<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 2000
REGISTRATION NO. 333-49362
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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:
MUNICIPAL INVESTMENT TRUST FUND
INTERMEDIATE TERM SERIES 415
DEFINED ASSET FUNDS
B. NAME OF DEPOSITOR:
MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
SALOMON SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
<TABLE>
<S> <C>
MERRILL LYNCH, PIERCE, PAINEWEBBER INCORPORATED
FENNER & 1285 AVENUE OF THE
SMITH INCORPORATED AMERICAS
UNIT INVESTMENT TRUST NEW YORK, NY 10019
DIVISION
P.O. BOX 9051
PRINCETON, NJ 08543-9051
SALOMON SMITH BARNEY INC. DEAN WITTER REYNOLDS INC.
388 GREENWICH TWO WORLD TRADE
STREET--23RD FLOOR CENTER--59TH FLOOR
NEW YORK, NY 10013 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 ROBERT E. HOLLEY
1200 HARBOR BLVD.
WEEHAWKEN, NJ 07087
COPIES TO:
MICHAEL KOCHMANN NORA M. JORDAN, ESQ. DOUGLAS LOWE, ESQ.
388 GREENWICH STREET 450 LEXINGTON AVENUE DEAN WITTER REYNOLDS INC.
NEW YORK, NY 10013 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 will become
effective upon filing on November 28, 2000, pursuant to Rule 487.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
DEFINED ASSET FUNDS-REGISTERED TRADEMARK-
----------------------------------------------------
MUNICIPAL INVESTMENT TRUST FUND
INTERMEDIATE TERM SERIES--415
(A UNIT INVESTMENT TRUST)
- PORTFOLIO OF INTERMEDIATE-TERM MUNICIPAL BONDS
- DESIGNED TO BE FREE OF REGULAR FEDERAL INCOME TAX
- DISTRIBUTIONS TWICE A YEAR
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 November 28, 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:
- Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
funds are not managed and portfolio changes are limited.
- Preselected 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, tolerance for risk 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 and Portfolio................. 3
What You Can Expect From Your Investment.......... 7
Income Twice A Year............................. 7
Return Figures.................................. 7
Records and Reports............................. 7
The Risks You Face................................ 8
Interest Rate Risk.............................. 8
Call Risk....................................... 8
Reduced Diversification Risk.................... 8
Liquidity Risk.................................. 8
Bond Quality Risk............................... 8
Insurance Related Risk.......................... 8
Concentration Risk.............................. 9
Litigation and Legislation Risks................ 9
Selling or Exchanging Units....................... 9
Sponsors' Secondary Market...................... 10
Selling Units to the Trustee.................... 10
Exchange Option................................. 11
How The Fund Works................................ 11
Pricing......................................... 11
Evaluations..................................... 11
Income.......................................... 12
Expenses........................................ 12
Portfolio Changes............................... 13`
Fund Termination................................ 13
Certificates.................................... 13
Trust Indenture................................. 13
Legal Opinion................................... 14
Auditors........................................ 14
Sponsors........................................ 14
Trustee......................................... 15
Underwriters' and Sponsors' Profits............. 15
Public Distribution............................. 15
Code of Ethics.................................. 16
Advertising and Sales Material.................. 16
Taxes............................................. 16
Supplemental Information.......................... 18
Financial Statements.............................. 19
Report of Independent Accountants............... 19
Statement of Condition.......................... 19
</TABLE>
2
<PAGE>
--------------------------------------------------------------------------------
RISK/RETURN SUMMARY
1. WHAT IS THE FUND'S OBJECTIVE?
The Fund seeks interest income that is exempt from regular federal income
taxes by investing in a fixed portfolio consisting primarily of municipal
revenue bonds with an estimated average life of ten years.
2. WHAT ARE MUNICIPAL REVENUE BONDS?
Municipal revenue bonds are bonds issued by states, municipalities and public
authorities to finance the cost of buying, building or improving various
projects intended to generate revenue, such as airports, health care
facilities, housing and municipal electric, water and sewer utilities.
Generally, payments on these bonds depend solely on the revenues generated by
the projects, excise taxes or state appropriations, and are not backed by the
government's taxing power.
3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
- The Fund plans to hold to maturity 15 intermediate-term tax-exempt municipal
bonds with an aggregate face amount of $8,000,000, and some short-term bonds
reserved to pay the deferred sales charge. The Fund is a unit investment
trust which means that, unlike a mutual fund, the Fund's portfolio is not
managed.
- The bonds are rated A or better by Standard & Poor's, Moody's or Fitch or in
the opinion of the agent for the Sponsors have similar credit quality to
other bonds in the Portfolio.
- 30% of the bonds are insured by AAA-rated insurance companies.
- 10% of the bonds are backed by bank letters of credit. Insurance and Letter
of Credit guarantees timely payments of principal and interest on the bonds
(but not Fund units or the market value of the bonds before they mature).
The Portfolio consists of municipal bonds of the following types:
<TABLE>
<CAPTION>
APPROXIMATE
PORTFOLIO
PERCENTAGE
<S> <C>
-Airports/Ports/Highways 28%
-Financial Institutions 1%
-General Obligation 1%
-Hospitals/Health Care 27%
-Housing 24%
-Industrial Development Revenue 9%
-Lease Rental 10%
</TABLE>
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN HAPPEN FOR VARIOUS
REASONS, INCLUDING:
- Rising interest rates, an issuer's worsening financial condition or a drop in
bond ratings can reduce the price of your units.
- Because this fund is concentrated in airport/ port/highway and
hospital/health care bonds, adverse developments in these economic sectors
may affect the value of your units. These risks are discussed later in this
prospectus under Concentration Risk.
- Assuming no changes in interest rates, when you sell your units, they will
generally be worth less than your cost because your cost included a sales
fee.
- The Fund will receive early returns of principal if bonds are called or sold
before they mature. If this happens your income will decline and you may not
be able to reinvest the money you receive at as high a yield or as long a
maturity.
5. IS THIS FUND APPROPRIATE FOR YOU?
Yes, if you want regular income free from regular federal income tax. You
will benefit from a professionally selected and supervised portfolio whose
risk is reduced by investing in bonds of several different issuers.
The Fund is NOT appropriate for you if you want a speculative investment that
changes to take advantage of market movements, if you do not want a
tax-advantaged investment, if you are subject to AMT or if you cannot
tolerate any risk.
3
<PAGE>
--------------------------------------------------------------------------------
DEFINED PORTFOLIO
------------------------------------------------------------------------
Intermediate Term Series--415
<TABLE>
<CAPTION>
RATING COST
PORTFOLIO TITLE COUPON MATURITY (1) OF ISSUES (2) TO FUND (3)
<C> <S> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------
AIRPORT/PORT/HIGHWAY (28%):
1. $880,000 Horry County, 4.625% 7/1/10 AAA $ 861,608.00
SC, Arpt. Rev. Rfdg.
Bonds, Ser. 2000 (FSA
Ins.)(5)
2. $80,000 City of Houston, 4.50 7/1/10 AAA 74,659.20
TX, Arpt. Sys., Sub. Lien
Rev. Bonds, Ser. 1998 B
(FGIC Ins.)(5)
3. $800,000 New Jersey 5.250 6/15/10 AA 830,400.00
Trans. Trust Fund Auth.,
Trans. Sys. Bonds, Ser.
1998 A
4. $565,000 Regional Trans. 5.50 6/1/10 AAA 592,713.25
Auth., Ill., G.O. Rfdg.
Bonds, Ser. 1997 (FGIC
Ins.)
FINANCIAL INSTITUTIONS (1%):
5. $35,000 City of 4.60 9/15/01 A++ 35,052.15
Oconomowoc, WI, Indl.
Dev. Rev. Bonds (CL & D
Graphics, Inc. Proj.),
Ser. 1999 (M&I Marshall
Ilsley Bank-Letter of
Credit)(4)(5)
GENERAL OBLIGATION (1%):
6. $55,000 New York City, 3.25 11/1/10 A 47,733.95
G.O. Bonds, Ser. 1973
HOSPITALS/HEALTH CARE (27%):
7. $450,000 Charleston 4.375 8/15/10 AAA 418,671.00
Cnty., SC, Rev. Bonds
(CareAlliance Hlth.
Svcs.), Ser. 1999 A (FSA
Ins.)
8. $125,000 The Hlth., 4.90 6/1/10 A- 114,293.75
Educl. and Hsg. Fac. Bd.
of the City of
Chattanooga, TN, Hosp.
Imp. and Rfdg. Rev. Bonds
(Siskin Hosp. for
Physical Rehab., Inc.
Proj.), Ser. 1998
9. $800,000 Illinois Health 6.00 11/15/10 AA 836,600.00
Fac. Auth., Rev. Bonds
(Advocate Health Care
Network), Ser. 2000
10. $800,000 Kentucky Econ. 6.125 10/1/10 A-(f) 801,384.00
Dev. Fin. Auth., Hlth.
Sys. Rev. Bonds (Norton
Healthcare, Inc.), Ser.
2000 A (MBIA Ins.)
11. 10,000 New Jersey Hlth. 4.50 7/1/03 AAA 10,000.00
Care Fac. Fin. Auth.,
Rev. and Rfdg. Bonds,
Muhlenberg Regl. Med.
Ctr. Issue, Ser. 2000
(AMBAC)(4)
</TABLE>
----------------------------
(1) Some bonds may be subject to call provisions under extraordinary
circumstances.
(2) All ratings are by Standard & Poor's Ratings Group unless followed by
"(m)", which indicates a Moody's Investors Service rating "+" indicates a
rating of the bank issuing the letter of credit. Ratings A through AAA
indicate good to highest quality bonds with a strong to very strong
capacity to pay interest and repay principal.
----------------------------
PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY
PROSPECTUS
FOR A FUTURE FUND IN THIS SERIES, THE PORTFOLIO WILL CONTAIN
DIFFERENT
BONDS FROM THOSE DESCRIBED ABOVE.
<PAGE>
--------------------------------------------------------------------------------
DEFINED PORTFOLIO
------------------------------------------------------------------------
Intermediate Term Series--415 (Continued)
<TABLE>
<CAPTION>
RATING COST
PORTFOLIO TITLE COUPON MATURITY (1) OF ISSUES (2) TO FUND (3)
<C> <S> <C> <C> <C> <C>
----------------------------------------------------------------------------------------
HOUSING (24%):
12. $700,000 Niagara Falls 5.15% 10/1/10 A2(m) $ 694,617.00
Hsg. Dev. Corp. Mtge.
Rev. Rfdg. Bonds (Niagara
Towers Apts. Sec. 8
Asstd. Elderly Hsg.
Proj.), Ser. 1998 A
13. $850,000 Nebraska 5.15 9/1/10 AAA 853,162.00
Investment Fin. Auth.,
Single Family Hsg. Rev.
Bonds Ser. 2000 E(5)
14. $85,000 Washington State 4.65 12/1/02 AAA(m) 85,000.00
Hsg. Fin. Comm., Single
Family Prog. Bonds, Ser.
2000 4A(4)(5)
15. $335,000 Washington State 5.20 12/1/10 AAA(m) 336,242.85
Hsg. Fin. Comm., Single
Family Prog. Bonds Ser.
2000 4A(5)
INDUSTRIAL DEVELOPMENT REVENUE (9%):
16. $755,000 County of Wood, 7.125 6/1/10 AA+ 804,603.50
OH, Indl. Dev. Rev. Bonds
(Schutz Container Sys.,
Inc. Proj.), Ser. 1990 B
(Bayerische Hypo Verenis
Bank-Letter of
Credit)(5)(6)
LEASE RENTAL (10%):
17. $450,000 Arkansas Dev. 5.30 11/1/10 A 452,871.00
Fin. Auth., Econ. Dev.
Rev. Bonds (ADFA Guaranty
Prog.), Ser. 2000 A(5)
18. $355,000 South Bend 5.00 8/1/10 AA 356,324.15
Redev. Auth., Lease
Rental Rev. Rfdg. Bonds
(College Football Hall of
Fame Proj.), Ser. 2000
--------- --------------
100.00% $ 8,205,935.80
========= ==============
</TABLE>
----------------------------
(3) Approximately 71% of the bonds were deposited at a premium, 1% at par and
28% at a discount from par. Sponsors' profit on deposit was $72,748.05.
(4) The interest and principal on these bond will be used to pay the deferred
sales charge obligations of the investors, and these amounts are not
included in the calculation of Estimated Current and Long Term Returns.
(5) These bonds are subject to Alternative Minimum Tax.
(6) The stated maturity date of the bond Number 16 is June 1, 2013, however,
the Trustee is required to cause it to be repurchased or redeemed at par on
the date shown unless the Trustee is able to sell at a higher price before
it is required to be repurchased or redeemed.
----------------------------
PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY
PROSPECTUS
FOR A FUTURE FUND IN THIS SERIES, THE PORTFOLIO WILL CONTAIN
DIFFERENT
BONDS FROM THOSE DESCRIBED ABOVE.
<PAGE>
--------------------------------------------------------------------------------
RISK/RETURN SUMMARY (CONTINUED)
DEFINING YOUR INCOME
AND ESTIMATING YOUR RETURN
<TABLE>
<S> <C>
WHAT YOU MAY EXPECT
FIRST PAYMENT PER 1,000 UNITS (12/25/00) $1.73
REGULAR MONTHLY INCOME PER 1,000 UNITS
BEGINNING 1/25/01): $4.33
ANNUAL INCOME PER 1,000 UNITS: $51.98
RECORD DAY: 10TH DAY OF EACH MONTH
THESE FIGURES ARE ESTIMATES ON THE BUSINESS DAY BEFORE THE
INITIAL DATE OF DEPOSIT; ACTUAL PAYMENTS MAY VARY.
ESTIMATED CURRENT RETURN 5.01%
ESTIMATED LONG TERM RETURN 4.82%
THESE RETURNS WILL VARY (SEE PAGE 7)
</TABLE>
6. WHAT ARE THE FUND'S FEES AND EXPENSES?
This table shows the costs and expenses you may pay, directly or indirectly,
when you invest in the Fund.
<TABLE>
<S> <C>
INVESTOR FEES
Maximum Sales Fee (Load) on new purchases (as a
percentage of $1,000 invested) 2.75%
</TABLE>
You will pay an up-front sales fee of 1.00%, as well as a total deferred
sales fee of $17.50 per 1,000 units over a two-year period ($2.19 per 1,000
units quarterly in the first six quarters and $2.18 per 1,000 units quarterly
in the next two quarters). Employees of some of the Sponsors and their
affiliates may be charged a reduced sales fee of no less than $5.00 per 1,000
Units.
The maximum sales fee is reduced if you invest at least $100,000, as follows:
<TABLE>
<CAPTION>
YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
-------------- ------------
<S> <C>
Less than $100,000 2.75%
$100,000 to $249,999 2.50%
$250,000 to $499,999 2.25%
$500,000 to $999,999 2.00%
$1,000,000 and over 1.75%
Maximum Exchange Fee 1.75%
</TABLE>
ESTIMATED ANNUAL FUND OPERATING EXPENSES
<TABLE>
<CAPTION>
AS A % OF AMOUNT
$1,000 PER 1,000
INVESTED UNITS
--------- ---------
<S> <C> <C>
Trustee's Fee .071% $0.71
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses) .055% $0.55
Evaluator's Fee .016% $0.16
Other Operating Expenses .046% $0.46
------- -----
TOTAL .188% $1.88
</TABLE>
<TABLE>
<CAPTION>
AMOUNT
PER 1,000
UNITS
---------
<S> <C>
ORGANIZATION COSTS (deducted from Fund assets at
the close of the initial offering period) $2.00
</TABLE>
EXAMPLE
This example may help you compare the cost of investing in the Fund to the
cost of investing in other funds.
The example assumes that you invest $10,000 in the Fund 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 Fund'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
$314 $353 $397 $526
</TABLE>
You will pay the following expenses if you do not sell your units:
<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
$226 $353 $397 $526
</TABLE>
7. HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE OF PRIOR INTERMEDIATE SERIES,
WHICH HAD THE SAME INVESTMENT OBJECTIVES, STRATEGIES AND TYPES OF BONDS AS
THIS FUND. These prior Intermediate Series were offered after 1987 and were
outstanding on September 30, 2000. OF COURSE, PAST PERFORMANCE OF PRIOR
SERIES IS NO GUARANTEE OF FUTURE RESULTS OF THIS FUND.
AVERAGE ANNUAL COMPOUND TOTAL RETURNS
FOR PRIOR SERIES
REFLECTING ALL EXPENSES. FOR PERIODS ENDED 9/30/00.
<TABLE>
<CAPTION>
WITH SALES FEE NO SALES FEE
1 YEAR 5 YEARS 10 YEARS 1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------------------------
High 7.02% 5.05% 5.98% 7.42% 5.82% 6.49%
Average 3.37 4.32 5.78 5.35 5.12 6.29
Low 0.77 2.70 5.45 2.83 3.34 5.95
--------------------------------------------------------------------------------------------------------------------
Average
Sales fee 1.73% 3.97% 4.99%
--------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: ALL RETURNS REPRESENT CHANGES IN UNIT PRICE WITH DISTRIBUTIONS REINVESTED
INTO THE MUNICIPAL FUND INVESTMENT ACCUMULATION PROGRAM.
8. IS THE FUND MANAGED?
Unlike a mutual fund, the Fund is not managed and bonds are not sold because
of
4
<PAGE>
market changes. Rather, experienced Defined Asset Funds financial analysts
regularly review the bonds in the Fund. The Fund may sell a bond if certain
adverse credit or other conditions exist.
9. HOW DO I BUY UNITS?
You can buy units from any of the Sponsors and other broker-dealers. The
Sponsors are listed later in this prospectus. Some banks may offer units for
sale through special arrangements with the Sponsors, although certain legal
restrictions may apply.
The minimum investment is $250.
<TABLE>
<S> <C>
UNIT PRICE PER 1,000 UNITS $1,037.63
(as of November 27, 2000)
</TABLE>
Unit price is based on the net asset value of the Fund plus the up-front
sales fee. An amount equal to any principal cash, as well as net accrued but
undistributed interest on the unit, is added to the unit price. Unit price
also includes the estimated organization costs shown on the previous page, to
which no sales fee has been applied. An independent evaluator prices the
bonds at 3:30 p.m. Eastern time every business day. Unit price changes every
day with changes in the prices of the bonds in the Fund.
<TABLE>
<S> <C>
UNIT PAR VALUE $ 1.00
</TABLE>
Unit par value means the total amount of money you should generally receive
on each unit by the termination of the Fund (other than interest and premium
on the bonds). This total amount assumes that all bonds in the Fund are
either paid at maturity or called by the issuer at par or are sold by the
Fund at par. If you sell your units before the Fund terminates, you may
receive more or less than the unit par value.
10. 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. You will not pay any other fee when you sell
your units.
11. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays income monthly. In the opinion of bond counsel when each bond
was issued, interest on the bonds in this Fund is generally 100% exempt from
regular federal income tax. However, interest may be subject to other state
and local taxes and may be taken into account in determining your preference
for alternative minimum tax purposes. 43% of the bonds are subject to AMT.
You will also receive principal payments if bonds are sold or called or
mature, when the cash available is more than $10.00 per 1,000 units. You will
be subject to tax on any gain realized by the Fund on the disposition of
bonds.
12. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You will receive your income in cash unless you choose to compound your
income by reinvesting at no sales fee in the Municipal Fund Investment
Accumulation Program, Inc. This program is an open-end mutual fund with a
comparable investment objective. Income from this program will generally be
subject to state and local income taxes. FOR MORE COMPLETE INFORMATION ABOUT
THE PROGRAM, INCLUDING CHARGES AND FEES, ASK THE TRUSTEE FOR THE PROGRAM'S
PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST. THE TRUSTEE MUST RECEIVE
YOUR WRITTEN ELECTION TO REINVEST AT LEAST 10 DAYS BEFORE THE RECORD DAY OF
AN INCOME PAYMENT.
EXCHANGE PRIVILEGES
You may exchange units of this Fund for units of certain other Defined Asset
Funds. You may also exchange into this Fund from certain other funds. We
charge a reduced sales fee on exchanges.
5
<PAGE>
--------------------------------------------------------------------------------
TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS
<TABLE>
<CAPTION>
EFFECTIVE
TAXABLE INCOME 2000* % TAX TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN BRACKET 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5%
IS EQUIVALENT TO A TAXABLE YIELD OF
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------
$ 0- 26,250 $ 0- 43,850 15.00 3.53 4.12 4.71 5.29 5.88 6.47 7.06 7.65
-----------------------------------------------------------------------------------------------------------------
$ 26,251- 63,550 $ 43,851-105,950 28.00 4.17 4.86 5.56 6.25 6.94 7.64 8.33 9.03
-----------------------------------------------------------------------------------------------------------------
$ 63,551-132,600 $105,951-161,450 31.00 4.35 5.07 5.80 6.52 7.25 7.97 8.70 9.42
-----------------------------------------------------------------------------------------------------------------
$132,601-288,350 $161,451-288,350 36.00 4.69 5.47 6.25 7.03 7.81 8.59 9.38 10.16
-----------------------------------------------------------------------------------------------------------------
OVER $288,350 OVER $288,350 39.60 4.97 5.79 6.62 7.45 8.28 9.11 9.93 10.76
-----------------------------------------------------------------------------------------------------------------
</TABLE>
To compare the yield of a taxable security with the yield of a federally
tax-free security, find your taxable income and read across. The table
incorporates 2000 federal income tax rates and assumes that all income would
otherwise be taxed at a U.S. investor's highest tax rate. Yield figures are for
example only.
*Based upon net amount subject to federal income tax after deductions and
exemptions. This table does not reflect the possible effect of other tax
factors, such as alternative minimum tax, personal exemptions, the phase-out of
exemptions, itemized deductions, the possible partial disallowance of deductions
or state and local taxation. Consequently, investors are urged to consult their
own tax advisers in this regard.
MUNICIPAL BONDS AND THE ALTERNATIVE MINIMUM TAX
<TABLE>
<CAPTION>
INCOME+ MAXIMUM "PREFERENCE" INCOME
WITHOUT TRIGGERING AMT
(STATE INCOME TAX RATES)
SINGLE++ JOINT++ 0% 7% 11%
<S> <C> <C> <C> <C>
---------------------------------------------------
$ 50,000 $20,000 $15,000 $13,000
---------------------------------------------------
$ 30,000 $19,000 $16,000 $14,000
---------------------------------------------------
$100,000 $24,000 $15,000 $11,000
---------------------------------------------------
$ 55,000 $21,000 $16,000 $13,000
---------------------------------------------------
$225,000 $30,000 $12,000 $ 3,000
---------------------------------------------------
$205,000 $30,000 $14,000 $ 6,000
---------------------------------------------------
</TABLE>
NOTES:
+ Regular taxable income
plus state income taxes
and personal exemptions.
++ Assuming no dependents.
Under federal tax law, interest income on certain municipal bonds, although
exempt from regular income tax, is treated as a "preference" item for purposes
of AMT. The table above shows amounts of such municipal bond "preference"
interest income, assuming no other "preference" or similar items apply, that
individual taxpayers could receive in 2000 without becoming subject to the AMT.
The table gives information for single and joint returns of U.S. individuals
having no dependents. The table provides three income levels and three
hypothetical state income tax rates. The table further assumes that the stated
amount of municipal bond "preference" interest income is subject to state income
taxes.
6
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME TWICE A YEAR
The Fund will pay you regular income twice a year. Your income may vary because
of:
- elimination of one or more bonds from the Fund's portfolio because of calls,
redemptions or sales;
- a change in the Fund's expenses; or
- the failure by a bond's issuer to pay interest.
Changes in interest rates generally will not affect your income because the
portfolio is fixed.
Along with your income, you will receive your share of any available bond
principal.
RETURN FIGURES
We cannot predict your actual return, which will vary with unit price, how long
you hold your investment and changes in the portfolio, interest income and
expenses.
ESTIMATED CURRENT RETURN equals the estimated annual cash to be received from
the bonds in the Fund less estimated annual Fund expenses, divided by the Unit
Price (including the maximum sales fee):
<TABLE>
<S> <C> <C>
Estimated Annual Estimated
Interest Income - Annual Expenses
--------------------------------------------------
Unit Price
</TABLE>
ESTIMATED LONG TERM RETURN is a measure of the estimated return over the
estimated life of the Fund. Unlike Estimated Current Return, Estimated Long Term
Return reflects maturities, discounts and premiums of the bonds in the Fund. It
is an average of the yields to maturity (or in certain cases, to an earlier call
date) of the individual bonds in the portfolio, adjusted to reflect the Fund's
maximum sales fee and estimated expenses. We calculate the average yield for the
portfolio by weighting each bond's yield by its market value and the time
remaining to the call or maturity date.
Yields on individual bonds depend on many factors including general conditions
of the bond markets, the size of a particular offering and the maturity and
quality rating of the particular issues. Yields can vary among bonds with
similar maturities, coupons and ratings.
These return quotations are designed to be comparative rather than predictive.
RECORDS AND REPORTS
You will receive:
- a statement of income payments twice a year;
- a notice from the Trustee when new bonds are deposited in exchange or
substitution for bonds originally deposited;
- an annual report on Fund activity; and
- annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE
AMOUNT OF TAX-EXEMPT INTEREST RECEIVED DURING THE YEAR.
You may request:
- copies of bond evaluations to enable you to comply with federal and state tax
reporting requirements; and
- audited financial statements of the Fund.
You may inspect records of Fund transactions at the Trustee's office during
regular business hours.
7
<PAGE>
THE RISKS YOU FACE
INTEREST RATE RISK
Investing involves risks, including the risk that your investment will decline
in value if interest rates rise. Generally, bonds with longer maturities will
change in value more than bonds with shorter maturities. Bonds in the Fund are
more likely to be called when interest rates decline. This would result in early
returns of principal to you and may result in early termination of the Fund. Of
course, we cannot predict how interest rates may change.
CALL RISK
Many bonds can be prepaid or "called" by the issuer before their stated
maturity. For example, some bonds may be required to be called pursuant to
mandatory sinking fund provisions.
Also, an issuer might call its bonds during periods of falling interest rates,
if the issuer's bonds have a coupon higher than current market rates.
An issuer might call its bonds in extraordinary cases, including if:
- it no longer needs the money for the original purpose;
- the project is condemned or sold;
- the project is destroyed and insurance proceeds are used to redeem the
bonds;
- any related credit support expires and is not replaced; or
- interest on the bonds become taxable.
If the bonds are called, your income will decline and you may not be able to
reinvest the money you receive at as high a yield or as long a maturity. An
early call at par of a premium bond will reduce your return.
REDUCED DIVERSIFICATION RISK
If many investors sell their units, the Fund will have to sell bonds. This could
reduce the diversification of your investment and increase your share of Fund
expenses.
LIQUIDITY RISK
The bonds will generally trade in the over-the-counter market. We cannot assure
you that a liquid trading market will exist, especially since current law may
restrict the Fund from selling bonds to any Sponsor. The value of the bonds, and
of your investment, may be reduced if trading in bonds is limited or absent.
BOND QUALITY RISK
A reduction in a bond's rating may decrease its value and, indirectly, the value
of your investment in the Fund.
INSURANCE RELATED RISK
Some bonds are backed by insurance companies (as shown under Defined Portfolio).
Insurance policies generally make payments only according to a bond's original
payment schedule and do not make early payments when a bond defaults or becomes
taxable. Although the federal government does not regulate the insurance
business, various state laws and federal initiatives and tax law changes could
significantly affect the insurance business. The claims-paying ability of the
insurance companies is generally rated AAA by Standard & Poor's or another
nationally recognized rating organization. The insurance company ratings are
subject to change at any time at the discretion of the rating agencies.
8
<PAGE>
CONCENTRATION RISK
Here is what you should know about the Fund's concentration in
airport/port/highway bonds. These bonds are dependent for payment on revenues
from financial projects including:
- user fees from ports and airports;
- tolls on turnpikes and bridges;
- rents from buildings; and
- additional financial resources including
-- federal and state subsidies,
-- lease rentals paid by state or local governments, or
-- the pledge of a special tax such as a sales tax or a property tax.
Airport income is largely affected by:
- increased competition;
- excess capacity; and
- increased fuel costs.
Here is what you should know about the Fund's concentration in hospital and
health care bonds:
- payment for these bonds depends on revenues from private third-party payors
and government programs, including Medicare and Medicaid, which have
generally undertaken cost containment measures to limit payments to health
care providers;
- hospitals face increasing competition resulting from hospital mergers and
affiliations;
- hospitals need to reduce costs as HMOs increase market penetration and
hospital supply and drug companies raise prices; and
- hospitals and health care providers are subject to various legal claims by
patients and others and are adversely affected by increasing costs of
insurance.
- many hospitals are aggressively buying physician practices and assuming risk
contracts to gain market share. If revenues do not increase accordingly,
this practice could reduce profits.
- Medicare is changing its reimbursement system for nursing homes. Many
nursing home providers are not sure how they will be treated. In many cases,
the providers may receive lower reimbursements and these would have to cut
expenses to maintain profitability.
- most retirement/nursing home providers rely on entrance fees for operating
revenues. If people live longer than expected and turnover is lower than
budgeted, operating revenues would be adversely affected by less than
expected entrance fees.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Fund.
Future tax legislation could affect the value of the portfolio by:
- limiting real property taxes,
- reducing tax rates,
- imposing a flat or other form of tax, or
- exempting investment income from tax.
SELLING OR EXCHANGING UNITS
You can sell your units at any time for a price based on net asset value. Your
net
9
<PAGE>
asset value is calculated each business day by:
- ADDING the value of the bonds, net accrued interest, cash and any other Fund
assets;
- SUBTRACTING accrued but unpaid Fund expenses, unreimbursed Trustee advances,
cash held to buy back units or for distribution to investors and any other
Fund 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 reflect estimated organization costs.
If you sell your units before the final deferred sales fee installment, the
amount of any remaining installments will be deducted from your proceeds.
SPONSORS' SECONDARY MARKET
While we are not obligated to do so, we will buy back units at net asset value
without any other fee or charge other than any remaining deferred sales charge.
We may resell the units to other buyers or to the Trustee. You should consult
your financial professional for current market prices to determine if other
broker-dealers or banks are offering higher prices.
We have maintained a secondary market continuously for over 28 years, but we
could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by sending the Trustee a letter (with any outstanding
certificates if you hold Unit certificates). You must properly endorse your
certificates (or execute a written transfer instrument with signatures
guaranteed by an eligible institution). 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 for a
higher price, but it is not obligated to do so. In that case, you will receive
the net proceeds of the sale.
If the Fund does not have cash available to pay you for units you are selling,
the agent for the Sponsors will select bonds to be sold. Bonds will be selected
based on market and credit factors. These sales could be made at times when the
bonds would not otherwise be sold and may result in your receiving less than the
unit par value and also reduce the size and diversity of the Fund.
If you acquire 25% or more of the outstanding units of the Fund and you sell
units with a value exceeding $250,000 the Trustee may choose to pay you "in
kind" by
10
<PAGE>
distributing bonds and cash with a total value equal to the price of those
units. The Trustee will try to distribute bonds in the portfolio pro rata, but
it reserves the right to distribute only one or a few bonds. The Trustee will
act as your agent in an in kind distribution and will either hold the bonds for
your account or sell them as you instruct. You must pay any transaction costs as
well as transfer and ongoing custodial fees on sales of bonds 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
bonds not reasonably practicable; and
- for any other period permitted by SEC order.
EXCHANGE OPTION
You may exchange units of certain Defined Asset Funds for units of this Fund at
a maximum exchange fee of 1.75%. You may exchange units of this Fund for units
of certain other funds at a reduced sales fee if your investment goals change.
To exchange units, you should talk to your financial professional about what
funds are exchangeable, suitable and currently available.
Normally, an exchange is taxable and you must recognize any gain or loss on the
exchange. However, the IRS may try to disallow a loss if the portfolios of the
two funds are not materially different; you should consult your own tax adviser.
We may amend or terminate this exchange option at any time without notice.
HOW THE FUND WORKS
PRICING
The price of a unit includes interest accrued on the bonds, less expenses, from
the initial date of deposit up to, but not including, the settlement date, which
is usually three business days after the purchase date of the unit.
Bonds also carry accrued but unpaid interest up to the initial date of deposit.
To avoid having you pay this additional accrued interest (which earns no return)
when you buy, the Trustee advances this amount to the Sponsors. The Trustee
recovers this advance from interest received on the bonds.
In addition, a portion of the price of a unit also consists of cash to pay all
or some of the costs of organizing the Fund 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.
No sales fee is applied to these organization costs.
EVALUATIONS
An independent Evaluator values the bonds on each business day (excluding
Saturdays, Sundays and the following holidays as
11
<PAGE>
observed by the New York Stock Exchange: New Year's Day, Presidents' Day, Martin
Luther King, Jr. Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas). Bond values are based on current bid or offer
prices for the bonds or comparable bonds. In the past, the difference between
bid and offer prices of publicly offered tax-exempt bonds has ranged from 0.5%
of face amount on actively traded issues to 3.5% on inactively traded issues;
the difference has averaged between 1 and 2%.
INCOME
Interest on any bonds purchased on a when-issued basis or for a delayed delivery
does not begin to accrue until the bonds are delivered to the Fund. The Trustee
may reduce its fee to provide you with tax-exempt income for this non-accrual
period.
If a bond is not delivered on time and the Trustee's annual fee and expenses do
not cover the additional accrued interest, we will treat the contract to buy the
bond as failed.
The Trustee credits interest 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 monthly. It also benefits when it holds cash for the Fund in
non-interest bearing accounts. The Trustee may also receive additional amounts:
- to reimburse the Trustee for the Fund's operating expenses;
- for extraordinary services and costs of indemnifying the Trustee and the
Sponsors;
- costs of actions taken to protect the Fund and other legal fees and
expenses;
- expenses for keeping the Fund's registration statement current; and
- Fund termination expenses and any governmental charges.
The Sponsors are currently reimbursed up to 55 CENTS per $1,000 face amount
annually for providing portfolio supervisory, bookkeeping and administrative
services and for any other expenses properly chargeable to the Fund. Legal,
typesetting, electronic filing and regulatory filing fees and expenses
associated with updating the Fund's registration statement yearly are also now
chargeable to the Fund. While this fee may exceed the amount of these costs and
expenses attributable to this Fund, 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 Fund also pays the Evaluator's fees.
The Trustee's, Sponsors' and Evaluator's fees may be adjusted for inflation
without investors' approval.
Quarterly deferred sales charges you owe are paid with interest and principal
from certain bonds. If these amounts are not enough, the rest will be paid out
of distributions to you from the Fund's Capital and Income Accounts.
The Sponsors will pay advertising and selling expenses at no charge to the Fund.
If Fund expenses exceed initial estimates, the
12
<PAGE>
Fund will owe the excess. The Trustee has a lien on Fund assets to secure
reimbursement of Fund expenses and may sell bonds if cash is not available.
PORTFOLIO CHANGES
The Sponsors and Trustee are not liable for any default or defect in a bond; if
a contract to buy any bond fails in the first 90 days of the Fund, we generally
will deposit a replacement tax-exempt bond with a similar yield, maturity,
rating and price.
Unlike a mutual fund, the portfolio is designed to remain intact and we may keep
bonds in the portfolio even if their credit quality declines or other adverse
financial circumstances occur. However, we may sell a bond in certain cases if
we believe that certain adverse credit conditions exist or if a bond becomes
taxable.
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 size
and composition of the portfolio. Units offered in the secondary market may not
represent the same face amount of bonds that they did originally.
We decide whether or not to offer units for sale that we acquire in the
secondary market after reviewing:
- diversity of the portfolio;
- size of the Fund relative to its original size;
- ratio of Fund expenses to income;
- current and long-term returns;
- degree to which units may be selling at a premium over par; and
- cost of maintaining a current prospectus.
FUND TERMINATION
The Fund will terminate following the stated maturity or sale of the last bond
in the portfolio. The Fund may also terminate earlier with the consent of
investors holding 51% of the units or if total assets of the Fund have fallen
below 40% of the face amount of bonds deposited. We will decide whether to
terminate the Fund early based on the same factors used in deciding whether or
not to offer units in the secondary market.
When the Fund is about to terminate you will receive a notice, and you will be
unable to sell your units after that time. On or shortly before termination, we
will sell any remaining bonds, and you will receive your final distribution. Any
bond that cannot be sold at a reasonable price may continue to be held by the
Trustee in a liquidating trust pending its final sale.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling bonds. This may reduce the amount you receive as your
final distribution.
CERTIFICATES
Certificates for units are issued on request. You may transfer certificates by
complying with the requirements for redeeming certificates, described above. You
can replace lost or mutilated certificates by delivering satisfactory indemnity
and paying the associated costs.
TRUST INDENTURE
The Fund is a "unit investment trust" governed by a Trust Indenture, a contract
among the Sponsors, the Trustee and the
13
<PAGE>
Evaluator, 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 Fund 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 and the Sponsors determine that its
replacement is in your best interest; or
- it becomes incapable of acting or bankrupt or its affairs are taken over by
public authorities.
Investors holding 51% of the units may remove the Trustee. The Evaluator may
resign or be removed by the Sponsors and the Trustee without the consent of
investors. The resignation or removal of either 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 or Evaluator may petition a court to appoint
a successor.
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
- remove it and appoint a replacement Sponsor;
- liquidate the Fund; 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, the Sponsors and the Evaluator.
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 and their underwriting percentages are:
14
<PAGE>
<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 74.37%
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned
subsidiary of Citigroup Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013 9.38%
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary
of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048 3.75%
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of
PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019 12.50%
------
100.00%
======
</TABLE>
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
TRUSTEE
The Bank of New York, Unit Investment Trust Department, Box 974--Wall Street
Division, New York, New York 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.
UNDERWRITERS' AND SPONSORS' PROFITS
Underwriters receive sales charges when they sell units. Sponsors also realize a
profit or loss on deposit of the bonds shown under Defined Portfolio. 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 bonds in the
Fund which were acquired from underwriting syndicates of which it was a member.
None of the bonds in the portfolio were purchased from any of the Sponsors (as
sole underwriter, managing underwriter or member of an underwriting syndicate).
During the initial offering period, the Sponsors also may realize profits or
sustain losses on units they hold. 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. Some banks may offer units for sale through special
arrangements with the Sponsors, although certain legal restrictions may apply.
The initial offering period is 30 days or less if all units are sold. The
Sponsors may extend the initial period up to 120 days.
The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to
15
<PAGE>
sell units in any country where units cannot lawfully be sold.
In the initial offering period, the concession to dealers will be $17 per 1,000
units. We may change the concession at any time. Dealers may resell units to
other dealers with a concession not in excess of the original concession to
dealers.
CODE OF ETHICS
The Fund and the Agent for the Sponsors have each adopted a code of ethics
requiring preclearance 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 Fund securities for
their own accounts. The codes are designed to prevent fraud, deception and
misconduct against the Fund 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.
ADVERTISING AND SALES MATERIAL
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.
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.
At the date of issue of each bond, counsel for the issuer delivered an opinion
to the effect that interest on the bond is exempt from regular federal income
tax. However, interest may be subject to state and local taxes and may be taken
into account in determining your preference items for alternative minumum tax
purposes. Neither we nor our counsel have reviewed the issuance of the bonds,
related proceedings or the basis for the opinions of counsel for the issuers. We
cannot assure you that the issuers (or other users of bond proceeds) have
complied or will comply with any requirements necessary for a bond to be
tax-exempt. If any of the bonds were determined not to be tax-exempt, you could
be required to pay income tax for current and prior years, and if the Fund were
to sell the bond, it might have to sell it at a substantial discount.
In the opinion of our counsel, under existing law:
16
<PAGE>
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Fund will not be taxed as a corporation for federal income tax purposes, and
you will be considered to own directly your share of each bond in the Fund.
GAIN OR LOSS UPON DISPOSITION
When all or part of your share of a bond is disposed of (for example, when the
Fund sells, exchanges or redeems a bond or when you sell or exchange your
units), you will generally recognize capital gain or loss. Your gain, however,
will generally be ordinary income to the extent of any accrued "market
discount". Generally you will have market discount to the extent that your basis
in a bond when you purchase a unit is less than its stated redemption price at
maturity (or, if it is an original issue discount bond, less than the issue
price increased by original issue discount that has accrued on the bond before
your purchase). You should consult your tax adviser in this regard.
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 from the Fund will be long-term if you are considered to have held
your investment on each bond 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 BASIS IN THE BONDS
Your aggregate basis in the bonds will be equal to the cost of your units,
including any sales charges and the organizational expenses you pay, adjusted to
reflect any accruals of "original issue discount," "acquisition premium" and
"bond premium". You should consult your tax adviser in this regard.
EXPENSES
If you are not a corporate investor, you will not be entitled to a deduction for
your share of fees and expenses of the Fund. Also, if you borrowed money in
order to purchase or carry your units, you will not be able to deduct the
interest on this borrowing for federal income tax purposes. The IRS may treat
your purchase of units as made with borrowed money even if the money is not
directly traceable to the purchase of units.
STATE AND LOCAL TAXES
Under the income tax laws of the State and City of New York, the Fund will not
be taxed as a corporation. If you are a New York taxpayer, your income from the
Fund will not be tax-exempt in New York except to the extent that the income is
earned on bonds that are tax-exempt for New York purposes. Depending on where
you live, your income from the Fund may be subject to state and local taxation.
You should consult your tax adviser in this regard.
17
<PAGE>
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Fund by calling
the Trustee. The supplemental information includes more detailed risk disclosure
about the types of bonds that may be in the Fund's portfolio, general risk
disclosure concerning any insurance securing certain bonds, and general
information about the structure and operation of the Fund. The supplemental
information is also available from the SEC.
18
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Sponsors, Trustee and Holders of Municipal Investment Trust Fund,
Intermediate Term Series 415, Defined Asset Funds (the "Fund"):
We have audited the accompanying statement of condition and the related defined
portfolio included in the prospectus of the Fund as of November 28, 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 cash, securities and 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 Fund as of November 28,
2000 in conformity with accounting principles generally accepted in the United
States of America. DELOITTE & TOUCHE LLP
NEW YORK, NY
NOVEMBER 28, 2000
STATEMENT OF CONDITION AS OF NOVEMBER 28, 2000
TRUST PROPERTY
<TABLE>
<S> <C>
Investments--Bonds and Contracts to purchase
Bonds(1)........................................ $8,205,935.80
Cash.............................................. 84,136.00
Accrued interest to Initial Date of Deposit on
underlying Bonds................................ 83,774.72
-------------
Total........................................... $8,373,846.52
=============
LIABILITIES AND INTEREST OF HOLDERS
Liabilities:
Advance by Trustee for accrued interest (2)..... $ 83,774.72
Reimbursement of Sponsors for organization
expenses (3).................................. 16,136.00
-------------
Subtotal........................................ 99,910.72
-------------
Interest of Holders of 8,068,000 Units of
fractional undivided interest outstanding:
Cost to investors (3)(4)(5)..................... 8,371,558.60
Organization expenses (3) and gross underwriting
commissions(4)................................ (97,622.80)
-------------
Subtotal........................................ 8,273,935.80
-------------
Total........................................... $8,373,846.52
=============
</TABLE>
----------------------------
(1) Aggregate cost to the Fund of the bonds listed under Defined
Portfolio is based upon the offer side evaluation determined by the Evaluator at
the evaluation time on the business day prior to the Initial Date of Deposit.
The contracts to purchase the bonds are collateralized by an irrevocable letter
of credit which has been issued by DG Bank, New York Branch, in the amount of
$3,954,607.71 and deposited with the Trustee. The amount of the letter of credit
includes $3,915,708.55 for the purchase of $3,835,000 face amount of the bonds,
plus $38,899.16 for accrued interest.
(2) Representing a special distribution to the Sponsors by the Trustee
of an amount equal to the accrued interest on the bonds.
(3) A portion of the Unit Price consists of cash in an amount sufficient
to pay for costs incurred in establishing the Fund. These costs have been
estimated at $2.00 per 1,000 Units. A distribution will be made at the close of
the initial offering period to an account maintained by the Trustee from which
the organization expense obligation of the investors will be satisfied. If the
actual organization costs exceed the estimated aggregate amount shown above, the
Sponsors will pay for this excess amount.
(4) Assumes the maximum up-front sales fee per 1,000 units of 1.00% of
the Unit Price. A deferred sales fee of $17.50 per 1,000 Units is payable over a
two-year period ($2.19 per 1,000 Units quarterly in the first six quarters and
$2.18 per 1,000 units quarterly in the next two quarters). Distributions will be
made to an account maintained by the Trustee from which the deferred sales fee
obligation of the investors will be satisfied. If units are redeemed prior to
the final deferred sales charge deduction, the remaining portion of the deferred
sales fee applicable to such units will be transferred to the account on the
redemption date.
(5) Aggregate Unit Price (exclusive of interest) computed on the basis
of the offer side evaluation of the underlying bonds as of the evaluation time
on the business day prior to the Initial Date of Deposit.
19
<PAGE>
Defined
Asset Funds-Registered Trademark-
<TABLE>
<S> <C>
HAVE QUESTIONS ? MUNICIPAL INVESTMENT TRUST FUND
Request the most INTERMEDIATE TERM SERIES 415
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.
333-49362) and
- Investment Company Act of 1940 (file
no. 811-1777).
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.
100847RR--11/00
</TABLE>
<PAGE>
PART II
Additional Information Not Included in the Prospectus
<TABLE>
<S> <C> <C>
A. The following information relating to the Depositors is incorporated by reference to the SEC filings
indicated and made a part of this Registration Statement.
</TABLE>
I. Bonding arrangements of each of the Depositors are incorporated by reference
to Item A of Part II to the Registration Statement on Form S-6 under the
Securities Act of 1933 for Municipal Investment Trust Fund, Monthly Payment
Series--573 Defined Asset Funds (Reg. No. 333-08241).
II. The date of organization of each of the Depositors is set forth in Item B
of Part II to the Registration Statement on Form S-6 under the Securities Act of
1933 for Municipal Investment Trust Fund, Monthly Payment Series--573 Defined
Asset Funds (Reg. No. 333-08241) and is herein incorporated by reference
thereto.
III. The Charter and By-Laws of each of the Depositors are incorporated herein
by reference to Exhibits 1.3 through 1.12 to the Registration Statement on Form
S-6 under the Securities Act of 1933 for Municipal Investment Trust Fund,
Monthly Payment Series--573 Defined Asset Funds (Reg. No. 333-08241).
IV. Information as to Officers and Directors of the Depositors has been filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934 and is incorporated by reference to the SEC
filings indicated and made a part of this Registration Statement:
<TABLE>
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 8-7221
Salomon Smith Barney Inc. .................................. 8-8177
PaineWebber Incorporated.................................... 8-16267
Dean Witter Reynolds Inc. .................................. 8-14172
</TABLE>
----------------------------
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsors and Trustee are as follows:
<TABLE>
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 13-5674085
Salomon Smith Barney Inc. .................................. 13-1912900
PaineWebber Incorporated.................................... 13-2638166
Dean Witter Reynolds Inc. .................................. 94-0899825
The Bank of New York, Trustee............................... 13-4941102
</TABLE>
UNDERTAKING
The Sponsors undertake that they will not instruct the Trustee to accept from
(i) Asset Guaranty Reinsurance Company, Municipal Bond Investors Assurance
Corporation or any other insurance company affiliated with any of the Sponsors,
in settlement of any claim, less than an amount sufficient to pay any principal
or interest (and, in the case of a taxability redemption, premium) then due on
any Security in accordance with the municipal bond guaranty insurance policy
attached to such Security or (ii) any affiliate of the Sponsors who has any
obligation with respect to any Security, less than the full amount due pursuant
to the obligation, unless such instructions have been approved by the Securities
and Exchange Commission pursuant to Rule 17d-1 under the Investment Company Act
of 1940.
II-1
<PAGE>
SERIES OF DEFINED ASSET FUNDS
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF
1933
<TABLE>
<S> <C>
SEC
SERIES NUMBER FILE NUMBER
------------------------------------------------------------ --------------------
DEFINED ASSET FUNDS MUNICIPAL DEFINED FUND.................. 333-58397
</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 Series,
1933 Act File No. 33-54565).
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 Municipal Defined Fund Series 2, 1933 Act
File No. 333-61285).
-- Form of Standard Terms and Conditions of Trust Effective October 21,
1.1.1 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).
-- Merrill Lynch Code of Ethics (incorporated by reference to Exhibit
1.11.1 1.11.1 to the Post Effective Amendment No. 8 to the Registration
Statement of Municipal Investment Trust Fund, Insured Series 186,
1933 Act File No. 33-49159).
-- Municipal Investment Trust Fund Code of Ethics (incorporated by
1.11.2 reference to Exhibit 1.11.2 to the Post Effective Amendment No. 8 to the
Registration Statement of Municipal Investment Trust Fund, Insured
Series 186, 1933 Act File No. 33-49159).
-- Form of Master Agreement Among Underwriters (incorporated by
1.2 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).
-- Form of Certificate of Beneficial Interest (included in Exhibit
2.1 1.1.1).
-- Opinion of counsel as to the legality of the securities being issued
3.1 including their consent to the use of their name under the headings "How
The Fund Works--Legal Opinion" in the Prospectus.
-- Consent of the Evaluator.
4.1
-- Consent of independent accountants.
5.1
-- Information Supplement (incorporated by reference to Post-Effective
9.1 Amendment No. 2 to Exhibit 9.1 to the Registration Statement of
Municipal Investment Trust Fund, Multistate Series--400, 1933 Act
File No. 333-53537).
</TABLE>
R-1
<PAGE>
SIGNATURES
The registrant hereby identifies the series number of Defined Asset Funds
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 28TH DAY OF
NOVEMBER, 2000.
SIGNATURES APPEAR ON PAGES R-3, R-4, R-5 AND R-6.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Salomon Smith Barney
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Board of Directors of Merrill Form SE and the following 1933 Act
Lynch, Pierce, File
Fenner & Smith Incorporated: Number: 333-70593
</TABLE>
GEORGE A. SCHIEREN
JOHN L. STEFFENS
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>
PAINEWEBBER INCORPORATED
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute Powers of Attorney have been filed
the Board of Directors of PaineWebber under
Incorporated: the following 1933 Act File
Number: 2-61279
</TABLE>
MARGO N. ALEXANDER
TERRY L. ATKINSON
BRIAN M. BAREFOOT
STEVEN P. BAUM
MICHAEL CULP
REGINA A. DOLAN
JOSEPH J. GRANO, JR.
EDWARD M. KERSCHNER
JAMES P. MacGILVRAY
DONALD B. MARRON
ROBERT H. SILVER
MARK B. SUTTON
By ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-5
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute Powers of Attorney have been filed
a majority of under Form SE and the following 1933
the Board of Directors of Dean Witter Act File Numbers: 33-17085,
Reynolds Inc.: 333-13039, 333-47553, 333-89009 and
333-39302
</TABLE>
BRUCE F. ALONSO
RICHARD M. DeMARTINI
RAYMOND J. DROP
JAMES F. HIGGINS
DONALD G. KEMPF, JR.
JOHN J. MACK
MITCHELL M. MERIN
STEPHEN R. MILLER
PHILIP J. PURCELL
JOHN H. SCHAEFER
THOMAS C. SCHNEIDER
ALAN A. SCHRODER
ROBERT G. SCOTT
By MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)
R-6
