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. 9
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.
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 *30
8. Fiscal Year Included in Form N-8B-2
9. Litigation *30
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 --
_________________
*30 Not applicable, answer negative or not.
Form N-8B-2 Form -6
Item Number Heading in Prospectus
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 *30
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
and Trustee Liability_ Regarding
the Trustee; Regarding
the Sponsor
_______________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form -6
Item Number Heading in Prospectus
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 *30
and Trustee
11. Type of securities comprising The Trust-Summary
units Description of the
Portfolio; - Objectives
and Securities Selection
12. Type of securities comprising *30
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 *30
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
________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form -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 *30
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 *30
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
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form -6
Item Number Heading in Prospectus
21. Loans to security holders *30
22. Limitations on liability Resignation, Removal and
Liability
23. Bonding arrangements Included on Form N-8B-2
24. Other material provisions of *30
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 *30
officials and affiliated
persons of Depositor
29. Voting securities of Depositor Included in Form N-8B-2
30. Persons controlling Depositor *30
31. Payments by Depositor for *30
certain other services
32. Payments by Depositor for *30
certain other services
rendered to trust
33. Remuneration of employees of *30
Depositor for certain services
rendered to trust
34. Remuneration of other *30
persons for certain services
rendered to trust
______________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form -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 *30
trust's securities
37. Revocation of authority to *30
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 *30
underwriter
c) Salesman of principal *30
underwriter
42. Ownership of trust's securities *30
by certain persons
43. Certain brokerage commissions *30
received by principal underwriter
44. a) Method of valuation Public Offering of Units
-- Public Offering Price;
-- Secondary Market
b) Schedule as to offering *30
price
c) Variation in offering Public Offering of Units-
price to certain persons -- Volume Discount;
Exchange Option
______________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form -6
Item Number Heading in Prospectus
45. Suspension of redemption rights *30
46. a) Redemption valuation Public Offering of Units-
Secondary Market;
Redemption
-- Right of Redemption;
-- Computation of
Redemption Value
b) Schedule as to redemption *30
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 *30
Insurance Company
b) Type of policies *30
c) Type of risks insured and *30
excluded
d) Coverage of policies *30
e) Beneficiaries of policies *30
f) Terms and manner of *30
cancellation
______________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form -6
Item Number Heading in Prospectus
g) Method of determining *30
premiums
h) Amount of aggregate *30
premiums paid
i) Who receives any part of *30
premiums
j) Other material provisions *30
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 *30
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 *30
______________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form -6
Item Number Heading in Prospectus
Trust as regulated
investment company
VIII. Financial and Statistical Information
54. Information regarding the *30
Trust's past ten fiscal years
55. Certain information regarding *30
periodic payment plan
certificates
56. Certain information regarding *30
periodic payment plan
certificates
57. Certain information regarding *30
periodic payment plan
certificates
58. Certain information regarding *30
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
______________
*30 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 22, 1997
<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
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
270 Park Avenue
New York, New York 10017
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>
<TABLE>
<CAPTION>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
As of March 31, 1997
Number of Units ....................................................................... 12,205,744
Fractional Undivided Interest in the Trust Represented by Each Unit ..................... 1/12,205,744th
Public Offering Price Per 1,000 Units:
Aggregate Value of Securities in the Trust ........................................... $11,432,360.00
Divided by 12,205,744 Units (times 1,000) ............................................ $ 936.64
Plus Sales Charge<F1> of 4.25% of Public Offering Price (4.439% of net amount invested
in Securities) ...................................................................... 41.58
Public Offering Price per 1,000 Units ................................................ 978.22
Plus amount per 1,000 Units of Undistributed Principal and Net Investment Income...... 10.56
Total ........................................................................... $ 988.78
Sponsor's Repurchase Price per 1,000 Units and Redemption Price per 1,000 Units (based
on the value of the underlying Securities, $41.58 less than the Public Offering Price
per 1,000 Units) plus undistributed principal and net investment income .............. $ 947.20
<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 $9,985,616.
Trustee's Fee (including estimated expenses). $2.21 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
"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 April 30, 1997). All
twenty-one issues of Securities were issued by gas and electric
public utilities companies. (See: "The Trust -- Summary
A-5
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 unless terminated sooner
(See "Administration of the Trust - Termination").
On April 30, 1997, the aggregate market value of the Securities
in the Trust was $11,103,345.27 including cash.
MINIMUM PURCHASE -- 1,000 Units.
A-6
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 April 30,1997, 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.
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-
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 pay
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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").
-4-
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.
-5-
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.
-7-
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.
-8-
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 the Sponsor nor the
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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 additional
-10-
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 addition, the Trust must derive
-11-
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 which are actually
-12-
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 deduction for
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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.
-14-
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 be
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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.
-25-
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.
-26-
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
-27-
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 4 New York Plaza, New York, New York 10004. 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
-29-
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 the securities dealers
-30-
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-
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-
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-
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-
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, a New York
Bank, with its principal executive office located at 270 Park
Avenue, New York, New York 10017 and its unit investment trust
office at 4 New York Plaza, New York, New York 10004. 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-
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, 1997, 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,
1997 as shown in the statement of financial condition and schedule of
portfolio securities by correspondence with The Chase Manhattan Bank, 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, 1997, 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, 1997
New York, New York
F-1
</AUDIT-REPORT>
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
March 31, 1997
TRUST PROPERTY
Investments in securities at market value
(cost $9,123,328) (Note (a) and Schedule of
Portfolio Securities Notes (3) and (4)) $11,432,360
Accrued dividends receivable 38,465
Receivable from Broker 23,074
Cash 90,891
Total 11,584,790
LIABILITY AND NET ASSETS
Less Liability:
Payable to Unit Holders 23,552
Net Assets:
Balance applicable to 12,205,744 Units
(Note (c)):
Capital, plus net unrealized market
appreciation of $2,309,032 $11,432,360
Undistributed principal and net investment
income (Note (b)) 128,878
Net assets $11,561,238
Net asset value per Unit ($11,561,238 divided
by 12,205,744 Units) $ .9472
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,
1997 1996 1995
Investment income - dividends $ 825,959 $1,008,784 $1,215,136
Less Expenses:
Trustee's fees and expenses 29,972 32,127 34,354
Sponsor's fees 3,564 4,011 4,783
Total expenses 33,536 36,138 39,137
Investment income - net 792,423 972,646 1,175,999
Net (loss) gain on investments:
Realized gain on securities sold
or redeemed 725,057 597,938 283,541
Net unrealized market (deprecia-
tion) appreciation (1,497,160) 1,946,624 (701,428)
Net (loss) gain on
investments (772,103) 2,544,562 (417,887)
Net increase in net assets resulting
from operations $ 20,320 $3,517,208 $ 758,112
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,
1997 1996 1995
Operations:
Investment income - net $ 792,423 $ 972,646 $ 1,175,999
Realized gain on securities sold
or redeemed 725,057 597,938 283,541
Net unrealized market (deprecia-
tion) appreciation (1,497,160) 1,946,624 (701,428)
Net increase in net
assets resulting from
operations 20,320 3,517,208 758,112
Distributions to Unit Holders
(Note (b)):
Principal (931,391) (361,370) (702,968)
Investment income - net (801,504) (979,084) (1,185,413)
Total distributions (1,732,895) (1,340,454) (1,888,381)
Capital Share Transactions:
Creation of 346,397 Units and
100,680 Units, respectively 341,812 110,859 -
Redemption of 2,279,000 Units,
2,216,333 Units and
2,985,000 Units, respec-
tively (2,285,172) (2,303,967) (2,761,580)
Accrued investment income on
redemption (21,441) (20,619) (27,571)
Net capital share trans-
actions (1,964,801) (2,213,727) (2,789,151)
Net decrease in net assets (3,677,376) (36,973) (3,919,420)
Net assets - beginning of year 15,238,614 15,275,587 19,195,007
Net assets - end of year including
undistributed principal and net
investment income of $128,878,
$162,089 and $195,163, respec-
tively) $11,561,238 $15,238,614 $15,275,587
See notes to financial statements
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
March 31, 1997
(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, 1997
(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, 1997 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 32,344,435
Cost of securities sold or redeemed (35,405,509)
Cost of substituted securities 11,243,452
Net unrealized market appreciation of investments 2,309,032
Net amount applicable to investors $11,432,360
F-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
March 31, 1997
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each year:
For the years ended March 31,
1997 1996 1995
Principal distributions during year $.0726 $ .0246 $.0423
Net investment income distributions
during year $.0607 $ .0638 $.0669
Net asset value at end of year $.9472 $1.0778 $.9398
Trust Units outstanding at end
of year 12,205,744 14,138,347 16,254,000
F-7
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
March 31, 1997
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 22,819 $ .90 8.471% $10.625 2.120% $ 242,452
2. Delmarva Power & Light Company 13,326 1.54 8.381 18.375 2.142 244,865
3. Houston Industries Incorporated 30,180 1.50 7.186 20.875 5.511 630,008
4. New England Electric System 15,110 2.36 6.865 34.375 4.543 519,406
5. New York State Electric & Gas
Corporation 15,377 1.40 6.474 21.625 2.909 332,528
6. Ohio Edison Company 24,681 1.50 7.101 21.125 4.561 521,386
7. American Electric Power Company,
Inc. 31,371 2.40 5.818 41.250 11.319 1,294,054
8. Portland General Corporation 11,284 1.28 3.670 34.875 3.442 393,529
9. Public Service Enterprise Group
Incorporated 14,354 2.16 8.229 26.250 3.296 376,793
10. Rochester Gas & Electric Corpora-
tion 20,497 1.80 9.474 19.000 3.406 389,443
11. Southern Company 106,522 1.30 6.154 21.125 19.683 2,250,277
12. Texas Utilities Company 12,696 2.10 6.131 34.250 3.804 434,838
13. Puget Sound Power & Light Company 11,302 1.84 7.287 25.250 2.496 285,375
14. Southwestern Public Service Company 8,698 2.20 6.132 35.875 2.730 312,041
15. Western Resources, Inc. 11,300 2.10 7.000 30.000 2.965 339,000
16. Boston Edison Company 15,376 1.88 7.162 26.250 3.531 403,620
17. CIPSCO, Inc. 12,128 2.08 5.880 35.375 3.753 429,028
18. Union Electric Company 9,826 2.54 6.888 36.875 3.169 362,334
19. DPL, Inc. 21,860 1.36 5.637 24.125 4.613 527,373
20. PG&E Corp. (formerly Pacific Gas &
Electric Co.) 12,487 1.20 5.106 23.500 2.567 293,444
21. Cinergy Corp. 24,925 1.80 5.275 34.125 7.440 850,566
$11,432,360
See Notes to Schedule of Portfolio Securities
</TABLE> F-8
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 4
March 31, 1997
[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 31,
1997.
<F5> At March 31, 1997, the net unrealized market appreciation of
Securities was comprised of the following:
Gross unrealized market appreciation $2,673,149
Gross unrealized market depreciation (364,117)
Net unrealized market appreciation $2,309,032
The aggregate cost of the Securities to the Trust for Federal income
tax purposes was $9,123,328 at March 31, 1997.
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 an exhibit 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. 9 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 22nd day of May, 1997.
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. 9 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 22nd day of May, 1997.
Name Office
Philip J. Purcell Chairman & Chief )
Executive Officer )
and Director )
Richard M. DeMartini Director
Robert J. Dwyer Director
Christine A. Edwards Director
Charles A. Fiumefreddo Director
James F. Higgins Director
Mitchell M. Merin Director
Stephen R. Miller Director
Richard F. Powers III Director
Thomas C. Schneider Director
William B. Smith Director
By: Thomas Hines
Thomas Hines
Attorney-in-Fact*
* Executed copies of the Powers of Attorney of the Board Members listed
below have been filed with the Securities and Exchange Commission in
connection with Amendment No. 1 to the Registration Statement on Form S-
6 for Dean Witter Select Equity, Select 10 Industrial Portfolio 97-1,
File No. 333-16839, Amendment No. 1 to the Registration Statement on
Form S-6 for Dean Witter Select Equity Trust, Select 10 Industrial
Portfolio 96-4, File No. 333-10499 and the Registration Statement on
Form S-6 for Dean Witter Select Equity Trust, Select 10 International
Series 95-1, File No. 33-56389.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. TITLE OF DOCUMENT
23.1b. Consent of Deloitte & Touche LLP
27. Financial Data Schedule
<PAGE>
<PAGE>
EXHIBIT 23.1b.
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated May 15, 1997, 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 21,1997
New York, New York
<TABLE> <S> <C>
<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-31-1997
<PERIOD-START> Apr-1-1996
<PERIOD-END> Mar-31-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 9,123,328
<INVESTMENTS-AT-VALUE> 11,432,360
<RECEIVABLES> 61,539
<ASSETS-OTHER> 90,891
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 11,584,790
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 23,552
<TOTAL-LIABILITIES> 23,552
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,113,046
<SHARES-COMMON-STOCK> 12,205,744
<SHARES-COMMON-PRIOR> 14,138,347
<ACCUMULATED-NII-CURRENT> 128,878
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,309,032
<NET-ASSETS> 11,561,238
<DIVIDEND-INCOME> 825,959
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 33,536
<NET-INVESTMENT-INCOME> 792,423
<REALIZED-GAINS-CURRENT> 725,053
<APPREC-INCREASE-CURRENT> (1,497,160)
<NET-CHANGE-FROM-OPS> 20,320
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 801,504
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 931,391
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 2,279,000
<SHARES-REINVESTED> 346,397
<NET-CHANGE-IN-ASSETS> (3,677,376)
<ACCUMULATED-NII-PRIOR> 169,008
<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>
