<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1994
REGISTRATION NO. 33-01237
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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--5
(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. DOUGLAS LOWE, ESQ. 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 September
2, 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--5
(A UNIT INVESTMENT TRUST)
PROSPECTUS, PART A
DATED SEPTEMBER 2, 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 the 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.
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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 $90 billion sponsored since 1970. Each Defined Fund is a
portfolio of preselected securities. The portfolio is divided into 'units'
representing equal shares of the underlying assets. Each unit receives an equal
share of income and principal distributions.
With Defined Asset Funds you know in advance what you are investing in and that
changes in the portfolio are limited. Most defined bond funds pay interest
monthly and repay principal as bonds are called, redeemed, sold or as they
mature. Defined equity funds offer preselected stock portfolios with defined
termination dates.
Your financial advisor can help you select a Defined Fund to meet your personal
investment objectives. Our size and market presence enable us to offer a wide
variety of investments. Defined Funds are available in the following types of
securities: municipal bonds, corporate bonds, government bonds, utility stocks,
growth stocks, even international securities denominated in foreign currencies.
Termination dates are as short as one year or as long as 30 years. Special funds
are available for investors seeking extra features: insured funds, double and
triple tax-free funds, and funds with 'laddered maturities' to help protect
against rising interest rates. Defined Funds are offered by prospectus only.
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CONTENTS
Investment Summary.......................................... A-3
Accountants' Opinion Relating to the Fund................... D-1
Statement of Condition...................................... D-2
Portfolio................................................... D-6
A-2
<PAGE>
DEFINED ASSET FUNDS--CORPORATE INCOME FUND, CASH OR ACCRETION BOND SERIES--5
INVESTMENT SUMMARY
AS OF MAY 31, 1994, THE EVALUATION DATE
PRINCIPAL AMOUNT OF SECURITIES(a)........................$ 3,281,522
NUMBER OF UNITS.......................................... 8,925,255
FACE AMOUNT OF SECURITIES PER UNIT (TIMES 1,000).........$ 367.66
FRACTIONAL UNDIVIDED INTEREST IN FUND REPRESENTED BY EACH
UNIT................................................... 1/8,925,255th
PUBLIC OFFERING PRICE PER 1,000 UNITS(b)
Aggregate bid side evaluation of Securities.........$ 3,348,753
--------------------
Divided by Number of Units (times 1,000)............$ 375.20
Plus sales charge of 3.50% of Public Offering Price
(3.626% of net amount invested) 13.60
--------------------
Public Offering Price per 1,000 Units...............$ 388.80
(plus cash
adjustments and
accrued interest)(c)
SPONSORS' REPURCHASE PRICE AND REDEMPTION PRICE PER 1,000
UNITS..................................................$ 375.20
(aggregate bid side evaluation of Securities) ($13.60 (plus cash
less than Public Offering Price per 1,000 Units) adjustments and
accrued interest)(c)
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................ 10.095%
Less estimated annual expenses per 1,000 Units
($4.15) expressed as a percentage................. 1.126%
--------------------
Estimated net annual interest rate per 1,000
Units............................................. 8.967%
--------------------
--------------------
RECORD DAY FOR UNIT ACCRETION DISTRIBUTION
June 1st and December 1st of each year until the last Payment Commencement
Date.
RECORD DAY FOR PRINCIPAL AND INTEREST
DISTRIBUTIONS
The 10th day of each month after the first Payment Commencement Date.
UNIT ACCRETION DISTRIBUTIONS(d)
June 10th and December 10th of each year until the last Payment Commencement
Date.
PRINCIPAL AND INTEREST DISTRIBUTIONS
The 25th of each month after receipt of payments on any Compound Interest
Bond.
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(e)
$4.15 per 1,000 Units (see Expenses and Charges in Part B).
PORTFOLIO SUPERVISION FEE(f)
Maximum of $0.35 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 10% of the original Principal
Amount of Fund Securities on the date of their deposit.
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(a)On the initial date of Deposit (January 31, 1986) the Principal Amount
of Securities in the Fund was $20,111,312. Cost of Securities is set
forth under Portfolio.
(b)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.
(c)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).
(d)Until principal and interest payments on all other classes of bonds of
an issue are completed, interest accruing on the Compound Interest
Bonds is accrued but not paid. After any payment commencement date,
interest and principal on that Bond will be paid in cash and the
number of new Units created will be reduced correspondingly. Payments
have commenced on all of the Compound Interest Bonds.
(e)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.
(f)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--5
INVESTMENT SUMMARY AS OF THE EVALUATION DATE (CONTINUED)
NUMBER OF ISSUES IN PORTFOLIO............................... 4
RANGE OF MATURITIES.................................................2015-2016
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(c) OF COMPOUND INTEREST BONDS:
Guaranteed Mortgage Corporation II 59%
M.D.C. Corporation Series B............................ 30%
STANDARD & POOR'S CORPORATION
RATING ON UNITS OF THE FUND(a) ........................................ AAA
PERCENT OF ACCRETED PRINCIPAL AMOUNT OF PORTFOLIO COMPRISED
OF:(b)
GNMA-COLLATERALIZED BONDS:
9.75% Compound Interest Bond (stated maturity
4/01/2016)............................................. 45%
10.30% Compound Interest Bond (stated maturity
3/01/2016)........................................... 30%
11.00% Compound Interest Bond (stated maturity
12/01/2015).......................................... 13%
REDUCED REINVESTMENT AND PREPAYMENT RISK--Interest accrues on the
Compound-Interest Bonds but is not paid until their respective Payment
Commencement Dates. After this period, interest and principal are paid
semi-annually to the Fund and distributed monthly to Holders. During the
compounding period, interest continues to accrue at the original rate so that
reinvestment risk is substantially eliminated for Holders who do not elect
automatic liquidation. In that respect, during their compounding period, the
Bonds resemble a zero coupon instrument. Prepayments on the collateral go to pay
the 'fast pay' classes before the Compound Interest Bonds begin to amortize.
Moreover, for Units purchased at a Public Offering Price below the current
principal amount of the Compound Interest Bonds, prepayments on the collateral
increase the actual return on Units.
- ------------------------------
(a) See Description of Ratings in Part B.
(b) See Risk Factors--Cash or Accretion Bond Series, Select Series and
GNMA-Collateralized Bond Series in Part B.
(c) 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 - 5
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Co-Trustees and Holders
of Defined Asset Funds - Corporate Income Fund,
Cash or Accretion Bond Series - 5:
We have audited the accompanying statement of condition of Defined Asset
Funds - Corporate Income Fund, Cash or Accretion Bond Series - 5, including the
portfolio, as of May 31, 1994 and the related statements of operations and of
changes in net assets for the years ended May 31, 1994, 1993 and 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
May 31, 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 - 5 at May 31, 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 LLP
New York, N.Y.
July 21, 1994
D-1
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 5
<TABLE>
STATEMENT OF CONDITION
AS OF MAY 31, 1994
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities -
at value (adjusted cost $3,262,845) (Note 1) $3,348,753
Accrued interest receivable 67,584
Cash 75,462
Total trust property 3,491,799
LESS LIABILITY - Accrued expenses 11,024
NET ASSETS, REPRESENTED BY:
8,925,255 units of fractional undivided interest
outstanding (Note 3) $3,348,757
Undistributed net investment income 132,018 $3,480,775
UNIT VALUE ($3,480,775/ 8,925,255 units) $.38999
</TABLE>
See Notes to Financial Statements.
D-2
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 5
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years Ended May 31,
1994 1993 1992
<S> <C> <C> <C>
INVESTMENT INCOME:
Accretion on collateralized bonds $ 38,042 $378,700 $1,057,207
Interest income 396,605 489,806 113,076
Co-Trustees' fees and expenses (30,691) (47,285) (26,582)
Sponsors' fees (5,051) (11,432) (4,935)
Net investment income 398,905 809,789 1,138,766
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Realized gain (loss) on securities sold or
redeemed (137,627) 3,795 6,163
Unrealized appreciation (depreciation) of
investments (37,720) 28,775 202,144
Net realized and unrealized gain (loss) on
investments (175,347) 32,570 208,307
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $223,558 $842,359 $1,347,073
</TABLE>
See Notes to Financial Statements.
D-3
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 5
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Years Ended May 31,
1994 1993 1992
<S> <C> <C> <C>
OPERATIONS:
Net investment income $ 398,905 $ 809,789 $ 1,138,766
Realized gain (loss) on securities sold or
redeemed (137,627) 3,795 6,163
Unrealized appreciation (depreciation) of
investments (37,720) 28,775 202,144
Net increase in net assets resulting from
operations 223,558 842,359 1,347,073
DISTRIBUTIONS TO HOLDERS (Note 2):
Income (318,118) (433,745) (50,398)
Principal (2,443,263) (3,295,879) (194,861)
Total distributions (2,761,381) (3,729,624) (245,259)
CAPITAL SHARE TRANSACTIONS:
Issuance of 189,615, 607,392 and 1,143,755
additional units, respectively (Note 1)
Redemptions of 416,000, 2,940,000 and 995
units, respectively (284,194) (2,828,806) (1,025,267)
NET INCREASE (DECREASE) IN NET ASSETS (2,822,017) (5,716,071) 76,547
NET ASSETS AT BEGINNING OF YEAR 6,302,792 12,018,863 11,942,316
NET ASSETS AT END OF YEAR $3,480,775 $ 6,302,792 $12,018,863
PER UNIT:
Income distributions during year $.03323 $.04344 $.00434
Principal distributions during year $.18172 $.34076 $.01684
Net asset value at end of year $.38999 $.68871 $1.04655
TRUST UNITS OUTSTANDING AT END OF YEAR 8,925,255 9,151,640 11,484,248
</TABLE>
See Notes to Financial Statements.
D-4
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 5
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) Accrued interest is added to the principal and cost of the
collateralized bonds in accordance with their terms. On June 15 and
December 15 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 the collateralized bonds in accordance with the terms of
such bonds. Monthly distributions are made to Holders as payments of
principal and interest are received on such bonds. Proceeds from the sale
of investment securities in excess of the amount needed for redemption of
units are distributed periodically. For additional information, see
"Special Considerations - Cash or Accretion Bond Series, Select Series,
GNMA-Collateralized Bond Series" in this Prospectus, Part B.
3. NET CAPITAL
Cost of 8,925,255 units outstanding $8,925,255
Redemptions of units - net cost of 22,383,868 units redeemed
less redemption amounts 1,035,848
Realized loss on securities sold (618,553)
Principal distributions (6,079,701)
Net unrealized appreciation of investments 85,908
Net capital applicable to Holders $3,348,757
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 May 31, 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 - 5
PORTFOLIO
AS OF MAY 31, 1994
<TABLE>
<CAPTION>
Estimated
Optional Optional Payment
Portfolio No. and Title of Rating of Accreted Interest Call Call Commencement Adjusted
Securities Issues(1) Principal(2) Maturities Rate Date(3) Percentage(3) Date(4) Cost(2) Value(2)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Guaranteed Mortgage Corporation AAA $1,486,279 4/01/16 9.750% 2/01/96100% $1,409,694 $1,475,707
II, GNMA - Collateralized
Mortgage Bnds., Series Q,
Class Q-4
2 Guaranteed Mortgage Corporation AAA 440,040 12/01/15 11.000 10/01/95100 484,230 436,850
II, GNMA-Collateralized
Mortgage Bnds., Series R,
Class R-4
3 M.D.C. Corporation Series B, AAA 980,203 3/01/16 10.300 3/01/01100 974,233 972,726
Class B-4
4 U.S. Treasury Bnds. 9.875% 375,000 11/15/15 9.875 - 394,688 463,470
TOTAL $3,281,522 $3,262,845 $3,348,753
</TABLE>
See Notes to Portfolio.
D-6
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 5
NOTES TO PORTFOLIO
AS OF MAY 31, 1994
(1) A description of the rating symbols and their meanings appears under
"Description of Ratings" in this Prospectus, Part B. "NR", if applicable,
indicates that this security is not currently rated by any of the major
rating services.
(2) See Notes to Financial Statements.
(3) The collateralized 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 collateralized bonds of
such series declines to a stated percentage of the aggregate outstanding
principal amount of such collateralized bonds on their original issue date.
Furthermore, principal on the collateralized bonds may be prepaid to the
extent that principal on the mortgages underlying the GNMA or FNMA
Certificates are prepaid. See "Life of the Bonds and of the Fund" in this
Prospectus, Part B.
D-7
<PAGE>
DEFINED
ASSET FUNDSSM
SPONSORS: CORPORATE INCOME FUND
Merrill Lynch, Cash or Accretion Bond Series--5
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 LLP
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
11704--9/94
<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--5
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
DEFINED ASSET FUNDS--CORPORATE INCOME FUND, CASH OR ACCRETION BOND SERIES--5 (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 24TH DAY OF AUGUST, 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
and 33-51607
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 Prudential Securities have been filed
Incorporated: under Form SE and
the following 1933
Act File Number:
33-41631
ARTHUR H. BURTON, JR.
JAMES T. GAHAN
ALAN D. HOGAN
HOWARD A. KNIGHT
LELAND B. PATON
HARDWICK SIMMONS
By
WILLIAM W. HUESTIS
(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 Board of Directors of Smith Barney Inc.: have been filed
under the 1933 Act
File Number:
33-49753 and
33-51607
STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
JAMES DIMON
ROBERT DRUSKIN
ROBERT F. GREENHILL
JEFFREY LANE
JACK L. RIVKIN
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 Powers of Attorney have been filed
a majority of under Form SE and the following 1933
the Board of Directors of Dean Witter Act File Number: 33-17085
Reynolds Inc.:
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 Powers of Attorney have been filed
a majority of under
the Executive Committee of the Board the following 1933 Act File
of Directors of PaineWebber Number: 33-55073
Incorporated:
PAUL B. GUENTHER
DONALD B. MARRON
JOSEPH J. GRANO, JR.
LEE FENSTERSTOCK
By
ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-7
<PAGE>
Exhibit 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Co-Trusteess of
of Defined Asset Funds--Corporate Income Fund--Cash or Accretion Bond Series--5
We consent to the use in this Post-Effective Amendment No. 8 to Registration
Statement No. 33-01237 of our opinion dated July 21, 1994 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading 'Auditors' in such Prospectus.
DELOITTE & TOUCHE LLP
New York, N.Y.
August 24, 1994
<PAGE>
EXHIBIT 4.1
INTERACTIVE DATA
14 WALL STREET
NEW YORK, NEW YORK 10005
(212) 306-6596
FAX 212-306-6545
August 24, 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 Bond Series--5
(A Unit Investment Trust) Units of Fractional Undivided Interest-Registered
Under the Securities Act of 1933, File No. 33-01237)
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 RATINGS GROUP
MUNICIPAL FINANCE DEPARTMENT
25 BROADWAY
NEW YORK, NEW YORK 10004-1064
TELEPHONE 212/208-1366
Richard P. Larkin
Managing Director
August 24, 1994
Mr. Michael Perini
First 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 ACCRETION BOND SERIES--5 (SEC Reg. Pound33-01237)
Dear Mr. Perini:
It is our understanding that you have filed with the Securities and
Exchange Commission an Eighth Post Effective Amendment on the above captioned
fund, SEC file number 33-01237.
Because the portfolio is composed soley of United States Treasury
Obligations and collateralized mortgage obligations that are rated 'AAA' by
Standard & Poor's Ratings Group and are collateralized by GNMA pass-through
certificates, we reaffirm assignment of an 'AAA' rating to the units of the
fund.
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 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
August 24, 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-1 751575 2-92891 811-2295
DEFINED ASSET FUNDS-CIF CABS-5 780405 33-01237 811-2295
DEFINED ASSET FUNDS-CIF CABS-11 782396 33-10815 811-2295
DEFINED ASSET FUNDS- GNMA SERIES 1V DAF 892634 33-49091 811-2810
DEFINED ASSET FUNDS-MITF IS-179 803849 33-47338 811-1777
DEFINED ASSET FUNDS-IBF MCS-25 782339 33-44972 811-2843
DEFINED ASSET FUNDS-IBF MCS-27 892633 33-49099 811-2843
DEFINED ASSET FUNDS-MITF PUT-8 757838 2-94586 811-1777
DEFINED ASSET FUNDS-MITF ITS-192 868097 33-47647 811-1777
DEFINED ASSET FUNDS-MITF ITS-207 868114 33-49567 811-1777
DEFINED ASSET FUNDS-MITF ITS-208 868115 33-49609 811-1777
DEFINED ASSET FUNDS-MITF MPS-250 707368 2-79624 811-1777
DEFINED ASSET FUNDS-MITF MPS-302 730759 2-87282 811-1777
DEFINED ASSET FUNDS-MITF MPS-341 757560 2-94463 811-1777
DEFINED ASSET FUNDS-MITF MPS-383 780699 33-02706 811-1777
DEFINED ASSET FUNDS-MITF MPS-384 780705 33-02812 811-1777
DEFINED ASSET FUNDS-MITF MPS-419 780802 33-11199 811-1777
DEFINED ASSET FUNDS-MITF MPS-420 780804 33-11284 811-1777
DEFINED ASSET FUNDS-MITF MPS-421 780808 33-11565 811-1777
DEFINED ASSET FUNDS-MITF MPS-452 781150 33-20046 811-1777
DEFINED ASSET FUNDS-MITF MPS-453 781154 33-20170 811-1777
DEFINED ASSET FUNDS-MITF MPS-454 781156 33-20356 811-1777
DEFINED ASSET FUNDS-MITF MPS-482 803686 33-27175 811-1777
DEFINED ASSET FUNDS-MITF MPS-483 803689 33-27515 811-1777
DEFINED ASSET FUNDS-MITF MPS-484 803690 33-27697 811-1777
DEFINED ASSET FUNDS- MPS-528 DAF 892746 33-49473 811-1777
DEFINED ASSET FUNDS-MITF MSS 4E 780522 33-20354 811-1777
DEFINED ASSET FUNDS-MITF MSS 4F 780523 33-20511 811-1777
DEFINED ASSET FUNDS-MITF MSS 5T 836087 33-27517 811-1777
DEFINED ASSET FUNDS-MITF MSS 5U 836088 33-27085 811-1777
DEFINED ASSET FUNDS-MITF MSS 5V 836089 33-27905 811-1777
DEFINED ASSET FUNDS-MITF MSS 7D 847207 33-35112 811-1777
DEFINED ASSET FUNDS-MITF NJS-2 760743 2-95312 811-1777
TOTAL: 33 FUNDS
</TABLE>
