AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 2000
REGISTRATION NO. 33-44741
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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--
EQUITY INVESTOR FUND
UTILITY COMMON STOCK SERIES--15
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
SALOMON SMITH BARNEY INC.
PRUDENTIAL SECURITIES INCORPORATED
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
<TABLE>
<S> <C> <C>
MERRILL LYNCH, PIERCE, SALOMON SMITH BARNEY INC.
FENNER & SMITH 388 GREENWICH STREET--23RD FLOOR
INCORPORATED NEW YORK, NY 10013
DEFINED ASSET FUNDS
POST OFFICE BOX 9051
PRINCETON, NJ 08543-9051
</TABLE>
<TABLE>
<S> <C> <C>
PRUDENTIAL SECURITIES PAINEWEBBER INCORPORATED DEAN WITTER REYNOLDS INC.
INCORPORATED 1285 AVENUE OF THE TWO WORLD TRADE
ONE NEW YORK PLAZA AMERICAS CENTER--59TH FLOOR
NEW YORK, NY 10292 NEW YORK, NY 10019 NEW YORK, NY 10048
</TABLE>
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
<TABLE>
<CAPTION>
<S> <C> <C>
TERESA KONCICK, ESQ. ROBERT E. HOLLEY MICHAEL KOCHMANN
P.O. BOX 9051 1200 HARBOR BLVD. 388 GREENWICH ST.
PRINCETON, NJ 08543-9051 WEEHAWKEN, NJ 07087 NEW YORK, NY 10013
COPIES TO:
PIERRE DE SAINT PHALLE,
LEE B. SPENCER, JR. ESQ. DOUGLAS LOWE, ESQ.
ONE NEW YORK PLAZA 450 LEXINGTON AVENUE DEAN WITTER REYNOLDS INC.
NEW YORK, NY 10292 NEW YORK, NY 10017 TWO WORLD TRADE
CENTER--59TH FLOOR
NEW YORK, NY 10048
</TABLE>
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 March 28, 2000.
Check box if it is proposed that this filing will become effective on August 25,
2000 pursuant to paragraph (b) of Rule 485. /X/
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<PAGE>
DEFINED ASSET FUNDS-REGISTERED TRADEMARK-
----------------------------------------------------
EQUITY INVESTOR FUND
UTILITY COMMON STOCK SERIES--15
(A UNIT INVESTMENT TRUST)
- MONTHLY INCOME
- PROFESSIONAL SELECTION
- DIVIDEND REINVESTMENT OPTION
SPONSORS:
MERRILL LYNCH,
PIERCE, FENNER & SMITH
INCORPORATED -----------------------------------------------------
SALOMON SMITH BARNEY INC. The Securities and Exchange Commission has not
PRUDENTIAL SECURITIES approved or disapproved these Securities or passed
INCORPORATED upon the adequacy of this prospectus. Any
PAINEWEBBER INCORPORATED representation to the contrary is a criminal offense.
DEAN WITTER REYNOLDS INC. Prospectus dated August 25, 2000.
<PAGE>
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Defined Asset Funds-Registered Trademark-
Defined Asset Funds-Registered Trademark- is America's oldest and largest family
of unit investment trusts, with over $160 billion sponsored over the last 28
years. Defined Asset Funds has been a leader in unit investment trust research
and product innovation. Our family of Funds helps investors work toward their
financial goals with a full range of quality investments, including municipal,
corporate and government bond portfolios, as well as domestic and international
equity portfolios.
Defined Asset Funds offer a number of advantages:
- A disciplined strategy of buying and holding with a long-term view is the
cornerstone of Defined Asset Funds.
- Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
funds are not managed and portfolio changes are limited.
- Defined Portfolios: We choose the stocks or bonds in advance, so you know
what you're investing in.
- Professional research: Our dedicated research team seeks out stocks or
bonds appropriate for a particular fund's objectives.
- Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, risk tolerance or time horizon, there's
probably a Defined Asset Fund that suits your investment style. Your financial
professional can help you select a Defined Asset Fund that works best for your
investment portfolio.
THE FINANCIAL INFORMATION ON THIS PROSPECTUS IS AS OF THE EVALUATION DATE, MAY
31, 2000.
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk/Return Summary............................... 3
What You Can Expect From Your Investment.......... 5
Income.......................................... 5
Records and Reports............................. 5
The Risks You Face................................ 5
Concentration Risk.............................. 5
Litigation and Legislation Risks................ 5
Selling Units..................................... 6
Sponsors' Secondary Market...................... 6
Selling Units to the Trustee.................... 6
How The Fund Works................................ 7
Pricing......................................... 7
Evaluations..................................... 7
Income.......................................... 7
Expenses........................................ 7
Portfolio Changes............................... 8
Fund Termination................................ 8
Certificates.................................... 8
Trust Indenture................................. 8
Legal Opinion................................... 9
Auditors........................................ 9
Sponsors........................................ 9
Trustee......................................... 10
Underwriters' and Sponsors' Profits............. 10
Public Distribution............................. 10
Code of Ethics.................................. 10
Year 2000 Issues................................ 10
Taxes............................................. 11
Supplemental Information.......................... 12
Financial Statements.............................. D-1
</TABLE>
2
<PAGE>
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RISK/RETURN SUMMARY
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
- The objective of this Defined Fund is current income by investing in a
diversified portfolio of common stocks in the public utility sector.
- When the Fund was created June 4, 1992 the stocks were considered by the
Sponsors to have potential for increasing future dividends. There is no
assurance that this potential will be realized.
2. WHAT IS THE FUND'S INVESTMENT STRATEGY?
- The Portfolio contains 20 common stocks in the public utility sector
originally selected by the Sponsors for current dividend yields, record of
dividend payments and history of dividend increases.
-- The Fund is designed for investors who want to invest a portion of their
equity portfolio in the public utility sector.
-- Since all of the Portfolio stocks are in the public utility sector, this
Fund is not designed to be a complete equity investment program.
- The Fund plans to hold the stocks in the Portfolio for approximately 17
years. The Fund will terminate by June 30, 2017.
3. WHAT INDUSTRY SECTORS ARE REPRESENTED IN THE PORTFOLIO?
100% of the Portfolio represents the public utility industry.
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN HAPPEN FOR VARIOUS
REASONS, INCLUDING:
- Stock prices can be volatile.
- Dividend rates on the stocks or share prices may decline during the life of
the Fund.
- Because the Portfolio is concentrated in the public utility sector, adverse
developments in this industry may affect the value of your units.
- Because the Portfolio is concentrated in one industry, it is not designed to
be a complete equity investment program.
- The Fund may continue to hold the stocks originally selected even though
their market value or yield may have changed.
5. IS THIS FUND APPROPRIATE FOR YOU?
Yes, if you want current monthly income. You will benefit from a
professionally selected and supervised portfolio. Because this Portfolio
focuses on one industry, it should be considered as a vehicle for investing a
portion of your assets and not as a complete equity investment program.
The Fund is NOT appropriate for you if you are unwilling to take the risk
involved with an equity investment.
6. WHAT ARE THE FUND'S FEES AND EXPENSES?
This table shows the costs and expenses you may pay, directly or indirectly,
when you invest in the Fund.
ESTIMATED ANNUAL OPERATING EXPENSES
<TABLE>
<CAPTION>
AMOUNT
PER 1,000
UNITS
---------
<S> <C>
Trustee's Fee $0.81
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses) $0.35
Other Operating Expenses $0.66
-----
TOTAL $1.82
</TABLE>
The Sponsors historically paid updating expenses.
<TABLE>
<S> <C>
INVESTOR FEES
</TABLE>
You will pay an up-front sales fee of approximately 4.50%. The fee will be
reduced for quantity purchases, as follows:
<TABLE>
<CAPTION>
YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
-------------- ------------
<S> <C>
Less than $250,000 4.50%
$250,000 to $499,999 3.75%
$500,000 to $749,999 2.50%
$750,000 to $999,999 2.00%
$1,000,000 or more 1.50%
</TABLE>
7. IS THE FUND MANAGED?
Unlike a mutual fund, the Fund is not managed and stocks are not sold because
of market changes. The Sponsors monitor the portfolio and may instruct the
Trustee to sell securities under certain limited circumstances.
3
<PAGE>
8. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from the Sponsors.
<TABLE>
<S> <C>
UNIT PRICE PER UNIT $1,042.29
(as of May 31, 2000)
</TABLE>
Unit price is based on the net asset value of the Fund plus the up-front
sales fee.
The Portfolio stocks are valued by the Trustee on the basis of their closing
prices at 4:00 p.m. Eastern time every business day. Unit price changes every
day with changes in the prices of the stocks.
9. HOW DO I SELL UNITS?
You may sell your units at any time to the Sponsors or the Trustee for the
net asset value determined at the close of business on the date of sale, less
the costs of liquidating securities to meet the redemption.
10. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays monthly distributions of any dividend income, net of expenses,
on the 25th of each month, if you own units on the 10th of that month.
Distributions of ordinary income will be dividends for federal income tax
purposes and may be eligible for the dividends-received deduction for
corporations. Distributions to foreign investors will generally be subject to
withholding taxes.
11. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You may choose to reinvest your distributions into additional units of the
Fund. Unless you choose reinvestment, you will receive your income
distributions in cash.
EXCHANGE PRIVILEGES
You may exchange units of this Fund for units of certain other Defined Asset
Funds. You may also exchange into this Fund from certain other funds. We
charge a reduced sales fee on designated exchanges.
4
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
Because the Fund generally pays dividends as they are received, individual
income payments will fluctuate based upon the amount of dividends declared and
paid by each issuer. Other reasons your income may vary are:
- changes to the Portfolio because of sales of securities;
- changes in the Fund's expenses; and
- the amount of dividends declared and paid.
There can be no assurance that any dividends will be declared or paid.
RECORDS AND REPORTS
You will receive:
- a notice from the Trustee if new equity securities are deposited in exchange
or substitution for equity securities originally deposited;
- annual reports on Fund activity; and
- annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE
AMOUNT OF INCOME RECEIVED DURING THE YEAR. PLEASE CONTACT YOUR TAX ADVISOR IN
THIS REGARD.
You may inspect records of Portfolio transactions at the Trustee's office during
regular business hours.
THE RISKS YOU FACE
CONCENTRATION RISK
When stocks in a particular industry make up 25% or more of the Portfolio, it is
said to be "concentrated" in that industry, which makes the Portfolio less
diversified.
Here is what you should know about the Fund's concentration in public utility
stocks:
- dividends on these stocks may depend on rates that the utility companies may
charge, the demand for their services and their operating costs;
- electric utilities face pressure to keep rates low, which may make it
difficult to recover investments in generating plant;
- utilities generally are sensitive to costs and availability of fuel; and
- some electric utilities are subject to the risks of the nuclear industry.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Fund.
The 1990 Clean Air Act limits emissions of sulfur dioxide and nitrogen oxides
and requires emissions and air quality monitoring. Most utilities are compliant
with the 1990 Act. In 1997, the Environmental Protection Agency revised
standards that will probably result in further limitations on small
particulate-related emissions. The EPA's revisions are being challenged in the
courts.
The new standards will have the largest impact on utilities with large
percentages of coal-fired generation. Additionally, several lawsuits have been
filed against coal burning utilities alleging that coal plant capacity upgrades
over the past several years have been improperly been classified as
"maintenance," to avoid environmental upgrades. Adverse decisions from fully
litigated cases could have a material adverse
5
<PAGE>
impact on companies involved. While coal generators are believed to be most
favorably positioned for a competitive market owing to low costs, these
companies may experience a disadvantage--particularly if states do not view
future environmental costs as stranded and include them in transition cost
calculations. With coal accounting for more than half the generation in the
U.S., final expenditures to comply with the latest standards could have a
material impact on the industry.
Future tax legislation could affect the value of the Fund by:
- reducing the dividends-received deduction or
- increasing the corporate tax rate resulting in less money available for
dividend payments.
SELLING UNITS
You can sell your units at any time for a price based on their net asset value.
Your net asset value is calculated each business day by:
- ADDING the value of the Portfolio securities, cash and any other Fund
assets;
- SUBTRACTING accrued but unpaid Fund expenses, unreimbursed Trustee advances,
cash held to buy back units or for distribution to investors, and any other
Fund liabilities; and
- DIVIDING the result by the number of outstanding units.
Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the Portfolio.
SPONSORS' SECONDARY MARKET
While we are not obligated to do so, we will buy back units at net asset value
less any remaining deferred sales fee and the cost of liquidating securities to
meet the redemption. We may resell the units to other buyers or to the Trustee.
We have maintained a secondary market continuously for more than 28 years, but
we could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by contacting your broker, dealer or financial
institution that holds your units in street name. Sometimes, additional
documents are needed such as a trust document, certificate of corporate
authority, certificate of death or appointment as executor, administrator or
guardian.
Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee will sell your units in the over-the-counter market if it
believes it can obtain a higher price. In that case, you will receive the net
proceeds of the sale.
If the Fund does not have cash available to pay you for the units you are
selling we will select securities to be sold. These sales could be made at times
when the securities would
6
<PAGE>
not otherwise be sold and may result in your receiving less than you paid for
your unit and also reduce the size and diversity of the Fund.
There could be a delay in paying you for your units:
- if the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
- if the SEC determines that trading on the New York Stock Exchange is
restricted or that an emergency exists making sale or evaluation of the
securities not reasonably practicable; and
- for any other period permitted by SEC order.
HOW THE FUND WORKS
PRICING
Units are charged an initial sales fee.
EVALUATIONS
The Trustee values the securities on each business day (i.e., any day other than
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
If the securities are listed on a national securities exchange or the Nasdaq
National Market, evaluations are generally based on closing sales prices on that
exchange or that system or, if closing sales prices are not available, at the
mean between the closing bid and offer prices.
INCOME
- The annual income per unit, after deducting estimated annual Fund expenses per
unit, will depend primarily upon the amount of dividends declared and paid by
the issuers of the securities and changes in the expenses of the Fund and, to
a lesser degree, upon the level of sales of securities. There is no assurance
that dividends on the securities will continue at their current levels or be
declared at all.
- Each unit receives an equal share of monthly distributions of dividend income
net of estimated expenses. Because dividends on the securities are not
received at a constant rate throughout the year, any distribution may be more
or less than the amount then credited to the Income Account. The Trustee
credits dividends received to an Income Account and other receipts to a
Capital Account. The Trustee may establish a reserve account by withdrawing
from these accounts amounts it considers appropriate to pay any material
liability. These accounts do not bear interest.
- Subject to the reinvestment plan, your monthly income distribution will be
substantially equal to 1/12 of your share of the estimated annual income, net
of estimated expenses.
EXPENSES
The Trustee is paid a fee monthly. It also benefits when it holds cash for the
Fund in non-interest bearing accounts. The Trustee may also receive additional
amounts:
- for extraordinary services and costs of indemnifying the Trustee and the
Sponsors;
7
<PAGE>
- costs of actions taken to protect the Fund and other legal fees and
expenses;
- expenses for keeping the Fund's registration statement current; and
- Fund termination expenses and any governmental charges.
The Sponsors are currently reimbursed up to 70 CENTS per 1,000 units annually
for providing portfolio supervisory, bookkeeping and administrative services and
for any other expenses properly chargeable to the Fund. Legal, typesetting,
electronic filing and regulatory filing fees and expenses associated with
updating the Fund's registration statement yearly are now chargeable to the
Fund. While this fee may exceed the amount of these costs and expenses
attributable to this Fund, the total of these fees for all Series of Defined
Asset Funds will not exceed the aggregate amount attributable to all of these
Series for any calendar year. Certain of these expenses were previously paid for
by the Sponsors.
The Trustee's and Sponsors' fees may be adjusted for inflation without
investors' approval.
The Sponsors will pay advertising and selling expenses at no charge to the Fund.
If Fund expenses exceed initial estimates, the Fund will owe the excess. The
Trustee has a lien on Fund assets to secure reimbursement of Fund expenses and
may sell securities if cash is not available.
PORTFOLIO CHANGES
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which will affect the size
and composition of the portfolio.
We decide whether to offer units for sale that we acquire in the secondary
market after reviewing:
- diversity of the Portfolio;
- size of the Fund relative to its original size;
- ratio of Fund expenses to income; and
- cost of maintaining a current prospectus.
FUND TERMINATION
When the Fund is about to terminate you will receive a notice, and you will be
unable to sell your units after that time. Unless you choose to receive an
in-kind distribution of securities, we will sell any remaining securities, and
you will receive your final distribution in cash.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling securities. This may reduce the amount you receive as
your final distribution.
CERTIFICATES
Certificates for units are issued on request. You may transfer certificates by
complying with the requirements for redeeming certificates, described above. You
can replace lost or mutilated certificates by deliverying satisfactory indemnity
and paying the associated costs.
TRUST INDENTURE
The Fund is a "unit investment trust" governed by a Trust Indenture, a contract
among the Sponsors and the Trustee, which sets forth their duties and
obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee.
8
<PAGE>
The following summarizes certain provisions of the Indenture.
The Sponsors and the Trustee may amend the Indenture without your consent:
- to cure ambiguities;
- to correct or supplement any defective or inconsistent provision;
- to make any amendment required by any governmental agency; or
- to make other changes determined not to be materially adverse to your best
interest (as determined by the Sponsors).
Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Fund without your written consent.
The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
- it fails to perform its duties and the Sponsors determine that its
replacement is in your best interest; or
- it becomes incapable of acting or bankrupt or its affairs are taken over by
public authorities.
Investors holding 51% of the units may remove the Trustee. The Trustee may
resign or be removed by the Sponsors without the consent of investors. The
resignation or removal of the Trustee becomes effective when a successor accepts
appointment. The Sponsors will try to appoint a successor promptly; however, if
no successor has accepted within 30 days after notice of resignation, the
resigning Trustee may petition a court to appoint a successor.
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
- remove it and appoint a replacement Sponsor;
- liquidate the Fund; or
- continue to act as Trustee without a Sponsor.
Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.
The Trust Indenture contains customary provisions limiting the liability of the
Trustee and the Sponsors.
LEGAL OPINION
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsor, has given an opinion that the units are validly
issued.
AUDITORS
Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statement of Condition included in this
prospectus.
SPONSORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
9
<PAGE>
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
PRUDENTIAL SECURITIES INCORPORATED (an
indirect wholly-owned subsidiary of the
Prudential Insurance Company of America)
One New York Plaza
New York, NY 10292
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
TRUSTEE
The Bank of New York,101 Barclay Street--17W, New York, New York 10268, is the
Trustee. It is supervised by the Federal Deposit Insurance Corporation, the
Board of Governors of the Federal Reserve System and New York State banking
authorities.
UNDERWRITERS' AND SPONSORS' PROFITS
Underwriters receive sales charges when they sell units. Any cash made available
by you to the Sponsors before the settlement date for your units may be used in
the Sponsors' businesses to the extent permitted by federal law and may benefit
the Sponsors.
In maintaining a secondary market, the Sponsors will also realize profits or
sustain losses in the amount of any difference between the prices at which they
buy units and the prices at which they resell or redeem them.
PUBLIC DISTRIBUTION
The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to sell units in any country where
units cannot lawfully be sold.
CODE OF ETHICS
The Fund and the Agent for the Sponsors have each adopted a code of ethics
requiring reporting of personal securities transactions by its employees with
access to information on Portfolio transactions. Subject to certain conditions,
the codes permit employees to invest in Portfolio securities for their own
accounts. The codes are designed to prevent fraud, deception and misconduct
against the Fund and to provide reasonable standards of conduct. These codes are
on file with the Commission and you may obtain a copy by contacting the
Commission at the address listed on the back cover of this prospectus.
YEAR 2000 ISSUES
Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the "Year
2000 Problem"). To date we are not aware of any major operational difficulties
10
<PAGE>
resulting from the computer system changes necessary to prepare for the Year
2000. However, there can be no assurance that the Year 2000 Problem will not
adversely affect the issuers of the securities contained in the Portfolio. We
cannot predict whether any impact will be material to the Fund as a whole.
TAXES
The following summarizes some of the important income tax consequences of
holding Units. It assumes that you are not a dealer, financial institution,
insurance company or other investor with special circumstances or subject to
special rules. You should consult your own tax adviser about your particular
circumstances.
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Fund intends to qualify for special tax treatment as a regulated investment
company so that it will not be subject to federal income tax on the portion of
its taxable income that it distributes to investors in a timely manner.
DISTRIBUTIONS
Distributions to you of the Fund's dividend income and of the Fund's gains from
Securities it has held for one year or less will generally be taxed to you as
ordinary income, to the extent of the Fund's taxable income not attributable to
the Fund's net capital gain. Distributions to you in excess of the Fund's
taxable income will be treated as a return of capital and will reduce your basis
in your Units. To the extent such distributions exceed your basis, they will be
treated as gain from the sale of your Units.
Distributions to you that are treated as ordinary income will constitute
dividends for federal income tax purposes. Corporate investors may be eligible
for the 70% dividends-received deduction with respect to these distributions.
You should consult your tax adviser in this regard.
Distributions to you of the Fund's net capital gain will generally be taxable to
you as long-term capital gain, regardless of how long you have held your Units.
GAIN OR LOSS UPON DISPOSITION
You will generally recognize capital gain or loss when you dispose of your
Units. If you receive Securities upon redemption of your Units, you will
generally recognize capital gain or loss equal to the difference between your
basis in your Units and the fair market value of the Securities received in
redemption.
If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain or loss that you recognize on a disposition of your Units will be
long-term if you have held your Units for more than one year and short-term
otherwise. Because the deductibility of capital losses is subject to
limitations, you may not be able to deduct all of your capital losses. You
should consult your tax adviser in this regard.
YOUR BASIS IN THE SECURITIES
Your aggregate basis in the Units will generally be equal to the cost of your
Units, including the initial sales charge. You should not increase your basis in
your Units by
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<PAGE>
deferred sales charges or organizational expenses.
FOREIGN INVESTORS
If you are a foreign investor and you are not engaged in a U.S. trade or
business, you will generally be subject to withholding tax at a rate of 30% (or
a lower applicable treaty rate) on distributions. You should consult your tax
adviser about the possible application of federal, state and local, and foreign
taxes.
RETIREMENT PLANS
You may wish to purchase units for an Individual Retirement Account ('IRAs') or
other retirement plan. Generally, capital gains and income received in each of
these plans are exempt from federal taxation. All distributions from these types
of plans are generally treated as ordinary income but may, in some cases, be
eligible for tax-deferred rollover treatment. You should consult your attorney
or tax adviser about the specific tax rules relating to these plans. These plans
are offered by brokerage firms, including the Sponsors of this Fund, and other
financial institutions. Fees and charges with respect to such plans may vary.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Fund by calling
the Trustee. The supplemental information includes more detailed risk disclosure
and general information about the structure and operation of the Fund. The
supplemental information is also available from the SEC.
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<PAGE>
DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
UTILITY COMMON STOCK SERIES - 15
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders
of Defined Asset Funds - Equity Investor Fund,
Utility Common Stock Series - 15:
We have audited the accompanying statement of condition of Defined Asset Funds -
Equity Investor Fund, Utility Common Stock Series - 15, including the portfolio,
as of May 31, 2000 and the related statements of operations and of changes in
net assets for the years ended May 31, 2000, 1999 and 1998. These financial
statements are the responsibility of the Trustee. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Securities owned at May 31, 2000, as shown in such portfolio, were
confirmed to us by The Bank of New York, the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Trustee, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Defined Asset Funds - Equity
Investor Fund, Utility Common Stock Series - 15 at May 31, 2000 and the results
of its operations and changes in its net assets for the above-stated years in
accordance with accounting principles generally accepted in the United States of
America.
DELOITTE & TOUCHE LLP
New York, N.Y.
August 8, 2000
D - 1
<PAGE>
DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
UTILITY COMMON STOCK SERIES - 15
STATEMENT OF CONDITION
AS OF MAY 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $84,670,939) (Note 1)................. $90,967,076
Dividends receivable........................... 479,174
Receivable from securities sold or redeemed.... 39,741
______________
Total trust property................. 91,485,991
LESS LIABILITY:
Redemptions Payable............................ $ 114,601
Advance from Trustee........................... 846,819
Accrued Expenses............................... 227,280 1,188,700
____________ ______________
NET ASSETS, REPRESENTED BY:
86,633,647 units of fractional undivided
interest outstanding (Note 3)................ 90,889,257
Excess of income distributions over net
investment income............................ (591,966)
____________
$90,297,291
==============
UNIT VALUE ($90,297,291/86,633,647 units)....... $1.04229
==============
</TABLE>
See Notes to Financial Statements.
D - 2
<PAGE>
DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
UTILITY COMMON STOCK SERIES - 15
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
............Years Ended May 31,...........
2000 1999 1998
INVESTMENT INCOME:
<S> <C> <C> <C>
Dividend income................................. $ 5,895,311 $6,874,909 $ 8,549,788
Trustee's fees and expenses..................... (114,176) (111,153) (92,859)
Sponsors' fees ................................. (64,507) (48,286) (35,159)
__________________________________________
Net investment income........................... 5,716,628 6,715,470 8,421,770
__________________________________________
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Realized gain on securities sold or redeemed.... 2,903,974 6,304,890 1,615,477
Unrealized appreciation (depreciation)
of investments................................ (12,810,732) (6,367,911) 26,813,794
__________________________________________
Net realized and unrealized gain (loss) on
investments................................... (9,906,758) (63,021) 28,429,271
__________________________________________
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS................................. $(4,190,130) $6,652,449 $36,851,041
==========================================
</TABLE>
See Notes to Financial Statements.
D - 3
<PAGE>
DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
UTILITY COMMON STOCK SERIES - 15
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
............Years Ended May 31,..........
<S> 2000 1999 1998
OPERATIONS: <C> <C> <C>
Net investment income........................... $ 5,716,628 $ 6,715,470 $ 8,421,770
Realized gain on securities sold or redeemed.... 2,903,974 6,304,890 1,615,477
Unrealized appreciation (depreciation) of
investments.................................. (12,810,732) (6,367,911) 26,813,794
__________________________________________
Net increase (decrease) in net assets resulting
from operations.............................. (4,190,130) 6,652,449 36,851,041
__________________________________________
DISTRIBUTIONS TO HOLDERS (Note 2):
Income.......................................... (5,702,543) (6,737,263) (8,501,686)
Principal....................................... (4,332,837) (8,618,307) (274,496)
__________________________________________
Total distributions............................. (10,035,380) (15,355,570) (8,776,182)
__________________________________________
CAPITAL SHARE TRANSACTIONS:
Creation of 2,758 units......................... 3,512
Redemptions of 21,164,753, 16,000,770, and
40,317,178 units, respectively............... (21,583,669) (18,949,760) (45,832,292)
__________________________________________
NET DECREASE IN NET ASSETS........................ (35,809,179) (27,652,881) (17,753,921)
NET ASSETS AT BEGINNING OF YEAR................... 126,106,470 153,759,351 171,513,272
__________________________________________
NET ASSETS AT END OF YEAR......................... $ 90,297,291 $126,106,470 $153,759,351
==========================================
PER UNIT:
Income distributions during year................ $.05780 $.05805 $.06002
==========================================
Principal distribution during year.............. $.04832 $.07068 $.00196
==========================================
Net asset value at end of year.................. $1.04229 $1.16984 $1.24201
==========================================
TRUST UNITS OUTSTANDING AT END OF YEAR............ 86,633,647 107,798,400 123,799,170
==========================================
</TABLE>
See Notes to Financial Statements.
D - 4
<PAGE>
DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
UTILITY COMMON STOCK SERIES - 15
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940 as a Unit
Investment Trust. The following is a summary of significant accounting
policies consistently followed by the Fund in the preparation of its
financial statements. The policies are in accordance with accounting
principles generally accepted in the United States of America.
(a) Securities are stated at market value; for securities listed on a
national securities exchange, value is based on the closing sale price
on such exchange and for securities not so listed, value is based on
the over-the-counter market. Gains and losses on sales of securities
are determined using the first-in, first-out cost method.
(b) The Fund is not subject to income taxes. Accordingly, no provision for
such taxes is required.
(c) Dividend income is recorded as earned on the ex-dividend date.
2. DISTRIBUTIONS
A distribution of net investment income is made to Holders each month.
<TABLE>
3. NET CAPITAL
<S> <C>
Cost of 86,633,647 units at Date of Deposit....................................... $94,754,194
Less sales charge................................................................. 4,399,589
_______________
Net amount applicable to Holders.................................................. 90,354,605
Redemptions of units - net cost of 352,177,312 units redeemed less redemption
amounts......................................................................... 10,113,208
Realized loss on securities sold or redeemed...................................... (2,649,053)
Principal distributions........................................................... (13,225,640)
Net unrealized appreciation of investments........................................ 6,296,137
_______________
Net capital applicable to Holders.................................................. $90,889,257
===============
</TABLE>
4. INCOME TAXES
As of May 31, 2000, net unrealized appreciation of investments, based on
cost for Federal income tax purposes, aggregated $6,296,137, of which
$12,655,018 related to appreciated securities and $6,358,881 related to
depreciated securities. The cost of investment securities for Federal
income tax purposes was $84,670,939 at May 31, 2000.
D - 5
<PAGE>
DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
UTILITY COMMON STOCK - 15
PORTFOLIO
AS OF MAY 31, 2000
<TABLE>
<CAPTION>
Current
Annual or
Shares Indicated
Port- of Percentage Dividend
folio Common of Per
No. Description of Security Stock Value Share(2) Cost Value(1)
___ _______________________ ______ _________ _________ ____ ________
<S> <C> <C> <C> <C> <C> <C>
1 Allegheny Energy 75,500 2.568 % 1.7200 $ 2,406,906 $ 2,335,781
2 Alliant Energy Co. 166,300 5.062 2.0000 5,763,560 4,604,431
3 Ameren Corporation 126,500 5.102 2.5400 5,156,500 4,640,969
4 Carolina Power & Light Co. 96,900 3.662 2.0600 3,266,133 3,330,937
5 Constellation Energy 104,800 3.953 1.6800 2,807,241 3,595,950
6 DPL, Inc. 309,775 7.981 0.9400 4,250,907 7,260,352
7 Dominion Resourses, Inc. 104,000 5.230 2.5800 4,770,104 4,758,000
8 Duke Energy Corp. 74,600 4.778 2.2000 3,175,040 4,345,450
9 FPL Group, Inc. 119,000 6.475 2.1600 4,513,530 5,890,500
10 Florida Progress Corporation 115,750 6.314 2.2200 3,856,469 5,744,094
11 GPU Inc. 140,450 4.362 2.1800 3,960,785 3,967,713
12 Ipalco Enterprises, Inc. 328,150 7.170 0.6500 3,980,817 6,521,981
13 LG&E Energy Corporation 217,605 5.666 1.2700 4,292,481 5,154,518
14 New Century Energy 80,450 2.974 2.3200 3,910,494 2,705,131
15 Northern States Power Co. 233,350 5.676 1.4500 5,290,449 5,162,869
16 Southern Co. 128,250 3.657 1.3400 2,379,558 3,326,484
17 Sempra Energy 107,850 2.230 1.0000 2,897,093 2,028,928
18 TECO Energy, Inc. 215,200 5.071 1.3400 5,190,164 4,613,350
19 Wisconsin Public Service Corporation 213,850 7.346 2.0200 7,220,395 6,682,813
20 Wisconsin Energy 203,400 4.723 1.5600 5,582,313 4,296,825
______________ _______________
$84,670,939 $90,967,076
============== ==============
</TABLE>
Notes to Portfolio:
1) See Notes to Financial Statements.
2) Based on the latest quarterly or semi-annual declaration.
D - 6
<PAGE>
Defined
Asset Funds-Registered Trademark-
<TABLE>
<S> <C>
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most UTILITY COMMON STOCK SERIES--15
recent free Information (A Unit Investment Trust)
Supplement that gives more ---------------------------------------
details about the Fund, This Prospectus does not contain
by calling: complete information about the
The Bank of New York investment company filed with the
1-800-221-7771 Securities and Exchange Commission in
Washington, D.C. under the:
- Securities Act of 1933 (file no.
33-44741) and
- Investment Company Act of 1940 (file
no. 811-3044).
TO OBTAIN COPIES AT PRESCRIBED RATES--
WRITE: Public Reference Section of the
Commission
450 Fifth Street, N.W., Washington,
D.C. 20549-6009
CALL: 1-800-SEC-0330.
VISIT: http://www.sec.gov.
---------------------------------------
No person is authorized to give any
information or representations about
this Fund not contained in this
Prospectus or the Information
Supplement, and you should not rely on
any other information.
---------------------------------------
When units of this Fund are no longer
available, this Prospectus may be used
as a preliminary prospectus for a
future series, but some of the
information in this Prospectus will be
changed for that series.
UNITS OF ANY FUTURE SERIES MAY NOT BE
SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
UNTIL THAT SERIES HAS BECOME EFFECTIVE
WITH THE SECURITIES AND EXCHANGE
COMMISSION. NO UNITS CAN BE SOLD IN ANY
STATE WHERE A SALE WOULD BE ILLEGAL.
14232--8/00
</TABLE>
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
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 the Registration Statement of Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The following exhibits:
<TABLE>
<S> <C>
1.1 -- Form of Trust Indenture (incorporated by reference to Exhibit
1.1 to the Registration Statement of Equity Income Fund, Select
S&P Industrial Portfolio 1997 Series A. 1933 Act File No.
33-05683.
1.1.1 -- Form of Standard Terms and Conditions of Trust Effective
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to
the Registration Statement of Municipal Investment Trust Fund,
Multistate Series--48, 1933 Act File No. 33-50247).
1.11.1 -- Merrill Lynch Code of Ethics (incorporated by reference to
Exhibit 1.11.1 to Post-Effective Amendment No. 2 to the
Registration Statement of Equity Participation Series, Low
Five Portfolio, Defined Asset Funds, 1933 Act File No.
333-05685).
1.11.2 -- Equity Investor Fund Code of Ethics (incorporated by reference
to Exhibit 1.11.2 to Post-Effective Amendment No. 2 to the
Registration Statement of Equity Participation Series, Low
Five Portfolio, Defined Asset Funds, 1933 Act File No.
333-05685).
1.2 -- Form of Master Agreement Among Underwriters (incorporated by
reference to Exhibit 1.2 to the Registration Statement of The
Corporate Income Fund, One Hundred Ninety-Fourth Monthly
Payment Series, 1933 Act File No. 2-90925).
3.1 -- Opinion of counsel as to the legality of the securities being
issued including their consent to the use of their names under
the heading "How The Fund Works--Legal Opinion" in the
Prospectus.
5.1 -- Consent of independent accountants.
9.1 -- Information Supplement (incorporated by reference to Exhibit
9.1 to the Registration Statement of Equity Investor Fund, Select
Ten Portfolio 1999 International Series A (United Kingdom
Portfolio), 1933 Act File No. 333-70593).
</TABLE>
R-1
<PAGE>
DEFINED ASSET FUNDS--
EQUITY INVESTOR FUND
UTILITY COMMON STOCK SERIES--15
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
DEFINED ASSET FUNDS, EQUITY INVESTOR FUND, UTILITY COMMON STOCK SERIES--15,
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 16TH DAY OF
AUGUST, 2000.
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 Salomon 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 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 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 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
<TABLE>
<S> <C>
By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Board of Directors of Merrill Form SE and the following 1933 Act
Lynch, Pierce, File
Fenner & Smith Incorporated: Number: 333-70593
</TABLE>
GEORGE A. SCHIEREN
JOHN L. STEFFENS
By JAY M. FIFE
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)
R-3
<PAGE>
SALOMON SMITH BARNEY INC.
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Salomon Smith Barney Inc.: have been filed
under the 1933 Act
File Numbers:
33-49753,
33-55073,
333-10441 and
333-63417
</TABLE>
JAMES DIMON
DERYCK C. MAUGHAN
By GINA LEMON
(As authorized signatory for
Salomon Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-4
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR
<TABLE>
<S> <C>
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 Numbers:
33-41631 and
333-15919
</TABLE>
ROBERT C. GOLDEN
ALAN D. HOGAN
A. LAURENCE NORTON, JR.
LELAND B. PATON
VINCENT T. PICA II
MARTIN PFINSGRAFF
HARDWICK SIMMONS
LEE B. SPENCER, JR.
BRIAN M. STORMS
By RICHARD R. HOFFMANN
(As authorized signatory for Prudential Securities
Incorporated and Attorney-in-fact for the persons
listed above)
R-5
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute Powers of Attorney have been filed
the Board of Directors of PaineWebber under
Incorporated: the following 1933 Act File
Number: 33-55073
</TABLE>
MARGO N. ALEXANDER
TERRY L. ATKINSON
BRIAN M. BAREFOOT
STEVEN P. BAUM
MICHAEL CULP
REGINA A. DOLAN
JOSEPH J. GRANO, JR.
EDWARD M. KERSCHNER
JAMES P. MacGILVRAY
DONALD B. MARRON
ROBERT H. SILVER
MARK B. SUTTON
By ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-6
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR
<TABLE>
<S> <C>
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 Numbers: 33-17085 and
Reynolds Inc.: 333-13039
</TABLE>
RICHARD M. DeMARTINI
ROBERT J. DWYER
CHRISTINE A. EDWARDS
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
MITCHELL M. MERIN
STEPHEN R. MILLER
RICHARD F. POWERS III
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-7
