<PAGE>
DEFINED ASSET FUNDSSM
- --------------------------------------------
- ----------------------------------
EQUITY INVESTOR FUND
UTILITY COMMON STOCK SERIES--2
(A UNIT INVESTMENT TRUST)
O MONTHLY INCOME
O PROFESSIONAL SELECTION
O REINVESTMENT OPTION
SPONSORS:
Merrill Lynch, -------------------------------------------------
Pierce, Fenner & Smith The Securities and Exchange Commission has not
Incorporated approved or disapproved these Securities or
Salomon Smith Barney Inc. passed upon the adequacy of this prospectus. Any
Prudential Securities representation to the contrary is a criminal
Incorporated offense.
Dean Witter Reynolds Inc. Prospectus dated June 4, 1999.
<PAGE>
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Def ined Asset FundsSM
Defined Asset FundsSM 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, equity portfolios and international bond and
equity portfolios.
Defined Asset Funds offer a number of advantages:
o A disciplined strategy of buying and holding with a long-term view is the
cornerstone of Defined Asset Funds.
o Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
funds are not managed and portfolio changes are limited.
o Defined Portfolios: We choose the stocks or bonds in advance, so you know what
you're investing in.
o Professional research: Our dedicated research team seeks out stocks or bonds
appropriate for a particular fund's objectives.
o 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.
THE FINANCIAL INFORMATION ON THIS PROSPECTUS IS AS OF THE EVALUATION DATE,
FEBRUARY 28, 1999.
CONTENTS
PAGE
-----------
Risk/Return Summary..................................... 3
What You Can Expect From Your Investment................ 5
Income............................................... 5
Records and Reports.................................. 5
The Risks You Face...................................... 5
Concentration Risk................................... 5
Litigation and Legislation Risks..................... 5
Selling Units........................................... 5
Sponsors' Secondary Market........................... 6
Selling Units to the Trustee......................... 6
How The Fund Works...................................... 6
Pricing.............................................. 6
Evaluations.......................................... 6
Income............................................... 7
Expenses............................................. 7
Portfolio Changes.................................... 7
Fund Termination..................................... 8
Certificates......................................... 8
Trust Indenture...................................... 8
Legal Opinion........................................ 9
Auditors............................................. 9
Sponsors............................................. 9
Trustee.............................................. 9
Co Trustee........................................... 9
Underwriters' and Sponsors' Profits.................. 10
Public Distribution.................................. 10
Code of Ethics....................................... 10
Year 2000 Issues..................................... 10
Taxes................................................... 10
Supplemental Information................................ 11
Financial Statements.................................... D-1
2
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RISK/RETURN SUMMARY
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
O The objective of this Defined Fund is current income by
investing in a diversified portfolio of common stocks in
the public utility sector.
2. WHAT IS THE FUND'S INVESTMENT STRATEGY?
O The Portfolio contains 26 common stocks in the public
utility sector originally selected by the Sponsors for
current income.
- -- The Fund is designed for investors who want to invest a
portion of their equity portfolio in the public utility
sector.
- -- Since all of the Portfolio stocks are in the public
utility sector, this Fund is not designed to be a
complete equity investment program.
O The Fund plans to hold the stocks in the Portfolio for
approximately six years. The Fund will terminate by June
27, 2005.
3. WHAT INDUSTRY SECTORS ARE REPRESENTED IN THE PORTFOLIO?
100% of the Portfolio represents the public utility
industry.
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN
HAPPEN FOR VARIOUS REASONS, INCLUDING:
o Stock prices can be volatile.
o Dividend rates on the stocks or share prices may decline
during the life of the Fund.
o Because the Portfolio is concentrated in the public utility
sector, adverse developments in this industry may affect
the value of your units.
o The Fund may continue to hold the stocks originally
selected even though their market value or yield may have
changed.
5. IS THIS FUND APPROPRIATE FOR YOU?
Yes, if you want current monthly income. You will benefit
from a professionally selected and supervised portfolio
whose risk is reduced by investing in equity securities of
different issuers.
The Fund is not appropriate for you if you are unwilling to
take the risk involved with an equity investment.
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.
ESTIMATED ANNUAL OPERATING EXPENSES
AMOUNT
PER UNIT
-----------
$ 0.42
Trustee's Fee
$ 0.18
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses)
$ 0.57
Other Operating Expenses
-----------
$ 1.17
TOTAL
The Sponsors historically paid updating expenses.
INVESTOR FEES
You will pay an up-front sales fee of 4.50%. The fee will
be reduced for quantity purchases, as follows:
YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
-------------------------------- -----------------
Less than $250,000 4.50%
$250,000 to $499,999 3.75%
$500,000 to $749,999 2.50%
$750,000 to $999,999 2.00%
$1,000,000 or more 1.50%
7. IS THE FUND MANAGED?
Unlike a mutual fund, the Fund is not managed and stocks
are not sold because of market changes. The Sponsors
monitor the portfolio and may instruct the Trustee to sell
securities under certain limited circumstances.
3
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8. HOW DO I BUY UNITS?
The minimum investment is one unit.
You can buy units from the Sponsors.
UNIT PRICE PER UNIT $616.19
(as of February 28, 1999)
Unit price is based on the net asset value of the Fund plus
the up-front sales fee.
The Portfolio stocks are valued by the Trustee on the basis
of their closing prices at 4:00 p.m. Eastern time every
business day. Unit price changes every day with changes in
the prices of the stocks.
9. HOW DO I SELL UNITS?
You may sell your units at any time to the Sponsors or the
Trustee for the net asset value determined at the close of
business on the date of sale.
10. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays monthly distributions of any dividend income,
net of expenses, on the 25th of each month, if you own
units on the 10th of that month. Distributions of ordinary
income will be dividends for federal income tax purposes
and may be eligible for the dividends-received deduction
for corporations. Distributions to foreign investors 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 Fund. Unless you choose
reinvestment, you will receive your distributions in cash.
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 designated exchanges.
4
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WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
Because the Fund generally pays dividends as they are received, individual
income payments will fluctuate based upon the amount of dividends declared and
paid by each issuer. Other reasons your income may vary are:
o changes to the Portfolio because of sales of securities;
o changes in the Fund's expenses; and
o 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:
o a notice from the Trustee if new equity securities are deposited in exchange
or substitution for equity securities originally deposited;
o annual reports on Fund activity; and
o 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 inspect records of Portfolio transactions at the Trustee's office during
regular business hours.
THE RISKS YOU FACE
CONCENTRATION RISK
When stocks in a particular industry make up 25% or more of the Portfolio, it is
said to be 'concentrated' in that industry, which makes the Portfolio less
diversified.
Here is what you should know about the Fund's concentration in public utility
stocks:
o dividends on these stocks may depend on rates that the utility companies
may charge, the demand for their services and their operating costs;
o electric utilities face pressure to keep rates low, which may make it
difficult to recover investments in generating plant;
o utilities generally are sensitive to costs and availability of fuel; and
o some electric utilities are subject to the risks of the nuclear industry;
o telecommunications companies are extensively regulated and the industry is
increasingly competitive; and
o the rate of technological innovation has a major impact on
telecommunications companies.
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 Fund by:
o reducing the dividends-received deduction or
o increasing the corporate tax rate resulting in less money available for
dividend payments.
SELLING 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:
o adding the value of the Portfolio securities, cash and any other Fund
assets;
o 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
o dividing the result by the number of outstanding units.
5
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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.
SPONSORS' SECONDARY MARKET
While we are not obligated to do so, we will buy back units at net asset value.
We may resell the units to other buyers or to the Trustee.
We have maintained a secondary market continuously for more than 28 years, but
we could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by contacting your broker, dealer or financial
institution that holds your units in street name. Sometimes, additional
documents are needed such as a trust document, certificate of corporate
authority, certificate of death or appointment as executor, administrator or
guardian.
Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee will sell your units in the over-the-counter market if it
believes it can obtain a higher price. In that case, you will receive the net
proceeds of the sale.
If the Fund does not have cash available to pay you for the units you are
selling we will select securities to be sold. These sales could be made at times
when the securities would not otherwise be sold and may result in your receiving
less than you paid for your unit and also reduce the size and diversity of the
Fund.
There could be a delay in paying you for your units:
o if the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
o 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
o for any other period permitted by SEC order.
HOW THE FUND WORKS
PRICING
Units are charged an initial sales fee.
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.
6
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INCOME
o The annual income per unit, after deducting estimated annual Fund 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 Fund and, to
a lesser degree, upon the level of sales of securities. There is no assurance
that dividends on the securities will continue at their current levels or be
declared at all.
o Each unit receives an equal share of monthly 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.
o Subject to the reinvestment plan, your monthly income distribution will be
substantially equal to 1/12 of your share of the estimated annual income, net
of estimated expenses.
EXPENSES
The Trustee is paid a fee monthly. It also benefits when it holds cash for the
Fund in non-interest bearing accounts. The Trustee may also receive additional
amounts:
o for extraordinary services and costs of indemnifying the Trustee and the
Sponsors;
o costs of actions taken to protect the Fund and other legal fees and
expenses;
o expenses for keeping the Fund's registration statement current; and
o Fund termination expenses and any governmental charges.
The Sponsors are currently reimbursed up to 45 cents per 1,000 units 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 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 Trustee's and Sponsors' fees may be adjusted for inflation without
investors' approval.
The Sponsors will pay advertising and selling expenses at no charge to the Fund.
If Fund expenses exceed initial estimates, the Fund will owe the excess. The
Trustee has a lien on Fund assets to secure reimbursement of Fund 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 size
and composition of the portfolio.
7
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We decide whether to offer units for sale that we acquire in the secondary
market after reviewing:
o diversity of the Portfolio;
o size of the Fund relative to its original size;
o ratio of Fund expenses to income; and
o cost of maintaining a current prospectus.
FUND TERMINATION
When the Fund is about to terminate you will receive a notice, and you will be
unable to sell your units after that time. We will sell any remaining
securities, and you will receive your final distribution in cash.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling securities. This may reduce the amount you receive as
your final distribution.
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 deliverying 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 and the Trustee, which sets forth their duties and
obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.
The Sponsors and the Trustee may amend the Indenture without your consent:
o to cure ambiguities;
o to correct or supplement any defective or inconsistent provision;
o to make any amendment required by any governmental agency; or
o 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:
o it fails to perform its duties and the Sponsors determine that its
replacement is in your best interest; or
o 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 Trustee may
resign or be removed by the Sponsors without the consent of investors. The
resignation or removal of the Trustee becomes effective when a successor accepts
appointment. The Sponsors will try to appoint a successor promptly; however, if
no successor has accepted within 30 days after notice of resignation, the
resigning Trustee may petition a court to appoint a successor.
8
<PAGE>
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:
o remove it and appoint a replacement Sponsor;
o liquidate the Fund; or
o continue to act as Trustee without a Sponsor.
Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.
The Trust Indenture contains customary provisions limiting the liability of the
Trustee and the Sponsors.
LEGAL OPINION
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsor, has given an opinion that the units are validly
issued.
AUDITORS
Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statement of Condition included in this
prospectus.
SPONSORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
PRUDENTIAL SECURITIES INCORPORATED (an
indirect wholly-owned subsidiary of the
Prudential Insurance Company of America)
One New York Plaza
New York, NY 10292
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
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,101 Barclay Street-- 17W, New York, New York 10268, 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.
CO TRUSTEE
State Street Bank and Trust Co., 2 International Place, 4th Floor, Boston,
Massachusetts 02110
9
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UNDERWRITERS' AND SPONSORS' PROFITS
Underwriters receive sales charges when they sell units. Any cash made available
by you to the Sponsors before the settlement date for your units may be used in
the Sponsors' businesses to the extent permitted by federal law and may benefit
the Sponsors.
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
The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to sell units in any country where
units cannot lawfully be sold.
CODE OF ETHICS
Merrill Lynch, as agent for the Sponsors, has adopted a code of ethics requiring
reporting of personal securities transactions by its employees with access to
information on portfolio transactions. The goal of the code is to prevent fraud,
deception or misconduct against the Fund and to provide reasonable standards of
conduct.
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'). We do not expect that the computer system changes necessary to
prepare for the Year 2000 will cause any major operational difficulties for the
Fund. The Year 2000 Problem may adversely affect the issuers of the securities
contained in the Fund, but we cannot predict whether any impact will be material
to the Fund as a whole.
TAXES
The following summarizes the material income tax consequences of holding Units.
It assumes that you are not a dealer in securities, financial institution,
insurance company or other investor with special circumstances. You should
consult your own tax adviser about your particular circumstances.
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Fund intends to quality for special tax treatment as a regulated investment
company so that it will not be subject to federal income tax on the portion of
its taxable income that it distributes to investors in a timely manner.
DISTRIBUTIONS
Distributions to you of the Fund's dividend income and of the Fund's gains from
Securities it has held for one year or less will generally be taxed to you as
ordinary income. Distributions to you in excess of the Fund's taxable income
will be treated as a return of capital and will reduce your basis in your Units.
To the extent such distributions exceed your basis, they will be treated as gain
from the sale of your Units.
Distributions to you that are treated as ordinary income will constitute
dividends for federal income tax purposes. Corporate investors may be eligible
for the 70% dividends-received deduction with respect to these distributions.
You should consult your tax adviser.
10
<PAGE>
Distributions to you of the Fund's net capital gain that are designated as
capital gain dividends will generally be taxable to you as long-term capital
gain, regardless of how long you have held your Units.
GAIN OR LOSS UPON DISPOSITION
You will generally recognize capital gain or loss when you dispose of your
Units. If you receive Securities upon redemption of your Units, you will
generally recognize capital gain or loss equal to the difference between your
basis in your Units and the fair market value of the Securities received in
redemption.
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 will generally be long-term if you have held your
investment which produces the gain or loss for more than one year and short-term
if you have held it for one year or less. However, any capital loss on the sale
or redemption of a unit you have held for six months or less will be a long-term
capital loss to the extent of any capital gain dividends previously distributed
to you by the Fund. 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 SECURITIES
Your aggregate basis in the Units will generally be equal to the cost of your
Units, including the initial sales charge.
FOREIGN INVESTORS
If you are a foreign investor and you are not engaged in a U.S. trade or
business, you will generally be subject to 30% withholding tax (or a lower
applicable treaty rate) on distributions. You should consult your tax adviser
about the possible application of federal, state and local, and foreign taxes.
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
and general information about the structure and operation of the Fund. The
supplemental information is also available from the SEC.
11
DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
UTILITY COMMON STOCK SERIES - 2
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders
of Defined Asset Funds - Equity Investor Fund,
Utility Common Stock Series - 2:
We have audited the accompanying statement of condition of Defined
Asset Funds - Equity Investor Fund, Utility Common Stock Series - 2,
including the portfolio, as of February 28, 1999 and the related
statements of operations and of changes in net assets for the years
ended February 28, 1999 and 1998 and February 29, 1997. These
financial statements are the responsibility of the Trustee. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Securities
owned at February 28, 1999, as shown in such portfolio, were
confirmed to us by The Bank of New York, 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 audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Defined
Asset Funds - Equity Investor Fund, Utility Common Stock Series - 2 at
February 28, 1999 and the results of its operations and changes in
its net assets for the above-stated years in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
May 3, 1999
D - 1
DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
UTILITY COMMON STOCK SERIES - 2
STATEMENT OF CONDITION
AS OF FEBRUARY 28, 1999
<TABLE>
<CAPTION>
<S> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $9,795,383) (Note 1) .................. $29,834,253
Dividends receivable............................ 76,750
Cash............................................ 552,406
______________
Total trust property.................. 30,463,409
LESS LIABILITY - Accrued expenses.................. 8,250
NET ASSETS, REPRESENTED BY:
51,706 units of fractional undivided
interest outstanding (Note 3)................. $29,833,762
Undistributed net investment income............. 621,397
____________
$30,455,159
==============
UNIT VALUE ($30,455,159/51,706 units)............. $589.01
==============
See Notes to Financial Statements.
</TABLE>
D - 2
<PAGE>
DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
UTILITY COMMON STOCK SERIES - 2
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
...........Years Ended February 28,.......
1999 1998 1997
__________________________________________
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividend income................................. $1,536,422 $1,657,767 $1,837,239
Trustee's fees and expenses..................... (53,480) (39,872) (31,253)
Sponsors' fees ................................. (11,813) (4,514) (32,194)
__________________________________________
Net investment income........................... 1,471,129 1,613,381 1,773,792
__________________________________________
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Realized gain on securities sold or
redeemed...................................... 2,072,026 2,119,355 1,364,299
Unrealized appreciation (depreciation)
of investments................................ (1,380,342) 2,346,606 (1,894,095)
__________________________________________
Net realized and unrealized gain (loss) on
investments................................... 691,684 4,465,961 (529,796)
__________________________________________
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS................................. $2,162,813 $6,079,342 $1,243,996
==========================================
See Notes to Financial Statements.
</TABLE>
D - 3
<PAGE>
DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
UTILITY COMMON STOCK SERIES - 2
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
...........Years Ended February 28,.......
1999 1998 1997
__________________________________________
<S> <C> <C> <C>
OPERATIONS:
Net investment income........................... $ 1,471,129 $ 1,613,381 $ 1,773,792
Realized gain on securities sold
or redeemed.................................. 2,072,026 2,119,355 1,364,299
Unrealized appreciation (depreciation) of
investments.................................. (1,380,342) 2,346,606 (1,894,095)
__________________________________________
Net increase in net assets resulting
from operations.............................. 2,162,813 6,079,342 1,243,996
__________________________________________
DISTRIBUTIONS TO HOLDERS (Note 2):
Income.......................................... (1,453,731) (1,614,661) (1,868,862)
Principal....................................... (2,576,624) (1,757,410) (1,492,907)
__________________________________________
Total distributions............................. (4,030,355) (3,372,071) (3,361,769)
__________________________________________
CAPITAL SHARE TRANSACTIONS:
Creation of 794 and 991 units.................. 530,823 614,416
Redemptions of 1,840, 3,987 and 1,770 units,
respectively................................... (1,183,073) (2,298,143) (1,019,988)
__________________________________________
Net Capital share Transactions (652,250) (1,683,727) (1,019,988)
__________________________________________
NET INCREASE (DECREASE) IN NET ASSETS............. (2,519,792) 1,023,544 (3,137,761)
NET ASSETS AT BEGINNING OF YEAR................... 32,974,951 31,951,407 35,089,168
__________________________________________
NET ASSETS AT END OF YEAR......................... $30,455,159 $32,974,951 $31,951,407
==========================================
PER UNIT:
Income distributions during year................ $27.95 $30.05 $32.89
==========================================
Principal distributions during year............. $49.94 $33.42 $26.26
==========================================
Net asset value at end of year.................. $589.01 $625.09 $573.14
==========================================
TRUST UNITS OUTSTANDING AT END OF YEAR............ 51,706 52,752 55,748
==========================================
See Notes to Financial Statements.
</TABLE>
D - 4
<PAGE>
DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
UTILITY COMMON STOCK SERIES - 2
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940 as a Unit
Investment Trust. The following is a summary of significant accounting
policies consistently followed by the Fund in the preparation of its
financial statements. The policies are in conformity with generally
accepted accounting principles.
(a) Securities are valued at the last sales prices reported at the
close of business on the New York Stock Exchange. Realized gains or
losses on sales of securities are determined using the average cost
method.
(b) The Fund is not subject to income taxes. Accordingly, no provision
for such taxes is required.
(c) Dividend income is recorded on the ex-dividend date.
2. DISTRIBUTIONS
A distribution of net investment income is made to Holders each month.
Receipts other than dividends, after deductions for redemptions and
applicable expenses, are also distributed periodically.
3. NET CAPITAL
<TABLE>
<CAPTION>
<S> <C>
Cost of 51,706 units at Date of Deposit............................................ $28,001,826
Less sales charge.................................................................. (1,183,428)
_______________
Net amount applicable to Holders................................................... 26,818,398
Redemptions of units - net cost of 89,584 units redeemed less redemption
amounts.......................................................................... (11,262,181)
Realized gain on securities sold or redeemed....................................... 30,387,276
Principal distributions............................................................ (36,148,601)
Unrealized appreciation of investments............................................. 20,038,870
_______________
Net capital applicable to Holders.................................................. $29,833,762
===============
</TABLE>
4. INCOME TAXES
As of February 28, 1999, unrealized appreciation of investments, based on
cost for Federal income tax purposes, aggregated $20,038,870, all of which
related to appreciated securities. The cost of investment securities for
Federal income tax purposes was $9,795,383 at February 28, 1999.
D - 5
<PAGE>
DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
UTILITY COMMON STOCK SERIES - 2
PORTFOLIO
AS OF FEBRUARY 28, 1999
<TABLE>
<CAPTION>
Current
Annual or
Shares Indicated
Port- of Dividend
folio Common Per
No. Description of Security Stock Percent(3) Share(2) Cost Value(1)
___ _______________________ ______ __________ _________ ____ ________
<S> <C> <C> <C> <C> <C>
1 AT&T Corporation 9,987 2.749 % 1.320 $ 116,612 $ 820,182
2 Airtouch Communications 5,632 1.719 0.000 41,903 512,864
3 Allegheny Energy, Inc. 91,850 9.139 1.720 801,355 2,726,797
4 Ameren Corporation 38,884 4.863 2.540 832,581 1,450,859
5 Ameritech Corporation 15,196 3.329 1.270 97,408 993,438
6 Baltimore Gas & Elec. Co. 48,488 4.164 1.680 390,424 1,242,505
7 Bell Atlantic Corporation (4) 10,864 2.091 1.540 95,232 624,001
8 Bell South Corporation (4) 21,644 3.355 0.760 107,037 1,001,035
9 Carolina Pwr. & Lt. Co. 51,976 6.952 2.000 554,220 2,072,543
10 Central & South West Corporation 58,550 4.869 1.740 453,959 1,452,772
11 Cilcorp Inc. 4,316 0.859 2.460 77,497 256,532
12 Cinergy Corporation 49,550 4.855 1.800 864,147 1,446,241
13 Conectiv Inc. (5) 18,825 1.336 1.540 206,705 398,855
14 Conectiv Inc. Class A (5) 3,712 0.455 3.200 65,606 135,952
15 Consolidated Edison, Inc. 10,000 1.566 2.140 79,451 467,500
16 Florida Progress Corporation 63,900 8.594 2.140 622,156 2,563,988
17 IPALCO Enterprises 59,300 9.528 1.100 494,390 2,842,694
18 Kansas City Power & Lighting Co. 51,600 4.410 1.660 1,073,870 1,315,800
19 Lucent Technologies (4) 6,472 2.203 0.160 47,736 657,312
20 Minnesota Pwr. & Lt. Co. 13,518 1.820 2.140 140,045 543,255
21 New England Elect. Sys. 6,532 1.065 2.360 109,203 318,027
22 SBC Communications Inc. (4) 27,080 4.799 0.935 150,457 1,431,855
23 Scana Corporation 99,490 7.836 1.540 763,750 2,338,015
24 Sempra Energy (6) 51,700 3.639 1.560 1,063,201 1,085,700
25 Southern Co. 42,900 3.603 1.340 536,623 1,075,181
26 U.S. West Inc. (7) 1,132 0.202 2.140 9,815 60,350
_________ _____________ _____________
TOTAL 100.000 % $9,795,383 $29,834,253
========= ============= =============
</TABLE>
1) See Notes to Financial Statements.
2) Based on the latest quarterly or semiannual declaration.
3) Based on Value.
4) Includes a 2 for 1 stock split
5) Merger with Atlantic Energy Inc.
6) Merger with Enova Corporation
7) Name change from U.S. West Communications Group
D - 6
<PAGE>
<PAGE>
Defined
Asset FundsSM
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most UTILITY COMMON STOCK SERIES--2
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:
o Securities Act of 1933 (file no.
2-68016) and
o 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.
11822--6/99
