<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1994
REGISTRATION NO. 2-95427
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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--3
(A UNIT INVESTMENT TRUST)
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY SHEARSON 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 SHEARSON
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 May 20,
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--3
(A UNIT INVESTMENT TRUST)
PROSPECTUS, PART A
DATED MAY 20, 1994
SPONSORS:
Merrill Lynch,
Pierce, Fenner & Smith Inc.
Smith Barney Shearson 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') the Government National Mortgage Association
('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 $90 billion sponsored since 1970. Each Defined Fund is a
portfolio of preselected securities. The portfolio is divided into 'units'
representing equal shares of the underlying assets. Each unit receives an equal
share of income and principal distributions.
With Defined Asset Funds you know in advance what you are investing in and that
changes in the portfolio are limited. Most defined bond funds pay interest
monthly and repay principal as bonds are called, redeemed, sold or as they
mature. Defined equity funds offer preselected stock portfolios with defined
termination dates.
Your financial advisor can help you select a Defined Fund to meet your personal
investment objectives. Our size and market presence enable us to offer a wide
variety of investments. Defined Funds are available in the following types of
securities: municipal bonds, corporate bonds, government bonds, utility stocks,
growth stocks, even international securities denominated in foreign currencies.
Termination dates are as short as one year or as long as 30 years. Special funds
are available for investors seeking extra features: insured funds, double and
triple tax-free funds, and funds with 'laddered maturities' to help protect
against rising interest rates. Defined Funds are offered by prospectus only.
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CONTENTS
Investment Summary.......................................... A-3
Accountants' Opinion Relating to the Fund................... D-1
Statement of Condition...................................... D-2
Portfolio................................................... D-6
A-2
<PAGE>
DEFINED ASSET FUNDS--CORPORATE INCOME FUND, CASH OR ACCRETION BOND SERIES--3
INVESTMENT SUMMARY
AS OF FEBRUARY 28, 1994, THE EVALUATION DATE
PRINCIPAL AMOUNT OF SECURITIES+..........................$ 3,887,963
NUMBER OF UNITS.......................................... 9,716,396
FACE AMOUNT OF SECURITIES PER UNIT (TIMES 1,000).........$ 400.14
FRACTIONAL UNDIVIDED INTEREST IN FUND REPRESENTED BY EACH
UNIT................................................... 1/9,716,396th
PUBLIC OFFERING PRICE PER 1,000 UNITS*
Aggregate bid side evaluation of Securities.........$ 4,037,998
--------------------
Divided by Number of Units (times 1,000)............$ 415.59
Plus sales charge of 3.50% of Public Offering Price
(3.627% of net amount invested) 15.07
--------------------
Public Offering Price per 1,000 Units...............$ 430.66
(plus cash
adjustments and
accrued interest)**
SPONSORS' REPURCHASE PRICE AND REDEMPTION PRICE PER 1,000
UNITS..................................................$ 415.59
(aggregate bid side evaluation of Securities) ($15.07 (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................ 11.103%
Less estimated annual expenses per 1,000 Units
($3.83) expressed as a percentage................. .957%
--------------------
Estimated net annual interest rate per 1,000
Units............................................. 10.146%
--------------------
--------------------
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++
$3.83 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 20% 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 31, 1985) the Principal Amount
of Securities in the Fund was $20,078,261. 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--3
INVESTMENT SUMMARY AS OF THE EVALUATION DATE (CONTINUED)
NUMBER OF ISSUES IN PORTFOLIO............................... 4
MATURITIES...............................................................2015
NUMBER OF COMPOUND INTEREST BONDS........................... 3
NUMBER OF U.S. TREASURY INTEREST BEARING BONDS.............. 1
PERCENTAGE OF ACCRETED PRINCIPAL AMOUNT OF PORTFOLIO
REPRESENTED BY EACH ISSUER+ OF COMPOUND INTEREST BONDS:
COLLATERALIZED MORTGAGE SECUTITIES CORPORATION.............. 24%
GUARANTEED MORTGAGE CORPORATION II.......................... 20%
NASH PHILLIPS/COPUS SECURITIES FUNDING CORPORATION.......... 47%
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
12/1/2015)............................................. 20%
11.10% Compound Interest Bond (stated maturity
12/1/2015)........................................... 47%
11.45% Compound Interest Bond (stated maturity
11/1/2015)........................................... 24%
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 - 3
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Co-Trustees and Holders
of Defined Asset Funds - Corporate Income Fund,
Cash or Accretion Bond Series - 3:
We have audited the accompanying statement of condition of Defined Asset Funds -
Corporate Income Fund, Cash or Accretion Bond Series - 3, 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 - 3 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.
March 31, 1994
D - 1
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 3
<TABLE>
STATEMENT OF CONDITION
AS OF FEBRUARY 28, 1994
<S> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(adjusted cost $3,772,765) (Note 1) $4,037,998
Accrued interest receivable 101,334
Prepaid expenses 6,285
Cash 74,323
Total trust property $4,219,940
NET ASSETS, REPRESENTED BY:
9,716,396 units of fractional undivided interest
outstanding (Note 3) $4,038,054
Undistributed net investment income 181,886 $4,219,940
UNIT VALUE ($4,219,940 / 9,716,396 units) $.43431
See Notes to Financial Statements.
D - 2
</TABLE>
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 3
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years Ended
February 28, February 28, February 29,
1994 1993 1992
<S> <C> <C> <C>
INVESTMENT INCOME:
Accretion of collateralized bonds $ 164,799 $1,338,568
Other interest income $566,550 888,395 115,263
Co-Trustee's fees and expenses (31,287) (23,788) (27,616)
Sponsors' fees (4,485) (11,245) (4,932)
Net investment income 530,778 1,018,161 1,421,283
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Realized gain on securities sold or redeemed 25,307 139,404 154,249
Unrealized appreciation (depreciation)
of investments (171,806) (229,331) 17,285
Net realized and unrealized gain (loss) on
investments (146,499) (89,927) 171,534
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $384,279 $ 928,234 $1,592,817
See Notes to Financial Statements.
D - 3
</TABLE>
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 3
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 $ 530,778 $ 1,018,161 $ 1,421,283
Realized gain on securities sold
or redeemed 25,307 139,404 154,249
Unrealized appreciation (depreciation) of
investments (171,806) (229,331) 17,285
Net increase in net assets resulting from
operations 384,279 928,234 1,592,817
DISTRIBUTIONS TO HOLDERS (Note 2):
Income (519,855) (658,163)
Principal (2,000,365) (4,295,880) (74,719)
Total distributions (2,520,220) (4,954,043) (74,719)
CAPITAL SHARE TRANSACTIONS:
Issuance of 572,550 and 1,414,301 additional
units in 1993 and 1992, respectively
(Note 1)
Redemptions of 489,000, 2,480,000 and
2,766,081, units, respectively (308,579) (2,359,909) (2,990,335)
NET DECREASE IN NET ASSETS (2,444,520) (6,385,718) (1,472,237)
NET ASSETS AT BEGINNING OF YEAR 6,664,460 13,050,178 14,522,415
NET ASSETS AT END OF YEAR $4,219,940 $ 6,664,460 $13,050,178
PER UNIT:
Income distributions during the year $.05298 $.05893
Principal distributions during the year $.20492 $.39548 $.00591
Net asset value at end of year. $.43431 $.65303 $1.0774
TRUST UNITS OUTSTANDING AT END OF YEAR 9,716,396 10,205,396 12,112,846
See Notes to Financial Statements.
D - 4
</TABLE>
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 3
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 November 1, 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 presently receiving distributions of principal or interest on
its holdings of Collateralized Bonds in accordance with the terms of such
bonds. Generally, distributions are not made by the Fund to its Holders
until payments of principal and interest are received on such bonds;
thereafter distributions are made each month. 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 9,716,396 units outstanding $9,716,396
Redemptions of units - redemption amounts less net cost of
21,473,004 units redeemed (1,079,175)
Realized gain on securities sold or redeemed 1,555,605
Principal distributions (6,420,005)
Unrealized appreciation of investments 265,233
Net capital applicable to Holders $4,038,054
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 - 3
PORTFOLIO
AS OF FEBRUARY 28, 1994
<TABLE>
<CAPTION>
Accreted Inter- Optional Optional
Portfolio No. and Title of Rating of Principal est Call Call Adjusted
Securities Issues(1) (2) Maturities Rate Date(3) Percentage(3) Cost(2) Value(2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Collateralized Mortgage Securities AAA $ 918,359 11/1/15 11.450% 11/1/00 100 $ 927,647 $ 928,851
Corp., Collateralized Mort. Oblg.,
Ser. F, Class F-4
2 Guaranteed Mtg. Corp. II GNMA- AAA 779,706 12/1/15 11.000 10/1/95 100 736,715 778,959
Collateralized Mtg. Bnds., Ser S,
Class S-4
3 Nash Phillips/Copus Securities AAA 1,839,898 12/1/15 11.100 - 10 1,746,153 1,831,371
Funding Corporation, Series B,
Sequence B-4
4 U.S. Treasury Bonds AAA 350,000 8/15/15 10.625 - - 362,250 498,817
TOTAL $3,887,963 $3,772,765 $4,037,998
</TABLE>
See Notes to Portfolio.
D - 6
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 3
NOTES TO PORTFOLIO
AS OF FEBRUARY 28, 1994
(1) A description of the rating symbols and their meanings appears under
"Description of Ratings" in this 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. The Compound Interest Bonds in portfolio number
3 are callable on the later of the date indicated and the date on which all
other classes of that series of Bonds have been repaid in full.
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--3
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 Shearson 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
11702--5/94
<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--3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
DEFINED ASSET FUNDS--CORPORATE INCOME FUND, CASH OR ACCRETION BOND SERIES--3 (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 11TH DAY OF MAY, 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
Shearson 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 SHEARSON 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 Shearson 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 Shearson 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--3
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Co-Trustees
of Defined Asset Funds--Corporate Income Fund, Cash Or Accretion Bond Series--3:
We hereby consent to the use in Post-Effective Amendment No. 8 to Registration
Statement No. 2-95427 of our opinion dated March 31, 1994 relating to the
financial statements of Defined Asset Funds--Corporate Income Fund, Cash Or
Accretion Bond Series--3 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.
May 11, 1994
<PAGE>
EXHIBIT 4.1
INTERACTIVE DATA
14 WALL STREET
NEW YORK, NEW YORK 10005
(212) 306-6596
FAX 212-306-6545
May 11, 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--3
(A Unit Investment Trust) Units of Fractional Undivided Interest-Registered
Under the Securities Act of 1933, File No. 2-95427
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
May 11, 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--3 (SEC Reg. Pound2-95427)
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 2-95427.
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
May 11, 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-CIF CABS-3 761195 2-95427 811-2295
DEFINED ASSET FUNDS-MA CBS 275270 2-60271
DEFINED ASSET FUNDS-IBF CDBS-10 782338 33-38784 811-2843
DEFINED ASSET FUNDS-EIF UCSS-1 313358 2-65189 811-3044
DEFINED ASSET FUNDS-EIF UCSS-2 317329 2-68016 811-3044
DEFINED ASSET FUNDS-EIF USS-11 781244 33-14562 811-3044
DEFINED ASSET FUNDS-CIF GNMA SERIES-1 225214 2-60271 811-2295
DEFINED ASSET FUNDS-GSIF GNMA SERIES-2 230256 2-60838 811-2810
DEFINED ASSET FUNDS-GSIF GNMA SERIES 1B 781276 33-06711 811-2810
DEFINED ASSET FUNDS-MITF MBIA IDS-1 718910 2-83438 811-1777
DEFINED ASSET FUNDS-MITF IS-51 774443 2-99629 811-1777
DEFINED ASSET FUNDS-MITF IS-84 780984 33-08085 811-1777
DEFINED ASSET FUNDS-MITF IS-86 780990 33-08550 811-1777
DEFINED ASSET FUNDS-MITF ITS-122 780748 33-25390 811-1777
DEFINED ASSET FUNDS-MITF ITS-172 868086 33-38421 811-1777
DEFINED ASSET FUNDS-MITF ITS-202 868109 33-49185 811-1777
DEFINED ASSET FUNDS-CIF MPS-311 781816 33-49227 811-2295
DEFINED ASSET FUNDS-MITF MPS-412 780780 33-09616 811-1777
DEFINED ASSET FUNDS-MITF MPS-413 780783 33-09928 811-1777
DEFINED ASSET FUNDS-MITF MPS-443 781080 33-17867 811-1777
DEFINED ASSET FUNDS-MITF MPS-444 781119 33-18006 811-1777
DEFINED ASSET FUNDS-MITF MPS-445 781121 33-18132 811-1777
DEFINED ASSET FUNDS-MITF MPS-494 803701 33-32316 811-1777
DEFINED ASSET FUNDS-MITF MPS-515 803722 33-44586 811-1777
DEFINED ASSET FUNDS-MITF MPS-525 892742 33-49293 811-1777
DEFINED ASSET FUNDS-MITF MSS 29 895616 33-49345 811-1777
DEFINED ASSET FUNDS-MITF MSS 3Q 780506 33-17498 811-1777
DEFINED ASSET FUNDS-MITF MSS 3R 780507 33-17869 811-1777
DEFINED ASSET FUNDS-MITF MSS 5L 836079 33-26061 811-1777
DEFINED ASSET FUNDS-MITF MSS 8L 868154 33-39157 811-1777
DEFINED ASSET FUNDS-MITF MSS 9W 881821 33-45207 811-1777
DEFINED ASSET FUNDS-MITF OHIO-1 720511 2-84233 811-1777
DEFINED ASSET FUNDS-MITF OHIO-2 723530 2-85117 811-1777
TOTAL: 33 FUNDS
</TABLE>
