DEFINED ASSET FUNDS-REGISTERED TRADEMARK-
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MUNICIPAL INVESTMENT TRUST FUND
PUT SERIES 8
(CAPITAL APPRECIATION)
(A UNIT INVESTMENT TRUST)
- PRIMARILY SHORT AND SHORT-INTERMEDIATE TERM
MUNICIPAL BONDS
- DESIGNED TO BE FREE OF REGULAR FEDERAL INCOME
TAX
- MONTHLY INCOME DISTRIBUTIONS
SPONSORS:
MERRILL LYNCH, -----------------------------------------------------
PIERCE, FENNER & SMITH The Securities and Exchange Commission has not
INCORPORATED approved or disapproved these Securities or passed
SALOMON SMITH BARNEY INC. upon the adequacy of this prospectus. Any
DEAN WITTER REYNOLDS INC. representation to the contrary is a criminal offense.
Prospectus dated August 25, 2000.
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Defined Asset Funds-Registered Trademark-
Defined Asset Funds-Registered Trademark- is America's oldest and largest family
of unit investment trusts, with over $160 billion sponsored over the last 28
years. Defined Asset Funds has been a leader in unit investment trust research
and product innovation. Our family of Funds helps investors work toward their
financial goals with a full range of quality investments, including municipal,
corporate and government bond portfolios, as well as domestic and international
equity portfolios.
Defined Asset Funds offer a number of advantages:
- A disciplined strategy of buying and holding with a long-term view is the
cornerstone of Defined Asset Funds.
- Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
funds are not managed and portfolio changes are limited.
- Defined Portfolios: We choose the stocks and bonds in advance, so you know
what you're investing in.
- Professional research: Our dedicated research team seeks out stocks or bonds
appropriate for a particular fund's objectives.
- Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, 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, 2000.
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CONTENTS
PAGE
----
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............... 8
Concentration Risk................... 8
Litigation and Legislation Risks..... 7
Selling Units.......................... 7
Sponsors' Secondary Market........... 8
Selling Units to the Trustee......... 8
How The Fund Works..................... 9
Pricing.............................. 9
Evaluations.......................... 9
Income............................... 9
Placement Fee........................ 9
Expenses............................. 9
Portfolio Changes.................... 10
Fund Termination..................... 10
Certificates......................... 11
Trust Indenture...................... 11
Legal Opinion........................ 12
Auditors............................. 12
Sponsors............................. 12
Trustee.............................. 12
Underwriters' and Sponsors' Profits.. 12
Public Distribution.................. 13
Code of Ethics....................... 13
Year 2000 Issues..................... 13
Taxes.................................. 15
Supplemental Information............... 15
Financial Statements................... D-1
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RISK/RETURN SUMMARY
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1. WHAT ARE THE FUND'S OBJECTIVES?
- 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 4 years,
issued by or on behalf of states,
municipalities or local governments and
authorities.
- 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?
- The Fund plans to hold to maturity 5 tax-
exempt municipal bonds with an aggregate
face amount of $5,147,000, backed by
repurchase commitments of The Prudential
Insurance Company of America (the
Seller).
- 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:
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- General Obligation 29%
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- Housing 6%
- Airports/Ports/Highways 49%
- Consumer Goods Companies 7%
- Manufacturing 9%
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- 100% of the Portfolio is backed by the
Seller's repurchase commitments.
- The bonds were initially acquired from the
Seller, which had held the bonds in its own
portfolio.
- 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.
- 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.
- 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:
- 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.
- Since the Fund is concentrated in general
obligation and airport bonds adverse
developments in these sectors may affect the
value of your units.
- 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.
- 100% of the bonds are currently callable.
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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.
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DEFINING YOUR INCOME
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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 $ 0.36
Annual Income per unit: $ 4.39
THESE FIGURES ARE ESTIMATES DETERMINED ON THE EVALUATION
DAY; ACTUAL PAYMENTS MAY VARY.
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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
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<CAPTION>
AMOUNT
PER UNIT
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$0.10
Other Operating Expenses
$0.22
Portfolio Supervision
Bookeeping and Administrative
Fees (including updating
expenses)
$0.05
Evaluator's Fee
$0.05
Trustee's Fee
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$0.42
TOTAL
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The Sponsors historically paid updating expenses.
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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 $59.13
(as of May 31, 2000)
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
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EFFECTIVE
TAXABLE INCOME 2000* % TAX TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN BRACKET 3% 3.5% 4% 4.5% 5% 5.5% 6%
IS EQUIVALENT TO A TAXABLE YIELD OF
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$ 0- 26,250 $ 0- 43,850 15.00 3.53 4.12 4.71 5.29 5.88 6.47 7.06
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$ 26,251- 63,550 $ 43,851-105,950 28.00 4.17 4.86 5.56 6.25 6.94 7.64 8.33
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$ 63,551-132,600 $105,951-161,450 31.00 4.35 5.07 5.80 6.52 7.25 7.97 8.70
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$132,601-288,350 $161,451-288,350 36.00 4.69 5.47 6.25 7.03 7.81 8.59 9.38
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OVER $288,350 OVER $288,350 39.60 4.97 5.79 6.62 7.45 8.28 9.11 9.93
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TAXABLE INCOME 20
SINGLE RETURN 6.5%
IS
EQUIVALENT
TO A
TAXABLE
YIELD OF
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$ 0- 26,250 7.65
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$ 26,251- 63,550 9.03
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$ 63,551-132,600 9.42
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$132,601-288,350 10.16
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OVER $288,350 10.76
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To compare the yield of a taxable security with the yield of a federally
tax-free security, find your taxable income and read across. The table
incorporates 2000 federal income tax rates and assumes that all income would
otherwise be taxed at a U.S. investor's highest tax rate. Yield figures are for
example only.
*Based upon net amount subject to federal income tax after deductions and
exemptions. This table does not reflect the possible effect of other tax
factors, such as alternative minimum tax, personal exemptions, the phase-out of
exemptions, itemized deductions, the possible partial disallowance of deductions
or state and local taxation. Consequently, investors are urged to consult their
own tax advisers in this regard.
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:
- elimination of one or more bonds from the Fund's portfolio because of calls,
redemptions or sales;
- a change in the Fund's expenses; or
- the failure by a bond's issuer to pay interest.
Changes in interest rates generally will not affect your income because the
portfolio is fixed.
Along with your income, you will receive your share of any available bond
principal.
RETURN FIGURES
We cannot predict your actual return, which will vary with unit price, how long
you hold your investment and changes in the portfolio, interest income and
expenses.
ESTIMATED 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:
- a monthly statement of income payments and any principal payments;
- a notice from the Trustee when new bonds are deposited in exchange or
substitution for bonds originally deposited;
- an annual report on Fund activity; and
- annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE
AMOUNT OF TAX-EXEMPT INTEREST RECEIVED DURING THE YEAR.
You may request:
- copies of bond evaluations to enable you to comply with federal and state tax
reporting requirements; and
- audited financial statements of the Fund.
You may inspect records of Fund transactions at the Trustee's office during
regular business hours.
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.
6
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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:
- general obligation bonds are backed by the issuer's pledge of its full
faith, credit and taxing power;
- 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
- 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 airport, port and
highway bonds. Airport, port and highway revenue bonds are dependent for payment
on revenues from financial projects including:
- user fees from ports and airports;
- tolls on turnpikes and bridges;
- rents from buildings; and
- additional financial resources including
--federal and state subsidies,
-- lease rentals paid by state or local governments, or
-- the pledge of a special tax such as a sales tax or a property tax.
Airport income is largely affected by:
- increased competition;
- excess capacity; and
- increased fuel costs.
7
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LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Fund.
Future tax legislation could affect the value of the portfolio by:
- limiting real property taxes,
- reducing tax rates,
- imposing a flat or other form of tax, or
- exempting investment income from tax.
SELLING 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:
- ADDING the value of the bonds, net accrued interest, cash and any other Fund
assets;
- SUBTRACTING accrued but unpaid Fund expenses, unreimbursed Trustee advances,
cash held to buy back units or for distribution to investors and any other
Fund liabilities; and
- DIVIDING the result by the number of outstanding units.
Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the portfolio.
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
8
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unit par value and also reduce the size and diversity of the Fund.
There could be a delay in paying you for your units:
- if the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
- if the SEC determines that trading on the New York Stock Exchange is
restricted or that an emergency exists making sale or evaluation of the
bonds not reasonably practicable; and
- for any other period permitted by SEC order.
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:
- to reimburse the Trustee for the Fund's operating expenses;
- for extraordinary services and costs of indemnifying the Trustee and the
Sponsors;
- costs of actions taken to protect the Fund and other legal fees and
expenses;
- expenses for keeping the Fund's registration statement current; and
9
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- 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 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 may affect the
composition of the portfolio. Units offered in the secondary market may not
represent the same face amount of bonds that they did originally.
We decide whether or not to offer units for sale that we acquire in the
secondary market after reviewing:
- diversity of the portfolio;
- size of the Fund relative to its original size;
- ratio of Fund expenses to income;
- current and long-term returns;
- degree to which units may be selling at a premium over par; and
- cost of maintaining a current prospectus.
FUND TERMINATION
The Fund will terminate following the stated maturity or sale of the last bond
in the portfolio. The Fund may also terminate earlier with the consent of
investors holding 51% of the units or if total assets of the Fund have fallen
below 40% of the face amount of bonds deposited. We will decide whether to
terminate the Fund early based on the same factors used in deciding whether or
not to offer units in the secondary market.
When the Fund is about to terminate you will receive a notice, and you will be
unable to sell your units after that time. On or shortly before termination, we
will sell any remaining bonds, and you will receive your final distribution. Any
bond that cannot be sold at a reasonable
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price may continue to be held by the Trustee in a liquidating trust pending its
final sale.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling bonds. This may reduce the amount you receive as your
final distribution.
CERTIFICATES
Certificates for units are issued on request. You may transfer certificates by
complying with the requirements for redeeming certificates, described above. You
can replace lost or mutilated certificates by delivering satisfactory indemnity
and paying the associated costs.
TRUST INDENTURE
The Fund is a "unit investment trust" governed by a Trust Indenture, a contract
among the Sponsors, the Trustee and the Evaluator, which sets forth their duties
and obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.
The Sponsors and the Trustee may amend the Indenture without your consent:
- to cure ambiguities;
- to correct or supplement any defective or inconsistent provision;
- to make any amendment required by any governmental agency; or
- to make other changes determined not to be materially adverse to your best
interest (as determined by the Sponsors).
Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Fund without your written consent.
The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
- it fails to perform its duties and the Sponsors determine that its
replacement is in your best interest; or
- it becomes incapable of acting or bankrupt or its affairs are taken over by
public authorities.
Investors holding 51% of the units may remove the Trustee. The Evaluator may
resign or be removed by the Sponsors and the Trustee without the consent of
investors. The resignation or removal of either becomes effective when a
successor accepts appointment. The Sponsors will try to appoint a successor
promptly; however, if no successor has accepted within 30 days after notice of
resignation, the resigning Trustee or Evaluator may petition a court to appoint
a successor.
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
- remove it and appoint a replacement Sponsor;
- liquidate the Fund; or
- continue to act as Trustee without a Sponsor.
11
<PAGE>
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.
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.
12
<PAGE>
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
The Fund and the Agent for the Sponsors have each adopted a code of ethics
requiring reporting of personal securities transactions by its employees with
access to information on Fund transactions. Subject to certain conditions, the
codes permit employees to invest in Fund securities for their own accounts. The
codes are designed to prevent fraud, deception and misconduct against the Fund
and to provide reasonable standards of conduct. These codes are on file with the
Commission and you may obtain a copy by contacting the Commission at the address
listed on the back cover of this prospectus.
YEAR 2000 ISSUES
Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the "Year
2000 Problem"). To date we are not aware of any major operational difficulties
resulting from the computer system changes necessary to prepare for the Year
2000. However, there can be no assurance that the Year 2000 Problem will not
adversely affect the issuers of the bonds contained in the Portfolio. 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 or subject to
special rules. You should consult your own tax adviser about your particular
circumstances.
At the date of issue of each bond, counsel for the issuer delivered an opinion
to the effect that interest on the bond is exempt from regular federal income
tax. However, interest may be subject to state and local taxes and may be taken
into account in determining your preference items for alternative minimum tax
purposes. Neither we nor our counsel have reviewed the issuance of the bonds,
related proceedings or the basis for the opinions of counsel for the issuers. We
cannot assure you that the issuers (or other users of bond proceeds) have
complied or will comply with any requirements necessary for a bond to be
tax-exempt. If any of the bonds were determined not to be tax-exempt, you could
be required to pay income tax for current and prior years, and if the Fund were
to sell the bond, it might have to sell it at a substantial discount.
In the opinion of our counsel, under existing law:
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.
13
<PAGE>
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 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
14
<PAGE>
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.
15
<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, 2000 and the related statements of
operations and changes in net assets for the years ended May 31, 2000, 1999 and
1998. 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
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, 2000, 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, 2000 and the results of
its operations and changes in its net assets for the above-stated years in
accordance with accounting principles generally accepted in the United States of
America.
DELOITTE & TOUCHE LLP
New York, N.Y.
August 8, 2000
D - 1
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
PUT SERIES - 8 (CAPITAL APPRECIATION)
<TABLE>
STATEMENT OF CONDITION
AS OF MAY 31, 2000
<S> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $5,051,002) (Note 1) $5,505,624
Accrued interest receivable 156,636
Cash 288,755
Total trust property 5,951,015
LESS LIABILITY - Accrued expenses 27,422
NET ASSETS, REPRESENTED BY:
93,110,614 units of fractional undivided interest
outstanding (Note 3) $5,760,713
Undistributed net investment income 162,880 $5,923,593
UNIT VALUE ($5,923,593 / 93,110,614 units) $.06362
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,
2000 1999 1998
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income $424,485 $487,592 $593,506
Trustee's fees and expenses (19,657) (19,374) (25,267)
Sponsors' fees (15,734) (11,496) (4,754)
Net investment income 389,094 456,722 563,485
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain on securities sold or redeemed 87,353 105,877 133,388
Unrealized depreciation of investments (303,655) (155,692) (30,012)
Net realized and unrealized gain (loss) on
investments (216,302) (49,815) 103,376
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $172,792 $406,907 $666,861
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,
2000 1999 1998
<S> <C> <C> <C>
OPERATIONS:
Net investment income $ 389,094 $ 456,722 $ 563,485
Realized gain on securities sold or redeemed 87,353 105,877 133,388
Unrealized depreciation of investments (303,655) (155,692) (30,012)
Net increase in net assets resulting from
operations 172,792 406,907 666,861
DISTRIBUTIONS TO HOLDERS (Note 2):
Income (390,089) (461,651) (738,147)
Principal (731,383) (1,067,071) (1,777,541)
Total distributions (1,121,472) (1,528,722) (2,515,688)
CAPITAL SHARE TRANSACTIONS:
Issuance of 1,112,762, 950,906 and 835,605,
additional units, respectively (Note 3) __________ __________ __________
NET DECREASE IN NET ASSETS (948,680) (1,121,815) (1,848,827)
NET ASSETS AT BEGINNING OF YEAR 6,872,274 7,994,089 9,842,916
NET ASSETS AT END OF YEAR $5,923,594 $6,872,274 $7,994,089
PER UNIT:
Income distributions during year $.00422 $0.00505 $0.00816
Principal distributions during year $.00795 $0.01172 $0.01965
Net asset value at end of year $.06362 $0.07470 $0.08780
TRUST UNITS OUTSTANDING AT END OF YEAR 93,110,614 91,997,852 91,046,946
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 accordance with accounting
principles generally accepted in the United States of America.
(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
<TABLE>
<S> <C>
Cost of 84,642,329 units at Dates of Deposit $84,642,329
Redemptions of units - net cost of 3,995,000 units
redeemed less redemption amounts 1,358,540
Realized gain on securities sold or redeemed 8,159,035
Principal distributions (88,853,813)
Unrealized appreciation of investments 1,112,762 additional
units issued in recognition thereof - see below) 454,622
Net capital applicable to Holders $ 5,760,713
</TABLE>
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, 2000 unrealized appreciation of investments, based on cost
for Federal income tax purposes, aggregated $454,622, all of which was
related to appreciated securities. The cost of investment securities for
Federal income tax purposes was $5,051,002 at May 31, 2000.
D - 5
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
PUT SERIES - 8 (CAPITAL APPRECIATION)
PORTFOLIO
AS OF MAY 31, 2000
<TABLE>
<CAPTION>
Optional
Portfolio No. and Title of Face Redemption
Securities(3) Amount Coupon Maturities(2) Provisions(2) Cost Value(1)
<C> <S> <C> <C> <C> <C> <C> <C>
1. City of Houston, TX, $2,500,000 8.200% 7/01/05 Currently $2,519,975 $2,681,425
Arpt. Sys. Rev. Bnds.,
Ser. 1980
2. State of Oregon, Gen. 1,500,000 8.250 1/01/05 Currently 1,519,290 1,685,775
Oblig. Bnds., Oregon
Vet. Welfare Bnds.,
Ser. LXIII
3. State of Georgia, 382,000 7.125 7/15/01 Currently 344,296 379,559
Dev. Auth. of Fulton
Co., Ind'l Dev. Rev.
Bnds. (Wetterau
Inc. Proj.)
4. The Industrial Dev. 450,000 7.500 8/15/02 Currently 421,623 444,965
Auth. of the County
of Cole, MO, Ind'l
Rev. Bnds., Ser.
Aug. 1, 1979 (Modine
Manufacturing Co.
Proj.)
5. Illinois State Hsg. 315,000 6.000 7/01/03 Currently 245,818 313,900
Dev. Auth., Multi-
Family Hsg. Bnds.,
1978 Ser. A
TOTAL $5,147,000 $5,051,002 $5,505,624
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, 2000
(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 Funds-Registered Trademark-
<TABLE>
<S> <C>
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:
- Securities Act of 1933 (file no.
2-94586) and
- Investment Company Act of 1940 (file
no. 811-1777).
TO OBTAIN COPIES AT PRESCRIBED RATES--
WRITE: Public Reference Section of the
Commission
450 Fifth Street, N.W., Washington,
D.C. 20549-6009
CALL: 1-800-SEC-0330.
VISIT: http://www.sec.gov.
---------------------------------------
No person is authorized to give any
information or representations about
this Fund not contained in this
Prospectus or the Information
Supplement, and you should not rely on
any other information.
---------------------------------------
When units of this Fund are no longer
available, this Prospectus may be used
as a preliminary prospectus for a
future series, but some of the
information in this Prospectus will be
changed for that series.
UNITS OF ANY FUTURE SERIES MAY NOT BE
SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
UNTIL THAT SERIES HAS BECOME EFFECTIVE
WITH THE SECURITIES AND EXCHANGE
COMMISSION. NO UNITS CAN BE SOLD IN ANY
STATE WHERE A SALE WOULD BE ILLEGAL.
12784--8/00
</TABLE>
