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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1999
REGISTRATION NO. 333-02695
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-6
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FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
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A. EXACT NAME OF TRUST:
EQUITY INVESTOR FUND
CONCEPT SERIES
REAL ESTATE INCOME FUND 2
DEFINED ASSET FUNDS
(A UNIT INVESTMENT TRUST)
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SALOMON SMITH BARNEY INC.
PRUDENTIAL SECURITES INCORPORATED
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
DEFINED ASSET FUNDS
POST OFFICE BOX 9051
PRINCETON, NJ 08543-9051 SALOMON SMITH BARNEY INC.
388 GREENWICH
STREET--23RD FLOOR
NEW YORK, NY 10013
PRUDENTIAL SECURITIES PAINEWEBBER INCORPORATED DEAN WITTER REYNOLDS INC.
INCORPORATED 1285 AVENUE OF THE TWO WORLD TRADE
ONE NEW YORK PLAZA AMERICAS CENTER--59TH FLOOR
NEW YORK, NY 10292 NEW YORK, NY 10019 NEW YORK, NY 10048
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ. ROBERT E. HOLLEY MICHAEL KOCHMANN
P.O. BOX 9051 1200 HARBOR BLVD. 388 GREENWICH STREET
PRINCETON, NJ 08543-9051 WEEHAWKEN, NJ 07087 NEW YORK, NY 10013
COPIES TO: DOUGLAS LOWE, ESQ.
PIERRE DE SAINT PHALLE, DEAN WITTER REYNOLDS INC.
LEE B. SPENCER, JR. ESQ. TWO WORLD TRADE
ONE NEW YORK PLAZA 450 LEXINGTON AVENUE CENTER--59TH FLOOR
NEW YORK, NY 10292 NEW YORK, NY 10017 NEW YORK, NY 10048
The issuer has registered an indefinite number of Units under the Securities Act
of 1933 pursuant to Rule 24f-2 and filed the Rule 24f-2 Notice for the most
recent fiscal year on March 9, 1999.
Check box if it is proposed that this filing will become effective on August 27,
1999 pursuant to paragraph (b) of Rule 485. / x /
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DEFINED ASSET FUNDSSM
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EQUITY INVESTOR FUND
CONCEPT SERIES
REAL ESTATE INCOME FUND 2
(A UNIT INVESTMENT TRUST)
O PROFESSIONAL SELECTION
O REINVESTMENT OPTION
O MONTHLY INCOME
SPONSORS:
Merrill Lynch,
Pierce, Fenner & Smith -------------------------------------------------
Incorporated The Securities and Exchange Commission has not
Salomon Smith Barney Inc. approved or disapproved these Securities or
Prudential Securities passed upon the adequacy of this prospectus. Any
Incorporated representation to the contrary is a criminal
PaineWebber Incorporated offense.
Dean Witter Reynolds Inc. Prospectus dated August 27, 1999.
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Defined 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 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 AND 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 IN THIS PROSPECTUS IS AS OF THE EVALUATION DATE. MAY
31, 1999.
CONTENTS
PAGE
-----------
Risk/Return Summary..................................... 3
What You Can Expect From Your Investment................ 6
Income............................................... 6
Records and Reports.................................. 6
The Risks You Face...................................... 6
Concentration Risk................................... 6
REIT Taxation Risk................................... 7
Litigation and Legislation Risks..................... 7
Selling or Exchanging Units............................. 7
Sponsors' Secondary Market........................... 8
Selling Units to the Trustee......................... 8
Exchange Option...................................... 8
How The Fund Works...................................... 9
Pricing.............................................. 9
Evaluations.......................................... 9
Income............................................... 9
Expenses............................................. 9
Portfolio Changes.................................... 10
Portfolio Termination................................ 10
Certificates......................................... 10
Trust Indenture...................................... 11
Legal Opinion........................................ 11
Auditors............................................. 11
Sponsors............................................. 12
Trustee.............................................. 12
Underwriters' and Sponsors' Profits.................. 12
Public Distribution.................................. 12
Code of Ethics....................................... 13
Year 2000 Issues..................................... 13
Advertising and Sales Literature..................... 13
Taxes................................................... 13
Supplemental Information................................ 14
Financial Statements.................................... 15
Report of Independent Accountants.................... 15
Statement of Condition............................... 15
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RISK/RETURN SUMMARY
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
The Portfolio seeks total return through capital
appreciation and high current income by investing for
approximately two years in a fixed portfolio of publicly
traded equity real estate investment trusts.
You can participate in the Portfolio by purchasing units.
Each unit represents an equal share of the stocks in the
Portfolio and receives an equal share of income
distributions.
2. WHAT IS THE PORTFOLIO'S INVESTMENT STRATEGY?
o The Portfolio contains 38 equity REITs selected by the
Sponsors with research provided by a professional REIT
consultant, Cohen & Steers Capital Management, Inc. Working
with Cohen & Steers, we selected each REIT stock based on
research including each REIT's:
-- risk-adjusted potential returns;
-- performance under various economic conditions;
-- appreciation potential of property owned;
-- financial strength and flexibility;
-- cash-flow quality; and
-- growth potential.
o The research also considered whether a REIT's management
was highly focused and free from conflict and whether it
had access to capital markets.
o We also considered liquidity, yield and diversification by
category and geographic location.
o In the opinion of the Sponsors, as of the initial date of
deposit (June 25, 1996) these REITs had attractive dividend
yields and the potential for capital appreciation and
increasing dividends.
o Over the long-term, REITs tend to be a hedge against
inflation, and have historically demonstrated a low
correlation to price movements of major indices.
o Investing in the Portfolio rather than in only one or two
of the underlying REITs is a way to diversify your
investment, even though 100% of the Portfolio is invested
in a single industry.
The Portfolio plans to hold the stocks in the Portfolio for
about one year. At the end of that time, we will liquidate
the Portfolio and select a new portfolio, if available.
3. WHAT REAL ESTATE SECTORS ARE REPRESENTED IN THE PORTFOLIO?
The Portfolio contains REITs in the following real estate
sectors:
APPROXIMATE
PORTFOLIO
PERCENTAGE
o Office 19%
o Regional Mall 18
o Apartment 17
o Shopping Center 17
o Diversified 11
o Healthcare 6
o Warehouse/Industrial 6
o Manufactured Housing 4
o Factory Outlets 2
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE PORTFOLIO. THIS CAN
HAPPEN FOR VARIOUS REASONS, INCLUDING:
o The Portfolio is considered to be 'concentrated' in the
real estate industry and is subject to certain risks
associated with ownership of real estate generally and the
value of REITs in particular.
-- The REIT market has undergone considerable growth and
change in recent years with the transformation from
private to public ownership of real estate. Significant
developments affecting REITs, which are generally
disclosed in periodic reports filed by the REITs under
the federal securities laws, are expected to continue.
-- Certain of the REITs may be relatively illiquid and some
of the issuers may be thinly capitalized or have a
limited operating history and as a result may be
especially susceptible to stock market and real estate
fluctuations.
o There can be no assurance that the issuers of the
underlying securities will pay dividends.
o Stock prices can be volatile.
o Share prices and dividend yields may decline during the
life of the Portfolio.
o The Portfolio may continue to purchase or hold the REITs
originally selected even though their market value or yield
may have changed.
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5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want total return through capital appreciation
and high dividend income. You will benefit from a
professionally selected and supervised portfolio whose risk
is reduced by investing in equity securities of different
issuers.
The Portfolio is not appropriate for you if you are
unwilling to take the risk involved with an equity REIT
investment. It may not be appropriate for you if you are
seeking preservation of capital.
6. WHAT ARE THE PORTFOLIO'S FEES AND EXPENSES?
This table shows the costs and expenses you may pay,
directly or indirectly, when you invest in the Portfolio.
ESTIMATED ANNUAL OPERATING
EXPENSES
AMOUNT
PER 1,000
UNITS
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$ 0.80
Trustee's Fee
$ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees (including
updating
expenses)
$ 0.33
Organization Costs
$ 1.50
REIT Consultant's Fee
$ 0.14
Other Operation Expenses
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$ 3.22
TOTAL
The Sponsors historically paid organization costs and
updating expenses.
INVESTOR FEES
2.00%
Maximum Sales Fee (Load) on new purchases
(as a percentage of $1,000 invested)
You will pay an up-front sales fee of approximately 1.50%.
In addition, quarterly deferred sales charges of $1.625
per 1,000 units ($6.50 annually) will be deducted from the
Portfolio's net asset value.
EXAMPLE
This example may help you compare the cost of investing in
the Portfolio to the cost of investing in other funds.
The example assumes that you invest $10,000 in the
Portfolio for the periods indicated and sell all your units
at the end of those periods. The example also assumes a 5%
return on your investment each year and that the
Portfolio's operating expenses stay the same. Although your
actual costs may be higher or lower, based on these
assumptions your costs would be:
1 Year
$332
7. IS THE PORTFOLIO MANAGED?
Unlike a mutual fund, the Portfolio is not managed and
securities are not sold because of market changes. The
Sponsors monitor the portfolio and may instruct the Trustee
to sell securities under certain limited circumstances.
8. HOW DO I BUY UNITS?
You can buy units from any of the Sponsors and other
broker-dealers. The Sponsors are listed later in this
prospectus. Some banks may offer units for sale through
special arrangements with the Sponsors, although certain
legal restrictions may apply. Employees of certain Sponsors
and Sponsor affiliates and non-employee directors of
certain of the Sponsors may purchase Units at a reduced
sales charge.
The minimum investment is $250.
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UNIT PRICE PER 1,000 UNITS $1,195.27
(as of May 31, 1999)
Unit price is based on the net asset value of the Portfolio
plus the up-front sales fee. Unit price also includes the
estimated organization costs shown on page 4, to which no
sales fee has been applied.
The Portfolio stocks are valued by the Trustee on the basis
of their closing prices at 4:00 p.m. Eastern time every
business day. Unit price changes every day with changes in
the prices of the stocks.
9. HOW DO I SELL UNITS?
You may sell your units at any time to any Sponsor 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 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 will not
be eligible for the dividends-received deduction for
corporations. Certain distributions may be designated as
capital gain dividends, which may be eligible for the 20%
maximum federal tax rate in the hands of noncorporate
investors. 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 Portfolio. You will pay only the
deferred sales fee remaining at the time of reinvestment.
Unless you choose reinvestment, you will receive your
distributions in cash.
EXCHANGE PRIVILEGES
You may exchange units of this Portfolio for units of
certain other Defined Asset Funds. You may also exchange
into this Portfolio from certain other funds.
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WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any income it has received monthly during its
life. Because the Portfolio 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 in the Portfolio because of additional securities purchases or
sales;
o a change in the Portfolio'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 Portfolio 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 request audited financial statements of the Portfolio from the Trustee.
You may inspect records of Portfolio transactions at the Trustee's office during
regular business hours.
THE RISKS YOU FACE
CONCENTRATION RISK
When stocks in a particular industry make up 25% or more of the Portfolio, the
Portfolio is said to be 'concentrated' in that industry, which makes the
Portfolio less diversified.
Many factors can have an adverse impact on the performance of a particular REIT,
its cash available for distribution, the credit quality of a particular REIT or
the real estate industry generally. Risks associated with the direct ownership
of real estate include, among other factors:
o general and local economic conditions;
o decline in real estate values;
o the financial health of tenants;
o overbuilding and increased competition for tenants;
o oversupply of properties for sale, changing demographics, changes in
interest rates, changes in government regulations, faulty construction;
o changes in neighborhood values;
o the unavailability of construction financing or mortgage loans at rates
acceptable to developers.
o Variations in rental income and space availability and vacancy rates in
terms of supply and demand are additional factors affecting real estate
generally and REITs in particular.
o E-commerce though the internet may have an adverse impact on retail sales
of tenants of retail shopping centers and to a lesser extent, regional
malls.
o The financial condition of some tenants of healthcare REITs have been
adversely affected by the balanced budget
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amendment of 1997 which reduced medicare reimbursement levels.
o REITs may not be diversified and are subject to;
-- the risks of financing projects;
-- defaults by borrowers;
-- self-liquidation; and
-- the market's perception of the REIT industry generally.
o Certain REITs in the Portfolio may be structured as UPREITs. This form of
REIT owns an interst in a partnership that owns real estate, which can
result in a potential conflict of interest between shareholders who may
want to sell an asset and partnership interest holders who would be subject
to tax liability if the REIT sells the property.
o In some cases, REITs have entered into 'no sell' agreements, which are
designed to avoid a taxable event to the holders of partnership units by
preventing the REIT from selling the property. This kind of arrangement
could mean that the REIT would refuse a lucrative offer for an asset or be
forced to hold on to a poor asset. Because 'no sell' agreements are often
undisclosed, the Sponsors are unable to state whether any of the REITs in
the Portfolio have entered into this kind of arrangement.
Certain of the REITs may be relatively illiquid and some of the issuers may be
thinly capitalized or have a limited operating history and as a result may be
especially susceptible to stock market and real estate fluctuations.
REIT TAXATION RISK
Each REIT in which the Portfolio invests will have stated its intention to be
treated as a 'real estate investment trust.' However, we cannot assure you that
the REITs have complied or will comply with the numerous requirements necessary
for a REIT to qualify as a 'real estate investment trust.' If a REIT fails to so
qualify, its taxable income will be subject to a regular corporate tax, and it
will not be eligible for a treatment as a REIT for the next four taxable years.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Portfolio.
Future tax legislation could affect the value of the Portfolio by:
o reducing the dividends-received deduction or
o increasing the corporate tax rate resulting in less money available for
dividend payments.
SELLING OR EXCHANGING UNITS
You can sell your units at any time for a price based on their net asset value.
Your net asset value is calculated each business day by:
o adding the value of the Portfolio Securities, cash and any other Portfolio
assets;
o subtracting accrued but unpaid Portfolio expenses, unreimbursed Trustee
advances, cash held to buy back units or for distribution to investors,
and any other Portfolio liabilities; and
o 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.
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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 Portfolio does not have cash available to pay you for the units you are
selling, the agent for the Sponsors will select securities to be sold. These
sales could be made at times when the securities would not otherwise be sold and
may result in your receiving less than you paid for your unit and also reduce
the size and diversity of the Portfolio.
If you would be entitled to receive at least 100 shares of each REIT in the
Portfolio, you may choose to receive your distribution 'in kind.' If you so
choose, you will receive securities and cash with a total value equal to the
price of your units. The Trustee will try to distribute securities in the
portfolio pro rata, but it reserves the right to distribute only one or a few
securities. The Trustee will act as your agent in an in-kind distribution and
will either hold the securities for your account or transfer them as you
instruct. You must pay any transaction costs as well as transfer and ongoing
custodial fees on sales of securities distributed in-kind.
There could be a delay in paying you for your units:
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.
EXCHANGE OPTION
The Portfolio will terminate by August 18, 2000.
You may exchange units of this Portfolio for units of another Select or Focus
Series or certain other Defined Asset Funds any time before this Portfolio
terminates. To exchange
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units, you should talk to your financial professional about what Portfolios are
exchangeable, suitable and currently available.
We may amend or terminate the options to exchange your units at any time without
notice.
HOW THE FUND WORKS
PRICING
Units are charged a combination of initial and deferred sales fees.
The deferred sales fee is generally a quarterly charge of $1.625 per 1,000
units.
It is anticipated that securities will not be sold to pay the deferred sales fee
until after the date of the last annual installment. Investors will be at risk
for market price fluctuations in the securities from the several installment
accrual dates to the dates of actual sale of securities to satisfy this
liability.
EVALUATIONS
The Trustee values the securities on each business day (i.e., any day other than
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
If the securities are listed on a national securities exchange or the Nasdaq
National Market, evaluations are generally based on closing sales prices on that
exchange or that system or, if closing sales prices are not available, at the
mean between the closing bid and offer prices.
INCOME
o The annual income per unit, after deducting estimated annual Portfolio
expenses per unit, will depend primarily upon the amount of dividends declared
and paid by the issuers of the securities and changes in the expenses of the
Portfolio and, to a lesser degree, upon the level of purchases of additional
securities and sales of securities. There is no assurance that dividends on
the securities will continue at their current levels or be declared at all.
o Each unit receives an equal share of distributions of dividend income net of
estimated expenses. Each investor's monthly income distribution will equal
approximately one-twelfth of the investor's pro rata share of the estimated
annual income to the Income Account, after deducting estimated expenses.
Because dividends on the securities are not received at a constant rate
throughout the year, any distribution may be more or less than the amount then
credited to the income account. The Trustee credits dividends received to an
Income Account and other receipts to a Capital Account. The Trustee may
establish a reserve account by withdrawing from these accounts amounts it
considers appropriate to pay any material liability. These accounts do not
bear interest.
EXPENSES
The Trustee is paid a fee monthly. It also benefits when it holds cash for the
Portfolio in non-interest bearing accounts. The Trustee may also receive
additional amounts:
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o for extraordinary services and costs of indemnifying the Trustee and the
Sponsors;
o costs of actions taken to protect the Portfolio and other legal fees and
expenses;
o expenses for keeping the Portfolio's registration statement current; and
o Portfolio termination expenses and any governmental charges.
The Sponsors are currently reimbursed up to 70 cents per 1,000 units annually
for providing portfolio supervisory, bookkeeping and administrative services and
for any other expenses properly chargeable to the Portfolio. Legal, typesetting,
electronic filing and regulatory filing fees and expenses associated with
updating the Portfolio's registration statement yearly are also now chargeable
to the Portfolio. While this fee may exceed the amount of these costs and
expenses attributable to this Portfolio, the total of these fees for all Series
of Defined Asset Funds will not exceed the aggregate amount attributable to all
of these Series for any calendar year. Certain of these expenses were previously
paid for by the Sponsors.
The Trustee's and Sponsors'fees may be adjusted for inflation without investors'
approval.
The deferred sales fees you owe are paid from the Capital Account. Although we
may collect the deferred sales charge monthly, to keep Units more fully invested
we do not currently plan to pay the deferred sales charge until after the
rollover notification date.
The Sponsors will pay advertising and selling expenses at no charge to the
Portfolio. If Portfolio expenses exceed initial estimates, the Portfolio will
owe the excess. The Trustee has a lien on Portfolio assets to secure
reimbursement of Portfolio expenses and may sell securities if cash is not
available.
PORTFOLIO CHANGES
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which will affect the size
and composition of the portfolio.
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 Portfolio relative to its original size;
o ratio of Portfolio expenses to income; and
o cost of maintaining a current prospectus.
PORTFOLIO TERMINATION
When the Portfolio is about to terminate you will receive a notice, and you will
be unable to sell your units after that time. Unless you choose to receive an
in-kind distribution of securities, we will sell any remaining securities, and
you will receive your final distribution in cash.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling securities. This may reduce the amount you receive as
your final distribution.
CERTIFICATES
Certificates for units are issued on request. You may transfer certificates by
complying withe the requirements for redeeming certificates, described above.
You can replace lost ot mutilated certificates by deliving
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satisfactory indemnity and paying the associated costs.
TRUST INDENTURE
The Portfolio is a 'unit investment trust' governed by a Trust Indenture, a
contract among the Sponsors and the Trustee, which sets forth their duties and
obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.
The Sponsors and the Trustee may amend the Indenture without your consent:
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 Portfolio 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;
o it becomes incapable of acting or bankrupt or its affairs are taken over by
public authorities; or
o the Sponsors determine that its replacement is in your best interest.
Investors holding 51% of the units may remove the Trustee. The Trustee may
resign or be removed by the Sponsors without the consent of investors. The
resignation or removal of the Trustee becomes effective when a successor accepts
appointment. The Sponsors will try to appoint a successor promptly; however, if
no successor has accepted within 30 days after notice of resignation, the
resigning Trustee may petition a court to appoint a successor.
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
o remove it and appoint a replacement Sponsor;
o liquidate the Portfolio; 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 Sponsors, has given an opinion that the units are
validly issued.
AUDITORS
Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
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independent accountants, audited the Statement of Condition included in this
prospectus.
SPONSORS
The Sponsors are:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PRUDENTIAL SECURITIES INCORPORATED (an
indirect wholly-owned subsidiary of the
Prudential Insurance Company of America)
One New York Plaza
New York, NY 10292
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019
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
Station, 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. Any cash made available
by you to the Sponsors before the settlement date for those units may be used in
the Sponsors' businesses to the extent permitted by federal law and may benefit
the Sponsors.
A Sponsor or Underwriter may realize profits or sustain losses on stocks in the
Portfolio which were acquired from underwriting syndicates of which it was a
member.
Any profit or loss to the Portfolio will be effected by the receipt of
applicable sales charges and a gain or loss on subsequent deposits of
securities. In maintaining a secondary market, the 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.
Dealers will be entitled to a concession of 1.30% of the Unit Price on Units
sold or redeemed.
The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus
12
<PAGE>
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 Portfolio 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
Portfolio. The Year 2000 Problem may adversely affect the issuers of the REIT's
contained in the Portfolio, but we cannot predict whether any impact will be
material to the Portfolio as a whole.
ADVERTISING AND SALES LITERATURE
Advertising and sales literature may include brief descriptions of the principal
businesses of the companies represented in the Portfolio and the research
analysis of why they were selected.
TAXES
The following summarizes the material income tax consequences of holding Units.
It assumes that you are not a dealer, financial institution, insurance company
or other investor with special circumstances. You should consult your own tax
adviser about your particular circumstances.
In the opinion of our counsel, under existing law:
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Portfolio intends to qualify 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 Portfolio's dividend income and of the Portfolio's
gains from Securities it has held for one year or less will generally be taxed
to you as ordinary income, to the extent of the Portfolio's taxable income not
attributable to the Portfolio's net capital gain. Distributions to you in excess
of the Portfolio'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 will not be
eligible for the 70% dividends-received deduction with respect to these
distributions.
Distributions to you of the Portfolio's net capital gain will generally be
taxable to you as long-term capital gain, regardless of how long you have held
your Units.
13
<PAGE>
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
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 SECURITIES
Your aggregate basis in the Units will generally be equal to the cost of your
Units, including the initial sales charge. You should not increase your basis in
your Units by deferred sales charges or organizational expenses, because the tax
reporting form and annual statements you receive will be based on the net
amounts paid to you, from which these expenses will already be deducted.
FOREIGN INVESTORS
If you are a foreign investor and you are not engaged in a U.S. trade or
business, you generally will be subject to 30% withholding tax (or a lower
applicable treaty rate) on distributions. Based on the advice of our special
counsel as to existing law, the Trustee does not intend to withhold from
distributions to you of a Portfolio's net capital gain. Gain from sale or
redemption of your units should not be subject to withholding tax. You should
consult your tax adviser about the possible application of federal, state and
local, and foreign taxes.
RETIREMENT PLANS
You may wish to purchase units for an Individual Retirement Account ('IRAs') or
other retirement plan. Generally, capital gains and income received in each of
these plans are exempt from federal taxation. All distributions from these types
of plans are generally treated as ordinary income but may, in some cases, be
eligible for tax-deferred rollover treatment. You should consult your attorney
or tax adviser about the specific tax rules relating to these plans. These plans
are offered by brokerage firms, including the Sponsors of this Portfolio, and
other financial institutions. Fees and charges with respect to such plans may
vary.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Portfolio by
calling the Trustee. The supplemental information includes more detailed risk
disclosure and general information about the structure and operation of the
Portfolio. The supplemental information is also available from the SEC.
14
DEFINED ASSET FUNDS - THE EQUITY INCOME FUND,
SECOND EXCHANGE SERIES - AT&T SHARES
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of
Defined Asset Funds - Equity Income Fund,
Second Exchange Series - AT&T Shares:
We have audited the accompanying statement of condition of Defined Asset
Funds - The Equity Income Fund, Second Exchange Series - AT&T Shares as
of June 30, 1999 and the related statements of operations and of changes
in net assets for the years ended June 30, 1999, 1998 and 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 June 30, 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 - The Equity Income Fund, Second Exchange Series - AT&T
Shares, at June 30, 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.
August 30, 1999
D - 1
DEFINED ASSET FUNDS - EQUITY INCOME FUND,
SECOND EXCHANGE SERIES - AT&T SHARES
STATEMENT OF CONDITION
AS OF JUNE 30, 1999
<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $17,384,194) (Notes 1 and 2)............ $94,196,796
Dividends receivable............................ 48,872
Cash............................................ 556,934
____________
Total trust property.................. 94,802,602
Less Liabilities:
Distribution payable............................ $ 109,007
Accrued expenses................................ 6,989 115,996
____________ ____________
NET ASSETS, REPRESENTED BY:
3,758,875 units of fractional undivided
interest outstanding (Notes 6 and 8).......... 94,730,040
Excess of income distributed over net
investment income............................. (43,434)
____________
$94,686,606
==============
UNIT VALUE ($94,686,606/3,758,875 units).......... $25.19
==============
</TABLE>
See Notes to Financial Statements.
D - 2
<PAGE>
DEFINED ASSET FUNDS - EQUITY INCOME FUND,
SECOND EXCHANGE SERIES - AT&T SHARES
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
............Years Ended June 30,..........
1999 1998 1997
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividend income................................. $ 1,281,286 $ 1,317,253 $1,291,827
Trustee's fees and expenses..................... (38,935) (41,410) (36,123)
Sponsors' fees ................................. (3,052) (1,578) (1,894)
__________________________________________
Net investment income........................... 1,239,299 1,274,265 1,253,810
__________________________________________
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENT:
Realized gain on securities sold
or redeemed............................. 927,416 332,829 623,593
Unrealized appreciation (depreciation)
of investments.......................... 31,141,094 20,314,553 4,010,191
__________________________________________
Net realized and unrealzed gain (loss) on
investments. ............................. 32,068,510 20,647,382 4,633,784
__________________________________________
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS............................... $33,307,809 $21,921,647 $5,887,594
==========================================
</TABLE>
See Notes to Financial Statements.
D - 3
<PAGE>
DEFINED ASSET FUNDS - EQUITY INCOME FUND,
SECOND EXCHANGE SERIES - AT&T SHARES
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
............Years Ended June 30,..........
1999 1998 1997
<S> <C> <C> <C>
OPERATIONS:
Net investment income........................... $ 1,239,299 $ 1,274,265 $ 1,253,810
Realized gain on securities sold
or redeemed................................. 927,416 332,829 623,593
Unrealized appreciation (depreciation) of
investments.................................. 31,141,094 20,314,553 4,010,191
__________________________________________
Net increase in net assets resulting
from operations.............................. 33,307,809 21,921,647 5,887,594
__________________________________________
INCOME DISTRIBUTIONS TO HOLDERS (Note 3)........ (1,288,801) (1,270,679) (1,253,189)
__________________________________________
CAPITAL SHARE TRANSACTIONS:
Issuences of 3,608,520, 774 and 1,665 additional
units, respectively (Note 4)................. 253,918 401,814
Redemtpions of 1,158, 1,395 and 4,166 units,
respectively (Note 5)........................ (548,574) (484,391) (1,037,745)
_________________________________________
Net capital share transactions.................... (548,574) (230,473) (635,931)
_________________________________________
NET INCREASE (DECREASE) IN NET ASSETS............. 31,470,434 20,420,495 3,998,474
NET ASSETS AT BEGINNING OF YEAR................... 63,216,172 42,795,677 38,797,203
__________________________________________
NET ASSETS AT END OF YEAR......................... $94,686,606 $63,216,172 $42,795,677
==========================================
PER UNIT, (Note 8):
Income distributions during year................ $5.79 $8.36 $8.14
==========================================
Net asset value at end of year.................. $25.19 $417.23 $281.30
==========================================
TRUST UNITS OUTSTANDING AT END OF YEAR (Note 8)... 3,758,875 151,513 152,134
==========================================
</TABLE>
See Notes to Financial Statements.
D - 4
<PAGE>
DEFINED ASSET FUNDS - EQUITY INCOME FUND,
SECOND EXCHANGE SERIES - AT&T SHARES
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940 as a Unit
Investment Trust. A summary of the significant accounting policies, which
are in conformity with generally accepted accounting principles, followed
by the Fund in the preparation of its financial statements since
December 7, 1983, it's initial date of deposit, is as follows:
(a) Securities are stated at market value based on the last sales prices
reported at the close of business on the New York Stock Exchange. The
aggregate cost of securities represents the market value of the
securities on the dates they were acquired by the Fund; the
appropriate portion of such aggregate cost was allocated among the
portfolio holdings in shares of AT&T and seven regional holding
companies following their divestiture by AT&T in accordance with its
Plan of Reorganization. Realized gains or losses on sales of
securities are determined using the first-in first-out cost basis.
(b) The Fund is not subject to income taxes. Accordingly, no provision for
such taxes is required.
(c) Dividend income has been recognized on the ex-dividend date.
2. PORTFOLIO - JUNE 30, 1999
<TABLE>
<CAPTION>
Number
Shares
Common Market
Name of Issuer Stock Cost Value
________________ ________ _______ _________
<S> <C> <C> <C>
AT&T (2) 222,147 $ 2,954,520 $12,398,580
Ameritech 177,718 2,023,445 13,062,273
Bell Atlantic Corporation 209,470 3,578,247 13,694,101
BellSouth Corporation (1) 266,577 2,450,851 12,495,797
Lucent Technologies (1) 191,936 1,207,069 12,943,684
NCR Corp. 9,257 146,762 451,857
SBC Communications 264,380 2,829,051 15,334,040
U.S. West Inc 60,857 914,463 3,575,349
Vodafone Airtouch (3) 29,620 711,971 5,835,140
Mediaone Group 59,240 567,815 4,405,975
__________ __________
Total $17,384,194 $94,196,796
=========== ===========
</TABLE>
(1) Stock Split 2 for 1
(2) Soock Split 3 for 2
(3) Rec. 0.5 share for each share of Airtouch Communication, Inc.
D - 5
<PAGE>
DEFINED ASSET FUNDS - EQUITY INCOME FUND,
SECOND EXCHANGE SERIES - AT&T SHARES
NOTES TO FINANCIAL STATEMENTS
3. DISTRIBUTIONS
Any monthly distributions to Holders, who have not elected to participate
in the Fund's Reinvestment Plan, are made on or about the first day of
each month. Receipts other than interest, after deductions for redemptions
and applicable expenses, are also distibuted periodically. The
income distribution payable at June 30, 1999 was at the rate of $0.704
per unit.
4. REINVESTMENT PROGRAM
Holders may reinvest any distibutions in the Fund by executing an
appropriate notice of election to participate in the Fund's Reinvestment
Plan. The Sponsors (Merrill Lynch, Pierce, Fenner & Smith Inc., Morgan
Stanley Dean Witter Inc., Prudential Securities Inc. and Smith Barney
Inc.) may, in their sole discretion, cancel the Fund's Reinvestment Plan
at any time. Subsequent to March 31, 1984, Holders of The Equity Income
Fund, First Exchange Series - AT&T Shares could, by executing an
appropriate notice of election, reinvest any of their distributions from
that Fund into this Fund.
5. REDEMPTIONS
Holders may request redemptions of units by presentation thereof to the
Trustee, The Bank of New York. The Trustee has the option of redeeming
units in kind or in cash.
6. NET CAPITAL
<TABLE>
<S> <C>
Cost, including reinvested distributions, of 3,758,875 units at Dates
of Deposit............................................................ $17,716,065
Less sales charge....................................................... 796,894
____________
Net amount applicable to Holders........................................ 16,919,171
Redemptions of units - net cost of 8,239 units redeemed less redemption
amounts............................................................... (1,421,736)
Realized gain on securities sold or redeemed............................ 2,420,003
Unrealized appreciation of investments.................................. 76,812,602
____________
Net capital applicable to Holders....................................... $94,730,040
============
</TABLE>
D - 6
<PAGE>
DEFINED ASSET FUNDS - EQUITY INCOME FUND,
SECOND EXCHANGE SERIES - AT&T SHARES
NOTES TO FINANCIAL STATEMENTS
7. INCOME TAXES
All Fund items of income received, expenses paid, and realized gains and
losses on securities sold are attributable to the Holder's on a pro rata
basis, for Federal income tax purposes in accordance with the grantor
trust rules of the United States Internal Revenue Code.
At June 30, 1999, the cost of investment securities for Federal income tax
purposes was approximately equivalent to the cost as shown in the Fund's
portfolio.
8. FUND UNITS
Fund units were split 25 for 1 effective March 4, 1999.
D - 7
<PAGE>
Defined
Asset FundsSM
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most CONCEPT SERIES
recent free Information REAL ESTATE INCOME FUND 2
Supplement that gives more (A Unit Investment Trust)
details about the Fund, ---------------------------------------
by calling: This Prospectus does not contain
The Bank of New York complete information about the
1-800-221-7771 investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
o Securities Act of 1933 (file no.
333-02695) 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.
15331--8/99
<PAGE>
SERIES DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933
SEC
SERIES NUMBER FILE NUMBER
- --------------------------------------------------------------------------------
Equity Investor Fund, Select S&P Industrial Portfolio 1998
Series H.................................................... 333-64577
CONTENTS OF REGISTRATION STATEMENT
The Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The following exhibits:
1.1 --Form of Trust Indenture (incorporated by reference to Exhibit
1.1 to the Registration Statement of Equity Income Fund, Select
S&P Industrial Portfolio 1997 Series A. 1933 Act File No.
33-05683.
1.1.1 --Form of Standard Terms and Conditions of Trust Effective
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to
the Registration Statement of Municipal Investment Trust Fund,
Multistate Series--48, 1933 Act File No. 33-50247).
1.2 --Form of Master Agreement Among Underwriters (incorporated by
reference to Exhibit 1.2 to the Registration Statement of The
Corporate Income Fund, One Hundred Ninety-Fourth Monthly
Payment Series, 1933 Act File No. 2-90925).
3.1 --Opinion of counsel as to the legality of the securities being
issued including their consent to the use of their names under
the heading 'How The Fund Works--Legal Opinion' in the
Prospectus.
5.1 --Consent of independent accountants.
9.1 --Information Supplement (incorporated by reference to Exhibit
9.1 to the Registration Statement of Equity Income Fund, Select
Ten Portfolio 1999 International Series A (United Kingdom
Portfolio), 1933 Act File No. 333-70593).
R-1
<PAGE>
EQUITY INVESTOR FUND
REAL ESTATE INCOME FUND--2
DEFINED ASSET FUNDS
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
EQUITY INVESTOR FUND, REAL ESTATE INCOME FUND--2 DEFINED ASSET FUNDS (A UNIT
INVESTMENT TRUST), CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR
EFFECTIVENESS OF THIS REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER THE
SECURITIES ACT OF 1933 AND 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 18TH DAY OF AUGUST, 1999.
SIGNATURES APPEAR ON PAGES R-3, R-4, R-5, R-6 AND R-7.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Salomon Smith Barney
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
A majority of the members of the Board of Directors of Prudential
Securities Incorporated has signed this Registration Statement or Amendment to
the Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.
A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
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
GEORGE A. SCHIEREN
JOHN L. STEFFENS
J. DAVID MEGLEN
(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
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
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>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Prudential Securities have been filed
Incorporated: under Form SE and
the following 1933
Act File Numbers:
33-41631 and
333-15919
ROBERT C. GOLDEN
ALAN D. HOGAN
A. LAURENCE NORTON, JR.
LELAND B. PATON
VINCENT T. PICA II
MARTIN PFINSGRAFF
HARDWICK SIMMONS
LEE B. SPENCER, JR.
BRIAN M. STORMS
By RICHARD R. HOFFMANN
(As authorized signatory for Prudential Securities
Incorporated and Attorney-in-fact for the persons
listed above)
R-5
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR
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
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-6
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR
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 and
Reynolds Inc.: 333-13039
RICHARD M. DeMARTINI
ROBERT J. DWYER
CHRISTINE A. EDWARDS
JAMES F. HIGGINS
MITCHELL M. MERIN
STEPHEN R. MILLER
RICHARD F. POWERS III
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By
MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)
R-7
<PAGE>
EXHIBIT 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of Equity Investor Fund,
Concept Series, Real Estate Income Fund 2, Defined Asset Funds:
We consent to the use in this Post-Effective Amendment No. 4 to Registration
Statement No. 333-02695 of our opinion dated August 10, 1999 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading 'Miscellaneous--Auditors' in such Prospectus.
DELOITTE & TOUCHE LLP
New York, N.Y.
August 18, 1999
