<PAGE>
Utility Stock Series 4
File No. 33-18915
Investment Company Act No. 811-5065
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:
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
B. Name of Depositor:
DEAN WITTER REYNOLDS INC.
C. Complete address of Depositor's principal executive
office:
DEAN WITTER REYNOLDS INC.
Two World Trade Center
New York, New York 10048
D. Name and complete address of agent for service:
Mr. Michael D. Browne
Dean Witter Reynolds Inc.
Unit Trust Department
Two World Trade Center, 59th Floor
New York, New York 10048
Copy to:
Kenneth W. Orce, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
The Registrant has registered an indefinite number of
Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940,
as amended. On February 27, 1996, the Registrant
filed the Rule 24f-2 Notice for its most recent
fiscal year.
<PAGE>
Check box if it is proposed that this filing should
/x/ become effective immediately upon filing pursuant to
paragraph(b) of Rule 485.
<PAGE>
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
1. a) Name of Trust Front Cover
b) Title of securities issued
2. Name and address of Depositor Table of Contents
3. Name and address of Trustee Table of Contents
4. Name and address of principal Table of Contents
Underwriter
5. Organization of Trust Introduction
6. Execution and termination of Introduction;
Trust Agreement Administration of the
Trust -- Termination
7. Changes of name <F30>
8. Fiscal Year Included in Form N-8B-2
9. Litigation <F30>
II. General Description of the Trust
and Securities of the Trust
10. General Information regarding
Trust's Securities and Rights
of Holders
a) Type of Securities Rights of Unit Holders --
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(Registered or Bearer) Unit Holders
b) Type of Securities Administration of the
(Cumulative or Trust -- Distributions
Distributive)
c) Rights of Holders as to Rights of Unit Holders --
Withdrawal or Redemption Unit Holders; Redemption;
Public Offering of Units-
Secondary Market; Exchange
Option
d) Rights of Holders as to Public Offering of
conversion, transfer, etc. Units -- Secondary Market;
Exchange Option; Redemption;
Rights of Unit Holders-Unit
Holders
e) Lapses or defaults with <F30>
respect to periodic payment
plan certificates
f) Voting rights as to Rights of Unit Holders-
Securities under the Certain Limitations;
Indenture Administration of the Trust --
Amendment; -- Termination
g) Notice to Holders as to
change in:
1) Assets of Trust Administration of the
Trust -- Portfolio
Supervision; The Trust-Summary
Description of the Portfolio
2) Terms and Conditions Administration of the
of Trust's Securities Trust -- Amendment
3) Provisions of Trust Administration of the Trust --
Amendment
4) Identity of Depositor Resignation, removal and
Liability -- Regarding the
Trustee;
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
-- Regarding the Sponsor
and Trustee
h) Consent of Security Holders
required to change:
1) Composition of assets Administration of the
of Trust Trust -- Amendment
2) Terms and conditions Administration of the
of Trust's Securities Trust -- Amendment
3) Provisions of Indenture Administration of the Trust --
Amendment
4) Identity of Depositor <F30>
and Trustee
11. Type of securities comprising The Trust-Summary
units Description of the Portfolio;
- Objectives and Securities
Selection
12. Type of securities comprising <F30>
periodic payment certificates
13. a) Load, fees, expenses, etc. Public Offering of Units --
Public Offering Price; -
Volume Discount; Exchange
Option; Expenses and Charges
b) Certain information <F30>
regarding periodic payment
certificates
c) Certain percentages Public Offering of Units --
Public Offering Price;
-- Profit of Sponsor;
-- Volume Discount; Exchange
Option
d) Certain other fees, etc. Rights of Unit Holders --
payable by holders Unit Holders
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
e) Certain profits receivable Public Offering of Units
by depositor, principal -- Profit of Sponsor
underwriters, trustee or
affiliated persons
f) Ratio of annual charges <F30>
to income
14. Issuance of trust's securities Introduction
15. Receipt and handling of Public Offering of Units-
payments from purchasers Profit of Sponsor
16. Acquisition and disposition Introduction; Administra-
of underlying securities tion of the Trust -- Portfolio
Supervision; The
Trust -- Objectives and
Securities Selection
17. Withdrawal or redemption Redemption; Public Offer-
ing of Units -- Secondary
Market; Exchange Option;
Rights of Unit Holders
18. a) Receipt and disposition Administration of the
of income Trust
b) Reinvestment of The Trust Reinvestment
distributions Program
c) Reserves or special fund Administration of the Trust-
Distributions
d) Schedule of distribution <F30>
19. Records, accounts and report Administration of the Trust;
Resignation, Removal and
Liability
20. Certain miscellaneous Administration of the
provisions of the trust Trust -- Amendment;
agreement -- Termination
-- Resignation, Removal and
Liability
-- Regarding the Trustee;
-- Regarding the Sponsor
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
21. Loans to security holders <F30>
22. Limitations on liability Resignation, Removal and
Liability
23. Bonding arrangements Included on Form N-8B-2
24. Other material provisions of <F30>
trust agreement
III. Organization Personnel and
Affiliated Persons of Depositor
25. Organization of Depositor Miscellaneous -- Sponsor
26. Fees received by Depositor Public Offering of Units-
Profit of Sponsor
27. Business of Depositor Miscellaneous -- Sponsor; and
Included in Form N-8B-2
28. Certain information as to <F30>
officials and affiliated
persons of Depositor
29. Voting securities of Depositor Included in Form N-8B-2
30. Persons controlling Depositor <F30>
31. Payments by Depositor for <F30>
certain other services
32. Payments by Depositor for <F30>
certain other services
rendered to trust
33. Remuneration of employees of <F30>
Depositor for certain services
rendered to trust
34. Remuneration of other <F30>
persons for certain services
rendered to trust
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
IV. Distribution and Redemption of Securities
35. Distribution of trust's Public Offering of Units-
securities by states Public Distribution
36. Suspension of sales of <F30>
trust's securities
37. Revocation of authority to <F30>
distribute
38. a) Method of distribution Public Offering of Units
b) Underwriting agreements
c) Selling agreements
39. a) Organization of principal Miscellaneous -- Sponsor
underwriter
b) N.A.S.D. membership of
principal underwriter
40. Certain fees received by Public Offering of Units-
principal underwriter Profit of Sponsor
41. a) Business of principal Miscellaneous -- Sponsor
underwriter
b) Branch officers of principal <F30>
underwriter
c) Salesman of principal <F30>
underwriter
42. Ownership of trust's securities <F30>
by certain persons
43. Certain brokerage commissions <F30>
received by principal underwriter
44. a) Method of valuation Public Offering of Units
-- Public Offering Price;
-- Secondary Market
b) Schedule as to offering <F30>
price
c) Variation in offering Public Offering of Units-
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
price to certain persons -- Volume Discount; Exchange
Option
45. Suspension of redemption rights <F30>
46. a) Redemption valuation Public Offering of Units-
Secondary Market; Redemption
-- Right of Redemption;
-- Computation of Redemption
Value
b) Schedule as to redemption <F30>
price
47. Maintenance of position in See items 10(d), 44 and
underlying securities 46
V. Information concerning the Trustee or Custodian
48. Organization and regulation Miscellaneous -- Trustee
of Trustee
49. Fees and expenses of Trustee The Trust -- Income and
Distributions; Expenses and
Charges
50. Trustee's lien Expenses and Charges
VI. Information concerning Insurance
of Holders of Securities
51. a) Name and address of <F30>
Insurance Company
b) Type of policies <F30>
c) Type of risks insured and <F30>
excluded
d) Coverage of policies <F30>
e) Beneficiaries of policies <F30>
f) Terms and manner of <F30>
cancellation
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
g) Method of determining <F30>
premiums
h) Amount of aggregate <F30>
premiums paid
i) Who receives any part of <F30>
premiums
j) Other material provisions <F30>
of the Trust relating to
insurance
VII. Policy of Registrant
52. a) Method of selecting and Administration of
eliminating securities the Trust -- Portfolio
from the Trust Supervision; The Trust --
Objectives and Securities
Selection;
- Summary Description of the
Portfolio
b) Elimination of securities <F30>
from the Trust
c) Policy of Trust regarding Administration of the
substitution and Trust -- Portfolio
elimination of securities Supervision; The Trust --
Objectives and Securities
Selection; -- Summary
Description of the Portfolio
d) Description of any Administration of the
fundamental policy of the Trust -- Portfolio
Trust Supervision; the Trust --
Objectives and Securities
Selection;
-- Summary Description of the
Portfolio
53. a) Taxable status of the Tax Status of the Trust
Trust
b) Qualification of the <F30>
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
Trust as regulated
investment company
VIII. Financial and Statistical Information
54. Information regarding the <F30>
Trust's past ten fiscal years
55. Certain information regarding <F30>
periodic payment plan
certificates
56. Certain information regarding <F30>
periodic payment plan
certificates
57. Certain information regarding <F30>
periodic payment plan
certificates
58. Certain information regarding <F30>
periodic payment plan
certificates
59. Financial statements Statement of Financial
(Instruction 1(c) to Form S-6) Condition; Statements of
Operations; Statements of
Changes in Net Assets
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
LOGO
DEAN WITTER
SELECT
EQUITY
TRUST
UTILITY STOCK SERIES 4
(A Unit Investment Trust)
___________________________________________________________________________
This Trust was formed for the purpose of providing current high income
through investment in a fixed portfolio consisting primarily of publicly
traded common stocks, and, to a lesser extent, cumulative preferred stocks,
issued by domestic public utility companies. The value of the Units of the
Trust will fluctuate with the value of the portfolio of underlying
Securities. Minimum Purchase: 1,000 Units.
___________________________________________________________________________
The Initial Public Offering of Units in the Trust has been completed. The
Units offered hereby are issued and outstanding Units which have been
acquired by the Sponsor either by purchase from the Trustee of Units
tendered for redemption or in the Secondary Market.
___________________________________________________________________________
Sponsor: LOGO DEAN WITTER REYNOLDS INC.
___________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________________________________________________________________
Read and retain this Prospectus for future reference.
Units of the Trust are not deposits or obligations of, or guaranteed or
endorsed by, any bank, and the Units are not federally insured by the
Federal Deposit Insurance Corporation, Federal Reserve Board, or any other
agency.
Prospectus dated May 23, 1996
<PAGE>
THIS PROSPECTUS DOES NOT CONTAIN ALL OF THE INFORMATION WITH RESPECT TO THE
INVESTMENT COMPANY SET FORTH IN ITS REGISTRATION STATEMENT AND EXHIBITS
RELATING THERETO WHICH HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WASHINGTON, D.C., UNDER THE SECURITIES ACT OF 1933 AND THE
INVESTMENT COMPANY ACT OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
TABLE OF CONTENTS
Page
Table of Contents........................................... A-1
Summary of Essential Information............................ A-3
Introduction................................................ 1
The Trust................................................... 2
Special Considerations............................... 2
Summary Description of the Portfolio................. 3
Certain Risks Affecting Securities
of Utilities Companies............................. 5
Objectives and Securities Selection.................. 8
Income and Distributions............................. 10
Tax Status of the Trust..................................... 11
Public Offering of Units.................................... 15
Public Offering Price................................ 15
Public Distribution.................................. 16
Secondary Market..................................... 16
Profit of Sponsor.................................... 17
Volume Discount...................................... 17
Exchange Option............................................. 18
The Trust Reinvestment Program.............................. 20
Redemption.................................................. 22
Right of Redemption.................................. 22
Computation of Redemption Value...................... 24
Postponement of Redemption........................... 25
Rights of Unit Holders...................................... 25
Unit Holders......................................... 25
Certain Limitations.................................. 26
Expenses and Charges........................................ 26
Fees................................................. 26
Other Charges........................................ 27
Administration of the Trust................................. 28
Records and Accounts................................. 28
Distributions........................................ 28
Portfolio Supervision................................ 29
Reports to Unit Holders.............................. 31
Amendment............................................ 32
Termination.......................................... 33
A-1
<PAGE>
Page
Resignation, Removal and Liability.......................... 33
Regarding the Trustee................................ 33
Regarding the Sponsor................................ 34
Miscellaneous............................................... 35
Sponsor.............................................. 35
Trustee.............................................. 35
Legal Opinions....................................... 35
Auditors.................................................... 36
Independent Auditors' Report................................ F-1
Sponsor:
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Trustee:
The Chase Manhattan Bank (National Association)
1 Chase Manhattan Plaza
New York, New York 10081
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THIS INVESTMENT COMPANY NOT CONTAINED IN
THIS PROSPECTUS; AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY,
SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH
OFFER IN SUCH STATE.
A-2
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
As of March 31, 1996
Number of Units ......................................................................... 14,138,347
Fractional Undivided Interest in the Trust Represented by Each Unit ..................... 1/14,138,347th
Public Offering Price Per 1,000 Units:
Aggregate Value of Securities in the Trust ........................................... $15,076,525.00
Divided by 14,138,347 Units (times 1,000) ............................................ $ 1,066.36
Plus Sales Charge<F1> of 4.25% of Public Offering Price (4.439% of net amount invested
in Securities) ...................................................................... 47.34
Public Offering Price per 1,000 Units ................................................ 1,113.70
Plus amount per 1,000 Units of Undistributed Principal and Net Investment Income...... 11.46
Total ........................................................................... $ 1,125.16
Sponsor's Repurchase Price per 1,000 Units and Redemption Price per 1,000 Units (based
on the value of the underlying Securities, $47.34 less than the Public Offering Price
per 1,000 Units) plus undistributed principal and net investment income .............. $ 1,077.82
<S> <S>
Evaluation Time ............................. Close of trading on the New York Stock Exchange
(currently 4:00PM New York time).
Monthly Record Dates ........................ The first day of each month.
Monthly Distribution Dates .................. The fifteenth day of each month.
Minimum Capital Distribution Amount ......... No distribution (other than capital gain distribution)
need be made from the Capital Account if the balance
therein is less than $5.00 per 1,000 Units
outstanding.
Mandatory Termination Date .................. January 1, 2013.
Discretionary Liquidation Amount ............ The Trust may be terminated by the Sponsor if the
value of the Portfolio of the Trust at any time
is less than $9,375,027.
Trustee's Fee (including estimated expenses). $2.19 per 1,000 Units.
Sponsor's Annual Portfolio Supervision Fee .. Maximum of $.25 per 1,000 Units.
<F1>Volume purchasers of Units are entitled to a reduced sales charge. See: "Public Offering of Units - Volume
Discount" in this Prospectus.
A-3
</TABLE>
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
(Continued)
THE TRUST -- The Dean Witter Select Equity Trust, Utility Stock
Series 4 (the "Trust") is a unit investment trust composed primarily of
dividend paying publicly traded common and, to a lesser extent, preferred
stocks issued by domestic public utility companies (the "Securities"). The
objective of the Trust is the current receipt of income. The payment of
dividends on the Securities in the Trust is dependent on the amounts made
available by each issuer for distribution and the decisions of its board of
directors. Declaration of dividends will generally depend upon several
factors, including the financial condition of the issuers and general
economic conditions. Therefore, there is no guarantee that the objective
of the Trust will be achieved. Investors should also be aware that as a
result of the Trust's investment in companies whose principal business
activities fit into one sector of the market, an investment in the Trust
can be expected to experience greater fluctuations in value than other
trusts which invest in a broader range of industries and market segments.
Under certain circumstances, the Sponsor may direct the Trustee to reinvest
certain surplus moneys in the Capital Account in additional Securities.
MONTHLY DISTRIBUTIONS -- Monthly distributions of income (but
not capital gains) received by the Trust will be made on or shortly after
the fifteenth day of each month. Alternatively, Unit Holders may elect to
have their monthly distributions reinvested in the Trust Reinvestment
Program (see: "The Trust Reinvestment Program"). Distributions of net
realized capital gains, if any, will be made annually within 30 days of the
end of the Trust's taxable year (see: "Administration of the Trust --
Distributions").
PUBLIC OFFERING PRICE -- The Public Offering Price per 1,000
Units is calculated daily, computed on the basis of the aggregate
evaluation of the underlying Securities next computed after receipt of a
purchase order divided by the number of Units outstanding times 1,000, plus
a sales charge of 4.439% of such evaluation per 1,000 Units (the net amount
invested); this results in a sales charge of 4.25% of the Public Offering
Price. The sales charge is reduced on a graduated scale for sales
involving at least $100,000 (see: "Public Offering of Units -- Volume
Discount").
MARKET FOR UNITS -- The Sponsor, though not obligated to do so,
intends to maintain a market for the Units. If such market is not
maintained, a Unit Holder will be able to dispose of its Units through
redemption at prices based on the aggregate value of the underlying
Securities (see:
A-4
<PAGE>
"Redemption"). Market conditions may cause such prices to be greater or
less than the amount paid for Units.
SPECIAL CONSIDERATIONS -- An investment in Units of the Trust
should be made with an understanding of the risks inherent in an investment
in common stocks, including risks associated with the rights of holders of
common stock to receive payments from issuers; such rights are inferior to
those of creditors and holders of debt obligations or preferred stock.
Additionally, holders of common stock have rights to receive dividends only
when, as and if declared by the issuer's board of directors. Because the
common stocks in the Portfolio have been chosen for their high current
income, it is unlikely that such securities will experience significant
dividend growth during the life of the Trust. Investors should also be
aware that the value of the underlying Securities in the Portfolio may
fluctuate in accordance with changes in the value of common stocks
generally and changes in the value of common stocks of the public utility
industry in particular. The Trust is considered to be concentrated in gas
and electric public utility stocks (100% of the aggregate market value of
the Trust). In addition, the issuers of all of the Securities in the
Portfolio face construction, regulatory, operating and financial risks
associated with the construction and operation of nuclear generating
facilities. (See: "The Trust -- Special Considerations" and "The Trust --
Summary Description of the Portfolio".)
In addition to the risks inherent in the investment in any
trust containing equity securities such as those discussed above, there are
certain risks involved in investing in the Trust due to its concentration
in stocks of one industry. The Trust's concentration in securities of a
single or several industry sectors means that the Trust's performance is
closely related to the specific industry conditions as well as general
market conditions experienced in all sectors of the economy as a whole. As
a result, changes in the economic conditions affecting the selected sectors
will tend to have a greater impact on the value of Units of this Trust than
on Units of trusts which invest in a broader based portfolio of stocks.
These factors may result in a potentially greater return, but may also tend
to make the value of the Units more volatile than other investments. An
increase in market interest rates may result in a decline in value of the
Securities in the Portfolio of the Trust.
SPECIAL CHARACTERISTICS OF THE TRUST -- The Portfolio of the
Trust consists of twenty-one (21) issues of Securities: all twenty-one
(21) of which are common stocks (100% of the aggregate market value of the
Trust on May 1, 1996). All twenty-one issues of Securities were issued by
gas and electric public utilities companies. (See: "The Trust -- Summary
A-5
<PAGE>
Description of the Portfolio" and "Schedule of Portfolio Securities".)
The Trust will be terminated and liquidated on July 1, 2013,
regardless of market conditions at that time.
On May 1, 1996, the aggregate market value of the Securities in
the Trust was $14,188,403.30, including cash.
MINIMUM PURCHASE -- 1,000 Units.
A-6
<PAGE>
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
INTRODUCTION
The Dean Witter Select Equity Trust, Utility Stock Series 4
(the "Trust") was created on June 2, 1988 (the "Date of Deposit"), by
deposit of certain securities (the "Securities") under the laws of the
State of New York pursuant to a Trust Indenture (the "Indenture") and a
Standard Terms and Conditions of Trust (the "Agreement") (collectively, the
"Indenture and Agreement"),* between Dean Witter Reynolds Inc. (the
"Sponsor") and United States Trust Company of New York (the "Trustee").
The Sponsor is a principal operating subsidiary of Dean Witter, Discover &
Co. ("DWDC"), a publicly-held corporation. (See: "Miscellaneous --
Sponsor", herein.) The purpose and objective of the Trust is to provide
current income through investment in a fixed portfolio of Securities (the
"Portfolio") consisting of dividend paying publicly traded common stock and
preferred stock issued by domestic public utility companies. There is no
assurance that this objective will be met because the payment of dividends
is dependent upon the amount each issuer has available for distribution and
the decisions of its board of directors.
The Trust was created simultaneously with the deposit of the
Securities by the Sponsor with the Trustee and the execution of the
Indenture and Agreement. The Trustee then immediately delivered to the
Sponsor certificates of beneficial interest (the "Certificates")
representing the units (the "Units") comprising the entire ownership of the
Trust. Through this Prospectus, the Sponsor is offering the Units for sale
to the public. The holders of Certificates (the "Unit Holders") will have
the right to have their Units redeemed at a price based on the market value
of the Securities (the "Redemption Value") if they cannot be sold in the
over-the-counter market which the Sponsor, although not obligated to,
proposes to maintain.
On March 31, 1996, each Unit represented the fractional
undivided interest in the Securities and net income of the Trust, set forth
under "Summary of Essential Information". Thereafter, if any Units are
redeemed, the amount of Securities in the Portfolio will be reduced, and
the fractional undivided interest represented by each remaining Unit in the
balance of the Trust will be increased. However,
_________________________
* Reference is hereby made to said Indenture and Agreement and any
statements contained herein are qualified in their entirety by the
provisions of said Indenture and Agreement.
<PAGE>
if additional Units are issued by the Trust the aggregate value of the
Securities in the Portfolio will be increased by amounts allocable to such
additional Units and the fractional undivided interest in the balance will
be decreased. In both cases, the actual interest in the Trust represented
by each Unit will remain unchanged. Units will remain outstanding until
redeemed upon tender to the Trustee by any Unit Holder (which may include
the Sponsor) or until the termination of the Trust pursuant to the
Indenture and Agreement.
Additional Units may be issued after the initial Date of
Deposit in respect of additional Securities deposited in the Trust by the
Sponsor and the reinvestment of distributions of the Trust (see: "The
Trust Reinvestment Program"). Because of possible market fluctuations, the
purchase price to the Trust of such additional Securities may differ from
the original purchase price of the Securities in the Portfolio. If such
additional Securities are purchased at a higher price than the Securities
originally deposited, then the amounts includible in the taxable income of
the Trust in proportion to the asset value of the Trust will be reduced for
all Unit Holders, not just the Unit Holders of such additional Units.
Conversely, if such additional Securities are purchased at a lower price
than the Securities originally deposited, then the amounts includible in
the taxable income of the Trust in proportion to the asset value of the
Trust will be increased for all Unit Holders not just the Unit Holders of
such additional Units.
From June 2, 1988 to November 3, 1989, the calculation of the
Public Offering Price and the Redemption Value per Unit was in error. In
addition, in the past, certain Unit Holders may have received distributions
from the Income Account which exceeded the proper amount due them.
However, the Trustee has concluded that neither the error nor the over-
distribution had a material effect on the financial condition of the Trust
or the amount of the Public Offering Price or the Redemption Value per
Unit. It is possible that the Trustee may seek reimbursement from such
Unit Holders in the form of a reduction in the current and future
distributions from the Income Account.
THE TRUST
Special Considerations
An investment in Units of the Trust should be made with an
understanding of the risks which an investment in publicly-traded common
and preferred stock issued by domestic utility companies may entail,
including the risk that the value of the Portfolio and hence of the Units
will decline with decreases in the market value of the Securities. The
Trust will be terminated and liquidated on the Mandatory Termination
-2-
<PAGE>
Date, as set forth under "Summary of Essential Information", and the
Securities will be sold, regardless of market conditions at that time. The
Trust may be terminated earlier under certain conditions (see:
"Administration of the Trust -- Termination").
Summary Description of the Portfolio
As used herein, the terms "Common Stocks" and "Preferred
Stocks" refer to the common stocks and the preferred stocks, respectively,
deposited in the Trust and described under "Schedule of Portfolio
Securities". The term "Securities" refers to the Common Stocks and the
Preferred Stocks and any additional common and preferred stocks
subsequently acquired by the Trust pursuant to the Indenture and Agreement.
An investment in Units of the Trust should be made with an
understanding of the risks inherent in an investment in equity securities,
including risks arising from the fact that holders of common and preferred
stocks have rights to receive payments from the issuers of those stocks
that are generally inferior to those of creditors of, or holders of debt
obligations issued by, such issuers. Furthermore, the rights of holders of
common stocks generally are inferior to the rights of holders of preferred
stocks. Holders of common stocks of the type held in the Portfolio have a
right to receive dividends only when and if, and in the amounts, declared
by the issuer's board of directors and to participate in amounts available
for distribution by the issuer only after all other claims on the issuer
have been paid or provided for. By contrast, holders of preferred stocks
have the right to receive dividends at a fixed rate when and as declared by
the issuer's board of directors, normally on a cumulative basis, but do not
participate in other amounts available for distribution by the issuing
corporation. Cumulative preferred stock dividends must be paid before
common stock dividends, and any cumulative preferred stock dividend omitted
is added to future dividends payable to the holders of such cumulative
preferred stock. Preferred stocks are also entitled to rights on
liquidation which are senior to those of common stocks. For these reasons,
preferred stocks entail less risk than common stocks. However, neither
preferred nor common stocks represent an obligation or liability of the
issuer and therefore do not offer any assurance of income or provide the
degree of protection of capital of debt securities. The issuance of debt
securities (as compared with both preferred and common stock) and preferred
stock (as compared with common stock) will create prior claims for payment
of principal and interest (in the case of debt securities) and dividends
and liquidation preferences (in the case of preferred stock) which could
adversely affect the ability and inclination of the issuer to declare or
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pay dividends on its common stock or the rights of holders of common stock with
respect to assets of the issuer upon liquidation or bankruptcy. Further,
unlike debt securities which typically have a stated principal amount
payable at maturity (which value will be subject to market fluctuations
prior thereto), or preferred stocks which typically have liquidation
preference and which may have stated optional or mandatory redemption
provisions, common stocks have neither a fixed principal amount nor a
maturity date and have values which are subject to market fluctuations for
as long as the common stocks remain outstanding. The value of the
securities in the Portfolio thus may be expected to fluctuate over the
entire life of the Trust. The Sponsor may direct the Trustee to dispose of
securities and purchase substitute securities under certain specified
circumstances (see: "Administration of the Trust -- Portfolio
Supervision"). However, Securities may not be disposed of solely as a
result of normal fluctuations in market value.
Payment and Life of the Preferred Stocks in the Trust. Because
certain of the preferred stocks included in the Portfolio from time to time
may be redeemed or may be sold under certain circumstances described
herein, no assurance can be given that the Trust will retain for any length
of time its present size, composition and return. (See: "Redemption" and
"Administration of the Trust -- Portfolio Supervision".) Many of these
preferred stocks may be subject to redemption prior to their stated final
redemption date pursuant to optional refunding or sinking fund redemption
provisions or otherwise. In general, optional refunding redemption
provisions are more likely to be exercised when the value of a preferred
stock is at a premium over par or stated value than when it is at a
discount from par or stated value. Generally, the value of a preferred
stock will be at a premium over par or stated value when market interest
rates fall below the rate of return on the stocks. Certain preferred
stocks in the Portfolio may be subject to redemption pursuant to sinking
fund provisions early in the life of the Trust. These provisions are
designed to redeem a significant portion of an issue gradually over the
life of the issue; obligations to be redeemed are generally chosen by lot
or redeemed proportionately. The "Schedule of Portfolio Securities"
contains a listing of the sinking fund and optional redemption provisions
with respect to the preferred stocks. The Indenture authorizes, but does
not require, the Sponsor, as part of its administrative function, to
instruct the Trustee to reinvest amounts realized from the redemption of
any preferred stock in substitute Securities (see: "Administration of the
Trust -- Portfolio Supervision").
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Certain Risks Affecting Securities of Utilities Companies
Revenues of issuers in the utilities industry are typically
derived from power generating facilities, and include revenues from the
sale of electricity generated and distributed by power agencies using
hydroelectric, nuclear, fossil fuel or other power sources. Certain
aspects of the operation of such facilities, particularly with regard to
generation and transmission at the wholesale level, are regulated by the
Federal Energy Regulatory Commission ("FERC"); more extensive regulation
(affecting retail rate structures) is provided by state public service
commissions. Special risk considerations include: Restrictions on
operations and increased costs and delays attributable to environmental
statutes and regulations; the difficulties of the utilities in financing or
refinancing large construction programs and of the capital markets in
absorbing utility debt and equity securities; fluctuations in fuel supplies
and costs, and costs associated with conversion to alternate fuel sources;
uncertainties with regard to demand projections due to changing economic
conditions, implementation of energy conservation measures and competitive
cogeneration projects; and other technical and cost factors. Scientific
breakthroughs in fusion energy and superconductive materials could cause
current technologies for the generation and transmission of electricity to
become obsolete during the life of the Securities. Issuers relying upon
hydroelectric generation may encounter contests when applying for periodic
renewal of licenses from FERC to operate dams. Issuers relying upon coal
as a fuel source may be subject to significant costs and operating
restrictions to comply with emission standards which have been adopted to
alleviate the problems associated with acid rain. Issuers relying upon
fossil fuel sources and located in air quality regions designated as
nonattainment areas may become subject to pollution control measures (which
could include abandonment of construction projects in progress, plant
shutdowns or relocation of facilities) ordered pursuant to the Clean Air
Act. In addition, Securities of Utilities Companies are sometimes secured
by payments to be made to state and local joint action power agencies
pursuant to "take or pay" agreements. The inability of an Issuer to pass
on certain of its costs to its customers, whether due to government
regulation, judicial decisions or for other reasons, may have a negative
impact on the financial standing of such Issuer and, therefore, may have a
negative impact on the Securities of such Issuer contained in the Trust.
In addition, the Clean Air Act, affects nearly all electric power
facilities that burn oil or coal. Current and future environmental
legislation, regulations or other governmental actions may increase the
cost of utility service. The Sponsor is unable to predict the ultimate
form that any such future legislation, regulations or other governmental
action may take or the resulting impact on the Securities.
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Some of the issuers of Securities in the Portfolio may own,
operate or participate on a contractual basis with nuclear generating
facilities, which are licensed and regulated by the Nuclear Regulatory
Commission (the "NRC"). Nuclear generating projects have experienced
substantial cost increases, construction delays and licensing difficulties.
Issuers of Securities may incur substantial expenditures as a result of
complying with NRC requirements. Additional considerations include: the
frequency and duration of plant shutdowns and associated costs due to
maintenance or safety considerations; the problems and associated costs
related to the use and disposal of radioactive materials and wastes in
compliance with Federal and local law; the implementation of emergency
evacuation plans for areas surrounding nuclear facilities; and other issues
associated with construction, licensing, regulation, operation and eventual
decommissioning of such facilities. These Securities may be subject to
industry-wide fluctuations in market value as a consequence of market
perception of certain highly publicized events, as in the Washington Public
Power Supply System's defaults on its Project 4 and 5 revenue bonds and the
1988 bankruptcy filing by the Public Service Corporation of New Hampshire.
Federal, state or municipal government authorities, or voters by
initiative, may from time to time impose additional regulations or take
such other governmental action which might cause delays in the licensing,
construction or operation of nuclear power plants, or the suspension or
cessation of operations of facilities which have been or are being financed
by proceeds of certain Securities. Such delays, suspensions or other
action may affect the payments on such Securities.
Gas and Electric Public Utility Industry. The Trust is
considered to be "concentrated" in stocks of the gas and electric public
utility industry. In view of this, an investment in the Trust should be
made with an understanding of the problems inherent in that industry.
Utilities are generally subject to extensive regulation by state utility
commissions which, for example, establish the rates which may be charged
and the appropriate rate of return on an approved asset base, which must be
approved by the state commissions. Certain utilities have had difficulty
from time to time persuading regulators, who are subject to political
pressures, to grant rate increases necessary to maintain an adequate return
on investment and voters in many states have the ability to impose limits
on rate adjustments (for example, by initiative or referendum). Any
unexpected limitations could negatively affect the profitability of
utilities whose budgets are planned far in advance. Also, changes in
certain accounting standards implemented by the Financial Accounting
Standards Board could cause significant write-downs of assets and
reductions in earnings for many investor-owned utilities. Certain of the
issuers of the Securities in the Portfolio may
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own or operate nuclear generating facilities. Governmental authorities may
from time to time review existing, and impose additional, requirements
governing the licensing, construction and operation of nuclear power
plants. In addition, gas pipeline and distribution companies have had
difficulties in adjusting to short and surplus energy supplies, enforcing
or being required to comply with long-term contracts and avoiding
litigation from their customers, on the one hand, or suppliers, on the
other. Other problems include difficulty in financing large construction
programs during inflationary periods, rising costs of transportation to
transport fossil fuels, the uncertainty of transmission service costs,
changes in tax laws which may adversely affect a utility's ability to
operate in a profitable manner, recent reductions in estimates for future
demand for electricity and gas in certain regions, uncertain availability
and increased cost of capital, steady rises in fuel costs and costs
associated with converting to alternate sources of fuel for electric
generation, restrictions on operations and increased costs and delays
attributable to environmental considerations and regulations, difficulty of
raising capital in adequate amounts on reasonable terms in periods of high
inflation and unsettled capital markets, the greatly increased costs and
reduced availability of certain types of fuel, the occasionally reduced
availability and high cost of natural gas for resale, the effects of energy
conservation, the effects of a national energy policy and lengthy delays
and greatly increased costs. Other problems include those associated with
the design, construction, licensing, regulation and operation of nuclear
facilities for electric generation (particularly in the aftermath of the
Three Mile Island incident), such as the problems associated with the use
of radioactive materials and the disposal of radioactive wastes. There are
substantial differences between the regulatory policies and practices of
various jurisdictions, and any given regulatory agency may make major
shifts in policy from time to time. There is no assurance that regulatory
authorities will in the future grant rate increases or that any such
increases will be adequate to permit the payment of dividends on common
stocks. Additionally, existing and possible future regulatory legislation
may make it even more difficult for these utilities to obtain adequate rate
relief. The National Energy Policy Act (the "Act") is expected to have a
significant impact on the electric utility industry. The Act provides
increased access to electric transmission systems by independent power
producers and other suppliers and purchasers of electricity. These changes
are expected to increase competition in the energy supply and generation
business. Such increased competition may result in a reduction in the
income of the issuers of the Securities in the portfolio, the value of such
Securities, such issuers ability to pay dividends and a decline of the
economic viability of such issuers.
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Each of the problems referred to above could adversely affect
the ability and the inclination of public utilities to declare or to pay
dividends and the ability of holders of common stock to realize any value
from the assets of the issuer upon liquidation or bankruptcy. All of the
electric and gas utilities which are issuers of the Securities in the Trust
Portfolio have been experiencing one or more of these problems in varying
degrees. Moreover, price disparities within selected utility groups and
discrepancies in relation to averages and indices have occurred frequently
for reasons not directly related to the general movement of price levels of
utility common stocks. Causes of these disparities and discrepancies
include changes in the overall demand for or supply of various securities
(including the potentially depressing effect of new stock offerings), and
changes in investment objectives, market expectations or cash requirements
of other purchasers and sellers of securities.
The Public Utility Holding Company Act of 1935 (the "1935 Act")
regulates, among other things, certain acquisitions of voting securities of
electric utility companies and gas utility companies by any one who is an
"affiliate" of a public utility company (a person or organized group of
persons that directly or indirectly owns, controls or holds with power to
vote 5% or more of the outstanding voting securities of a public utility
company). In addition, the 1935 Act requires a "holding company" (among
other categories, a company which directly or indirectly owns, controls or
holds with power to vote 10% or more of the outstanding voting securities
of a public utility company or a "holding company") to register as such
with the Securities and Exchange Commission and be otherwise subject to
certain restrictions on the acquisition of securities and other interests
in public utility companies. In order to avoid becoming an "affiliate",
the Dean Witter Select Equity Trust has adopted an investment restriction
that it will not purchase securities of a public utility company if by
reason thereof the Dean Witter Select Equity Trust, including this and all
prior and subsequent series of the Dean Witter Select Equity Trust, would
hold 5% or more of the outstanding voting securities of the issuer.
Nevertheless, if the Dean Witter Select Equity Trust were considered to be
a member of an organized group of persons, the 1935 Act might limit the
Dean Witter Select Equity Trust's acquisitions of the voting securities of
public utility companies by reason of the control by the group of 5% or
more of the voting securities of a public utility company. The Sponsor
believes that even if this and all subsequent series of the Dean Witter
Select Equity Trust are appropriately included in a group, it is unlikely
that the holdings of such group will aggregate as much as 5% of the voting
securities of any public utility company.
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Objectives and Securities Selection
The objective of the Trust is the current receipt of income
through an investment in a fixed diversified portfolio of Securities.
There is, of course, no guarantee that the Trust's objective will be
achieved.
In selecting the Common and Preferred Stocks for deposit in the
Portfolio of the Trust on the Date of Deposit, the following factors, among
others, were considered by the Sponsor: (i) the quality of the Common and
Preferred Stocks (based upon the Sponsor's judgment as to the possible risk
of dividend impairment and as to the potential for dividend growth taking
into account an appraisal relating to the maintenance and growth of
earnings in the light of the past performance of the issuer), (ii) the
yield and price of the Common and Preferred Stocks relative to other public
utility common stocks of comparable quality and (iii) the variety of the
utility stocks in the Portfolio, taking into account the availability in
the market of utility issues which meet the Trust's quality, yield and
price criteria.
The yield and price of utility common stocks of the type
deposited in the Trust are dependent on a variety of factors, including
money market conditions, general conditions of the corporate bond and
equity markets, size of a particular offering and capital structure of the
issuer. Each issuer of Securities has paid a cash dividend on its common
stock continually for several years. However, as discussed above,
continued payment of, or increase or decrease in, dividends is voluntary
and subject to many factors and thus cannot be assured. (See: "Schedule
of Portfolio Securities" for information with respect to the percentage of
the Portfolio represented by each Common and Preferred Stock.) Throughout
the life of the Trust it is expected that these Portfolio percentages will
be maintained as far as practicable (subject to adjustment as stated in
"Administration of the Trust -- Portfolio Supervision"). Therefore, each
Unit will continue to represent a fractional undivided interest in a
portfolio of substantially the same securities subject to such adjustment.
The Trust consists of the Securities listed under "Schedule of
Portfolio Securities", as may continue to be held from time to time in the
Trust, and any additional and substitute Securities acquired and held by
the Trust pursuant to the provisions of the Indenture (including provisions
with respect to the reinvestment of Trust distributions of Unit Holders who
have elected such reinvestment), together with undistributed income
therefrom and undistributed and uninvested cash realized from the
disposition of Securities (see: "Administration of the Trust"). Neither
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the Sponsor nor the Trustee shall be liable in any way for any default, failure
or defect in any of the Securities.
Because certain Securities from time to time may be sold or
their percentage reduced under certain circumstances described herein, no
assurance can be given that the Trust will retain for any length of time
its present size and composition (see: "Administration of the Trust --
Portfolio Supervision"). The Indenture authorizes, but does not require,
the Sponsor, as part of its administrative function, to instruct the
Trustee to reinvest the net proceeds of the sale of Securities in
substitute Securities to the extent that such proceeds are not required for
the redemption of Units.
The Trust is organized as a unit investment trust and not as a
management investment company. Therefore, neither the Trustee nor the
Sponsor has the authority to manage the Trust's assets fully in an attempt
to take advantage of various market conditions to improve the Trust's net
asset value and, further, the Securities in the Portfolio may be disposed
of only under limited circumstances. (See: "Administration of the Trust
- -- Portfolio Supervision".)
Income and Distributions
The net annual income per 1,000 Units is determined by
subtracting from the annual dividend income of the Securities in the Trust
Portfolio the estimated annual expenses (total estimated annual Trustee's,
Sponsor's and administrative fees and expenses) and dividing by the number
of Units outstanding times 1,000. The net annual income per 1,000 Units
will change as the issuers of the Securities change their dividend rate, as
the Securities are sold, as substitute or additional Securities are
purchased, or as the expenses of the Trust change.
There is no assurance that any dividends will be declared or
paid in the future on the Securities currently on deposit or to be
deposited subsequently in the Trust.
Record Dates are the first day of each month and Distribution
Dates are the fifteenth day of each month (or the next business day
thereafter if the fifteenth is not a business day). The monthly
distribution per Unit will be an amount equal to approximately one-twelfth
of the amount of the estimated net annual dividend income per Unit to be
received by the Trust during the ensuing twelve months and will be
distributed on or shortly after each Distribution Date to Unit Holders of
record on the preceding Record Date. Distributions of net realized capital
gain, if any, will be made annually, within 30 days after the end of the
Trust's taxable year. Under certain circumstances, the Trustee may make
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additional distributions in any calendar year in order to avoid the imposition
of Federal or state excise taxes or to continue or otherwise maintain the
Trust's qualification as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended (see: "Tax Status of the
Trust").
Distributions for any Unit Holder of record who has not elected
to participate in the Trust's Reinvestment Program (see: "The Trust
Reinvestment Program") shall automatically be mailed to such holder.
Distributions for the account of beneficial owners of Units registered in
"street name" and held by the Sponsor shall be made to the investment
account of such beneficial owners maintained with the Sponsor. Beneficial
owners who wish to receive distributions on Units directly from the Trustee
must have such Units registered in their own names.
Normally, dividends on the Securities in the Trust are paid on
a quarterly basis. Further, because dividends on the Securities are not
received by the Trust at a constant rate throughout the year, any monthly
distribution made by the Trustee may be more or less than the amount
credited to the Income Account as of the Record Date. In order to
eliminate fluctuations in distributions resulting from such variances, the
Trustee is required by the Indenture to advance such amounts as may be
necessary to provide distributions of approximately equal amounts, subject
to monthly adjustments by the Trustee to reflect dividends actually being
paid. The Trustee will be reimbursed, without interest, for any such
advances from funds available from the Income Account on the next ensuing
Record Date. Funds which are available for future distributions are held
by the Trustee in non-interest-bearing accounts and are therefore available
for use by, and will be of benefit to, the Trustee.
TAX STATUS OF THE TRUST
The following discussion offers only a brief outline of the
federal income tax consequences of investing in the Trust. Investors
should consult their own tax advisors for more detailed information and for
information regarding the impact of state, local or foreign taxes upon such
an investment.
The Trust has elected and intends to continue to qualify to be
taxed as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"). Generally, to qualify as a
regulated investment company for a taxable year the Trust must derive at
least 90% of its income from certain specified sources, including interest,
dividends, gains from the disposition of securities, and other income
derived with respect to its business of investing in securities. In
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addition, the Trust must derive less than 30% of its gross income from the
disposition of securities held for less than three months, must meet certain
diversification criteria regarding Trust investment, and must distribute
annually at least 90% of its investment company taxable income. For any year
in which the Trust qualifies for taxation as a regulated investment company,
(a) the Trust is not taxed on income distributed to its shareholders in the
form of dividends or capital gains distributions and (b) if the Trust is the
record holder of stock on the record date for a dividend payable with respect
to that stock, the dividend must be included in the gross income of the Trust
as determined for federal income tax purposes on the later of (1) the date
the stock became ex-dividend with respect to such dividend or (2) the date
the Trust acquired the stock. If, in any taxable year, the Trust were to
fail to qualify as a regulated investment company under the Code, the Trust
would be taxed for that year in the same manner as an ordinary corporation
and distributions to its shareholders would not be deductible by the Trust
in computing its taxable income. In addition, in the event of a failure to
qualify as a regulated investment company for a taxable year, that year's
Trust distributions, to the extent derived from current or accumulated
earnings and profits, would be taxable to the recipient shareholders as
ordinary income dividends, even if those distributions might otherwise have
been considered distributions of capital gains.
If the Trust fails to distribute in each calendar year at least
(i) 98% of its ordinary income for such calendar year and (ii) 98% of its
capital gain net income (both long-term and short-term) for the 12 months
ended October 31 of such calendar year (or December 31, if the Trust
qualifies to so elect and does so), the Trust will be subject to a 4%
excise tax on undistributed income if income tax on such income has not
been paid by the Trust. In addition, the Trust will be subject to such
excise tax on any portion (not taxed to the Trust) of the respective 2%
balances which are not distributed during the succeeding calendar year.
If the Trust fails to qualify as a regulated investment company
for any year, it must pay out its earnings and profits accumulated in that
year (less the interest charge mentioned below, if applicable) and may be
required to pay an interest charge to the Treasury on 50% of such earnings
and profits before it can again qualify as a regulated investment company.
Generally, distributions paid by the Trust, whether or not
reinvested, are treated as received in the taxable year of the
distribution; however, any amounts designated for distribution by the Trust
with respect to October, November or December of any calendar year as
payable to Unit Holders of record on a specified date in such month and
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which are actually paid during January of the following year, will be treated
as received on December 31 of the preceding year. The Indenture and Agreement
require current distribution to Unit Holders of the entire net income and net
capital gain, if any, of the Trust and cash proceeds of redemptions,
mergers, liquidations of issuers or sales representing recovery of cost (to
the extent that the proceeds of sales or other dispositions are not
reinvested or used to redeem Units) of underlying Securities in the Trust.
In kind receipts of the Trust in mergers and liquidations may be either
retained or sold and the proceeds, if sold, will be either (i) distributed
to Unit Holders or (ii) retained by the Trustee with the proceeds of such
sale credited to the Income and/or Capital Accounts and (unless applied for
purchase of securities pursuant to the Indenture) distributed to Unit
Holders in the manner provided in the Indenture. Securities received in a
liquidation or merger will not be retained if such retention would
jeopardize the characterization of the Trust as a regulated investment
company for Federal income tax purposes.
Distributions to Unit Holders (other than capital gain
distributions) will be taxable as ordinary income to such Unit Holders to
the extent paid from interest, dividends, and net short-term capital gains
includible in the Trust's gross income for the taxable year with respect to
which the distribution is made less the sum of the Trust's allocable
deductible expenses. To the extent that such distributions to a Unit
Holder with respect to any year are not taxable as ordinary income or as
capital gain distributions, the amount of such distributions will be
treated as a return of capital and will reduce the Unit Holder's basis in
his or her Units and, to the extent that they exceed such Unit Holder's
basis, will generally be taxed as a capital gain.
It is anticipated that part of the distributions of the Trust
will be taxable as ordinary income to Unit Holders and that substantially
all of the distributions which are taxable as ordinary income to Unit
Holders will, under present law, constitute dividends for purposes of the
70% deduction allowed to certain corporations with respect to dividends
received, as discussed below. This deduction is allowed to corporations
other than corporations, such as "S" corporations, which are not eligible
for such deduction because of their special characteristics. Dividends
received by corporations are not deductible for purposes of special taxes
such as the accumulated earnings tax and the personal holding company tax.
Under existing law, only the amount of the Trust's dividend
distributions (exclusive of capital gain dividends) that are designated as
dividends by the Trust and which do not exceed the aggregate amount of
dividends received by the Trust will qualify for the 70% dividends-received
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deduction for corporations. Dividends received by the Trust will be considered
dividends for this purpose only if such dividends would qualify for the 70%
dividends-received deduction if such deduction were available to regulated
investment companies.
Individual investors should note that the Code places a floor
of 2% of adjusted gross income on miscellaneous itemized deductions,
including investment expenses. The Code directs the Secretary of the
Treasury to prescribe regulations prohibiting indirect deduction through a
pass-through entity (such as the Trust) of amounts not allowable as a
deduction under this rule if paid or incurred directly by an individual.
Temporary regulations applicable to "nonpublicly offered
regulated investment companies" have been issued. Under these temporary
regulations, in general, (i) specified expenses of the regulated investment
company or, at the election of the regulated investment company, 40% of its
expenses, exclusive of expenses which are specifically excluded from
miscellaneous itemized deductions if incurred by an individual, are
allocated among its shareholders who are "affected investors" (i.e.,
individuals, estates, trusts and pass-through entities having such
shareholders), and (ii) such investors are treated as having received or
accrued dividends in an aggregate amount equal to the investor's share of
such expenses and to have incurred investment expenses in the same
aggregate amount. These computations are made on a calendar year basis and
the allocation of such expenses among affected investors may be done by the
regulated investment company on any reasonable basis (which basis, if
utilizing distributions to affected investors, may exclude some of such
distributions).
The Code provides, however, that the 2% floor rule will not
apply to indirect deductions through a publicly offered regulated
investment company. The term "publicly offered regulated investment
company" is defined as meaning a regulated investment company the shares of
which are "continuously offered" or regularly traded on an established
securities market or "held by or for no fewer than 500 persons at all times
during the taxable year." The Sponsor is unable to state whether or not
the Trust will qualify in the future for treatment as a "publicly offered
regulated investment company."
Gain or loss will be realized by each Unit Holder to the extent
that the proceeds of redemption (or distributions received upon liquidation
of his or her Units) exceed or are less than the Unit Holder's tax cost
basis in the Units which are redeemed (or in respect of which the
liquidating distributions are made). Distributions in kind are taken into
account for this purpose at their fair market value when distributed.
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Distributions of net capital gain (designated as such by the
Trust) will be taxable to Unit Holders as long-term capital gain regardless
of the length of time the Units have been held by a Unit Holder. A
redemption of Units will be a taxable event for a Unit Holder and,
depending on the circumstances, may give rise to gain or loss. Under the
Code, net capital gain (i.e., the excess of net long-term capital gain over
net short-term capital loss) of individuals, estates and trusts is subject
to a maximum nominal tax rate of 28%. Such net capital gain may, however,
result in a disallowance of itemized deductions and/or affect a personal
exemption phase-out.
The Code disallows the dividends-received deduction in full for
corporations with respect to stock, including Trust Units (which are
considered as stock for this purpose), held for 45 days or less (90 days or
less in the case of certain preference stock), exclusive of days on which
the holder's risk of loss is diminished. Sections 246 and 246A of the Code
also contain limitations on the eligibility of dividends for the 70%
dividends-received deduction (in addition to the limitation discussed
above). These limitations may be applicable to dividends received by a
Unit Holder depending on the Unit Holder's individual circumstances.
Accordingly, Unit Holders which are corporations should consult their own
tax advisors in this regard.
Information with respect to the Federal income tax status of
each year's distributions will be supplied to Unit Holders.
The Trust is required to withhold U.S. federal income tax at
the rate of 31% of all taxable distributions payable to holders of Trust
Units who fail to provide the Trust with their correct taxpayer
identification numbers or to make required certifications, or who have been
notified by the Internal Revenue Service that they are subject to backup
withholding. Backup withholding is not an additional tax. Any amounts
withheld may be credited against U.S. federal income tax liability of a
holder of a Trust Unit.
Distributions paid to foreign Unit Holders which do not
constitute income effectively connected with the conduct of a trade or
business within the United States by the distributee will be subject to
United States federal withholding taxes at a 30% rate or a lesser rate
established by treaty unless the distribution is a capital gain dividend.
Foreign Unit Holders should consult their own tax counsel with respect to
United States tax consequences of ownership of Units.
Investors are advised to consult their own tax advisors with
respect to the application to their own
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circumstances of the above-described general taxation rules and with
respect to the state, local or foreign tax consequences to them of an
investment in Trust Units.
Units of the Trust may be suited for purchase by Individual
Retirement Accounts and pension plans, profit sharing and other qualified
retirement plans. Investors considering participation in any such plan
should consult their attorneys or other tax advisors with respect to the
establishment and maintenance of any such plan.
PUBLIC OFFERING OF UNITS
Public Offering Price
The Public Offering Price of the Units is computed by adding to
the aggregate market value of the Portfolio Securities (as determined by
the Trustee) next computed after receipt of a purchase order, divided by
the number of Units outstanding, the sales charge shown in "Summary of
Essential Information". The Public Offering Price per Unit is calculated
to five decimal places and rounded up or down to three decimal places. A
proportionate share of the amount in the Income Account (other than money
required to be distributed to Unit Holders on a Distribution Date and money
required to redeem tendered Units) on the date of delivery of Units to the
purchaser is added to the Public Offering Price. The Public Offering Price
on any particular date will vary in accordance with fluctuations in the
market value of the Securities, the amount of available cash on hand in the
Trust and the amount of certain accrued fees and expenses.
As more fully described in the Indenture, the aggregate market
value of the Securities is determined on each business day by the Trustee
based on closing sale prices on the day the valuation is made or, if there
are no such reported sales, taking into account the same factors referred
to under "Redemption -- Computation of Redemption Value". Determinations
are effective for transactions effected subsequent to the last preceding
determination.
Public Distribution
Units acquired by the Sponsor in the secondary market referred
to below may be offered to the public by this Prospectus at the then
current Public Offering Price determined as provided above.
The Sponsor intends to qualify Units in states selected by the
Sponsor for sale by the Sponsor and from time to time may offer Units for
sale through dealers who are members of the National Association of
Securities Dealers, Inc.
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Secondary Market
While not obligated to do so, it is the Sponsor's present
intention to maintain, at its expense, a secondary market for Units of this
series of the Dean Witter Select Equity Trust and to continuously offer to
repurchase Units from Unit Holders at the Sponsor's Repurchase Price. The
Sponsor's Repurchase Price is computed by adding to the aggregate value of
the Securities in the Trust any cash on hand in the Trust including
dividends receivable on stocks trading ex-dividend (other than money
required to redeem tendered Units and cash deposited by the Sponsor to
purchase Securities or cash held in the Reserve Account) and deducting
therefrom expenses of the Trustee, the Sponsor, counsel and taxes, if any,
and cash held for distribution to Unit Holders of record as of a date on or
prior to the evaluation; and then dividing the resulting sum by the number
of Units outstanding, as of the date of such computation. There is no
refund of the sales charge, nor is any additional sales charge incurred,
when a Unit Holder tenders Units. Any Units repurchased by the Sponsor at
the Sponsor's Repurchase Price may be reoffered to the public by the
Sponsor at the then current Public Offering Price, plus accrued
distribution amounts. Any profit or loss resulting from the resale of such
Units will belong to the Sponsor.
If the supply of Units exceeds demand (or for any other
business reason), the Sponsor may, at any time, occasionally, from time to
time, or permanently, discontinue the repurchase of Units of this series at
the Sponsor's Repurchase Price. In such event, although under no
obligation to do so, the Sponsor may, as a service to Unit Holders, offer
to repurchase Units at the "Redemption Value". Alternatively, Unit Holders
may redeem their Units through the Trustee.
Profit of Sponsor
The Sponsor receives a sales charge on Units sold to the public
and to dealers. Cash, if any, received by the Sponsor from the Unit
Holders prior to the settlement date for purchase of Units or prior to the
payment for Securities upon their delivery may be used in the Sponsor's
business subject to applicable regulations and may be of benefit to the
Sponsor.
The Sponsor may also realize profits (or sustain losses) while
maintaining a secondary market in the Units, in the amount of any
difference between the prices at which the Sponsor buys Units and the
prices at which the Sponsor resells such Units (such prices include a sales
charge) or the prices at which the Sponsor redeems such Units, as the case
may be.
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Volume Discount
Although under no obligation to do so, the Sponsor intends to
permit volume purchasers of Units to purchase Units at a reduced sales
charge. The volume discount is available due to the realization of
economies of scale in sales effort and sales-related expenses involved in
volume purchases. The Sponsor may at any time change the amount by which
the sales charge is reduced, or may discontinue the discount altogether.
The sales charge is 4.25% of the Public Offering Price (4.439%
of the net amount invested). A discount in the sales charge is available
to volume purchasers of Units due to the realization of economies of scale
in sales effort and sales-related expenses in volume purchases. The sales
charge will be reduced pursuant to the following graduated scale for sales
to any person of at least $100,000:
Percent of Public Percent of Net
Aggregate Value of Units Offering Price Amount Invested
Less than $100,000 ................. 4.25% 4.439%
$ 100,000 to $249,999 ............. 4.00% 4.167%
$ 250,000 to $499,999 ............. 3.50% 3.627%
$ 500,000 to $999,999 ............. 3.00% 3.093%
$1,000,000 or more ................. 2.00% 2.041%
The reduced sales charges, as shown above, will be available
only on purchases of Units of this Trust on any one day by the same person,
partnership or corporation (other than a dealer). Concurrent purchases of
units of any other Dean Witter Trust will not be aggregated for purposes of
meeting the volume discount requirement.
Units held in the name of the purchaser's spouse or in the name
of a purchaser's child under the age of 21 are deemed for the purposes
hereof to be registered in the name of the purchaser. The reduced sales
charges are also applicable to a trustee or other fiduciary, including a
partnership or corporation, purchasing Units for a single trust estate or
single fiduciary account.
EXCHANGE OPTION
Unit Holders of any Dean Witter Trust or any holders of units
of any other unit investment trust (collectively, "Holders") may elect to
exchange any or all of their units of each series of the Dean Witter Select
Equity Trust for units of one or more of any series of the Dean Witter
Select Equity Trust or for units of any additional Dean Witter Trusts, that
may from time to time be made available for such exchange by the Sponsor
(the "Exchange Trusts"). Such Units may be
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acquired at prices based on reduced sales charges per Unit. The purpose of
such reduced sales charges is to permit the Sponsor to pass on to the
Holder who wishes to exchange Units the cost savings resulting from such
exchange of Units. The cost savings result from reductions in time and
expense related to advice, financial planning and operational expense
required for the Exchange Option. The following Exchange Trusts are
currently available: the Dean Witter Select Municipal Trust, the Dean
Witter Select Government Trust, the Dean Witter Select Equity Trust, the
Dean Witter Select Investment Trust and the Dean Witter Select Corporate
Trust.
Each Exchange Trust has a different investment objective; a
Holder should read the prospectus for the applicable Exchange Trust
carefully to determine the investment objective prior to exercise of this
option.
This option will be available provided the Sponsor maintains a
secondary market in units of the applicable Exchange Trust and provided
that units of the applicable Exchange Trust are available for sale and are
lawfully qualified for sale in the state in which the Holder is a resident.
While it is the Sponsor's present intention to maintain a secondary market
for the units of all such trusts, there is no obligation on its part to do
so. Therefore, there is no assurance that a market for units will in fact
exist on any given date on which a Holder wishes to sell or exchange Units;
thus, there is no assurance that the Exchange Option will be available to
any Holder. The Sponsor reserves the right to modify, suspend or terminate
this option at any time without further notice to Unit Holders. In the
event the Exchange Option is not available to a Unit Holder at the time
such Unit Holder wishes to exercise it, the Unit Holder will be immediately
notified and no action will be taken with respect to its Units without
further instruction from the Unit Holder.
Exchanges will be effected in whole units only. Any excess
proceeds from the surrender of a Unit Holder's Units will be returned.
Alternatively, Unit Holders will be permitted to make up any difference
between the amount representing the Units being submitted for exchange and
the amount representing the Units being acquired up to the next highest
number of whole Units.
An exchange of Units pursuant to the Exchange Option will
constitute a "taxable event" under the Code, i.e., a Holder will recognize
a gain or loss at the time of exchange. A Unit Holder who exchanges Units
of one Trust for units of another Trust should consult his or her tax
advisor regarding the extent to which such exchange results in the
recognition of a loss for Federal and/or state or local income tax
purposes.
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To exercise the Exchange Option, a Unit Holder should notify
the Sponsor of its desire to use the proceeds from the sale of its Units to
purchase units of one or more of the Exchange Trusts. If units of the
applicable outstanding series of the Exchange Trust are at that time
available for sale, the Holder may select the series or group of series for
which such Units are to be exchanged. The Holder will be provided with a
current prospectus or prospectuses relating to each series in which
interest is indicated.
The exchange transaction will operate in a manner essentially
identical to any secondary market transaction, i.e., Units will be
repurchased at a price equal to the aggregate bid side evaluation per Unit
of the Securities in the Portfolio, plus accrued interest. Units of the
Exchange Trust will be sold to the Unit Holder at a price equal to the
evaluation per unit of the securities in that portfolio, plus accrued
interest and the applicable sales charge of $25 per Unit (or per 1,000
Units in the case of a unit priced at about $1.00) or 2.5% of the Public
Offering Price where the cost per Unit is significantly less than $1.00.
If a Unit Holder has held its Units for less than a five-month period, the
sales charge shall be the greater of (i) $25 or (ii) the difference between
the original sales charge on the Units owned and the sales charge on the
Exchange Trust.
THE TRUST REINVESTMENT PROGRAM
Distributions of income are made to Unit Holders monthly and
distributions of capital gain net income are made annually. The Unit
Holder has the option, however, of either receiving its monthly income and
annual capital gain checks from the Trustee or participating in the
reinvestment program (the "Program"), described briefly below.
Participation in the reinvestment program is conditioned on such Program's
lawful qualification for sale in the state in which the Unit Holder is a
resident. Upon enrollment in the reinvestment program, the Trustee will
direct monthly income distributions and capital and net capital gains
distributions, if any, as described below.
A Unit Holder (including any Unit Holder which is a broker or
nominee of a bank or other financial institution) may indicate to the
Trustee or by notice to the Unit Holder's account executive or sales
representative, that such Unit Holder wishes monthly distributions to be
automatically invested in additional Units of the Trust. The Unit Holder's
completed notice of election to participate in the Program must be received
by the Trustee at least ten days prior to the Record Date applicable to any
distribution in order for the Program to be in effect as to such
distribution. Distributions, to the extent reinvested in the Trust, will
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be used by the Trustee at the direction of the Sponsor to credit additional
Units to each participating Unit Holder's account. Additional Units will
be made available in the following manner: the Trustee will use the
distributions either (1) to purchase existing Units from the Sponsor, to
the extent they are available, or (2) to purchase additional Securities in
proportions sufficient to maintain, as closely as practicable, the
proportionate relationship between the number of shares of each Security in
the Trust immediately prior to the purchase. In the event that contracts
to purchase such additional Securities fail, the Sponsor shall have the
ability to direct the Trustee to purchase substitute Securities from the
list maintained by it with the Trustee. The additional Securities so
purchased will be the basis for the Trustee to issue new Units to Unit
Holders participating in the Program. Purchases made pursuant to the
Program will be at the applicable Public Offering Price for Units of the
Trust, less the sales charge, on (or as soon as possible after) the close
of business on the Distribution Date. Under the Program, the Trust will
pay the distributions to the Trustee which in turn will purchase for the
Unit Holder full Units of the Trust at the price and time indicated above.
Unit Holders participating in the Program who have accounts at Dean Witter
will receive information regarding their participation in the Program
directly from Dean Witter rather than from the Trustee. Those Unit Holders
holding definitive Certificates for Units will receive information
regarding their participation in the Program from the Trustee. Any
Unit Holders who do not currently maintain an account at Dean Witter and
are holding definitive Certificates may contact a local Dean Witter
Reynolds sales office about establishing an account.
The Trustee will issue Certificates for whole Units purchased
through the Program only if the Unit Holder so requests. Certificates will
not be issued for fractional Units under any circumstances. If, after the
maximum number of full Units have been issued or credited at the applicable
price, there remains a portion of the distribution which is not sufficient
to purchase a full Unit at such price, the Trustee shall hold such cash,
without interest, for the benefit of such Unit Holder and shall apply such
cash on the next Distribution Date, along with any distributions then made,
toward the purchase of additional full Units in accordance with the
Program. When Certificates are not issued directly to the Unit Holder,
Dean Witter will credit each Unit Holder's account with the number of Units
purchased with such Unit Holder's reinvested distribution. Each Unit
Holder will receive account statements both annually and after each Program
transaction to provide the Unit Holder with a record of the total number of
Units. Participation in the Program relieves the Unit Holder of
responsibility for safekeeping of Certificates for Units purchased under
the Program, and, should such Unit Holder sell
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such Units, eliminates the need to deliver Certificates. The Unit Holder
may at any time request the Trustee (at the Trust's cost) to issue
Certificates for full Units purchased under the Program. The cost of
administering the Program will be borne by each participant and such cost
will be deducted from such Unit Holder's distribution amount prior to the
purchase of its additional Units.
In the event that, during the period from (and including) a
Record Date to (and including) a Distribution Date, a Unit Holder causes
its entire holdings to be issued in certificate form, or transferred to
another's ownership, the pending distribution, plus any accumulated cash
held by the Trustee pursuant to the Program for the benefit of the Unit
Holder, will be mailed in cash to the Unit Holder on that Distribution
Date. Subsequent distributions will be reinvested in accordance with the
Program, except that if ownership has been transferred, the new holder must
request reinvestment as provided above.
A Unit Holder may elect to terminate participation in the Trust
Reinvestment Program at any time by notifying the Trustee in a written
format acceptable to the Trustee. Should the Trustee be so notified, it
will upon written confirmation commence making monthly income distributions
and annual capital gain distributions by check to such Unit Holder. Both
the Sponsor and the Trustee reserve the right at any time to suspend,
modify or discontinue the offering of the Trust Reinvestment Program, upon
30 days' written notice to all Program participants.
REDEMPTION
Right of Redemption
A Unit Holder who wishes to dispose of Units is advised to
inquire through its broker or bank as to current market prices for Units in
order to determine if there is an over-the-counter price in excess of the
Redemption Value per Unit or Sponsor's Repurchase Price.
On the seventh calendar day following the tender to the Trustee
of Certificates representing Units to be redeemed (or if the seventh
calendar day is not a business day, on the first business day prior
thereto) the Unit Holder will be entitled to receive monies per Unit equal
to the Redemption Price per Unit, as determined as of the Evaluation Time
next following such tender.
During the period in which the Sponsor maintains a secondary
market for Units, the Sponsor may repurchase any Unit presented for tender
to the Trustee for redemption no later
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than the close of business on the second business day following such
presentation.
The Trustee is irrevocably authorized in its discretion, if the
Sponsor does not elect to repurchase any Unit tendered for redemption or if
the Sponsor itself tenders Units for redemption, in lieu of redeeming Units
presented for tender at the Redemption Value, to sell such Units in the
over-the-counter market for the account of a tendering Unit Holder at
prices which will return to the Unit Holder monies, net after brokerage
commissions, transfer taxes and other charges, equal to or in excess of the
Redemption Value for such Units. In the event of any such sale, the
Trustee will pay the net proceeds thereof to the Unit Holder on the day
such Unit Holder would otherwise be entitled to receive payment of the
Redemption Value.
Although more favorable terms may or may not exist in the
secondary market or elsewhere, one or more Units represented by a
Certificate may be redeemed at the Redemption Value upon tender of such
Certificate to the Trustee at its corporate trust office in the City of New
York during business hours on a business day, properly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee (as set forth in the Certificate), and executed by the Unit Holder
or its authorized attorney. A Unit Holder may tender Units for redemption
at any time after the settlement date for purchase, whether or not such
Unit Holder has received a definitive Certificate. The Redemption Value
per Unit is calculated as set forth under "Computation of Redemption
Value", herein. There is no sales charge incurred when a Unit Holder
tenders Units to the Trustee for redemption.
Any amounts to be paid on redemption representing income shall
be withdrawn from the Income Account to the extent funds are available.
All other amounts paid on redemption shall be withdrawn from the Capital
Account. The Trustee is authorized by the Agreement to sell Securities in
order to provide funds for redemption. To the extent Securities are sold,
the size and diversity of the Trust will be reduced. Such sales may be
required at a time when Securities would not otherwise be sold and might
result in lower prices than might otherwise be realized. Moreover, due to
the minimum principal amount in which Securities may be required to be
sold, the proceeds of such sales may exceed the amount necessary for
payment of Units redeemed. Such excess proceeds will be distributed pro
rata to all remaining Unit Holders of record unless reinvested in
substitute Securities as directed by the Sponsor.
Securities to be sold for purposes of redeeming Units will be
selected from a list or by instructions supplied by the
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Sponsor. The Securities to be sold will be selected so as to maintain, as
closely as practicable, the percentage relationship between the number of
shares of each Security in the Trust immediately prior to the sale.
Provision is made under the Indenture for the Sponsor to specify minimum
amounts in which blocks of Securities are to be sold in order to obtain the
best price for the Trust. While such minimum amounts may vary from time to
time in accordance with market conditions, the Sponsor believes that the
minimum amounts which would be specified would be 100 shares for readily
marketable Securities.
Computation of Redemption Value
The Trust Evaluation per Unit is determined as of the
Evaluation Time stated under "Summary of Essential Information", above, and
(a) semiannually, on June 30 and December 31 of each year (or the last
business day prior thereto), (b) on any business day as of the Evaluation
Time next following the tender of any Unit and (c) on any other business
day desired by the Sponsor or the Trustee:
1. by adding:
a) The aggregate value of Securities and Contract
Obligations in the Trust, as determined by the Trustee; and
b) Cash on hand in the Trust, including dividends receivable
on stocks trading ex-dividend other than money deposited to purchase
Contract Obligations or money credited to the Reserve Account; and
then,
2. by deducting from the resulting figure: amounts
representing any applicable taxes or governmental charges payable by the
Trust for the purpose of making an addition to the reserve account (as
defined in the Agreement, the "Reserve Account"), amounts representing
estimated accrued fees and expenses of the Trust (including legal and
auditing expenses), amounts representing unpaid fees of the Trustee, the
Sponsor and counsel and monies held to redeem tendered Units and for
distribution to Unit Holders of record as of the business day prior to the
Evaluation being made on the days or dates set forth above; and then,
3. by dividing the result of the above computation by the
total number of Units outstanding on the date of such Evaluation. The
resulting figure equals the Redemption Value for each Unit.
The aggregate value of the Securities shall be determined by
the Trustee in good faith in the following
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manner: if the Securities are listed on one or more national securities
exchanges, such evaluation shall generally be based on the closing sale
price on that day (unless the Trustee deems such price inappropriate as a
basis for evaluation) on the exchange which is the principal market
therefor (deemed to be the New York Stock Exchange if the securities are
listed thereon) or, if there is no such appropriate closing sale price on
such exchange, at the mean between the closing bid and asked prices (unless
the Trustee deems such price inappropriate as a basis for valuation). If
the Securities are not so listed, or if so listed and the principal market
therefor is other than on such exchange or there are no such closing bid
and asked prices available, such evaluation shall generally be made by the
Trustee in good faith based on the closing price on the over-the-counter
market (unless the Trustee deems such price inappropriate as a basis for
evaluation), or, if there is no such appropriate closing price, in the
following order of priority: (a) on current bid prices, (b) if bid prices
are not available, on the basis of current bid prices for comparable
securities, or (c) by the Trustee's appraising the value of the securities
in good faith on the bid side of the market.
Postponement of Redemption
The right of redemption may be suspended and payment of the
Redemption Value per Unit postponed for more than seven calendar days
following a tender of Units for redemption (i) for any period during which
the New York Stock Exchange, Inc. is closed, other than for customary
weekend and holiday closings, or (ii) for any period during which, as
determined by the Securities and Exchange Commission, either trading on the
New York Stock Exchange, Inc. is restricted or an emergency exists as a
result of which disposal or evaluation of the Securities is not reasonably
practicable, or (iii) for such other periods as the Securities and Exchange
Commission may by order permit. The Trustee is not liable to any person or
in any way for any loss or damage that may result from any such suspension
or postponement.
RIGHTS OF UNIT HOLDERS
Unit Holders
Each Unit Holder is deemed to be a beneficiary of the Trust
created by the Indenture and Agreement and each is vested proportionately
with the entire beneficial right, title and interest in the Trust assets.
A Unit Holder may at any time tender its Certificate to the Trustee for
redemption.
Ownership of Units is evidenced by registered Certificates of
Beneficial Interest issued in denominations of one or more Units and
executed by the Trustee and the Sponsor.
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These Certificates are transferable or interchangeable upon presentation at
the corporate trust office of the Trustee, properly endorsed or accompanied
by an instrument of transfer satisfactory to the Trustee and executed by
the Unit Holder or its authorized attorney, together with the payment of
$2.00, if required by the Trustee, or such other amount as may be
determined by the Trustee and approved by the Sponsor, and any other tax or
governmental charge imposed upon the transfer of Certificates. The Trustee
will replace any mutilated, lost, stolen or destroyed Certificate upon
proper identification, satisfactory indemnity and payment of charges
incurred. Any mutilated Certificate must be presented to the Trustee
before any substitute Certificate will be issued.
Certain Limitations
The death or incapacity of any Unit Holder (or the dissolution
of the Sponsor) will not operate to terminate the Trust nor entitle the
legal representatives or heirs of such Unit Holder to claim an accounting
or to take any other action or proceeding in any court for a partition or
winding up of the Trust.
No Unit Holder shall have the right to vote except with respect
to removal of the Trustee or amendment and termination of the Trust. (See:
"Administration of the Trust -- Amendment" and "Administration of the
Trust -- Termination".) Unit Holders shall have no right to control the
operation or administration of the Trust in any manner, except upon the
vote of 51% of the Unit Holders outstanding at any time for purposes of
amendment, or termination of the Trust or discharge of the Trustee, all as
provided in the Agreement; however, no Unit Holder shall ever be under any
liability to any third party for any action taken by the Trustee or the
Sponsor.
EXPENSES AND CHARGES
Fees
The Sponsor's fee is earned for Portfolio supervisory services,
and is based upon the largest number of Units outstanding at any time
during the year. The Sponsor's fee is not to exceed 25 cents per 1,000
Units of the Trust and may exceed the actual costs of providing Portfolio
supervisory services for this Trust, but at no time will the total amount
the Sponsor receives for Portfolio supervisory services rendered to all
series of the Dean Witter Select Equity Trust in any calendar year exceed
the aggregate cost to it of supplying such services in such year.
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Under the Indenture and Agreement for its services as Trustee
and Evaluator, the Trustee will receive 84 cents per 1,000 Units, computed
monthly on the basis of the largest number of Units outstanding at any time
during the preceding month. Certain regular and recurring expenses of the
Trust, including certain mailing and printing expenses, are borne by the
Trust. In no event will the Trustee be paid less than $2,000 in any one
year.
The Sponsor's fee accrues monthly but is paid annually, and the
Trustee's fees are payable monthly on or before each Distribution Date from
the Income Account, to the extent funds are available and thereafter from
the Capital Account. Any of such fees may be increased without approval of
the Unit Holders in proportion to increases under the classification "All
Services Less Rent" in the Consumer Price Index published by the United
States Department of Labor. The Trustee also receives benefits to the
extent that it holds funds on deposit in various non-interest bearing
accounts created under the Agreement.
Other Charges
The following additional charges are or may be incurred by the
Trust as more fully described in the Indenture and Agreement: (a) fees of
the Trustee for extraordinary services, (b) expenses of the Trustee
(including legal and auditing expenses of the Trust's reinvestment program)
and of counsel designated by the Sponsor, (c) various governmental charges,
(d) expenses and costs of any action taken by the Trustee to protect the
Trust and the rights and interests of the Unit Holders, (e) indemnification
of the Trustee for any loss, liability or expenses incurred by it in the
administration of the Trust without gross negligence, bad faith, wilful
malfeasance or wilful misconduct on its part or reckless disregard of its
obligations and duties, (f) indemnification of the Sponsor for any losses,
liabilities and expenses incurred in acting as Sponsor or Depositor under
the Agreement without gross negligence, bad faith, wilful malfeasance or
wilful misconduct or reckless disregard of its obligations and duties,
(g) expenditures incurred in contacting Unit Holders upon termination of
the Trust, and (h) brokerage commissions or charges incurred in connection
with the purchase or sale of additional or substitute Securities.
The fees and expenses set forth herein are payable out of the
Trust, and when so paid by or owing to the Trustee are secured by a lien on
the Trust. Dividends on the Securities are expected to be sufficient to
pay the estimated expenses of the Trust. If the balances in the Income and
Capital Accounts are insufficient to provide for amounts payable by the
Trust, the Trustee has the power to sell
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Securities to pay such amounts. To the extent Securities are sold, the
size of the Trust will be reduced and the proportions of the types of
Securities may change. Such sales might be required at a time when
Securities would not otherwise be sold and might result in lower prices
than might otherwise be realized. Moreover, due to the minimum principal
amount in which Securities may be required to be sold, the proceeds of such
sales may exceed the amount necessary for the payment of such fees and
expenses.
The accounts of the Trust will be audited not less than
annually by independent public accountants selected by the Sponsor. The
expenses of such audit will be an expense of the Trust; however the Sponsor
will bear the cost of any audit expense which exceeds 50 cents per 1,000
Units during any period in which the Sponsor maintains a secondary market
for Units.
ADMINISTRATION OF THE TRUST
Records and Accounts
The Trustee will keep records and accounts of all transactions
of the Trust at its unit investment trust office at 770 Broadway, New York,
New York 10003. These records and accounts will be available for
inspection by Unit Holders at reasonable times during normal business
hours. The Trustee will additionally keep on file for inspection by Unit
Holders an executed copy of the Indenture and Agreement together with a
current list of the Securities then held in the Trust. In connection with
the storage and handling of certain Securities deposited in the Trust, the
Trustee is authorized to use the services of Depository Trust Company.
These services would include safekeeping of the Securities,
coupon-clipping, computer book-entry transfer and institutional delivery
services. The Depository Trust Company is a limited purpose trust company
organized under the Banking Law of the State of New York, a member of the
Federal Reserve System and a clearing agency registered under the
Securities Exchange Act of 1934.
Distributions
Dividends payable to the Trust as a holder of record of its
Securities are credited by the Trustee to an Income Account, as of the date
on which the Trust is entitled to receive such dividends. Other receipts
such as return of principal and gain and including amounts received upon
the sale, pursuant to the Indenture and Agreement, of rights to purchase
other Securities distributed in respect to the Securities in the Portfolio,
are credited to a Capital Account. Any monthly income distribution for
each Unit Holder as of each Record Date will be made on the next following
Distribution
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Date or shortly thereafter and shall consist of an amount equal to
approximately one-twelfth of the amount of estimated annual dividend income
per Unit to be received by the Trust during the ensuing twelve months,
after deducting estimated expenses, plus such holder's pro rata share of
the distributable cash balance of the Capital Account computed as of the
close of business on the Record Date. The first distribution for persons
who purchase Units between a Record Date and a Distribution Date will be
made on the second Distribution Date following their purchase of Units.
Proceeds received from the disposition of any of the securities which are
not used for redemption of Units will be held in the Capital Account to be
distributed on the Distribution Date following receipt of such proceeds.
No distribution need be made from the Capital Account if the balance
therein is less than $5.00 per 1,000 Units outstanding. A Reserve Account
may be created by the Trustee by withdrawing from the Income or Capital
Accounts, from time to time, such amounts as it deems requisite to
establish a reserve for any taxes or other governmental charges that may be
payable out of the Trust. Funds held by the Trustee in the various
accounts created under the Indenture are non-interest bearing to Unit
Holders.
Distributions of net realized capital gains, if any, will be
made annually, within 30 days of the end of the Trust's taxable year.
Portfolio Supervision
The original proportionate relationship between the number of
shares of each Security in the Trust will be adjusted to reflect the
occurrence of a stock dividend, a stock split or a similar event which
affects the capital structure of the issuer of a Security in the Trust but
which does not affect the Trust's percentage ownership of the common stock
equity of such issuer at the time of such event.
The Portfolio of the Trust is not "managed" by the Sponsor or
the Trustee; their activities described below are governed solely by the
provisions of the Indenture and Agreement. The Sponsor may direct the
Trustee to dispose of Securities upon failure to declare or pay anticipated
cash dividends, institution of certain materially adverse legal
proceedings, default under certain documents materially and adversely
affecting future declaration or payment of dividends, or the occurrence of
other materially adverse market or credit factors that in the opinion of
the Sponsor would make the retention of such Securities in the Trust
detrimental to the interests of the Unit Holders, or if the disposition of
such Securities is desirable in order to maintain the qualification of the
Trust as a regulated investment company under the Internal Revenue Code.
If a failure to declare or pay cash
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dividends on any of the Securities occurs and if the Sponsor does not,
within 30 days after notification, instruct the Trustee to sell or hold
such Securities, the Indenture provides that the Trustee shall promptly
sell such Securities.
The Sponsor is also authorized to instruct the Trustee to
reinvest the proceeds of the redemption or sale of any of the Securities,
exclusive of any capital gains, in substitute Securities; provided,
however, that proceeds of any sale of Securities for materially adverse
market factors may not be so reinvested but will be distributed pro rata to
Unit Holders on the next Distribution Date. Proceeds received from
Securities sold for purposes of redemption of Units and in excess of the
amount needed for such purposes may not be reinvested in any year during
the term of the Trust in an amount exceeding 10% of the aggregate value of
the Securities in the Trust upon completion of the Deposit Period. The
substitute Securities must satisfy certain conditions specified in the
Indenture including, among other conditions, requirements that the
substitute Securities shall be selected by the Sponsor from a list of
securities maintained by them, and updated from time to time, and that the
Securities shall be publicly-traded common and preferred stocks issued by
domestic public utility corporations; shall be issued by an issuer subject
to or exempt from the reporting requirements under Section 13 or 15(d) of
the Securities Exchange Act of 1934 (or similar provisions of law); and
shall have, in the opinion of the Sponsor, characteristics sufficiently
similar to the characteristics of the other Securities in the Trust as to
be acceptable for acquisition by the Trust. Such conditions also require
that the purchase of the substitute Securities will not (i) disqualify the
Trust as a "regulated investment company" under the Internal Revenue Code,
(ii) result in more than 25% of the Portfolio of the Trust consisting of
Securities of a single issuer (or of two or more issuers which are
affiliated persons as such term is defined in the Investment Company Act of
1940) which are not registered and are not being registered under the
Securities Act of 1933, or (iii) result in the Trust owning more than 50%
of any single issue which has been registered under the Securities Act of
1933 or more than 5% of the outstanding voting securities of any issuer.
The Trustee will follow a policy that it will place securities
transactions with a broker or dealer only if it expects to obtain the most
favorable prices and executions of orders. Transactions in securities of
the nature held in the Trust are generally carried out in brokerage
transactions (as distinguished from principal transactions), and the
Sponsor or any of its affiliates may act as brokers therein if the Trustee
expects thereby to obtain the most favorable prices and execution. The
furnishing of statistical and research information to the Trustee by any of
-30-
<PAGE>
the securities dealers through which transactions are executed will not be
considered in placing securities transactions.
During the life of the Trust, the Sponsor, as part of its
administrative responsibilities, may make additions and deletions to the
list of substitute Securities and shall conduct regular quarterly reviews
to determine whether or not to recommend the disposition of Securities
pursuant to the procedures under the Indenture and Agreement summarized
above. In addition, the Sponsor shall undertake to perform such other
reviews and procedures as it may deem necessary for it to make the
reinvestment recommendations and to give the consents and directions,
including directions as to voting on the underlying Securities, required by
the Indenture and Agreement. For the administrative services in making
such recommendations and giving such consents and directions, and in making
the reviews called for in connection therewith, the Sponsor shall receive
the Portfolio supervisory fee referred to under "Expenses and Charges --
Fees".
Reports to Unit Holders
With each distribution, the Trustee will furnish to the Unit
Holders a statement of the amount of income and other receipts, if any,
distributed, expressed in each case as a dollar amount per Unit and a
change of address card.
Within two months after the end of each calendar year, the
Trustee will furnish to each person who at any time during such calendar
year was a Unit Holder of record a statement setting forth:
1. As to the Income and Capital Accounts:
a) the amount of income received on the Securities;
b) the amount paid for any purchase of substitute Securities
or for any Certificates redeemed;
c) the deductions for applicable taxes or other governmental
charges, if any, and fees and expenses of the Sponsor, the Trustee
and counsel;
d) the amounts reserved for the purchase of Contract
Securities; and
e) the net amount remaining after such payments and
deductions expressed both as a total dollar amount and as a dollar
amount per Unit outstanding on the last business day of such calendar
year.
-31-
<PAGE>
2. The following information:
a) a list of the Securities disposed of or acquired during
the calendar year, and a list of the Securities as of the last
business day of such calendar year;
b) the number of Units outstanding on the last business day
of such calendar year;
c) the Unit Value (as defined in the Agreement) based on the
last Trust Evaluation made during such calendar year; and
d) the amounts actually distributed during such calendar
year from the Income and Capital Accounts, separately stated,
expressed both as total dollar amounts and as dollar amounts per Unit
outstanding on the Record Dates for such distributions.
Required United States federal income tax information will also
be filed and distributed.
Amendment
The Indenture and Agreement may be amended by the Trustee and
the Sponsor without the consent of Unit Holders (a) to cure any ambiguity
or to correct or supplement any provision thereof which may be defective or
inconsistent, (b) to change any provision thereof as may be required by the
Securities and Exchange Commission or any successor governmental agency,
(c) to add or change any provision as may be necessary or advisable for the
continuing qualification of the Trust as a regulated investment company
under the Code, or (d) to make such other provisions as shall not adversely
affect the interest of the Unit Holders; provided, however, that the
Indenture and Agreement may also be amended by the Sponsor and the Trustee
(or the performance of any of the provisions of the Agreement may be
waived) with the consent of Unit Holders evidencing 51% of the Units at the
time outstanding for the purposes of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Agreement or of
modifying in any manner the rights of Unit Holders. However, the Indenture
and Agreement may not be amended, without the consent of all Unit Holders
then outstanding, so as (1) to permit, except in accordance with the terms
and conditions of the Agreement, the acquisition of any Securities other
than those specified in the Indenture and Agreement, or (2) to reduce the
aforesaid percentage of Units the holders of which are required to consent
to certain of such amendments and may not be amended so as to reduce the
interest in the Trust represented by Units evidenced by any Certificate
without the consent of the holder
-32-
<PAGE>
of such Certificate. The Trustee shall promptly notify Unit Holders of the
substance of any such amendment.
Termination
The Indenture and Agreement provides that the Trust will be
terminated and liquidated on the Mandatory Termination Date, as set forth
under "Summary of Essential Information", herein. Additionally, if the
value of the Trust as shown by any evaluation is less than thirty percent
(30%) of the value of the Securities deposited into the Trust during the
Deposit Period, the Trustee will, if directed by the Sponsor in writing,
terminate the Trust. The Trust may also be terminated at any time by the
written consent of 51% of the Unit Holders.
Upon termination, the Trustee will sell the Securities then
held in the Trust and credit the moneys derived from such sale to the
Capital and Income Accounts. The Trustee will then, after deduction of any
fees and expenses of the Trust and payment into the Reserve Account of any
amount required for taxes or other governmental charges that may be payable
by the Trust, distribute to each Unit Holder, upon surrender for
cancellation of his Certificate after due notice of such termination, such
Unit Holder's pro rata share in the Income and Capital Accounts. The sale
of Securities in the Trust upon termination may result in a lower amount
than might otherwise be realized if such sale were not required at such
time. For this reason, among others, the amount realized by a Unit Holder
upon termination may be less than the amount paid by such Unit Holder for
Units.
RESIGNATION, REMOVAL AND LIABILITY
Regarding the Trustee
The Trustee shall be under no liability for any action taken in
good faith in reliance on prima facie properly executed documents, or for
the disposition of monies or Securities in the Trust, or otherwise except
for wilful malfeasance, wilful misconduct, bad faith or gross negligence in
the performance of its duties or by reason of its reckless disregard of its
obligations and duties under the Indenture and Agreement. Nor shall the
Trustee be liable or responsible in any way for depreciation or loss
incurred by reason of the disposition of any Securities by the Trustee
required in order to pay compensation of the Trustee or expenses and
disbursements under the Agreement. In the event of a failure of the
Sponsor to act, the Trustee may act under the Indenture and Agreement and
shall not be liable for any action taken by it in good faith. The Trustee
shall not be personally liable for any taxes or other governmental charges
imposed upon the Trust or in respect of the Securities or the interest
thereon.
-33-
<PAGE>
The Agreement also contains other customary provisions limiting the
liability of the Trustee and providing for the indemnification of the
Trustee for any loss or claim accruing to it without gross negligence, bad
faith, willful misconduct, willful malfeasance or reckless disregard of its
duties and obligations under the Agreement on its part.
The Trustee or any successor may resign by executing an
instrument in writing, filing the same with the Sponsor and mailing a copy
of such notice or resignation to all Unit Holders then of record. Upon
receiving such notice the Sponsor will use its best efforts to appoint a
successor Trustee promptly. If the Trustee becomes incapable of acting or
becomes bankrupt or its affairs are taken over by public authorities, the
Sponsor may remove the Trustee and appoint a successor as provided in the
Agreement. If within 30 days of the resignation of a Trustee no successor
has been appointed or, if appointed, has not accepted the appointment, the
retiring Trustee may apply to a court of competent jurisdiction for the
appointment of a successor. The resignation or removal of a Trustee
becomes effective only when the successor Trustee accepts its appointment
as such or when a court of competent jurisdiction appoints a successor
Trustee.
Regarding the Sponsor
The Sponsor shall be under no liability to the Trust or to Unit
Holders for taking any action or for refraining from any action in good
faith or for errors in judgment, nor shall the Sponsor be liable or
responsible in any way for depreciation or loss incurred by reason of the
disposition of any Security. The Sponsor will, however, be liable for its
own willful malfeasance, willful misconduct, bad faith, gross negligence or
reckless disregard of its duties and obligations under the Agreement.
If at any time the Sponsor shall resign under the Agreement or
shall fail or be incapable of performing its duties thereunder or shall
become bankrupt or its affairs are taken over by public authorities, the
Agreement directs the Trustee to either (1) appoint a successor Sponsor or
Sponsors at rates of compensation deemed reasonable by the Trustee, not
exceeding amounts prescribed by the Securities and Exchange Commission, or
(2) act as Sponsor itself without terminating the Indenture and Agreement.
The Trustee will promptly notify Unit Holders of any such action.
-34-
<PAGE>
MISCELLANEOUS
Sponsor
Dean Witter Reynolds Inc. ("Dean Witter") is a corporation
organized under the laws of the State of Delaware and is a principal
operating subsidiary of Dean Witter, Discover & Co. ("DWDC"), a publicly-
traded corporation. Dean Witter is a financial services company that
provides to its individual, corporate, and institutional clients services
as a broker in securities and commodities, a dealer in corporate,
municipal, and government securities, an investment banker, an investment
adviser, and an agent in the sale of life insurance and various other
products and services. Dean Witter is a member firm of the New York Stock
Exchange, the American Stock Exchange, the Chicago Board Options Exchange,
other major securities exchanges and the National Association of Securities
Dealers, and is a clearing member of the Chicago Board of Trade, the
Chicago Mercantile Exchange, the Commodity Exchange Inc., and other major
commodities exchanges. Dean Witter is currently servicing its clients
through a network of approximately 375 domestic and international offices
with approximately 7,500 account executives servicing individual and
institutional client accounts.
Trustee
The Trustee is The Chase Manhattan Bank (National Association),
a national banking association, with its principal executive office at 1
Chase Manhattan Plaza, New York, New York 10081 and its unit investment
trust office at 770 Broadway, New York, New York 10003. The Trustee is
subject to supervision by the Comptroller of the Currency, the Federal
Deposit Insurance Corporation and the Board of Governors of the Federal
Reserve System. Unit Holders should direct inquiries regarding
distributions, address changes and other matters relating to the
administration of the Trust to the Trustee at 1-800-428-8890.
Legal Opinions
Certain legal matters in connection with the Units offered
hereby have been passed upon by Cahill Gordon & Reindel, a partnership
including a professional corporation, 80 Pine Street, New York, New York
10005, as special counsel for the Sponsor.
-35-
<PAGE>
AUDITORS
The Financial Statements and Schedule of Portfolio Securities
of this series of the Dean Witter Select Equity Trust included in this
Prospectus have been examined by Deloitte & Touche LLP, certified public
accountants, as stated in their report as set forth in this Prospectus, and
are included in reliance upon such report given upon the authority of that
firm as experts in accounting and auditing.
-36-
<PAGE>
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
We have audited the statement of financial condition and schedule of
portfolio securities of the Dean Witter Select Equity Trust Utility Stock
Series 4 as of March 31, 1996, and the related statements of operations and
changes in net assets for each of the three years in the period then ended.
These financial statements are the responsibility of the Trustee (see
Footnote (a)(1)). 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.
Our procedures included confirmation of the securities owned as of March 31,
1996 as shown in the statement of financial condition and schedule of
portfolio securities by correspondence with The Chase Manhattan Bank, N.A.
(formerly United States Trust Company of New York), the Trustee. An audit
also includes assessing the accounting principles used and the 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 the Dean Witter Select
Equity Trust Utility Stock Series 4 as of March 31, 1996, and the results of
its operations and the changes in its net assets for each of the three years
in the period then ended in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
May 15, 1996
New York, New York
F-1
</AUDIT-REPORT>
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
March 31, 1996
TRUST PROPERTY
Investments in securities at market value
(cost $11,270,333) (Note (a) and Schedule of
Portfolio Securities Notes (3) and (4)) $15,076,525
Accrued dividends receivable 50,553
Receivable from Broker 26,288
Cash 113,121
Total 15,266,487
LIABILITIES AND NET ASSETS
Less Liabilities:
Accrued Trustee's fees and expenses 948
Payable to Unit Holders 26,925
Total liabilities 27,873
Net Assets:
Balance applicable to 14,138,347 Units (Note (c)):
Capital, plus net unrealized market
appreciation of $3,806,192 $15,076,525
Undistributed principal and net investment
income (Note (b)) 162,089
Net assets $15,238,614
Net asset value per Unit ($15,238,614
divided by 14,138,347 Units) $ 1.0778
See notes to financial statements
F-2
<PAGE>
STATEMENTS OF OPERATIONS
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
For the years ended March 31,
1996 1995 1994
Investment income - dividends $1,008,784 $1,215,136 $ 1,535,048
Less Expenses:
Trustee's fees and expenses 32,127 34,354 42,360
Sponsor's fees 4,011 4,783 5,531
Total expenses 36,138 39,137 47,891
Investment income - net 972,646 1,175,999 1,487,157
Net (loss) gain on investments:
Realized gain on securities sold
or redeemed 597,938 283,541 1,210,495
Net unrealized market apprecia-
tion (depreciation) 1,946,624 (701,428) (5,087,368)
Net gain (loss) on
investments 2,544,562 (417,887) (3,876,873)
Net increase (decrease) in net
assets resulting from operations $3,517,208 $ 758,112 $(2,389,716)
See notes to financial statements
F-3
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
For the years ended March 31,
1996 1995 1994
Operations:
Investment income - net $ 972,646 $ 1,175,999 $ 1,487,157
Realized gain on securities
sold or redeemed 597,938 283,541 1,210,495
Net unrealized market ap-
preciation (depreciation) 1,946,624 (701,428) (5,087,368)
Net increase (decrease)
in net assets result-
ing from operations 3,517,208 758,112 (2,389,716)
Distributions to Unit Holders
(Note (b)):
Principal (361,370) (702,968) (716,021)
Investment income - net (979,084) (1,185,413) (1,501,249)
Total distributions (1,340,454) (1,888,381) (2,217,270)
Capital Share Transactions:
Creation of 100,680 Units 110,859 - -
Redemption of 2,216,333 Units,
2,985,000 Units and 3,812,000
Units, respectively (2,303,967) (2,761,580) (4,369,465)
Accrued investment income on
redemption (20,619) (27,571) (36,763)
Net capital share
transactions (2,213,727) (2,789,151) (4,406,228)
Net decrease in net assets (36,973) (3,919,420) (9,013,214)
Net assets - beginning of year 15,275,587 19,195,007 28,208,221
Net assets - end of year including
undistributed principal and net
investment income of $162,089,
$195,163 and $235,014, respec-
tively) $15,238,614 $15,275,587 $19,195,007
See notes to financial statements
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
March 31, 1996
(a) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Trust is registered under the Investment Company Act of 1940 as a
Unit Investment Trust. The following is a summary of the significant
accounting policies of the Trust:
(1) Basis of Presentation
The Trustee has custody of and responsibility for all accounting
and financial books, records, financial statements and related
data of the Trust and is responsible for establishing and
maintaining a system of internal controls directly related to, and
designed to provide reasonable assurance as to the integrity and
reliability of, financial reporting of the Trust. The Trustee is
also responsible for all estimates and accruals reflected in the
Trust's financial statements. Under the Securities Act of 1933
("the Act"), as amended, the Sponsor is deemed to be an issuer of
the Trust Units. As such, the Sponsor has the responsibility of
an issuer under the Act with respect to financial statements of
the Trust included in the Trust's Registration Statement under the
Act and amendments thereto.
(2) Investments
Investments are stated at market value as determined by the
Trustee, based on the closing price on the New York Stock
Exchange, on the last day of trading during the period. The value
on the date of initial deposit (June 2, 1988) represents the cost
of investments to the Trust based on the closing sale price on the
New York Stock Exchange on the day prior to the date of initial
deposit, unless otherwise noted. The cost of investments
purchased subsequent to the date of initial deposit is based on
the closing sale price on the New York Stock Exchange on date of
purchase.
(3) Income Taxes
No provision for Federal income taxes has been made in the
accompanying financial statements because the Trust has elected
and intends to continue to qualify for the tax treatment
applicable to "Regulated Investment Companies" under the Internal
Revenue Code. Under existing law, if the Trust so qualifies, it
will not be subject to Federal income tax on net income and
capital gains that are distributed to Unit Holders.
(4) Expenses
The Trust pays annual Trustee's fees, including estimated expenses,
and annual Sponsor's portfolio supervision fees and may incur
additional charges as explained under "Expenses and Charges -
Fees" and "- Other Charges" in this Prospectus.
F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
March 31, 1996
(b) DISTRIBUTIONS
Distributions of dividend income and principal, if any, received by the
Trust are made to Unit Holders on a monthly basis and distributions of
net realized capital gains, if any, will be made annually, within 30
days after the end of the Trust's taxable year to Unit Holders of
record. Record Dates are the first day of each calendar month and
Distribution Dates are the fifteenth day of each month (or the next
business day thereafter if the fifteenth is not a business day). Upon
termination of the Trust, the Trustee will distribute, upon surrender
of Certificates for cancellation, to each Unit Holder his pro rata
share of the Trust's assets, less expenses, in the manner set forth
under "Distributions to Unit Holders" herein. (See: "Administration
of the Trust - Distributions" in this Prospectus.)
(c) ORIGINAL COST TO INVESTORS
The original cost to investors represents the aggregate initial public
offering price as of the respective dates of deposit, computed on the
basis set forth under "Public Offering of Units - Public Offering
Price" in this Prospectus.
A reconciliation of the original cost of Units to investors to the net
amount applicable to investors as of March 31, 1996 follows:
Cost of 1,000,000 Units at date of initial deposit $ 985,290
Less: Gross underwriting commissions (sales charge) (44,340)
Net cost to investors at initial deposit 940,950
Cost to investors of Units created during deposit
period 32,002,623
Cost of securities sold or redeemed 11,243,452
Cost of substituted securities (32,916,692)
Net unrealized market appreciation of investments 3,806,192
Net amount applicable to investors $15,076,525
F-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
March 31, 1996
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each year:
For the years ended March 31,
1996 1995 1994
Principal distributions during
year $ .0246 $.0423 $.0348
Net investment income
distributions during year $ .0638 $.0669 $.0697
Net asset value at end of year $1.0778 $.9398 $.9977
Trust Units outstanding at end
of year 14,138,347 16,254,000 19,239,000
F-7
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
March 31, 1996
Current Market Percentage of
Number Annual Price per Aggregate Market
Portfolio No. and Name of Issuer of Dividend Yield Share to Market Value Value
of Securities Contracted For Shares Shares Per Share<F2> <F3> Trust of Trust <F4><F5>
<S> <C> <C> <C> <C> <C> <C> <C>
1. Central Maine Power Company 28,460 $ 0.90 6.207% $14.500 2.7372% $ 412,670
2. Delmarva Power & Light Company 16,619 1.54 7.247 21.250 2.3424 353,154
3. Houston Industries Incorporated <F6> 37,638 1.50 6.936 21.625 5.3986 813,922
4. New England Electric System 18,842 2.36 6.170 38.250 4.7803 720,706
5. New York State Electric & Gas
Corporation 19,178 1.40 5.957 23.500 2.9893 450,683
6. Ohio Edison Company 30,780 1.50 6.630 22.625 4.6191 696,397
7. American Electric Power Company,
Inc. 39,125 2.40 5.749 41.750 10.8345 1,633,469
8. Portland General Corporation 14,076 1.28 4.163 30.750 2.8709 432,837
9. Public Service Enterprise Group
Incorporated 17,903 2.16 7.855 27.500 3.2656 492,332
10. Rochester Gas & Electric Corpora-
tion 25,560 1.80 8.324 21.625 3.6660 552,735
11. The Southern Company 132,858 1.26 5.277 23.875 21.0392 3,171,985
12. Texas Utilities Company 15,834 2.00 4.834 41.375 4.3454 655,132
13. Puget Sound Power & Light Company 14,100 1.84 7.216 25.500 2.3848 359,550
14. Southwestern Public Service Company 10,845 2.20 6.617 33.250 2.3918 360,596
15. Western Resources, Inc. 14,099 2.02 6.623 30.500 2.8522 430,019
16. Boston Edison Company 19,180 1.88 6.963 27.000 3.4349 517,860
17. Cipsco, Inc. 15,123 2.04 5.282 38.625 3.8744 584,126
18. Union Electric Company 12,256 2.50 6.098 41.000 3.3330 502,496
19. DPL, Inc. 27,259 1.30 5.445 23.875 4.3167 650,809
20. Pacific Gas & Electric 15,572 1.96 8.663 22.625 2.3369 352,317
21. Cinergy Corp. 31,091 1.72 5.733 30.000 6.1866 932,730
$15,076,525
See Notes to Schedule of Portfolio Securities
F-8
</TABLE>
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
March 31, 1996
[FN]
<F2> Based on the latest quarterly or semiannual declaration.
<F3> The Yield represents the Current Annual Dividend per Share divided
by the Market Price per Share.
<F4> Valuation of Securities by the Trustee was made on the basis of the
closing sale price on the New York Stock Exchange as of March 29,
1996 (the last trading date during the period).
<F5> At March 31, 1996, the net unrealized market appreciation of
Securities was comprised of the following:
Gross unrealized market appreciation $4,089,780
Gross unrealized market depreciation (283,588)
Net unrealized market appreciation $3,806,192
The aggregate cost of the Securities to the Trust for Federal
income tax purposes was $11,270,333 at March 31, 1996.
<F6> A two for one stock split for Houston Industries Incorporated was
declared on November 1, 1995, for stockholders of record on
November 16, 1995 and received on December 11, 1995.
F-9
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following
documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Consent of Independent Auditors; all other
consents were previously filed.
The following exhibits:
23. 1b. Consent of Independent Auditors.
27. Financial Data Schedule.
FINANCIAL STATEMENTS
1. Statement of Financial Condition, Statement of Operations and
Statement of Changes in Net Assets of the Trust, as shown in the
Prospectus.
<PAGE>
CONSENT OF COUNSEL
The consent of Counsel to the use of its name in the Prospectus
included in this Registration Statement is contained in its opinion filed
as Exhibit 1.b. to this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Dean Witter Select Equity Trust, Utility Stock Series 4,
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 Post-Effective Amendment No. 8 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York and State of New
York on the 23rd day of May, 1996.
DEAN WITTER SELECT EQUITY TRUST,
UTILITY STOCK SERIES 4
(Registrant)
By: DEAN WITTER REYNOLDS INC.
(Depositor)
Thomas Hines
Thomas Hines
Authorized Signatory
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 8 to the Registration Statement has been
signed on behalf of Dean Witter Reynolds Inc., the Depositor, by the
following person in the following capacities and by the following persons
who constitute a majority of the Depositor's Board of Directors in The City
of New York and State of New York on this 23rd day of May, 1996.
DEAN WITTER REYNOLDS INC.
Name Office
Philip J. Purcell Chairman and Chief )
Executive Officer )
and Director<F32> )
By:
Thomas Hines
Thomas Hines
Attorney-in-fact<F32>
_________________________
<F32> Executed copies of the Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 for File No. 33-56389.
<PAGE>
Name Office
Richard M. DeMartini Director<F32>
Robert J. Dwyer Director<F32>
Christine A. Edwards Director<F32>
James F. Higgins Director<F32>
Stephen R. Miller Director<F32>
Richard F. Powers Director<F32>
Philip J. Purcell Director<F32>
_________________________
<F32> Executed copies of the Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 for File No. 33-56389.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. TITLE OF DOCUMENT
23. 1b. Consent of Deloitte & Touche LLP
27. Financial Data Schedule
<PAGE>
Exhibit 23.1b.
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated May 15, 1996, accompanying the
financial statements of the Dean Witter Select Equity Trust Utility Stock
Series 4 included herein and to the reference to our Firm as experts under
the heading "Auditors" in the prospectus which is a part of this
registration statement.
DELOITTE & TOUCHE LLP
May 23, 1996
New York, New York
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS FOR DEAN WITTER SELECT
EQUITY TRUST UTILITY STOCK SERIES
4 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
<RESTATED>
<SERIES>
<NAME> DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES
<NUMBER> 4
<MULTIPLIER> 1
<FISCAL-YEAR-END> Mar-31-1996
<PERIOD-START> Apr-1-1995
<PERIOD-END> Mar-31-1996
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 11,270,333
<INVESTMENTS-AT-VALUE> 15,076,525
<RECEIVABLES> 76,841
<ASSETS-OTHER> 113,121
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 15,266,487
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 27,873
<TOTAL-LIABILITIES> 27,873
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 11,263,266
<SHARES-COMMON-STOCK> 14,138,347
<SHARES-COMMON-PRIOR> 16,254,000
<ACCUMULATED-NII-CURRENT> 168,887
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,806,192
<NET-ASSETS> 15,238,614
<DIVIDEND-INCOME> 1,008,784
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 36,138
<NET-INVESTMENT-INCOME> 972,646
<REALIZED-GAINS-CURRENT> 597,938
<APPREC-INCREASE-CURRENT> 1,946,624
<NET-CHANGE-FROM-OPS> 3,517,208
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 979,084
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 361,370
<NUMBER-OF-SHARES-SOLD> 100,680
<NUMBER-OF-SHARES-REDEEMED> 2,216,333
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (36,973)
<ACCUMULATED-NII-PRIOR> 199,260
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
