<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 1994
REGISTRATION NO. 2-95315
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 8
TO
FORM S-6
------------------------------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
------------------------------------------
A. EXACT NAME OF TRUST:
DEFINED ASSET FUNDS--
CORPORATE INCOME FUND
CASH OR ACCRETION BOND SERIES--2
(A UNIT INVESTMENT TRUST)
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
UNIT INVESTMENT TRUSTS
POST OFFICE BOX 9051
PRINCETON, N.J.
08543-9051 SMITH BARNEY INC.
TWO WORLD TRADE CENTER
101ST FLOOR
NEW YORK, N.Y. 10048
PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES DEAN WITTER REYNOLDS INC.
1285 AVENUE OF THE INCORPORATED TWO WORLD TRADE
AMERICAS ONE SEAPORT PLAZA CENTER--59TH FLOOR
NEW YORK, N.Y. 10019 199 WATER STREET NEW YORK, N.Y. 10048
NEW YORK, N.Y. 10292
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ. THOMAS D. HARMAN, ESQ. ROBERT E. HOLLEY
P.O. BOX 9051 388 GREENWICH ST. 1200 HARBOR BLVD.
PRINCETON, N.J. NEW YORK, N.Y. 10013 WEEHAWKEN, N.J. 07087
08543-9051
COPIES TO:
LEE B. SPENCER, JR. PHILIP BECKER PIERRE DE SAINT PHALLE,
ONE SEAPORT PLAZA 130 LIBERTY STREET--29TH ESQ.
199 WATER STREET FLOOR 450 LEXINGTON AVENUE
NEW YORK, N.Y. 10292 NEW YORK, N.Y. 10006 NEW YORK, N.Y. 10017
The issuer has registered an indefinite number of Units under the Securities Act
of 1933 pursuant to Rule 24f-2 and filed the Rule 24f-2 Notice for the most
recent fiscal year on February 15, 1994.
Check box if it is proposed that this filing will become effective on June 17,
1994 pursuant to paragraph (b) of Rule 485. / x /
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<PAGE>
<PAGE>
DEFINED
ASSET FUNDSSM
CORPORATE INCOME
FUND
- ------------------------------------------------------------
CASH OR ACCRETION BOND
SERIES--2
(A UNIT INVESTMENT TRUST)
PROSPECTUS, PART A
DATED JUNE 17, 1994
SPONSORS:
Merrill Lynch,
Pierce, Fenner & Smith Inc.
Smith Barney Inc.
PaineWebber Incorporated
Prudential Securities Incorporated
Dean Witter Reynolds Inc.
This Defined Fund's objective is to provide a substantial level of safety
through investment in a portfolio consisting primarily of long-term compound
interest corporate bonds that are collateralized (the 'Compound Interest
Bonds'). There is no assurance that this objective will be met because it is
subject to the continuing ability of issuers of the Debt Obligations to meet
their principal and interest requirements. Furthermore, the market value of the
underlying Securities, and therefore the value of the Units, will flucutate with
changes in interest rates and other factors. The Securities were issued after
July 18, 1984, as a result of which the interest income (including original
issue discount) will be exempt from U.S. Federal income taxes, including
withholding taxes, for many foreign Holders (see Taxes in Part B).
The collateral backing the Compound Interest Bonds is primarily composed of
mortgage-backed Securities of the GNMA modified pass-through type ('GNMA
Certificates' or 'Ginnie Maes') fully guaranteed as to the payment of principal
and interest by GNMA. The guaranty obligation of GNMA with respect to the GNMA
Certificates will be backed by the full faith and credit of the United States,
but GNMA does not guarantee payment on the Bonds or on the Units of the Fund, as
such. The Fund is also designed for IRA accounts, Keogh plans and other
tax-deferred retirement programs. Units of the Fund are rated AAA by Standard &
Poor's.
MINIMUM PURCHASE IN INDIVIDUAL TRANSACTIONS:
1,000 UNITS
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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NOTE: PART A OF THIS PROSPECTUS MAY NOT BE DISTRIBUTED
UNLESS ACCOMPANIED BY DEFINED ASSET FUNDS--CORPORATE INCOME FUND PROSPECTUS,
PART B.
This Prospectus consists of two parts. The first includes an Investment Summary
and certified financial statements of the Fund, including the related securities
portfolio; the second contains a general summary of the Fund.
- ------------------------------------------------------------------------
Read and retain both parts of this Prospectus for future reference.
<PAGE>
DEFINED ASSET FUNDSSM is America's oldest and largest family of unit investment
trusts with over $90 billion sponsored since 1970. Each Defined Fund is a
portfolio of preselected securities. The portfolio is divided into 'units'
representing equal shares of the underlying assets. Each unit receives an equal
share of income and principal distributions.
With Defined Asset Funds you know in advance what you are investing in and that
changes in the portfolio are limited. Most defined bond funds pay interest
monthly and repay principal as bonds are called, redeemed, sold or as they
mature. Defined equity funds offer preselected stock portfolios with defined
termination dates.
Your financial advisor can help you select a Defined Fund to meet your personal
investment objectives. Our size and market presence enable us to offer a wide
variety of investments. Defined Funds are available in the following types of
securities: municipal bonds, corporate bonds, government bonds, utility stocks,
growth stocks, even international securities denominated in foreign currencies.
Termination dates are as short as one year or as long as 30 years. Special funds
are available for investors seeking extra features: insured funds, double and
triple tax-free funds, and funds with 'laddered maturities' to help protect
against rising interest rates. Defined Funds are offered by prospectus only.
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CONTENTS
Investment Summary.......................................... A-3
Accountants' Opinion Relating to the Fund................... D-1
Statement of Condition...................................... D-2
Portfolio................................................... D-6
A-2
<PAGE>
DEFINED ASSET FUNDS--CORPORATE INCOME FUND, CASH OR ACCRETION BOND SERIES--2
INVESTMENT SUMMARY
AS OF FEBRUARY 28, 1994, THE EVALUATION DATE
PRINCIPAL AMOUNT OF SECURITIES+..........................$ 6,223,570
NUMBER OF UNITS.......................................... 13,790,972
FACE AMOUNT OF SECURITIES PER UNIT (TIMES 1,000).........$ 451.27
FRACTIONAL UNDIVIDED INTEREST IN FUND REPRESENTED BY EACH
UNIT................................................... 1/13,790,972nd
PUBLIC OFFERING PRICE PER 1,000 UNITS*
Aggregate bid side evaluation of Securities.........$ 6,427,922
--------------------
Divided by Number of Units (times 1,000)............$ 466.10
Plus sales charge of 3.50% of Public Offering Price
(3.627% of net amount invested) 16.90
--------------------
Public Offering Price per 1,000 Units...............$ 483.00
(plus cash
adjustments and
accrued interest)**
SPONSORS' REPURCHASE PRICE AND REDEMPTION PRICE PER 1,000
UNITS..................................................$ 466.10
(aggregate bid side evaluation of Securities) ($16.90 (plus cash
less than Public Offering Price per 1,000 Units) adjustments and
accrued interest)**
CALCULATION OF ESTIMATED NET ANNUAL INTEREST RATE PER
1,000 UNITS (BASED ON FACE AMOUNT PER 1,000 UNITS)
Annual interest rate per 1,000 Units................ 11.185%
Less estimated annual expenses per 1,000 Units
($3.08) expressed as a percentage................. .682%
--------------------
Estimated net annual interest rate per 1,000
Units............................................. 10.503%
--------------------
--------------------
RECORD DAY FOR PRINCIPAL AND INTEREST
DISTRIBUTIONS
The 10th day of each month.
PRINCIPAL AND INTEREST DISTRIBUTIONS
The 25th of each month.
MINIMUM CAPITAL DISTRIBUTION
No distribution need be made from Capital Account if balance is less than
$5.00 per 1,000 Units.
TRUSTEE'S ANNUAL FEE AND EXPENSES++
$3.08 per 1,000 Units (see Expenses and Charges in Part B).
PORTFOLIO SUPERVISION FEE+++
Maximum of $0.25 per 1,000 original Principal Amount of underlying Compound
Interest Bonds (see Expenses and Charges in Part B).
EVALUATOR'S FEE FOR EACH EVALUATION
Maximum of $14 (see Expenses and Charges in Part B).
EVALUATION TIME
3:30 P.M. New York Time
MINIMUM VALUE OF FUND
Trust may be terminated if value of Fund is less than 40% of the original
Principal Amount of Fund Securities on the date of their deposit. As of the
Evaluation Date, the value of the Fund is 25% of the original Principal
Amount of Fund Securities on the date of their deposit.
- ------------------------------
*These figures assume a purchase of 1,000 Units. The price of a single
Unit, or any multiple thereof, is calculated simply by dividing the
Public Offering Price per 1,000 Units, above, by 1,000, and multiplying
by the number of Units. The sales charge will be reduced on a graduated
scale in the case of quantity purchases (see Public Offering Price in
Part B). The resulting reduction in the Public Offering Price will
increase the effective return on a Unit.
**For Units purchased or redeemed on the Evaluation Date, accrued
interest is approximately equal to the undistributed net investment
income of the Fund (see Statement of Condition on p. D-2) divided by
the number of outstanding Units, plus accrued interest per Unit to the
expected date of settlement (5 business days after purchase or
redemption). The amount of the cash adjustment which is added is equal
to the cash per Unit held in the Capital Account not allocated to the
purchase of specific Securities (see Public Sale of Units--Public
Offering Price and Redemption in Part B).
+On the initial date of Deposit (October 10, 1985) the Principal Amount
of Securities in the Fund was $25,207,029. Cost of Securities is set
forth under Portfolio.
++The Trustee receives annually for its services as Trustee $0.95 per
$1,000 original Principal Amount of Compound Interest Bonds. The
Trustee's Annual Fee and Expenses also includes the Portfolio
Supervision Fee and the Evaluator's Fee set forth herein.
+++The Sponsors also may be reimbursed for their costs of bookkeeping
and administrative services to the Fund. Portfolio supervision fees
deducted in excess of portfolio supervision expenses may be used for
this reimbursement. Additional deductions for this purpose are
currently estimated not to exceed an annual rate of $0.10 per 1,000
Units.
A-3
<PAGE>
DEFINED ASSET FUNDS--CORPORATE INCOME FUND, CASH OR ACCRETION BOND SERIES--2
INVESTMENT SUMMARY AS OF THE EVALUATION DATE (CONTINUED)
NUMBER OF ISSUES IN PORTFOLIO............................... 6
RANGE OF MATURITIES.................................................2010-2015
NUMBER OF COMPOUND INTEREST BONDS........................... 5
NUMBER OF U.S. TREASURY INTEREST BEARING BONDS.............. 1
PERCENTAGE OF ACCRETED PRINCIPAL AMOUNT OF PORTFOLIO
REPRESENTED BY EACH ISSUER+ OF COMPOUND INTEREST BONDS:
Centex Acceptance Corporation.......................... 5%
Collateralized Mortgage Securities Corporation......... 22%
Colonial Savings & Loan Association . 19%
Guaranteed Mortgage Corporation II . 21%
Homestead Mortgage Acceptance Corporation.............. 27%
STANDARD & POOR'S
RATING ON UNITS OF THE FUND* .......................................... AAA
PERCENT OF ACCRETED PRINCIPAL AMOUNT OF PORTFOLIO COMPRISED
OF:**
GNMA-COLLATERALIZED BONDS:
11.00% Compound Interest Bond (stated maturity 11/1/15)... 5%
11.00% Compound Interest Bond (stated maturity 12/1/15)... 21%
11.125% Compound Interest Bond (stated maturity 6/1/10)... 19%
11.375% Compound Interest Bond (stated maturity
11/1/15)............................................... 27%
11.45% Compound Interest Bond (stated maturity 11/1/15)... 22%
DISTRIBUTIONS--Interest payments have commenced on the Compound-Interest
Bonds; interest and principal are paid semi-annually to the Fund and distributed
monthly to Holders.
- ------------------------------
* See Description of Ratings in Part B.
** See Risk Factors--Cash or Accretion Bond Series, Select Series and
GNMA-Collateralized Bond Series in Part B.
+ All of the issuers of the Compound Interest Bonds are limited purpose
corporations organized solely for the purpose of issuing bonds
collateralized by mortgage-backed securities. See Risk Factors--Cash
or Accretion Bond Series, Select Series and GNMA-Collateralized Bond
Series--Limited Assets and Limited Liability in Part B. The collateral
security for each issue will serve as collateral only for that issue.
A-4
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 2
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Co-Trustees and Holders
of Defined Asset Funds - Corporate Income Fund,
Cash or Accretion Bond Series - 2:
We have audited the accompanying statement of condition of Defined Asset Funds -
Corporate Income Fund, Cash or Accretion Bond Series - 2, including the
portfolio, as of February 28, 1994 and the related statements of operations and
of changes in net assets for the years ended February 28, 1994 and 1993 and
February 29, 1992. These financial statements are the responsibility of the Co-
Trustees. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Securities owned at
February 28, 1994, as shown in such portfolio, were confirmed to us by Investors
Bank & Trust Company, a Co-Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Co-Trustees, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Defined Asset Funds - Corporate
Income Fund, Cash or Accretion Bond Series - 2 at February 28, 1994 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
New York, N.Y.
April 25, 1994
D-1
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 2
<TABLE>
STATEMENT OF CONDITION
AS OF FEBRUARY 28, 1994
<S> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(adjusted cost $5,735,832) (Note 1) $6,427,922
Accrued interest receivable 127,317
Cash 44,254
Total trust property 6,599,493
LESS LIABILITY - Accrued expenses 10,638
NET ASSETS, REPRESENTED BY:
13,790,972 units of fractional undivided interest
outstanding (Note 3) $6,428,036
Undistributed net investment income 160,819 $6,588,855
UNIT VALUE ($6,588,855 / 13,790,972 units) $0.47777
See Notes to Financial Statements.
</TABLE>
D-2
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 2
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years Ended
February 28, February 28, February 29,
1994 1993 1992
<S> <C><C> <C>
INVESTMENT INCOME:
Interest on collateralized bonds $ 460,352 $2,004,497
Other interest income $994,439 1,188,714 42,500
Co-Trustees' fees and expenses (35,574) (45,197) (33,030)
Sponsors' fees (8,404) (11,146) (6,202)
Net investment income 950,461 1,592,723 2,007,765
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain on securities sold or redeemed 168,825 283,911 270,122
Unrealized depreciation of investments (480,613) (264,132) (66,834)
Net realized and unrealized gain (loss) on
investments (311,788) 19,779 203,288
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $638,673 $1,612,502 $2,211,053
See Notes to Financial Statements.
</TABLE>
D-3
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 2
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Years Ended
February 28, February 28, February 29,
1994 1993 1992
<S> <C> <C> <C>
OPERATIONS:
Net investment income $ 950,461 $ 1,592,723 $ 2,007,765
Realized gain on securities sold
or redeemed 168,825 283,911 270,122
Unrealized depreciation of investments (480,613) (264,132) (66,834)
Net increase in net assets resulting from
operations 638,673 1,612,502 2,211,053
DISTRIBUTIONS TO HOLDERS (Note 2):
Income (984,328) (873,312)
Principal (4,720,111) (3,246,971) (92,744)
Total distributions (5,704,439) (4,120,283) (92,744)
CAPITAL SHARE TRANSACTIONS:
Issuance of 67,734, 1,005,265 and 2,042,374
additional units in 1994, 1993 and 1992,
respectively (Note 1)
Redemptions of 871,000, 3,614,000 and
3,172,732 units, respectively (695,665) (3,510,354) (3,347,257)
NET DECREASE IN NET ASSETS (5,761,431) (6,018,135) (1,228,948)
NET ASSETS AT BEGINNING OF YEAR 12,350,286 18,368,421 19,597,369
NET ASSETS AT END OF YEAR $ 6,588,855 $12,350,286 $18,368,421
PER UNIT:
Income distributions during year $0.07054 $0.05463
Principal distributions during year $0.33979 $0.20409 $0.00513
Net asset value at end of year. $0.47777 $0.84624 $1.06775
TRUST UNITS OUTSTANDING AT END OF YEAR 13,790,972 14,594,238 17,202,973
See Notes to Financial Statements.
</TABLE>
D-4
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 2
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940 as a Unit
Investment Trust. The following is a summary of significant accounting
policies consistently followed by the Fund in the preparation of its
financial statements. The policies are in conformity with generally
accepted accounting principles.
(a) Securities are stated at value as determined by the Evaluator based on
bid side evaluations for the securities (see "Redemption - Computation
of Redemption Price Per Unit" in this Prospectus, Part B).
(b) Subsequent to October 11, 1985, accrued interest is added to the
principal and cost of the collateralized bonds in accordance with
their terms. On May 1 and November 1 of each year, additional units
are issued ratably to Holders based on one unit per one dollar of
aggregate increase in the accreted principal amount of the compound
interest bonds.
(c) The Fund is not subject to income taxes. Accordingly, no provision for
such taxes is required.
(d) Interest income is recorded as earned.
2. DISTRIBUTIONS
The Fund is receiving distributions of principal and interest on its
holdings of the collateralized bonds in accordance with the terms of such
bonds. Distributions are made each month on such bonds on which payments
of principal and interest are being received. Proceeds from the sale of
investment securities in excess of the amount needed for redemptions of
units are distributed periodically. For additional information, see "Risk
Factors - Cash or Accretion Bond Series, Select Series and GNMA-
Collateralized Bond Series" in this Prospectus, Part B.
3. NET CAPITAL
Cost of 13,790,972 units outstanding $13,790,972
Redemptions of units - net cost of 26,787,776 units redeemed
less redemption amounts (2,905,233)
Realized gain on securities sold or redeemed 3,041,891
Principal distributions (8,191,684)
Unrealized appreciation of investments 692,090
Net capital applicable to Holders $ 6,428,036
4. INCOME TAXES
All Fund items of income received, accretion of original issue discount on
the Collateralized Bonds, expenses paid, and realized gains and losses on
securities sold are attributable to the Holders, on a pro rata basis, for
Federal income tax purposes in accordance with the grantor trust rules of
the United States Internal Revenue Code.
At February 28, 1994, the cost of the investment securities for Federal
income tax purposes was approximately equivalent to the adjusted cost as
shown in the Fund's portfolio.
D-5
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 2
PORTFOLIO
AS OF FEBRUARY 28, 1994
<TABLE>
<CAPTION>
Optional Optional
Portfolio No. and Title of Rating of Accreted Interest Call Call Adjusted
Securities Issues(1) Principal(2) Maturities Rate Date(3) Percentage(3) Cost(2) Value(2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Centex Acceptance Corp. GNMA- AAA $ 318,613 11/1/15 11.000% 11/1/00 20% $ 273,489 $ 318,812
Collateralized Bnds., Ser.
K-4
2 Collateralized Mtg. Securities AAA 1,342,600 11/1/15 11.450 11/1/00 100 1,256,547 1,357,939
Corp. Collateralized Mtg.
Obligations,Ser. F Class F-4
3 Colonial Savings & Loan AAA 1,159,479 6/1/10 11.125 9/1/05 50 1,071,627 1,160,273
Association Collateralized
Mtg. Obligations, Ser. A-4
4 Guaranteed Mtg. Corp. II GNMA- AAA 1,293,054 12/1/15 11.000 10/1/95 100 1,136,792 1,291,814
Collateralized Mtg., Ser. S-4
5 Homestead Mtg. Acceptance Corp. AAA 1,709,824 11/1/15 11.375 11/1/05 100 1,597,002 1,729,008
Collateralized Mtg. Obliga-
tions, Ser. D
6 U.S. Treasury Bnd. AAA 400,000 8/15/15 10.625 400,375 570,076
TOTAL $6,223,570 $5,735,832 $6,427,922
</TABLE>
See Notes to Portfolio.
D-6
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 2
NOTES TO PORTFOLIO
AS OF FEBRUARY 28, 1994
(1) A description of the rating symbols and their meanings appears under
"Description of Ratings" in the Prospectus, Part B. Ratings are by
Standard & Poor's.
(2) See Notes to Financial Statements.
(3) The Compound Interest Bonds were issued in series and each series is
callable at the option of the Issuer, in whole (but not in part), without
premium, at any time (i) on or after certain predetermined call dates or
(ii) after the aggregate outstanding principal amount of the Compound
Interest Bonds of such series declines to a stated percentage of the
aggregate outstanding principal amount of the Bonds on their original issue
date; for each issue, this percentage is stated in the column headed
Optional Call Percentage. Furthermore, principal on the Compound Interest
Bonds may be prepaid to the extent that principal on the mortgages
underlying the collateral is prepaid (see "Risk Factors - Cash or Accretion
Bond Series, Select Series and GNMA - Collateralized Bond Series" in this
Prospectus, Part B).
D-7
<PAGE>
DEFINED
ASSET FUNDSSM
SPONSORS: CORPORATE INCOME FUND
Merrill Lynch, Cash or Accretion Bond Series--2
Pierce, Fenner & Smith Inc. (A Unit Investment Trust)
Unit Investment Trusts PROSPECTUS PART A
P.O. Box 9051 This Prospectus does not contain all of
Princeton, N.J. 08543-9051 the information with respect to the
(609) 282-8500 investment company set forth in its
Smith Barney Inc. registration statement and exhibits
Unit Trust Department relating thereto which have been filed
Two World Trade Center--101st Floor with the Securities and Exchange
New York, N.Y. 10048 Commission, Washington, D.C. under the
1-800-298-UNIT Securities Act of 1933 and the
PaineWebber Incorporated Investment Company Act of 1940, and to
1200 Harbor Boulevard which reference is hereby made.
Weehawken, N.J. 07087 No person is authorized to give any
(201) 902-3000 information or to make any
Prudential Securities Incorporated representations with respect to this
One Seaport Plaza investment company not contained in this
199 Water Street Prospectus; and any information or
New York, N.Y. 10292 representation not contained herein must
(212) 776-1000 not be relied upon as having been
Dean Witter Reynolds Inc. authorized. This Prospectus does not
Two World Trade Center--59th Floor constitute an offer to sell, or a
New York, N.Y. 10048 solicitation of an offer to buy,
(212) 392-2222 securities in any state to any person to
EVALUATOR: whom it is not lawful to make such offer
Kenny S&P Evaluation Services in such state.
65 Broadway
New York, N.Y. 10006
INDEPENDENT ACCOUNTANTS:
Deloitte & Touche
1633 Broadway
3rd Floor
New York, N.Y. 10019
CO-TRUSTEES:
The First National Bank of Chicago
Investors Bank & Trust Company
P.O. Box 1537
Boston, MA 02205-1537
1-800-338-6019
11701--6/94
<PAGE>
DEFINED ASSET FUNDS--
CORPORATE INCOME FUND
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment to the Registration Statement on Form S-6
comprises the following papers and documents:
The facing sheet of Form S-6.
The cross-reference sheet (incorporated by reference to the Cross-Reference
Sheet to Post-Effective Amendment No. 5 to the Registration Statement on Form
S-6 of The Corporate Income Fund, Eighty-First Monthly Payment Series, 1933 Act
File No. 2-63010).
The Prospectus.
The Signatures.
The following exhibits:
4.1.1--Consent of the Evaluator.
4.1.2--Consent of Rating Agency.
5.1 --Consent of independent accountants.
R-1
<PAGE>
DEFINED ASSET FUNDS--
CORPORATE INCOME FUND
CASH OR ACCRETION BOND SERIES--2
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
DEFINED ASSET FUNDS--CORPORATE INCOME FUND, CASH OR ACCRETION BOND SERIES--2 (A
UNIT INVESTMENT TRUST), CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR
EFFECTIVENESS OF THIS REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER THE
SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR
AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW
YORK ON THE 8TH DAY OF JUNE, 1994.
SIGNATURES APPEAR ON PAGES R-3, R-4, R-5, R-6 AND R-7.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Smith Barney Inc.
has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Prudential
Securities Incorporated has signed this Registration Statement or Amendment to
the Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Merrill Lynch, Pierce, have been filed
Fenner & Smith Incorporated: under
Form SE and the
following 1933 Act
File
Number: 33-43466
HERBERT M. ALLISON, JR.
BARRY S. FREIDBERG
EDWARD L. GOLDBERG
STEPHEN L. HAMMERMAN
JEROME P. KENNEY
DAVID H. KOMANSKY
DANIEL T. NAPOLI
THOMAS H. PATRICK
JOHN L. STEFFENS
DANIEL P. TULLY
ROGER M. VASEY
ARTHUR H. ZEIKEL
By
ERNEST V. FABIO
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)
R-3
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of have been filed
Prudential Securities Incorporated: under Form SE and
the following 1933
Act File Number:
33-41631
JAMES T. GAHAN
ALAN D. HOGAN
HOWARD A. KNIGHT
GEORGE A. MURRAY
LELAND B. PATON
HARDWICK SIMMONS
By
RICHARD R. HOFFMANN
(As authorized signatory for Prudential Securities
Incorporated and Attorney-in-fact for the persons listed above)
R-4
<PAGE>
SMITH BARNEY INC.
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Executive Committee of the Board of Directors of have been filed
Smith Barney Inc.: under the 1933 Act
File Number:
33-49753
RONALD A. ARTINIAN
STEVEN D. BLACK
JAMES DIMON
ROBERT DRUSKIN
TONI ELLIOTT
LEWIS GLUCKSMAN
THOMAS GUBA
JOHN B. HOFFMAN
A. RICHARD JANIAK, JR.
ROBERT Q. JONES
JEFFREY LANE
JACK H. LEHMAN III
JOEL N. LEVY
HOWARD D. MARSH
WILLIAM J. MILLS II
JOHN C. MORRIS
A. GEORGE SAKS
BRUCE D. SARGENT
MELVIN B. TAUB
JACQUES S. THERIOT
STEPHEN J. TREADWAY
PAUL UNDERWOOD
By
GINA LEMON
(As authorized signatory for
Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-5
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Dean Witter Reynolds Inc.: have been filed
under Form SE and
the following 1933
Act File Number:
33-17085
NANCY DONOVAN
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
STEPHEN R. MILLER
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By
MICHAEL D. BROWNE
(As authorized signatory for Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)
R-6
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Executive Committee of the Board of Directors of have been filed
PaineWebber Incorporated: under
Form SE and the
following 1933 Act
File
Number: 33-28452
JOHN A. BULT
PAUL B. GUENTHER
DONALD B. MARRON
RONALD M. SCHWARTZ
JAMES C. TREADWAY
By
LINDA M. BUCKLEY
(As authorized signatory for PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-7
<PAGE>
Exhibit 5.1
DEFINED ASSET FUNDS--
CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES--2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Co-Trustees
of Defined Asset Funds--Corporate Income Fund, Cash Or Accretion Bond Series--2:
We hereby consent to the use in Post-Effective Amendment No. 8 to Registration
Statement No. 2-95315 of our opinion dated April 25, 1994 relating to the
financial statements of Defined Asset Funds--Corporate Income Fund, Cash Or
Accretion Bond Series--2 and to the reference to us under the heading 'Auditors'
in the Prospectus which is a part of this Registration Statement.
DELOITTE & TOUCHE
New York, N.Y.
June 8, 1994
<PAGE>
EXHIBIT 4.1
INTERACTIVE DATA
14 WALL STREET
NEW YORK, NEW YORK 10005
(212) 306-6596
FAX 212-306-6545
June 8, 1994
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Unit Investment Trust Division
P.O. Box 9051
Princeton, New Jersey 08543-9051
Investors Bank & Trust Company
The First National Bank of Chicago
c/o One Lincoln Plaza
89 South Street
Boston, Massachusetts 02111
Re: Defined Asset Funds--Corporate Income Fund
Cash or Accretion Bonds Series--2
(A Unit Investment Trust) Units of Fractional Undivided Interest-Registered
Under the Securities Act of 1933, File No. 2-95315
Gentlemen:
We have examined the Registration Statement for the above captioned Fund.
We hereby consent to the reference to Interactive Data Services, Inc. in
the Prospectus contained in the Post-Effective Amendment No. 8 to the
Registration Statement for the above captioned Fund and to the use of the
evaluations of the Obligations prepared by us which are referred to in such
Prospectus and Registration Statement.
You are authorized to file copies of this letter with the Securities and
Exchange Commission.
Very truly yours,
JAMES PERRY
Vice President
<PAGE>
EXHIBIT 4.1.2
STANDARD & POOR'S CORPORATION
MUNICIPAL FINANCE DEPARTMENT
25 BROADWAY
NEW YORK, NEW YORK 10004-1064
TELEPHONE 212/208-1767
RICHARD P. LARKIN
Managing Director
June 8, 1994
Mr. Michael Perini
Vice President
Merrill Lynch, Pierce, Fenner & Smith
UIT Division
P.O. Box 9051
Princeton, NJ 08543-9051
Investors Bank & Trust Company
The First National Bank of Chicago
c/o One Lincoln Plaza
89 South Street
Boston, Massachusetts 02111
RE: DEFINED ASSET FUNDS--CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES--2 (SEC Reg. Pound2-95315)
Dear Mr. Perini:
It is our understanding that you have filed with the Securities and
Exchange Commission a Eighth Post Effective Amendment on the above captioned
fund, SEC file number 2-95315.
Because the portfolio is composed solely of United States Treasury
Obligations and collateralized mortgage obligations that are rated 'AAA' by
Standard & Poor's Rating Group and are collateralized by GNMA pass-through
certificates, we reaffirm the assignment of an 'AAA' rating to the units of the
trust.
You have permission to use the name of Standard & Poor's Corporation and
the above-assigned rating in connection with your dissemination of information
relating to these units, provided that it is understood that the rating is not a
'market' rating nor a recommendation to buy, hold or sell the units of trust.
Further, it should be understood that the rating does not take into account the
extent to which fund expenses or portfolio asset sales for less than the fund's
purchase price will reduce payment to the unit holders of the interest and
principal required to be paid on the portfolio assets. S&P reserves the right to
advise its own clients, subscribers, and the public of the rating. S&P relies on
the sponsor and its counsel, accountants, and other experts for the accuracy and
completeness of the information submitted in connection with the rating. S&P
does not independently verify the truth or accuracy of any such information.
This letter evidences our consent to the use of the name of Standard &
Poor's Corporation in connection with the rating assigned to the units in the
post-effective amendment referred to above. However, this letter should not be
construed as a consent by us, within the meaning of Section 7 of the Securities
Act of 1933, to the use of the name of Standard & Poor's Corporation in
connection with the ratings assigned to the securities contained in the trust.
You are hereby authorized to file a copy of this letter with the Securities and
Exchange Commission.
Please be certain to send us three copies of your final prospectus as soon
as it becomes available. Should we not receive them within a reasonable time
after the closing or should they not conform to the representations made to us,
we reserve the right to withdraw the rating.
We are pleased to have had the opportunity to be of service to you. Our
bill will be sent to you within one month. If we can be of further help, please
do not hesitate to call upon us.
Sincerely,
RICHARD P. LARKIN
<PAGE>
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
June 8, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We hereby represent that the Post-Effective Amendments to the registered
unit investment trusts described in Exhibit A attached hereto do not contain
disclosures which would render them ineligible to become effective pursuant to
Rule 485(b) under the Securities Act of 1933.
Very truly yours,
Davis Polk & Wardwell
Attachment
<PAGE>
EXHIBIT A
<TABLE>
<CAPTION>
1933 ACT 1940 ACT
FUND NAME CIK FILE NO. FILE NO.
- --------- --- -------- --------
<S> <C> <C> <C>
DEFINED ASSET FUNDS-MITF AMT MPS-3 803704 33-33745 811-1777
DEFINED ASSET FUNDS-CIF CABS-1 751575 2-92891 811-2295
DEFINED ASSET FUNDS-CIF CABS-2 760736 2-95315 811-2295
DEFINED ASSET FUNDS-CIF CABS-7 782392 33-03098 811-2295
DEFINED ASSET FUNDS-MITF CAIS-31 780881 33-01850 811-1777
DEFINED ASSET FUNDS-MITF CAIS-32 780886 33-01861 811-1777
DEFINED ASSET FUNDS-EIF CONCEPT SERIES ECOLOGICAL TR 854563 33-33148 811-3044
DEFINED ASSET FUNDS-MITF IS-16 751518 2-92874 811-1777
DEFINED ASSET FUNDS-MITF IS-58 779810 33-01063 811-1777
DEFINED ASSET FUNDS-MITF IS-88 780997 33-09618 811-1777
DEFINED ASSET FUNDS-MITF IS-110 781067 33-18803 811-1777
DEFINED ASSET FUNDS-MITF IS-111 781070 33-19053 811-1777
DEFINED ASSET FUNDS-MITF IS-112 781074 33-19442 811-1777
DEFINED ASSET FUNDS-MITF IS-150 781174 33-32424 811-1777
DEFINED ASSET FUNDS-MITF IS-151 781176 33-33147 811-1777
DEFINED ASSET FUNDS-MITF IS-190 803872 33-49385 811-1777
DEFINED ASSET FUNDS-MITF ITS-148 781404 33-32759 811-1777
DEFINED ASSET FUNDS-MITF ITS-188 868152 33-45754 811-1777
DEFINED ASSET FUNDS-MITF ITS-189 868153 33-46271 811-1777
DEFINED ASSET FUNDS- ITS-204 868111 33-49239 811-1777
DEFINED ASSET FUNDS-CIF MPS-303 781791 33-36734 811-2295
DEFINED ASSET FUNDS-MITF MPS-370 777445 33-00317 811-1777
DEFINED ASSET FUNDS-MITF MPS-446 781123 33-18412 811-1777
DEFINED ASSET FUNDS-MITF MPS-449 781143 33-19052 811-1777
DEFINED ASSET FUNDS-MITF MPS-478 803682 33-26500 811-1777
DEFINED ASSET FUNDS-MITF MPS-479 803683 33-20563 811-1777
DEFINED ASSET FUNDS-MITF MPS-480 803684 33-26605 811-1777
DEFINED ASSET FUNDS-MITF MPS-508 803715 33-38418 811-1777
DEFINED ASSET FUNDS-MITF MSS 1Q 775416 2-99895 811-1777
DEFINED ASSET FUNDS-MITF MSS 3V 780513 33-18802 811-1777
DEFINED ASSET FUNDS-MITF MSS 3X 780515 33-19209 811-1777
DEFINED ASSET FUNDS-MITF MSS 3Y 780516 33-19547 811-1777
DEFINED ASSET FUNDS-MITF MSS 3Z 780517 33-19549 811-1777
DEFINED ASSET FUNDS-MITF MSS 5K 836077 33-26060 811-1777
DEFINED ASSET FUNDS-MITF MSS 6S 847183 33-32912 811-1777
DEFINED ASSET FUNDS-MITF MSS 6U 847185 33-33380 811-1777
DEFINED ASSET FUNDS-MITF MSS 6V 847186 33-33850 811-1777
DEFINED ASSET FUNDS-MITF MSS 6X 847191 33-34030 811-1777
DEFINED ASSET FUNDS-MITF MSS L 750650 2-92484 811-1777
TOTAL: 39 FUNDS
</TABLE>
