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DEFINED ASSET FUNDSSM
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MUNICIPAL INVESTMENT TRUST FUND
PUT SERIES 8
(CAPITAL APPRECIATION)
(A UNIT INVESTMENT TRUST)
O PRIMARILY SHORT AND INTERMEDIATE TERM
MUNICIPAL BONDS
O DESIGNED TO BE FREE OF REGULAR FEDERAL INCOME
TAX
O MONTHLY INCOME DISTRIBUTIONS
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SPONSORS: The Securities and Exchange Commission has not
Merrill Lynch, approved or disapproved these Securities or
Pierce, Fenner & Smith passed upon the adequacy of this prospectus. Any
Incorporated representation to the contrary is a criminal
Salomon Smith Barney Inc. offense.
Dean Witter Reynolds Inc. Prospectus dated September 17, 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, as well as domestic 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, tolerance for risk or time horizon,
there's probably a Defined Asset Fund that suits your investment style. Your
financial professional can help you select a Defined Asset Fund that works best
for your investment portfolio.
THE FINANCIAL INFORMATION IN THIS PROSPECTUS IS AS OF THE EVALUATION DATE, MAY
31, 1999.
CONTENTS
PAGE
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Risk/Return Summary.................................... 3
What You Can Expect From Your Investment............... 6
Monthly Income...................................... 6
Return Figures...................................... 6
Records and Reports................................. 6
The Risks You Face..................................... 6
Interest Rate Risk.................................. 6
Call Risk........................................... 6
Reduced Diversification Risk........................ 7
Liquidity Risk...................................... 7
Insurance Related Risk.............................. 7
Concentration Risk.................................. 7
Litigation and Legislation Risks.................... 7
Selling Units.......................................... 7
Sponsors' Secondary Market.......................... 8
Selling Units to the Trustee........................ 8
How The Fund Works..................................... 8
Pricing............................................. 8
Evaluations......................................... 9
Income.............................................. 9
Placement Fee....................................... 9
Expenses............................................ 9
Portfolio Changes................................... 10
Fund Termination.................................... 10
Certificates........................................ 10
Trust Indenture..................................... 10
Legal Opinion....................................... 11
Auditors............................................ 11
Sponsors............................................ 11
Trustee............................................. 12
Underwriters' and Sponsors' Profits 12
Public Distribution................................. 12
Code of Ethics...................................... 12
Year 2000 Issues.................................... 12
Taxes.................................................. 12
Supplemental Information............................... 14
Financial Statements................................... D-1
2
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RISK/RETURN SUMMARY
1. WHAT ARE THE FUND'S OBJECTIVES?
o The Fund seeks interest income that is exempt from regular
federal income taxes by investing in a fixed portfolio
consisting primarily of short and intermediate term
municipal bonds with an estimated average life of about 5
years, issued by or on behalf of states, municipalities or
local governments and authorities.
o The Fund seeks to reduce fluctuations in the value of the
bonds (and minimize the risk of losing money) through the
repurchase commitments described below.
2. WHAT ARE MUNICIPAL REVENUE BONDS?
Municipal revenue bonds are bonds issued by states,
municipalities and public authorities to finance the cost
of buying, building or improving various projects intended
to generate revenue, such as airport, healthcare, housing
and municipal utilities. Generally, payments on these bonds
depend solely on the revenues generated by the project,
excise taxes or state appropriations, and are not backed by
the government's taxing power.
3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
O The Fund plans to hold to maturity 6 tax-exempt municipal
bonds with an aggregate face amount of $5,873,000, backed
by repurchase commitments of The Prudential Insurance
Company of America (the Seller).
o The Fund is a unit investment trust which means that,
unlike a mutual fund, the Portfolio is not managed.
The Portfolio consists of municipal bonds of the following
types:
APPROXIMATE
PORTFOLIO
PERCENTAGE
o General Obligation 25%
o Housing 7%
o Industrial Development Revenue 21%
o Hospital/Health Care 4%
o Refunded Bonds 43%
o 100% of the Portfolio is backed by the Seller's repurchase
commitments.
o The bonds were initially acquired from the Sellers, which
had held the bonds in its own portfolio.
o The Seller has agreed to repurchase from time to time on
annual Purchase Dates (December 31) any bonds sold by it to
the Fund if the Fund needs to sell bonds to meet redemptions
of units.
o The Seller has agreed to repurchase on 14 days' notice any
bonds sold by it to the Fund if
-- the issuer of a bond fails to make payments when due; or
-- the interest on a bond becomes taxable.
o The Seller has committed to repurchase immediately any bonds
sold by it to the Fund if insolvency proceedings are
commenced by or against the Seller.
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN HAPPEN
FOR VARIOUS REASONS, INCLUDING:
o Rising interest rates, an issuer's worsening financial
condition or the Seller's failure to meet its repurchase
commitments can reduce the price of your units.
o Since the Fund is concentrated in general obligation bonds
adverse developments in this sector may affect the value of
your units.
o Assuming no changes in interest rates, when you sell your
units, they will generally be worth less than your cost
because your cost included a sales fee.
o 100% of the bonds are currently callable.
3
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5. IS THIS FUND APPROPRIATE FOR YOU?
Yes, if you want federally tax-free income. You will
benefit from a professionally selected and supervised
portfolio whose risk is reduced by investing in bonds
backed by repurchase commitments.
The Fund is not appropriate for you if you want a
speculative investment that changes to take advantage of
market movements, if you do not want a tax-advantaged
investment or if you cannot tolerate any risk.
DEFINING YOUR INCOME
WHAT YOU MAY EXPECT (Payable on the 25th day of
the month to holders of record on the 10th day
of the month):
Regular Monthly Income per unit $ 0.38
Annual Income per unit: $ 4.65
These figures are estimates determined on the evaluation
day; actual payments may vary.
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.
INVESTOR FEES
Maximum Sales Fee (Load) on
new purchases none
ESTIMATED ANNUAL FUND OPERATING EXPENSES
AMOUNT
PER UNIT
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$ 0.19
Other Operating Expenses
$ 0.02
Portfolio Supervision
Bookeeping and Administrative
Fees (including updating
expenses)
$ 0.06
Evaluator's Fee
$ 0.06
Trustee's Fee
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$ 0.33
TOTAL
The Sponsor historically paid updating expenses.
7. IS THE FUND MANAGED?
Unlike a mutual fund, the Fund is not managed and bonds are
not sold because of market changes. Rather, experienced
Defined Asset Funds financial analysts regularly review the
bonds in the Fund. The Fund may sell a bond if certain
adverse credit or other conditions exist.
8. HOW DO I BUY UNITS?
The minimum investment is one unit.
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.
UNIT PRICE PER UNIT $70.36
(as of May 31, 1999)
Unit price is based on the net asset value of the Fund. An
amount equal to any principal cash, as well as net accrued
but undistributed interest on the unit, is added to the
unit price. An independent evaluator prices the bonds at
3:30 p.m. Eastern time every business day. Unit price
changes every day with changes in the prices of the bonds
in the Fund.
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. You will not pay any other
fee when you sell your units.
10. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays income monthly.
In the opinion of bond counsel when each bond was issued,
interest on the bonds in this Fund is generally 100% exempt
from regular federal income tax.
You will also receive principal payments if bonds are sold
or called or mature, when the cash available is more than
$5.00 per unit. You will be subject to tax on any gain
realized by the Fund on the disposition of bonds.
11. WHAT IS THE CAPITAL APPRECIATION FEATURE OF THIS FUND?
On each Annual Purchase Date (December 31) you will receive
additional units reflecting capital appreciation of the
bonds attributable exclusively to the scheduled increase in
the exercise prices of the puts.
You will not owe any tax as a consequence of the receipt of
these additional units, and a portion of the tax basis of
the units you already hold will be allocated to the
additional units.
If you wish to obtain an immediate cash benefit from the
appreciation reflected in the additional units you may
request a capital appreciation distribution. In order to
receive a capital appreciation distribution, you must
notify the Trustee in writing at least 15 days prior to the
Annual Purchase Date. If you request a capital appreciation
distribution, the Trustee will sell the portion of your
additional units that will generate cash proceeds
approximately equal to the sum of (i) the capital
appreciation attributable to the scheduled increase in the
exercise price of the puts and (ii) the United States
federal capital gain tax triggered by the sale of units. As
a result, after paying federal capital gain tax on the sale
of units, you will generally retain an amount equal to the
capital appreciation attributable to the scheduled increase
in the exercise price of the puts.
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If you make this election, the amount of gain that you
realize when you sell your remaining units will be higher
than it would have been in the absence of the capital
appreciation distribution because part of your original tax
basis was allocated to the units that were sold to make the
capital appreciation distribution.
12. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You will receive your income in cash unless you choose to
compound your income by reinvesting at no sales fee in the
Municipal Fund Investment Accumulation Program, Inc. This
Program is an open-end mutual fund with a comparable
investment objective. Income from this Program will
generally be subject to state and local income taxes. For
more complete information about the Program, including
charges and fees, ask the Trustee for the Program's
prospectus. Read it carefully before you invest. The
Trustee must receive your written election to reinvest at
least 10 days before the record day of an income payment.
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TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS
<TABLE>
<CAPTION>
EFFECTIVE
TAXABLE INCOME 1999* % TAX TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN BRACKET 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5%
IS EQUIVALENT TO A TAXABLE YIELD OF
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 25,750 $ 0- 43,050 15.00 3.53 4.12 4.71 5.29 5.88 6.47 7.06 7.65
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$ 25,751- 62,450 $ 43,051-104,050 28.00 4.17 4.86 5.56 6.25 6.94 7.64 8.33 9.03
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$ 62,451-130,250 $104,051-158,550 31.00 4.35 5.07 5.80 6.52 7.25 7.97 8.70 9.42
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$130,251-283,150 $158,551-283,150 36.00 4.69 5.47 6.25 7.03 7.81 8.59 9.38 10.16
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OVER $283,151 OVER $283,151 39.60 4.97 5.79 6.62 7.45 8.28 9.11 9.93 10.76
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</TABLE>
To compare the yield of a taxable security with the yield of a federally
tax-free security, find your taxable income and read across. The table
incorporates 1999 federal income tax rates and assumes that all income would
otherwise be taxed at a U.S. investor's highest tax rate. Yield figures are for
example only.
*Based upon net amount subject to federal income tax after deductions and
exemptions. This table does not reflect the possible effect of other tax
factors, such as alternative minimum tax, personal exemptions, the phase-out of
exemptions, itemized deductions, the possible partial disallowance of deductions
or state and local taxation. Consequently, investors are urged to consult their
own tax advisers in this regard.
5
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WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
MONTHLY INCOME
The Fund will pay you regular monthly income. Your monthly income may vary
because of:
o elimination of one or more bonds from the Fund's portfolio because of
calls, redemptions or sales;
o a change in the Fund's expenses; or
o the failure by a bond's issuer to pay interest.
Changes in interest rates generally will not affect your income because the
portfolio is fixed.
Along with your income, you will receive your share of any available bond
principal.
RETURN FIGURES
We cannot predict your actual return, which will vary with unit price, how long
you hold your investment and changes in the portfolio, interest income and
expenses.
Estimated Return to Annual Repurchase Date equals the percentage return to you
based on the Unit Price, the payments of income on the bonds and the expected
accretion of value related to the repurchase commitments. The return figure will
vary with changes in Fund expenses, in the value of the bonds and with the sale,
redemption and maturity of the bonds.
RECORDS AND REPORTS
You will receive:
o a monthly statement of income payments and any principal payments;
o a notice from the Trustee when new bonds are deposited in exchange or
substitution for bonds originally deposited;
o an annual report on Fund activity; and
o annual tax information. This will also be sent to the IRS. You must report the
amount of tax-exempt interest received during the year.
You may request:
o copies of bond evaluations to enable you to comply with federal and state tax
reporting requirements; and
o audited financial statements of the Fund.
You may inspect records of Fund transactions at the Trustee's office during
regular business hours.
THE RISKS YOU FACE
INTEREST RATE RISK
Investing involves risks, including the risk that your investment will decline
in value if interest rates rise. Generally, bonds with longer maturities will
change in value more than bonds with shorter maturities. Bonds in the Fund are
more likely to be called when interest rates decline. This would result in early
returns of principal to you and may result in early termination of the Fund. Of
course, we cannot predict how interest rates may change.
CALL RISK
All of the bonds in this Fund are currently callable by the issuer.
If the bonds are called, your income will decline and you may not be able to
reinvest the money you receive at as high a yield or as long a maturity. An
early call at par of a premium bond will reduce your return.
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REDUCED DIVERSIFICATION RISK
If many investors sell their units, the Fund will have to sell bonds. This could
reduce the diversification of your investment and increase your share of Fund
expenses.
LIQUIDITY RISK
You can always sell back your units, but we cannot assure you that a liquid
trading market will always exist for the bonds in the portfolio, especially
since current law may restrict the Fund from selling bonds to any Sponsor. The
bonds will generally trade in the over-the-counter market. The value of the
bonds, and of your investment, may be reduced if trading in bonds is limited or
absent.
INSURANCE RELATED RISK
The bonds may be backed by repurchase commitments of the Seller, an insurance
company organized under New Jersey law. Although the federal government does not
regulate the insurance business, various state laws and federal initiatives and
tax law changes could significantly affect the insurance business. The
claims-paying ability of the Seller is rated A+ by Standard & Poor's or another
nationally recognized rating organization. The insurance company ratings are
subject to change at any time at the discretion of the rating agencies.
CONCENTRATION RISK
When a certain type of bond makes up 25% or more of the portfolio, it is said to
be 'concentrated' in that bond type, which makes the Portfolio less diversified.
Here is what you should know about the Fund's concentration in general
obligation bonds:
o general obligation bonds are backed by the issuer's pledge of its full
faith, credit and taxing power;
o but the taxing power of any government issuer may be limited by provisions
of the state constitution or laws as well as political and economic
considerations; and
o an issuer's credit can be negatively affected by various factors, including
population decline that erodes the tax base, natural disasters, decline in
industry, limited access to capital markets or heavy reliance on state or
federal aid.
Here is what you should know about the Fund's concentration in refunded bonds.
Refunded bonds are typically:
o backed by direct obligations of the U.S. government; or
o in some cases, backed by obligations guaranteed by the U.S. government and
placed in escrow with an independent trustee;
o noncallable prior to maturity; but
o sometimes called for redemption prior to maturity.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Fund.
Future tax legislation could affect the value of the portfolio by:
o limiting real property taxes,
o reducing tax rates,
o imposing a flat or other form of tax, or
7
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o exempting investment income from tax.
SELLING UNITS
You can sell your units at any time for a price based on net asset value. Your
net asset value is calculated each business day by:
o adding the value of the bonds, net accrued interest, 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.
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
without any other fee or charge. We may resell the units to other buyers or to
the Trustee. You should consult your financial professional for current market
prices to determine if other broker-dealers or banks are offering higher prices.
We have maintained the secondary market continuously for over 25 years, but we
could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by sending the Trustee a letter (with any outstanding
certificates if you hold Unit certificates). You must properly endorse your
certificates (or execute a written transfer instrument with signatures
guaranteed by an eligible institution). Sometimes, additional documents are
needed such as a trust document, certificate of corporate authority, certificate
of death or appointment as executor, administrator or guardian.
Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee may sell your units in the over-the-counter market for a
higher price, but it is not obligated to do so. In that case, you will receive
the net proceeds of the sale.
If the Fund does not have cash available to pay you for units you are selling,
the agent for the Sponsors will select bonds to be sold. Bonds will be selected
based on market and credit factors. These sales could be made at times when the
bonds would not otherwise be sold and may result in your receiving less than the
unit par value and also reduce the size and diversity of the Fund.
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
bonds not reasonably practicable; and
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o for any other period permitted by SEC order.
HOW THE FUND WORKS
PRICING
The price of a unit includes interest accrued on the bonds, less expenses, from
the initial most recent Record Day up to, but not including, the settlement
date, which is usually three business days after the purchase date of the unit.
A portion of the price of a unit consists of cash so that the Trustee can
provide you with regular monthly income. When you sell your units you will
receive your share of this cash.
EVALUATIONS
An independent Evaluator values the bonds on each business day (excluding
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Presidents' Day, Martin Luther King, Jr. Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
Bond values are based on current bid or offer prices for the bonds or comparable
bonds. In the past, the difference between bid and offer prices of publicly
offered tax-exempt bonds has ranged from 0.5% of face amount on actively traded
issues to 3.5% on inactively traded issues; the difference has averaged between
1 and 2%.
INCOME
The Trustee credits interest to an Income Account and other receipts to a
Capital Account. The Trustee may establish a Reserve Account by withdrawing from
these accounts amounts it considers appropriate to pay any material liability.
These accounts do not bear interest.
PLACEMENT FEE
The Sponsors receive a quarterly placement fee from the Seller equal to an
annual percentage of 0.5% of the aggregate principal amount of bonds sold by the
Seller and held by the Fund.
EXPENSES
The Trustee is paid monthly. It also benefits when it holds cash for the Fund in
non-interest bearing accounts. The Trustee may also receive additional amounts:
o to reimburse the Trustee for the Fund's operating expenses;
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 55 cents per $1,000 face amount
annually for providing portfolio supervisory, bookkeeping and administrative
services and for any other expenses properly chargeable to the Fund. Legal,
typsesetting, electronic filing and regulatory filing fees and expenses
associated with updating the Fund's registration statement yearly are also now
chargeable to the Fund. While this fee may exceed the amount of these costs and
expenses attributable to this Fund, the total of these fees for all Series of
Defined Asset Funds will not
9
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exceed the aggregate amount attributable to all of these Series for any calendar
year. The Fund also pays the Evaluator's fees.
The Trustee's, Sponsors' and Evaluator's 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 bonds if cash is not available.
PORTFOLIO CHANGES
The Sponsors and Trustee are not liable for any default or defect in a bond; if
a contract to buy any bond.
Unlike a mutual fund, the portfolio is designed to remain intact and we may keep
bonds in the portfolio even if their credit quality declines or other adverse
financial circumstances occur. However, we may sell a bond in certain cases if
we believe that certain adverse credit conditions exist or if a bond becomes
taxable.
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which will affect the size
and composition of the portfolio. Units offered in the secondary market may not
represent the same face amount of bonds that they did originally.
We decide whether or not to offer units for sale that we acquire in the
secondary market after reviewing:
o diversity of the portfolio;
o size of the Fund relative to its original size;
o ratio of Fund expenses to income;
o current and long-term returns;
o degree to which units may be selling at a premium over par; and
o cost of maintaining a current prospectus.
FUND TERMINATION
The Fund will terminate following the stated maturity or sale of the last bond
in the portfolio. The Fund may also terminate earlier with the consent of
investors holding 51% of the units or if total assets of the Fund have fallen
below 40% of the face amount of bonds deposited. We will decide whether to
terminate the Fund early based on the same factors used in deciding whether or
not to offer units in the secondary market.
When the Fund is about to terminate you will receive a notice, and you will be
unable to sell your units after that time. On or shortly before termination, we
will sell any remaining bonds, and you will receive your final distribution. Any
bond that cannot be sold at a reasonable price may continue to be held by the
Trustee in a liquidating trust pending its final sale.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling bonds. This may reduce the amount you receive as your
final distribution.
CERTIFICATES
Certificates for units are issued on request. You may transfer certificates by
complying with the requirements for redeeming certificates, described above. You
can replace lost or mutilated certificates by delivering satisfactory indemnity
and paying the associated costs.
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TRUST INDENTURE
The Fund is a 'unit investment trust' governed by a Trust Indenture, a contract
among the Sponsors, the Trustee and the Evaluator, which sets forth their duties
and obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.
The Sponsors and the Trustee may amend the Indenture without your consent:
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 Evaluator may
resign or be removed by the Sponsors and the Trustee without the consent of
investors. The resignation or removal of either becomes effective when a
successor accepts appointment. The Sponsors will try to appoint a successor
promptly; however, if no successor has accepted within 30 days after notice of
resignation, the resigning Trustee or Evaluator may petition a court to appoint
a successor.
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
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, the Sponsors and the Evaluator.
LEGAL OPINION
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
counsel for the Sponsors, has given an opinion that the units are validly
issued. Special counsel located in the relevant states have given state and
local tax opinions.
AUDITORS
Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statement of Condition included in this
prospectus.
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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
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
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, 17 W, 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.
UNDERWRITERS' AND SPONSORS' PROFITS
Underwriters receive sales charges when they sell units. The Sponsors also
realized a profit or loss on the initial date of deposit of the bonds. Any cash
made available by you to the Sponsors before the settlement date for those units
may be used in the Sponsors' businesses to the extent permitted by federal law
and may benefit the Sponsors.
A Sponsor or Underwriter may realize profits or sustain losses on bonds in the
Fund which were acquired from underwriting syndicates of which it was a member.
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
preclearance and 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
12
<PAGE>
2000 Problem may adversely affect the issuers of the bonds contained in the
Portfolio or the Seller, but we cannot predict whether any impact will be
material to the Fund as a whole.
TAXES
The following summary describes some of the important income tax consequences of
holding units. It assumes that you are not a dealer, financial institution,
insurance company or other investor with special circumstances. You should
consult your own tax adviser about your particular circumstances.
At the date of issue of each bond, counsel for the issuer delivered an opinion
to the effect that interest on the bond is exempt from regular federal income
tax. However, interest may be subject to state and local taxes and federal
alternative minimum tax. Neither we nor our counsel have reviewed the issuance
of the bonds, related proceedings or the basis for the opinions of counsel for
the issuers. We cannot assure you that the issuer (or other users) have complied
or will comply with any requirements necessary for a bond to be tax-exempt. If
any of the bonds were determined not to be tax-exempt, you could be required to
pay income tax for current and prior years, and if the Fund were to sell the
bond, it might have to sell it at a substantial discount.
In the opinion of our counsel, under existing law:
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Fund will not be taxed as a corporation for federal income tax purposes, and
you will be considered to own directly your share of each bond in the Fund.
Our counsel is of the opinion that the Fund (and therefore the investors, as
discussed below) will be treated as owning the bonds, notwithstanding the
Seller's repurchase commitments. However, because there are no regulations,
published rulings or judicial decisions that characterize for federal income tax
purposes repurchase commitments like the Seller's with respect to the bonds, it
is not certain that the IRS will agree with the conclusions of our counsel.
Therefore, it is possible that the IRS may take actions that might result in the
Fund (and therefore the investors) not being treated as owning the bonds for
federal income tax purposes.
GAIN OR LOSS UPON DISPOSITION
When all or part of your share of a bond is disposed of (for example, when the
Fund sells, exchanges or redeems a bond or when you sell or exchange your
units), you will generally recognize capital gain or loss. While not free from
doubt, the opinion of our counsel is that any capital gain or loss derived from
the Fund will be short-term capital gain or loss regardless of the time that you
have held your Units.
YOUR BASIS IN THE BONDS
You may be required to allocate a portion of your cost for your Units to the
Seller's repurchase commitment with respect to the bonds. When all or part of
your pro rata portion of a bond is disposed of (and the commitment with respect
to that bond simultaneously is disposed of, lapses or is exercised), both your
basis in your pro rata portion of the bond and your basis in your pro
13
<PAGE>
rata portion of the commitment will be taken into account in determining your
overall net income or loss from the disposition. In some cases, this overall net
income or loss may consist of ordinary income attributable to market discount on
the pro rata portion of the bond and of capital loss attributable to the
commitment. The deductibility of capital losses is subject to limitations. You
should consult your tax adviser in this regard.
If your basis for your pro rata portion of a bond (after giving effect to any
required allocation to the commitment) exceeds the redemption price at maturity
of that bond, you may be considered to have purchased your pro rata portion of
the bond at a 'bond premium,' which must be amortized.
EXPENSES
If you are not a corporate investor, you will not be entitled to a deduction for
your share of fees and expenses of the Fund. Also, if you borrowed money in
order to purchase or carry your units, you will not be able to deduct the
interest on this borrowing for federal income tax purposes. The IRS may treat
your purchase of units as made with borrowed money even if the money is not
directly traceable to the purchase of units.
NEW YORK TAXES
Under the income tax laws of the State and City of New York, the Fund will not
be taxed as a corporation. If you are a New York taxpayer, your income from the
Fund will not be tax-exempt in New York except to the extent that the income is
earned on bonds that are tax-exempt for New York purposes. Depending on where
you live, your income from the Fund may be subject to state and local taxation.
You should consult your tax adviser in this regard.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Fund by calling
the Trustee. The supplemental information includes more detailed risk disclosure
about the types of bonds that may be in the Fund's portfolios, general risk
disclosure concerning any insurance securing certain bonds, and general
information about the structure and operation of the Fund. The supplemental
information is also available from the SEC.
14
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
PUT SERIES - 8 (CAPITAL APPRECIATION)
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders
of Defined Asset Funds - Municipal Investment Trust Fund,
Put Series - 8 (Capital Appreciation):
We have audited the accompanying statement of condition of Defined Asset Funds -
Municipal Investment Trust Fund, Put Series - 8 (Capital Appreciation),
including the portfolio, as of May 31, 1999 and the related statements of
operations and changes in net assets for the years ended May 31, 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
May 31, 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 Municipal Investment Trust
Fund, Put Series - 8 (Capital Appreciation) at May 31, 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 9, 1999
D-1
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
PUT SERIES - 8 (CAPITAL APPRECIATION)
<TABLE>
STATEMENT OF CONDITION
AS OF MAY 31, 1999
<S> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $5,689,649) (Note 1) $6,447,926
Accrued interest receivable 171,124
Cash 264,893
Total trust property 6,883,943
LESS LIABILITY - Accrued expenses 11,669
NET ASSETS, REPRESENTED BY:
91,997,852 units of fractional undivided interest
outstanding (Note 3) $6,708,399
Undistributed net investment income 163,875 $6,872,274
UNIT VALUE ($6,872,274 / 91,997,852 units) $.07470
See Notes to Financial Statements.
</TABLE>
D-2
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
PUT SERIES - 8 (CAPITAL APPRECIATION)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years Ended May 31,
1999 1998 1997
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income $487,592 $593,506 $731,443
Trustee's fees and expenses (19,374) (25,267) (26,823)
Sponsors' fees (11,496) (4,754) (8,215)
Net investment income 456,722 563,485 696,405
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain on securities sold or redeemed 105,877 133,388 747,459
Unrealized depreciation of investments (155,692) (30,012) (794,081)
Net realized and unrealized gain (loss) on
investments (49,815) 103,376 (46,622)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $406,907 $666,861 $649,783
See Notes to Financial Statements.
</TABLE>
D-3
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
PUT SERIES - 8 (CAPITAL APPRECIATION)
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Years Ended May 31,
1999 1998 1997
<S> <C> <C> <C>
OPERATIONS:
Net investment income $ 456,722 $ 563,485 $ 696,405
Realized gain on securities sold or redeemed 105,877 133,388 747,459
Unrealized depreciation of investments (155,692) (30,012) (794,081)
Net increase in net assets resulting from
operations 406,907 666,861 649,783
DISTRIBUTIONS TO HOLDERS (Note 2):
Income (461,651) (738,147) (721,136)
Principal (1,067,071) (1,777,541) (4,554,999)
Total distributions (1,528,722) (2,515,688) (5,276,135)
CAPITAL SHARE TRANSACTIONS:
Issuance of 950,906, 835,605, and 809,992
additional units, respectively (Note 3) ___________ __________ ___________
NET DECREASE IN NET ASSETS (1,121,815) (1,848,827) (4,626,352)
NET ASSETS AT BEGINNING OF YEAR 7,994,089 9,842,916 14,469,268
NET ASSETS AT END OF YEAR $6,872,274 $7,994,089 $ 9,842,916
PER UNIT:
Income distributions during year $0.00505 $0.00816 $0.00804
Principal distributions during year $0.01172 $0.01965 $0.05095
Net asset value at end of year $0.07470 $0.08780 $0.10911
TRUST UNITS OUTSTANDING AT END OF YEAR 91,997,852 91,046,946 90,211,341
See Notes to Financial Statements.
</TABLE>
D-4
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
PUT SERIES - 8 (CAPITAL APPRECIATION)
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 stated at value as determined by the Evaluator based on
bid side evaluations for the securities.
(b) The Fund is not subject to income taxes. Accordingly, no provision
for such taxes is required.
(c) Interest income is recorded as earned.
2. DISTRIBUTIONS
A distribution of net investment income is made to Holders each month.
Receipts other than interest, after deductions for redemptions and
applicable expenses, are also distributed periodically.
3. NET CAPITAL
Cost of 84,642,329 units at Dates of Deposit $84,642,330
Redemptions of units - net cost of 3,995,000 units redeemed
less redemption amounts 1,358,540
Realized gain on securities sold or redeemed 8,071,682
Principal distributions (88,122,430)
Unrealized appreciation of investments 950,906 additional
units issued in recognition thereof - see below) 758,277
Net capital applicable to Holders $ 6,708,399
In each December during the period 1985 to 1999, units were issued ratably
to Holders in recognition of the scheduled annual increase in prices at
which the sellers of the portfolio securities have agreed to repurchase
such securities.
4. INCOME TAXES
As of May 31, 1999 unrealized appreciation of investments, based on cost
for Federal income tax purposes, aggregated $758,277, all of which was
related to appreciated securities. The cost of investment securities for
Federal income tax purposes was $5,689,649 at May 31, 1999.
D-5
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
PUT SERIES - 8 (CAPITAL APPRECIATION)
PORTFOLIO
AS OF MAY 31, 1999
<TABLE>
<CAPTION>
Optional
Portfolio No. and Title of Face Redemption
Securities(3) Amount Coupon Maturities(2) Provisions(2) Cost Value(1)
<S> <C> <C> <C> <C> <C> <C>
1. City of Houston, TX, $2,500,000 8.200% 7/01/05 Currently $2,519,975 $2,794,676
Arpt. Sys. Rev. Bnds.,
Ser. 1980
2. State of Oregon, Gen. 1,500,000 8.250 1/01/05 Currently 1,519,290 1,798,875
Oblig. Bnds., Oregon
Vet. Welfare Bnds.,
Ser. LXIII
3. Hosp. Auth. of E. 255,000 6.500 1/01/00 Currently 215,720 258,562
Chicago, IN, Hosp.
Fac. Rev. Bnds., Ser. A
(St. Catherine Hosp.
of E. Chicago, IN,
Inc., Proj.)
4. State of Georgia, 568,000 7.125 7/15/01 Currently 511,937 558,247
Dev. Auth. of Fulton
Co., Ind'l Dev. Rev.
Bnds. (Wetterau
Inc. Proj.)
5. The Industrial Dev. 660,000 7.500 8/15/02 Currently 618,381 648,635
Auth. of the County
of Cole, MO, Ind'l
Rev. Bnds., Ser.
Aug. 1, 1979 (Modine
Manufacturing Co.
Proj.)
6. Illinois State Hsg. 390,000 6.000 7/01/03 Currently 304,346 388,931
Dev. Auth., Multi-
Family Hsg. Bnds.,
1978 Ser. A
TOTAL $5,873,000 $5,689,649 $6,447,926
See Notes to Portfolio.
</TABLE>
D-6
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
PUT SERIES - 8 (CAPITAL APPRECIATION)
NOTES TO PORTFOLIO
AS OF MAY 31, 1999
(1) See Notes to Financial Statements.
(2) Optional redemption provisions, which may be exercised in whole or in part,
are initially at prices of par plus a premium, then subsequently at prices
declining to par. Certain securities may provide for redemption at par
prior or in addition to any optional or mandatory redemption dates or
maturity, for example, through the operation of a maintenance and
replacement fund, if proceeds are not able to be used as contemplated, the
project is condemned or sold or the project is destroyed and insurance
proceeds are used to redeem the securities. Many of the securities are
also subject to mandatory sinking fund redemption commencing on dates which
may be prior to the date on which securities may be optionally redeemed.
Sinking fund redemptions are at par and redeem only part of the issue.
Some of the securities have mandatory sinking funds which contain optional
provisions permitting the issuer to increase the principal amount of
securities called on a mandatory redemption date. The sinking fund
redemptions with optional provisions may, and optional refunding
redemptions generally will, occur at times when the redeemed securities
have an offering side evaluation which represents a premium over par. To
the extent that the securities were acquired at a price higher than the
redemption price, this will represent a loss of capital when compared with
the Public Offering Price of the Units when acquired. Distributions will
generally be reduced by the amount of the income which would otherwise have
been paid with respect to redeemed securities and there will be distributed
to Holders any principal amount and premium received on such redemption
after satisfying any redemption requests for Units received by the Fund.
The estimated current return may be affected by redemptions.
(3) Each security in the Fund is backed by repurchase commitments by The
Prudential Insurance Company of America (the "Seller"). The Seller has
committed, in order to provide liquidity, to repurchase upon the expiration
of approximately one year from the Date of Deposit and annually thereafter
any security sold by the Seller to the Fund at its Put Price plus accrued
interest in the event that it is necessary to sell any securities to meet
redemptions of Units (should redemptions be made despite the market making
activity of the Sponsors).
D-7
<PAGE>
Defined
Asset FundsSM
HAVE QUESTIONS ? MUNICIPAL INVESTMENT TRUST FUND
Request the most PUT SERIES 8
recent free Information (Capital Appreciation)
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.
2-94586) and
o Investment Company Act of 1940 (file
no. 811-1777).
TO OBTAIN COPIES AT PRESCRIBED RATES--
WRITE: Public Reference Section of the
Commission
450 Fifth Street, N.W., Washington,
D.C. 20549-6009
CALL: 1-800-SEC-0330.
VISIT: http://www.sec.gov.
---------------------------------------
No person is authorized to give any
information or representations about
this Fund not contained in this
Prospectus or the Information
Supplement, and you should not rely on
any other information.
---------------------------------------
When units of this Fund are no longer
available, this Prospectus may be used
as a preliminary prospectus for a
future series, but some of the
information in this Prospectus will be
changed for that series.
Units of any future series may not be
sold nor may offers to buy be accepted
until that series has become effective
with the Securities and Exchange
Commission. No units can be sold in any
State where a sale would be illegal.
12784--9/99
