------------------
DEFINED PORTFOLIO
------------------------------------------------------------------------
Equity Investor Fund
Core Holdings Portfolio 2000 Series C
Defined Asset Funds (Continued)
<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>
-----------------------------------------------------------------------------------------------------------
15. Nokia Corporation+ NOK 3.61% $ 43.6875 $ 12,669.38
16. Nortel Networks NT 3.51 44.0000 12,320.00
Corporation+
17. Omnicom Group, Inc. OMC 3.60 90.3125 12,643.75
18. Petroleo Brasileiro S.A.+ PEBPY 3.55 26.5000 12,455.00
19. ScottishPower PLC+ SPI 3.57 30.5625 12,530.63
20. SONY Corporation+ SNE 3.56 83.4375 12,515.63
21. Texas Instruments, Inc. TXN 3.33 46.7500 11,687.50
22. The Home Depot, Inc. HD 3.63 43.9375 12,741.88
23. The News Corporation NWS 3.46 41.8750 12,143.75
Limited+
24. Total Fina Elf+ TOT 3.76 73.3125 13,196.25
25. Verizon Communications VZ 3.49 55.7500 12,265.00
26. Vodafone AirTouch PLC+ VOD 3.45 40.3750 12,112.50
27. Walgreen Company WAG 3.50 43.9375 12,302.50
28. Yahoo! Inc.* YHOO 4.03 64.3594 14,159.06
------------- -------------
100.00% $ 351,069.63
============= =============
</TABLE>
----------------------------
The securities were acquired on October 31, 2000 and are represented entirely by
contracts to purchase the securities. The Sponsor may have acted as underwriter,
manager or co-manager of a public offering of the securities in this Portfolio
during the last three years. Affiliates of the Sponsor 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
the Sponsor may be an officer or director of one or more of the issuers of the
securities in the Portfolio. The 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. The 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>
--------------------------------------------------------------------------------
(CONTINUED)
- The Portfolio holds a significant number of foreign stocks. The risks
involved with ownership of foreign stocks are discussed later in this
prospectus under "Foreign Issuer Risk".
- The Portfolio does not reflect any investment recommendations of the Sponsor,
and any one or more of the stocks in the Portfolio may, from time to time, be
subject to sell recommendations from the Sponsor.
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want capital appreciation. You will benefit from a professionally
selected and supervised portfolio whose risk is reduced by investing in
equity securities of different issuers in a variety of industries.
The Portfolio is NOT appropriate for you if you are not comfortable with the
Strategy or are unwilling to take the risk involved with an equity
investment. It may not be appropriate for you if you are seeking preservation
of capital or current income.
6. WHAT ARE THE PORTFOLIO'S FEES AND EXPENSES?
This table shows the costs and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
Estimated Annual Operating Expenses
<TABLE>
<CAPTION>
AMOUNT
AS A % OF PER 1,000
NET ASSETS UNITS
---------- ---------
<S> <C> <C>
Trustee's Fee .091% $0.90
Portfolio Supervision,
Bookkeeping and
Administrative Fees .071% $0.70
Creation and Development Fee .250% $2.48
Other Operating Expenses .035% $0.35
-------- -----
TOTAL .447% $4.43
</TABLE>
The Creation and Development Fee (estimated at $.00248 per unit) compensates
the Sponsor 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) $2.03
</TABLE>
<TABLE>
<S> <C>
INVESTOR FEES
Maximum Sales Fee (Load) on new purchases (as a
percentage of $1,000 invested) 2.50%
</TABLE>
You will pay an up-front sales fee of approximately 1.00%, as well as a total
deferred sales fee of $15.00 ($1.50 per 1,000 units deducted from the
Portfolio's net asset value on February 15, 2001, and March 1, 2001, and
thereafter on the first of each month through November 1, 2001).
EXAMPLE
This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.
The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and sell all your units at the end of those periods. The example
also assumes a 5% return on your investment each year and that the
Portfolio's operating expenses stay the same. Although your actual costs may
be higher or lower, based on these assumptions your costs would be:
<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
$318 $772 $1,252 $2,576
</TABLE>
The aggregate fees and expenses when you invest in the Portfolio will not
exceed 6.25% of your public offering price.
7. IS THE PORTFOLIO MANAGED?
Unlike a mutual fund, the Portfolio is not managed and stocks are not sold
because of market changes. The Sponsor monitors the portfolio and may
instruct the Trustee to sell securities under certain limited circumstances.
However, given the investment philosophy of the Portfolio, the Sponsor is not
likely to do so.
4
<PAGE>
8. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from the Sponsor and other broker dealers. Some banks may
offer units for sale through special arrangements with the Sponsor, although
certain legal restrictions may apply.
<TABLE>
<S> <C>
UNIT PRICE PER 1,000 UNITS $999.89
(as of November 1, 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.
9. HOW DO I SELL UNITS?
You may sell your units at any time to the Sponsor or the Trustee for the net
asset value determined at the close of business on the date of sale, less any
remaining deferred sales fee and the costs of liquidating securities to meet
the redemption.
10. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays distributions of any dividend income, net of expenses, on the
25th of April and October, 2001, if you own 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 on 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. Foreign investors' shares of dividends will generally be subject
to withholding taxes.
11. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You may choose to reinvest your distributions into additional units of the
Portfolio. Unless you choose reinvestment, you will receive your
distributions in cash.
EXCHANGE PRIVILEGES
You may exchange units of this Portfolio for units of certain other Defined
Asset Funds. You may also exchange into this Portfolio from certain other
funds. We charge a reduced sales fee on designated exchanges.
5
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any income it has received twice during its life.
However, if on any 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 termination. These income payments will vary based upon the
amount of dividends declared and paid by each issuer. Other reasons your income
may vary are:
- changes in the Portfolio because of additional securities purchased or sold;
- a change in the Portfolio's expenses; and
- the amount of dividends declared and paid.
There can be no assurance that any dividends will be declared or paid.
RECORDS AND REPORTS
You will receive:
- a notice from the Trustee if new equity securities are deposited in exchange
or substitution for equity securities originally deposited;
- a final report on Portfolio activity; and
- annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE
AMOUNT OF INCOME RECEIVED DURING THE YEAR. PLEASE CONTACT YOUR TAX 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
FOREIGN ISSUER RISK
Investments in securities of foreign issuers involve risks that are different
from investments in securities of domestic issuers. They may include:
- political and economic developments;
- possibility of withholding taxes;
- exchange controls or other governmental restrictions on the payment of
dividends;
- conversion of local currency to U.S. dollars upon the sale of Portfolio
Securities;
- less publicly available information; and
- absence of uniform accounting, auditing and financial reporting standards,
practices and requirements.
AMERICAN DEPOSITARY SHARES AND RECEIPTS
American depositary shares and receipts are issued by an American bank or trust
company to evidence ownership of underlying common stock issued by a foreign
corporation and deposited in a depositary facility. The terms and conditions of
the depositary facility may result in less liquidity or lower market prices for
the ADRs than for the underlying shares. Certain of the Portfolio Securities
were purchased in ADR form in the United States.
6
<PAGE>
LIQUIDITY
Sales of foreign securities in United States securities markets are ordinarily
subject to severe restrictions and will generally be made only in foreign
securities markets.
You should know that:
- securities may be traded in foreign countries where the securities markets are
not as developed or efficient and may not be as liquid as those in the United
States.
- a foreign market's liquidity might become impaired as a result of economic or
political turmoil, or if relations between the United States and such foreign
country deteriorate markedly; and
- the principal trading market for the Portfolio Securities, even if otherwise
listed, may be the over-the-counter market in which liquidity will depend on
whether dealers will make a market in the Portfolio Securities.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Portfolio.
Future tax legislation could affect the value of the Portfolio by:
- reducing the dividends-received deduction or
- increasing the corporate tax rate resulting in less money available for
dividend payments.
SELLING OR EXCHANGING UNITS
You can sell your units at any time for a price based on their net asset value.
Your net asset value is calculated each business day by:
- ADDING the value of the Portfolio Securities, cash and any other Portfolio
assets;
- SUBTRACTING accrued but unpaid Portfolio expenses, unreimbursed Trustee
advances, cash held to buy back units or for distribution to investors, and
any other Portfolio liabilities; and
- DIVIDING the result by the number of outstanding units.
Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the Portfolio.
As of the close of the initial offering period, the price you receive will be
reduced to pay the Portfolio's estimated organization costs.
If you sell your units before the final deferred sales fee installment, the
amount of any remaining payments will be deducted from your proceeds.
SPONSOR'S SECONDARY MARKET
While we are not obligated to do so, we will buy back units at net asset value
less any remaining deferred sales fee and the cost of liquidating Securities to
meet the redemption. We may resell the units to other buyers or to the Trustee.
We have maintained a secondary market continuously for more than 28 years, but
we could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
7
<PAGE>
the Trustee at any time by contacting your broker, dealer or financial
institution that holds your units in street name. Sometimes, additional
documents are needed such as a trust document, certificate of corporate
authority, certificate of death or appointment as executor, administrator or
guardian.
Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee may 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 Sponsor 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 Core Holdings Portfolio if one is available.
If you hold your units with the Sponsor and notify your financial adviser by
December 11, 2001, your units will be redeemed and certain distributed
securities plus the proceeds from the sale of the remaining distributed
securities will be reinvested in units of a new Core Holdings Portfolio. If you
decide not to roll over your proceeds, you will receive a cash distribution (or,
if you so choose, an in-kind distribution) after the Portfolio terminates.
If you do not elect the rollover option by the above notification date, but
later inform your financial professional that you want to invest in the next
Core Holdings Portfolio, you will recognize gain, if any, with respect to your
pro rata share of each security in
8
<PAGE>
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 Core Holdings Portfolio.
The Portfolio will terminate by January 15, 2002. However, the Sponsor 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 fund 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
and is accrued in ten installments. Units redeemed or repurchased prior to the
accrual of the final deferred sales fee installment will have the amount of any
remaining installments deducted from the redemption or repurchase proceeds or
deducted in calculating an in-kind distribution, however, this deduction will be
waived in the event of the death or disability (as defined in the Internal
Revenue Code of 1986) of an investor. The initial sales fee is equal to the
aggregate sales fee less the aggregate amount of any remaining installments of
the deferred sales fee.
It is anticipated that securities will not be sold to pay the deferred sales fee
until after the date of the last installment. Investors will be at risk for
market price fluctuations in the securities from the several installment accrual
dates to the dates of actual sale of securities to satisfy this liability.
9
<PAGE>
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 or paid.
- Each unit receives an equal share of distributions of dividend income net of
estimated expenses. Because dividends on the securities are not received at a
constant rate throughout the year, any distribution may be more or less than
the amount then credited to the income account. The Trustee credits dividends-
received to an Income Account and other receipts to a Capital Account. The
Trustee may establish a reserve account by withdrawing from these accounts
amounts it considers appropriate to pay any material liability. These accounts
do not bear interest.
EXPENSES
The Trustee is paid a fee monthly. It also benefits when it holds cash for the
Portfolio in non-interest bearing accounts. The Trustee may also receive
additional amounts:
- for extraordinary services and costs of indemnifying the Trustee and the
Sponsor;
- 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 Sponsor is 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 Sponsor.
The Sponsor will receive a Creation and Development Fee of .25% of the
Portfolio's average daily net asset value through the date of collection. This
fee, which has historically been included in the gross sales fee, compensates
the Sponsor for the
10
<PAGE>
creation and development of the Portfolio, including determination of the
Portfolio's objective and policies and portfolio composition and size, selection
of service providers and information services. No portion of the Creation and
Development Fee is applied to the payment of distribution expenses or as
compensation for sales efforts.
The Trustee's and Sponsor's fees may be adjusted for inflation without
investors' approval.
The maximum sales fee is 2.50%. If you hold units in certain eligible accounts
offered by the Sponsor, you will pay no sales fee. Employees and non-employee
directors of the Sponsor may be charged a reduced sales fee of no less than
$5.00 per 1,000 units. If your aggregate sales fee is less than the deferred
sales fee, you will be given additional units which will decrease the effective
maximum sales fee to the amount shown below.
The maximum sales fee is effectively reduced if you invest as follows:
<TABLE>
<CAPTION>
YOUR MAXIMUM SALES
IF YOU INVEST: FEE WILL BE:
-------------- ------------------
<S> <C>
Less than $50,000 2.50%
$50,000 to $99,999 2.25%
$100,000 to $249,999 1.75%
$250,000 to $999,999 1.50%
$1,000,000 or more 0.75%
</TABLE>
The deferred sales fees you owe are paid from the Capital Account. Although we
may collect the deferred sales charge monthly, to keep Units more fully invested
we do not currently plan to pay the deferred sales charge until after the
rollover notification date.
The Sponsor will pay advertising and selling expenses at no charge to the
Portfolio. If Portfolio expenses exceed initial estimates, the Portfolio will
owe the excess. The Trustee has a lien on Portfolio assets to secure
reimbursement of Portfolio expenses and may sell securities if cash is not
available.
PORTFOLIO CHANGES
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which will affect the
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 the Portfolio is buying or selling a stock actively traded on a national
securities exchange or certain foreign exchanges, it may buy from or sell to
another Defined Asset Fund at the stock's closing sale price (without any
brokerage commissions).
PORTFOLIO TERMINATION
When the Portfolio is about to terminate you will receive a notice, and you will
be unable to sell your units after that time. Unless you choose to receive an
in-kind distribution of securities, we will sell any remaining securities, and
you will receive your final distribution in cash.
11
<PAGE>
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 between the Sponsor 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 Sponsor 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 Sponsor. The Sponsor 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 Sponsor determines 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 Sponsor without the consent of investors. The
resignation or removal of the Trustee becomes effective when a successor accepts
appointment. The Sponsor 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.
If the Sponsor 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.
The Trust Indenture contains customary provisions limiting the liability of the
Trustee and the Sponsor.
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,
12
<PAGE>
independent accountants, audited the Statement of Condition included in this
prospectus.
SPONSOR
The Sponsor is:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
The Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer the
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
TRUSTEE
The Bank of New York, Unit Investment Trust Department, Box 974, Wall Street
Station, New York, NY 10268-0974 is the Trustee. It is supervised by the Federal
Deposit Insurance Corporation, the Board of Governors of the Federal Reserve
System and New York State banking authorities.
UNDERWRITER'S AND SPONSOR'S PROFITS
Underwriters receive sales charges when they sell units. Any cash made available
by you to the Sponsor before the settlement date for those units may be used in
the Sponsor's businesses to the extent permitted by federal law and may benefit
the Sponsor.
The 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 Sponsor will receive a Creation and Development Fee of .25% of 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 Sponsor
for the creation and development of the Portfolio, including determination of
the Portfolio's objective and policies and portfolio composition and size,
selection of service providers and information services. No portion of the
Creation and Development Fee is applied to the payment of distribution expenses
or as compensation for sales efforts.
During the initial offering period, the Sponsor may realize profits or sustain
losses on units they hold due to fluctuations in the price per unit. The Sponsor
experienced a loss of $2,444.27 on the initial deposit of the securities. Any
profit or loss to the Portfolio will be effected by the receipt of applicable
sales charges and a gain or loss on subsequent deposits of Securities. In
maintaining a secondary market, the Sponsor 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 Sponsor 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.
<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 Sponsor does 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 Sponsor have each adopted a code of ethics requiring
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 would be material to the Portfolio as a whole.
ADVERTISING AND SALES LITERATURE
Sales material may discuss developing a long-term financial plan, working with
your financial professional; the nature and risks 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.
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
14
<PAGE>
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,
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 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 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 11, 2001, you will recognize gain or loss only with
respect to your share of those Securities that are not rolled over into a 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
Core Holdings 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
15
<PAGE>
your pro rata share of the next Stocks for the Core Holdings Portfolio.
If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain or loss from the Portfolio will be long-term if you are considered
to have held your investment that produces the gain or loss for more than one
year and short-term otherwise. Because the deductibility of capital losses is
subject to limitations, you may not be able to 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 from the sale of Securities from the portfolio that
were not rolled over (other than proceeds that were paid to you). You should not
increase your basis in your units by deferred sales charges, organizational
expenses, or by any portion of the Creation and Development Fee. The tax
reporting form and annual statements you receive will be based on the net
amounts paid to you, from which these expenses will already have been deducted.
Your basis 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 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
16
<PAGE>
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 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.
17
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Sponsor, Trustee and Holders of Equity Investor Fund, Core Holdings
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 November 2, 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 November 2,
2000 in conformity with accounting principles generally accepted in the United
States of America.
DELOITTE & TOUCHE LLP
New York, NY
November 2, 2000
STATEMENT OF CONDITION AS OF NOVEMBER 2, 2000
TRUST PROPERTY
<TABLE>
<S> <C>
Investments--Contracts to purchase
Securities(1)..................................... $ 351,069.63
-------------
Total........................................... $ 351,069.63
=============
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsor for organization
expenses(2)..................................... $ 719.87
-------------
Subtotal........................................ 719.87
-------------
Interest of Holders of 354,615 Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)............................ $ 354,575.99
Gross underwriting commissions and organization
expenses(5)(2).................................. (4,226.23)
-------------
Subtotal........................................ 350,349.76
-------------
Total........................................... $ 351,069.63
=============
</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 November
1, 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 $353,513.90 and deposited with the Trustee. The
amount of the letter of credit includes $351,069.63 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 $2.03 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 Sponsor will
pay for the excess amount.
(3) Because the value of securities at the evaluation time on the Initial Date
of Deposit may differ from the amounts shown in this statement of
condition, the number of Units offered on the Initial Date of Deposit will
be adjusted to maintain the $999.89 per 1,000 Units offering price only for
that day. The Unit Price on any subsequent business day will vary.
(4) Aggregate public offering price computed on the basis of the value of the
underlying securities at 4:00 p.m., Eastern time on November 1, 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
February 15, 2001, March 1st, 2001, and thereafter on the 1st day of each
month through November 1st, 2001. 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. If units are redeemed
prior to December 11, 2001, the remaining portion of the distribution
applicable to such units will be transferred to such account on the
redemption date.
18
<PAGE>
Defined
Asset Funds-Registered Trademark-
<TABLE>
<S> <C>
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most CORE HOLDINGS 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 Bank of New York investment company filed with the
1-800-221-7771 Securities and Exchange Commission in
Washington, D.C. under the:
- Securities Act of 1933 (file no.
333-47650) 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.
100832RR--11/00
</TABLE>
<PAGE>
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
<TABLE>
<S> <C> <C>
A. The following information relating to the Depositor is incorporated by reference to the SEC filings
indicated and made a part of this Registration Statement.
</TABLE>
I. Bonding arrangements of the Depositor are incorporated by reference to Item
A of Part II to the Registration Statement on Form S-6 under the Securities Act
of 1933 for Municipal Investment Trust Fund, Monthly Payment Series--573 Defined
Asset Funds (Reg. No. 333-08241).
II. The date of organization of the Depositor is set forth in Item B of Part II
to the Registration Statement on Form S-6 under the Securities Act of 1933 for
Municipal Investment Trust Fund, Monthly Payment Series--573 Defined Asset Funds
(Reg. No. 333-08241) and is herein incorporated by reference thereto.
III. The Charter and By-Laws of the Depositor are incorporated herein by
reference to Exhibits 1.3 through 1.12 to the Registration Statement on Form S-6
under the Securities Act of 1933 for Municipal Investment Trust Fund, Monthly
Payment Series--573 Defined Asset Funds (Reg. No. 333-08241).
IV. Information as to Officers and Directors of the Depositor has been filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934 and is incorporated by reference to the SEC
filings indicated and made a part of this Registration Statement:
<TABLE>
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 8-7221
</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
The Bank of New York, Trustee............................... 13-4941102
</TABLE>
UNDERTAKING
The Sponsor undertakes that it will not make any amendment to the Supplement to
this Registration Statement which includes material changes without submitting
the amendment for Staff review prior to distribution.
II-1
<PAGE>
SERIES OF EQUITY INCOME FUND AND EQUITY INVESTOR FUND
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
SEC
SERIES NUMBER FILE NUMBER
------------- -----------
<S> <C>
Equity Investor Fund, Select S&P Industrial Portfolio--1998
Series H.................................................... 333-64577
"MERIT" 1987 Series (The Merrill Equity Research Investment
Trust)...................................................... 33-10989
</TABLE>
CONTENTS OF REGISTRATION STATEMENT
The Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The following exhibits:
<TABLE>
<S> <C> <C>
1.1 -- Form of Trust Indenture (incorporated by reference to Exhibit 1.1
to the Registration Statement of Equity Income Fund, Select S&P
Industrial Portfolio 1997 Series A. 1933 Act File No. 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 Pay-
ment Series, 1933 Act File No. 2-90925).
1.11.1 -- Merrill Lynch Code of Ethics (incorporated by reference to
Exhibit 1.11.1 to Post-Effective Amendment No. 2 to the
Registration Statement of Equity Participation Series, Low Five
Portfolio, Defined Asset Funds, 1933 Act File No. 333-05685).
1.11.2 -- Equity Investor Fund Code of Ethics (incorporated by reference to
Exhibit 1.11.2 to Post-Effective Amendment No. 2 to the
Registration Statement of Equity Participation Series, Low Five
Portfolio, Defined Asset Funds, 1933 Act File No. 333-05685).
3.1 -- Opinion of counsel as to the legality of the securities being
issued including their consent to the use of their names under
the 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 Investor Fund, Select Ten
Portfolio 1999 International Series A (United Kingdom Portfolio),
1933 Act File No. 333-70593).
</TABLE>
R-1
<PAGE>
SIGNATURE
The registrant hereby identifies the series numbers of Equity Income Fund and
Equity Investor Fund listed on page R-1 for the purposes of the representations
required by Rule 487 and represents the following:
1) That the portfolio securities deposited in the series as to which this
registration statement is being filed do not differ materially in type or
quality from those deposited in such previous series;
2) That, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential information for, the
series with respect to which this registration statement is being filed,
this registration statement does not contain disclosures that differ in
any material respect from those contained in the registration statements
for such previous series as to which the effective date was determined by
the Commission or the staff; and
3) That it has complied with Rule 460 under the Securities Act of 1933.
SIGNATURES
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 2ND DAY OF
NOVEMBER 2000.
SIGNATURES APPEAR ON PAGE R-3.
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.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
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<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
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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)
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