<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 1994
REGISTRATION NO. 33-33383
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-6
------------------------------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
------------------------------------------
A. EXACT NAME OF TRUST:
DEFINED ASSET FUNDS--
EQUITY INCOME FUND
CONCEPT SERIES--
TELECOMMUNICATIONS UTILITY TRUST
(A UNIT INVESTMENT TRUST)
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY SHEARSON INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
UNIT INVESTMENT TRUST
DIVISION
POST OFFICE BOX 9051
PRINCETON, N.J.
08543-9041 SMITH BARNEY SHEARSON
INC.
TWO WORLD TRADE CENTER
101ST FLOOR
NEW YORK, N.Y. 10048
PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES DEAN WITTER REYNOLDS INC.
1285 AVENUE OF THE INCORPORATED TWO WORLD TRADE
AMERICAS ONE SEAPORT PLAZA CENTER--59TH FLOOR
NEW YORK, N.Y. 10019 199 WATER STREET NEW YORK, N.Y. 10048
NEW YORK, N.Y. 10292
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ. THOMAS D. HARMAN, ESQ. LEE B. SPENCER, JR.
P.O. BOX 9051 388 GREENWICH STREET ONE SEAPORT PLAZA
PRINCETON, N.J. NEW YORK, N.Y. 10013 199 WATER STREET
08543-9051 NEW YORK, N.Y. 10292
COPIES TO:
PHILIP BECKER ROBERT E. HOLLEY PIERRE DE SAINT PHALLE,
130 LIBERTY STREET--29TH 1200 HARBOR BLVD. ESQ.
FLOOR WEEHAWKEN, N.J. 07087 450 LEXINGTON AVENUE
NEW YORK, N.Y. 10006 NEW YORK, N.Y. 10017
The issuer has registered an indefinite number of Units under the Securities Act
of 1933 pursuant to Rule 24f-2 and filed the Rule 24f-2 Notice for the most
recent fiscal year on February 17, 1994.
Check box if it is proposed that this filing will become effective on March 25,
1994 pursuant to paragraph (b) of Rule 485. / x /
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
DEFINED
ASSET FUNDSSM
EQUITY
INCOME FUND
- ---------------------------------------------------
CONCEPT SERIES
TELECOMMUNICATIONS
UTILITY TRUST
(A UNIT INVESTMENT TRUST)
PROSPECTUS, PART A
DATED MARCH 25, 1994
SPONSORS:
Merrill Lynch,
Pierce, Fenner & Smith Inc.
Smith Barney Shearson Inc.
PaineWebber Incorporated
Prudential Securities Incorporated
Dean Witter Reynolds Inc.
This Defined Fund is a portfolio of preselected securities, formed for the
purpose of obtaining capital appreciation and current income through investment
in a diversified portfolio of common stocks issued by domestic and international
companies which are engaged in a wide range of telecommunications activities.
These activities include the provision of local, long distance and cellular
telecommunications services and to a lesser extent, the manufacture of
telecommunications equipment.
As of the Initial Date of Deposit these companies were considered to have
potential for appreciation in the intermediate term due to expected continuing
demand for business and basic telecommunications services, ongoing technological
innovations and the expected continued growth in the use of telephone lines,
facsimile machines, cellular phones, personal computers and modems.
Minimum purchase: 100 Units.
Minimum purchase for
Individual Retirement Accounts: 25 Units.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
NOTE: PART A OF THIS PROSPECTUS MAY NOT BE DISTRIBUTED
UNLESS ACCOMPANIED BY DEFINED ASSET FUNDS--EQUITY INCOME FUND PROSPECTUS, PART
B.
This Prospectus consists of two parts. The first includes an Investment Summary
and certified financial statements of the Fund, including the related securities
portfolio; the second contains a general summary of the Fund.
- --------------------------------------------------------------------------------
Read and retain both parts of this Prospectus for future reference.
<PAGE>
DEFINED ASSET FUNDSSM is America's oldest and largest family of unit investment
trusts with over $90 billion sponsored since 1970. Each Defined Fund is a
portfolio of preselected securities. The portfolio is divided into 'units'
representing equal shares of the underlying assets. Each unit receives an equal
share of income and principal distributions.
With Defined Asset Funds you know in advance what you are investing in and that
changes in the portfolio are limited. Most defined bond funds pay interest
monthly and repay principal as bonds are called, redeemed, sold or as they
mature. Defined equity funds offer preselected stock portfolios with defined
termination dates.
Your financial advisor can help you select a Defined Fund to meet your personal
investment objectives. Our size and market presence enable us to offer a wide
variety of investments. Defined Funds are available in the following types of
securities: municipal bonds, corporate bonds, government bonds, utility stocks,
growth stocks, even international securities denominated in foreign currencies.
Termination dates are as short as one year or as long as 30 years. Special funds
are available for investors seeking extra features: insured funds, double and
triple tax-free funds, and funds with 'laddered maturities' to help protect
against rising interest rates. Defined Funds are offered by prospectus only.
- --------------------------------------------------------------------------------
CONTENTS
Investment Summary.......................................... A-3
Accountants' Opinion Relating to the Fund................... D-1
Statement of Condition...................................... D-2
Portfolio................................................... D-6
A-2
<PAGE>
DEFINED ASSET FUNDS--EQUITY INCOME FUND,
CONCEPT SERIES, TELECOMMUNICATIONS UTILITY TRUST
INVESTMENT SUMMARY AS OF DECEMBER 31, 1993 (THE EVALUATION DATE)
NUMBER OF UNITS-- 3,077,806
FRACTIONAL UNDIVIDED INTEREST IN FUND REPRESENTED BY EACH
UNIT-- 1/3,077,806th
PUBLIC OFFERING PRICE PER 100 UNITS*
Aggregate value of Securities in Fund+...............$ 36,916,890
-----------------
Divided by Number of Units (times 100)...............$ 1,199.45
Plus sales charge of 2.00%** of Public Offering Price
(2.040% of net amount invested in Securities)..... 24.47
Public Offering Price per 100 Units..................$ 1,223.92
-----------------
-----------------
(Plus cash
adjustments and
the amount in the
Income
Account***)
SPONSORS' REPURCHASE PRICE PER 100 UNITS AND REDEMPTION
PRICE PER 100 UNITS*
(based on net asset value of the Fund) $24.47 less
than Public Offering Price per 100 Units $ 1,199.45
(Plus cash
adjustments and
the amount in the
Income
Account***)
LIQUIDATION PERIOD****
Beginning on December 18, 1995 until no later
than the Mandatory Termination Date ('the
Liquidation Period').
QUARTERLY INCOME DISTRIBUTIONS
Distributions of income, if any, will be paid on the 25th day of March, June,
September and December of each year to holders of record on the 10th day of
March, June, September and December, respectively. In order to meet certain
tax requirements the Fund may make a special distribution of income including
capital gains to Holders of record as of a date in December.
CAPITAL DISTRIBUTIONS
No distribution (other than distributions of capital gains) need be made from
Capital Account if the balance is less than $5.00 per 100 Units (see
Administration of the Fund--Accounts and Distributions)
EVALUATION TIME
4:00 P.M., New York Time
TRUSTEE'S ANNUAL FEE AND EXPENSES++
$2.18 per 100 Units (see Expenses and Charges)
PORTFOLIO SUPERVISION FEE+++
Maximum of $.25 per 100 Units (see Expenses and Charges)
MINIMUM VALUE OF FUND
Trust Indenture may be terminated if value of Fund is less than 40% of the
value of the Securities when deposited in the Portfolio. As of the Evaluation
Date the Value of the Fund is 111% of the value of the Securities on the
dates of their deposit.
MANDATORY TERMINATION DATE
January 25, 1996.
NUMBER OF ISSUES OF COMMON STOCK++++..................... 21
NUMBER OF ISSUERS BY INDUSTRY SECTOR+++++
Cellular Telephone Companies......................... 1
Regional Bell Holding Companies...................... 6
Independent Telephone Companies...................... 7
International Telephone Companies.................... 4
Long Distance Carriers............................... 2
Telecommunications Equipment Companies............... 1
NUMBER OF ISSUERS OPERATING MAINLY IN:
United Kingdom....................................... 2
Canada............................................... 1
Spain................................................ 1
PERCENTAGE OF PORTFOLIO+++++ CONCENTRATED IN THE
TELECOMMUNICATIONS INDUSTRY............................ 100%
PERCENTAGE OF PORTFOLIO ISSUED AS ADRS................... 14%
- ------------------
*These figures assume a purchase of 100 Units. The price of a single Unit,
or any multiple thereof, is calculated simply by dividing the Public
Offering Price per 100 Units, above, by 100 and multiplying by the number
of Units.
**Effective on January 21, 1993, the sales charge applicable for this Fund
was reduced for all purchases to 2.00% of the public offering price
(2.040% of the net amount invested). The minimum purchase will remain 100
Units (25 Units for purchases by individual retirement accounts). Units
purchased at the reduced sales charge will not be eligible for the
Exchange Option.
***For Units purchased or redeemed on the Evaluation Date, the amount in the
Income Account is approximately equal to the undistributed net investment
income of the Fund (see Statement of Condition on p. D-2) divided by the
number of outstanding Units, plus any amount per Unit added to the Income
Account to the expected date of settlement (5 business days after
purchase or redemption). The amount of the cash adjustment which is added
is equal to the cash per Unit in the Capital Account not allocated to the
purchase of specific Securities (see Public Sale of Units--Public
Offering Price and Redemption in Part B).
****See Administration of the Fund--Termination in Part B.
+On the Initial Date of Deposit (January 22, 1991), the aggregate value
of Securities in the Fund was $366,662.50. Cost of Securities is set
forth under Portfolio.
++Of this amount the Trustee receives annually for its service as Trustee
$.95 per 100 Units. The Trustee's Annual Fee and Expenses also includes
the Portfolio Supervision Fee set forth herein.
+++The Sponsors also may be reimbursed for their costs of bookkeeping and
administrative services to the Fund. Portfolio supervision fees
deducted in excess of portfolio supervision expenses may be used for
this reimbursement. Additional deductions for this purpose are
currently estimated not to exceed an annual rate of $0.10 per 100
Units.
++++See Risk Factors in Part B.
+++++See Risk Factors--Telecommunications Industry in Part B.
A-3
<PAGE>
DEFINED ASSET FUNDS--EQUITY INCOME FUND,
CONCEPT SERIES, TELECOMMUNICATIONS UTILITY TRUST
THE TELECOMMUNICATIONS INDUSTRY
The following information supplements that found under the same heading in
Part B:
Cellular and cable companies provide wireless services including paging,
dispatch and cellular services throughout the U.S. Most of the RBOCs, as well as
long distance companies, are seeking to increase their share of the cellular
market in view of perceived future growth prospects. It is unclear what effect,
if any, increased competition between wireless and traditional services will
have on the telecommunications industry proposed mergers. Other potential
competition for local service has also developed. The deregulated cellular
telephone industry has a limited operating history and there is significant
uncertainty regarding its future, particularly with regard to increased
competition, the continued growth in the number of customers, the usage and
pricing of cellular services, and the cost of providing cellular services,
including the cost of attracting new customers, developing new technology and
the ability to obtain licenses to provide cellular services. Recent industry
developments, such as the proposed purchase of McCaw Cellular Communications
Inc., the largest U.S. cellular carrier, by AT&T, may provide increased
competition and reduced revenues from cellular service for RBOCs and independent
telephone companies. The uncertain outcomes of future labor agreements and
employee and retiree benefit costs may also have a negative impact on
profitability. Telephone usage, and therefore revenues, could also be adversely
affected by any sustained economic recession. Each of these problems would
adversely affect the profitability of the telecommunications issuers of the
Securities in the Fund and their ability to meet their obligations.
Telecommunications equipment companies design, manufacture, and distribute
telecommunication equipment such as central office switching equipment,
switches, displays, mobile and cellular equipment and systems, network
transmission equipment, PBXs, satellite, microwave, antennas, and digital
communication networks. Growth of these companies may result from telephone
service industry expansion, modernization requirements and possible new
technology such as interactive television. As less developed countries modernize
their telecommunications infrastructure, the demand for these products
increases. This segment of the industry is subject to rapidly changing
technology and the risk of technological obsolescense although it is generally
not subject to regulation as other telecommunications issuers are.
SPONSORS--
The following information supplements that appearing under Sponsors in Part
B.
Smith Barney Shearson Inc., an investment banking and securities
broker-dealer firm, is an indirect wholly-owned subsidiary of The Travelers Inc.
Shearson, Lehman Brothers Inc. ('Shearson') and certain of its predecessors were
underwriters beginning in 1962 and co-Sponsors from 1965 to 1967 and from 1980
to 1993 of various Defined Asset Funds. As a result of the acquisition of
certain of Shearson's assets by Smith Barney, Harris Upham & Co., Incorporated
and Primerica Corporation (now The Travelers Inc.). Smith Barney Shearson Inc.
now serves as co-Sponsor of various Defined Asset Funds.
A-4
<PAGE>
DEFINED ASSET FUNDS - EQUITY INCOME FUND
CONCEPT SERIES, TELECOMMUNICATIONS UTILITY TRUST
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Co-Trustees and Holders
of Defined Asset Funds - Equity Income Fund
Concept Series, Telecommunications Utility Trust:
We have audited the accompanying statement of condition of Defined Asset
Funds - Equity Income Fund Concept Series, Telecommunications Utility
Trust, including the portfolio, as of December 31, 1993 and the related
statements of operations and of changes in net assets for the years ended
December 31, 1993 and 1992 and the period January 23, 1991 to December 31,
1991. These financial statements are the responsibility of the
Co-Trustees. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. Securities owned at December 31, 1993, as shown in such
portfolio, were confirmed to us by Investors Bank & Trust Company, a
Co-Trustee. An audit also includes assessing the accounting principles
used and significant estimates made by the Co-Trustees, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Defined Asset Funds -
Equity Income Fund Concept Series, Telecommunications Utility Trust at
December 31, 1993 and the results of its operations and changes in its net
assets for the above-stated periods in conformity with generally accepted
accounting principles.
DELOITTE & TOUCHE
NEW YORK, N.Y.
February 21, 1994
D - 1
<PAGE>
DEFINED ASSET FUNDS - EQUITY INCOME FUND
CONCEPT SERIES, TELECOMMUNICATIONS UTILITY TRUST
STATEMENT OF CONDITION
As of December 31, 1993
<TABLE>
<S> <C>
TRUST PROPERTY:
INVESTMENT IN MARKETABLE SECURITIES - AT VALUE (COST $30,801,967) (NOTE 1)................................. $ 36,916,890
CASH PRINCIPAL............................................................................................. 309
DIVIDENDS RECEIVABLE....................................................................................... 197,835
PREPAID EXPENSES........................................................................................... 3,140
-------------
TOTAL TRUST PROPERTY....................................................................................... 37,118,174
LESS LIABILITY:
ADVANCE FROM CO-TRUSTEE...................................................................... $ 149,034
-------------
TOTAL LIABILITY.............................................................................. 149,034
-------------
NET ASSETS, REPRESENTED BY:
3,077,806 UNITS OF FRACTIONAL UNDIVIDED INTEREST OUTSTANDING (NOTE 3)....................... 36,917,199
UNDISTRIBUTED NET INVESTMENT INCOME.......................................................... 51,941
-------------
NET ASSETS..................................................................................... $ 36,969,140
=============
UNITS OUTSTANDING............................................................................................ 3,077,806
=============
NET ASSET VALUE PER UNIT..................................................................................... $ 12.01
=============
See Notes To Financial Statements.
</TABLE>
D - 2
<PAGE>
DEFINED ASSET FUNDS - EQUITY INCOME FUND
CONCEPT SERIES, TELECOMMUNICATIONS UTILITY TRUST
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
January 23,
1991
Year Ended Year Ended to
December 31, December 31, December 31,
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
INVESTMENT INCOME:
DIVIDEND INCOME.............................................................. 1,268,582 1,004,248 415,629
CO-TRUSTEES' FEES AND EXPENSES............................................... (45,829) (47,843) (16,600)
SPONSORS' FEES............................................................... (11,390) (4,625) 0
------------- ------------- -------------
NET INVESTMENT INCOME........................................................ 1,211,363 951,780 399,029
------------- ------------- -------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
NET REALIZED GAIN ON SECURITIES SOLD OR REDEEMED............................. 272,428 0 22,669
UNREALIZED APPRECIATION OF INVESTMENTS....................................... 3,950,913 1,263,980 900,030
------------- ------------- -------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS.............................. 4,223,341 1,263,980 922,699
------------- ------------- -------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................... $ 5,434,704 $ 2,215,760 $ 1,321,728
============= ============= =============
See Notes to Financial Statements.
</TABLE>
D - 3
<PAGE>
DEFINED ASSET FUNDS - EQUITY INCOME FUND
CONCEPT SERIES, TELECOMMUNICATIONS UTILITY TRUST
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
January 23,
1991
Year Ended Year Ended to
December 31, December 31, December 31,
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
OPERATIONS:
NET INVESTMENT INCOME........................................................ $ 1,211,363 $ 951,780 $ 399,029
NET REALIZED GAIN ON SECURITIES SOLD OR REDEEMED............................. 272,428 0 22,669
UNREALIZED APPRECIATION OF INVESTMENTS....................................... 3,950,913 1,263,980 900,030
------------- ------------- -------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS......................... 5,434,704 2,215,760 1,321,728
------------- ------------- -------------
DISTRIBUTIONS TO HOLDERS: (NOTE 2)
INCOME....................................................................... (1,180,911) (1,117,106) (399,243)
PRINCIPAL.................................................................... (169,279) 0 (22,587)
------------- ------------- -------------
TOTAL DISTRIBUTIONS.......................................................... (1,350,190) (1,117,106) (421,830)
------------- ------------- -------------
UNIT TRANSACTIONS:
ISSUANCE OF ADDITIONAL UNITS................................................. 7,635,193 8,449,710 16,816,042
REDEMPTION AMOUNTS - PRINCIPAL............................................... (2,362,696) 0 0
REDEMPTION AMOUNTS - INCOME.................................................. (18,837) 0 0
------------- ------------- -------------
TOTAL UNIT TRANSACTIONS...................................................... 5,253,660 8,449,710 16,816,042
------------- ------------- -------------
NET INCREASE IN NET ASSETS..................................................... 9,338,174 9,548,364 17,715,940
NET ASSETS AT BEGINNING OF PERIOD.............................................. 27,630,966 18,082,602 366,662
------------- ------------- -------------
NET ASSETS AT END OF PERIOD.................................................... $ 36,969,140 $ 27,630,966 $ 18,082,602
============= ============= =============
PER UNIT:
INCOME DISTRIBUTIONS DURING PERIOD........................................... $ 0.3997 $ 0.4644 $ 0.2979
============= ============= =============
PRINCIPAL DISTRIBUTIONS DURING PERIOD........................................ $ 0.0550 $ 0.0000 $ 0.0129
============= ============= =============
NET ASSET VALUE AT END OF PERIOD............................................. $ 12.01 $ 10.50 $ 10.12
============= ============= =============
TRUST UNITS:
REDEEMED DURING PERIOD....................................................... 200,593 0 0
============= ============= =============
ISSUED DURING PERIOD......................................................... 648,130 843,918 1,748,157
============= ============= =============
OUTSTANDING AT END OF PERIOD................................................. 3,077,806 2,630,269 1,786,351
============= ============= =============
See Notes To Financial Statements.
</TABLE>
D - 4
<PAGE>
DEFINED ASSET FUNDS - EQUITY INCOME FUND
CONCEPT SERIES, TELECOMMUNICATIONS UTILITY TRUST
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940 as a
Unit Investment Trust. The following is a summary of significant
accounting policies consistently followed by the Fund in the
preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles.
(a) Securities are stated as market value; for securities listed on a
national exchange, value is based on the closing sales price on
such exchange and for securities not so listed, value is based on
the current bid price on the over-the-counter market. Realized
gains or losses on sales of securities are determined using the
first-in, first-out cost method.
(b) The Fund is not subject to income taxes. Accordingly, no
provision for such taxes is required.
(c) Dividend income is recorded on the ex-dividend date.
2. DISTRIBUTIONS
A distribution of net investment income is made to Holders on the
twenty-fifth day of March, June, September and December of each year.
Receipts other than dividends, after deductions for redemptions and
applicable expenses, are distributed as explained in "Administration
of the Fund - Accounts and Distributions" in this Prospectus, Part B.
3. NET CAPITAL
Cost of 3,278,399 units at Dates of Deposit............ $ 34,439,424
Less sales charge...................................... 1,377,683
-------------
Net amount applicable to Holders....................... 33,061,741
Redemptions of 200,593 units........................... (2,362,696)
Net realized gain on securities sold or redeemed....... 295,097
Net unrealized appreciation of investments............. 6,114,923
Principal distributions................................ (191,866)
-------------
Net capital applicable to Holders...................... $ 36,917,199
=============
4. INCOME TAXES
As of December 31, 1993, net unrealized appreciation of investments,
based on cost for Federal income tax purposes, aggregated $6,114,923,
of which $299,858 related to depreciated securities and $6,414,781
related to appreciated securities. The cost of investment securities
for Federal income tax purposes was $30,801,967 at December 31, 1993.
D - 5
<PAGE>
DEFINED ASSET FUNDS - EQUITY INCOME FUND
CONCEPT SERIES, TELECOMMUNICATIONS UTILITY TRUST
PORTFOLIO
AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
Number of Current Annual or
Shares of Percentage Indicated Dividend
Description of Securities Common Stock of Value Per Share(2)
_________________________ ____________ ________ ____________
<S> <C> <C> <C> <C>
1 Alltel Corp (3) 67,500 5.394% $ 0.88
2 American Telephone & Telegraph Co 28,100 3.996 1.32
3 Ameritech Corp 32,400 6.736 1.92
4 BCE Inc 11,800 1.115 2.02
5 Bell Atlantic Corp 48,600 7.767 2.68
6 BellSouth Corp 40,500 6.349 2.76
7 British Telecommunications P.L.C. (ADR) 26,400 5.086 2.08
8 Century Telephone Enterprises (4) 55,800 3.892 0.31
9 Cincinnati Bell Inc 63,100 3.077 0.80
10 GTE Corp 44,100 4.181 1.88
11 Lincoln Telecommunications Co 46,500 4.660 0.52
12 Northern Telecom Limited 13,500 1.129 0.36
13 Pacific Telesis Group 56,000 8.191 2.18
14 Rochester Telephone Corp 35,600 4.352 1.62
15 Southern New England Telecommunications Corp 46,500 4.550 1.76
16 Southwestern Bell Corp (5) 77,800 8.747 1.51
17 Sprint Corp 70,108 6.599 1.00
18 Compania Telefonica Nacional de Espana, SA (ADR) 53,100 5.610 1.22
19 Telephone and Data Systems 9,300 1.313 0.34
20 US West, Inc 40,300 5.008 2.14
21 Vodafone Group PLC (ADR) 9,300 2.248 1.30
____________
TOTAL
100.000%
============
</TABLE>
D - 6
<PAGE>
DEFINED ASSET FUNDS - EQUITY INCOME FUND
CONCEPT SERIES, TELECOMMUNICATIONS UTILITY TRUST
PORTFOLIO
AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
Description of Securities Cost(1) Value(1)
_________________________ _______ ________
<S> <C> <C> <C>
1 Alltel Corp (3) $ 1,406,425 $ 1,991,250
2 American Telephone & Telegraph Co 1,218,255 1,475,250
3 Ameritech Corp 2,181,800 2,486,700
4 BCE Inc 412,565 411,525
5 Bell Atlantic Corp 2,416,200 2,867,400
6 BellSouth Corp 2,096,437 2,343,937
7 British Telecommunications P.L.C. (ADR) 1,662,195 1,877,700
8 Century Telephone Enterprises (4) 1,278,305 1,436,850
9 Cincinnati Bell Inc 1,302,768 1,135,800
10 GTE Corp 1,456,193 1,543,500
11 Lincoln Telecommunications Co 1,227,625 1,720,500
12 Northern Telecom Limited 548,662 416,812
13 Pacific Telesis Group 2,449,125 3,024,000
14 Rochester Telephone Corp 1,193,418 1,606,450
15 Southern New England Telecommunications Corp 1,551,238 1,679,812
16 Southwestern Bell Corp (5) 2,434,320 3,228,700
17 Sprint Corp 1,781,610 2,436,253
18 Compania Telefonica Nacional de Espana, SA (ADR) 1,689,892 2,070,900
19 Telephone and Data Systems 342,647 484,763
20 US West, Inc 1,555,427 1,848,763
21 Vodafone Group PLC (ADR) 596,860 830,025
_______________ ____________
TOTAL
$ 30,801,967 $ 36,916,890
=============== ============
NOTES:
(1) See Notes to Financial Statements.
(2) Based on the latest quarterly or semiannual declaration.
(3) Includes 100% stock dividend distributed in 1993.
(4) Includes 3 for 2 stock split distributed in 1993.
(5) Includes 2 for 1 stock split distributed in 1993.
</TABLE>
D - 7
<PAGE>
DEFINED
ASSET FUNDSSM
SPONSORS: EQUITY INCOME FUND
Merrill Lynch, Concept Series
Pierce, Fenner & Smith Inc. Telecommunications Utility Trust
Unit Investment Trusts (A Unit Investment Trust)
P.O. Box 9051 PROSPECTUS PART A
Princeton, N.J. 08543-9051 This Prospectus does not contain all of
(609) 282-8500 the information with respect to the
Smith Barney Shearson Inc. investment company set forth in its
Unit Trust Department registration statement and exhibits
Two World Trade Center--101st Floor relating thereto which have been filed
New York, N.Y. 10048 with the Securities and Exchange
1-800-298-UNIT Commission, Washington, D.C. under the
PaineWebber Incorporated Securities Act of 1933 and the
1200 Harbor Boulevard Investment Company Act of 1940, and to
Weehawken, N.J. 07087 which reference is hereby made.
(201) 902-3000 No person is authorized to give any
Prudential Securities Incorporated information or to make any
One Seaport Plaza representations with respect to this
199 Water Street investment company not contained in this
New York, N.Y. 10292 Prospectus; and any information or
(212) 776-1000 representation not contained herein must
Dean Witter Reynolds Inc. not be relied upon as having been
Two World Trade Center--59th Floor authorized. This Prospectus does not
New York, N.Y. 10048 constitute an offer to sell, or a
(212) 392-2222 solicitation of an offer to buy,
INDEPENDENT ACCOUNTANTS: securities in any state to any person to
Deloitte & Touche whom it is not lawful to make such offer
1633 Broadway in such state.
3rd Floor
New York, N.Y. 10019
CO-TRUSTEES:
The First National Bank of Chicago
Investors Bank & Trust Company
P.O. Box 1537
Boston, MA 02205-1537
1-800-338-6019
11464--3/94
<PAGE>
DEFINED ASSET FUNDS--EQUITY INCOME FUND
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment to the Registration Statement on Form S-6
comprises the following papers and documents:
The facing sheet of Form S-6.
The cross-reference sheet (incorporated by reference to the Cross-Reference
Sheet to Post-Effective Amendment No. 5 to the Registration Statement on Form
S-6 of The Equity Income Fund, Fifth Utility Common Stock Series, 1933 Act File
No. 2-68660).
The Prospectus.
The Signatures.
The following exhibits:
1.1.1--Form of Standard Terms and Conditions of Trust Effective as of
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
Registration Statement of Municipal Investment Trust Fund, Multi-
state Series--48, 1933 Act File No. 33-50247).
5.1--Consent of independent accountants.
R-1
<PAGE>
DEFINED ASSET FUNDS--EQUITY INCOME FUND
CONCEPT SERIES TELECOMMUNICATION UTILITY TRUST
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
DEFINED ASSET FUNDS--EQUITY INCOME FUND, CONCEPT SERIES TELECOMMUNICATION
UTILITY TRUST (A UNIT INVESTMENT TRUST), CERTIFIES THAT IT MEETS ALL OF THE
REQUIREMENTS FOR EFFECTIVENESS OF THIS REGISTRATION STATEMENT PURSUANT TO RULE
485(B) UNDER THE SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT OR AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK AND STATE
OF NEW YORK ON THE 16TH DAY OF MARCH, 1994.
SIGNATURES APPEAR ON PAGES R-3, R-4, R-5, R-6 AND R-7.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Smith Barney
Shearson Inc. has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.
A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Prudential
Securities Incorporated has signed this Registration Statement or Amendment to
the Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Board of Directors of Merrill Form SE and the following 1933 Act
Lynch, Pierce, File
Fenner & Smith Incorporated: Number: 33-43466
HERBERT M. ALLISON, JR.
BARRY S. FREIDBERG
EDWARD L. GOLDBERG
STEPHEN L. HAMMERMAN
JEROME P. KENNEY
DAVID H. KOMANSKY
DANIEL T. NAPOLI
THOMAS H. PATRICK
JOHN L. STEFFENS
DANIEL P. TULLY
ROGER M. VASEY
ARTHUR H. ZEIKEL
By
ERNEST V. FABIO
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)
R-3
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR
By the following persons, who constitute Powers of Attorney have been filed
a majority of under Form SE and the following 1933
the Board of Directors of Prudential Act File Number: 33-41631
Securities Incorporated:
JAMES T. GAHAN
ALAN D. HOGAN
HOWARD A. KNIGHT
GEORGE A. MURRAY
LELAND B. PATON
HARDWICK SIMMONS
By
RICHARD R. HOFFMANN
(As authorized signatory for Prudential Securities
Incorporated and Attorney-in-fact for the persons listed above)
R-4
<PAGE>
SMITH BARNEY SHEARSON INC.
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Executive Committee of the Board of Directors of have been filed
Smith Barney Shearson Inc.: under the 1933 Act
File Number:
33-49753
RONALD A. ARTINIAN
STEVEN D. BLACK
JAMES DIMON
ROBERT DRUSKIN
TONI ELLIOTT
LEWIS GLUCKSMAN
THOMAS GUBA
JOHN B. HOFFMAN
A. RICHARD JANIAK, JR.
ROBERT Q. JONES
JEFFREY LANE
JACK H. LEHMAN III
JOEL N. LEVY
HOWARD D. MARSH
WILLIAM J. MILLS II
JOHN C. MORRIS
A. GEORGE SAKS
BRUCE D. SARGENT
MELVIN B. TAUB
JACQUES S. THERIOT
STEPHEN J. TREADWAY
PAUL UNDERWOOD
By
GINA LEMON
(As authorized signatory for
Smith Barney Shearson Inc. and
Attorney-in-fact for the persons listed above)
R-5
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR
By the following persons, who constitute Powers of Attorney have been filed
a majority of under Form SE and the following 1933
the Board of Directors of Dean Witter Act File Number: 33-17085
Reynolds Inc.:
NANCY DONOVAN
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
STEPHEN R. MILLER
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By
MICHAEL D. BROWNE
(As authorized signatory for Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)
R-6
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR
By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Executive Committee of the Board Form SE and the following 1933 Act
of Directors of PaineWebber File
Incorporated: Number: 33-28452
JOHN A. BULT
PAUL B. GUENTHER
DONALD B. MARRON
RONALD M. SCHWARTZ
JAMES C. TREADWAY
By
LINDA M. BUCKLEY
(As authorized signatory for PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-7
<PAGE>
DEFINED ASSET FUNDS--
EQUITY INCOME FUND
CONCEPT SERIES
TELECOMMUNICATIONS UTILITY TRUST
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Co-Trustees
of Defined Asset Funds--Equity Income Fund, Concept Series Telecommunications
Utility Trust:
We hereby consent to the use in Post-Effective Amendment No. 3 to Registration
Statement No. 33-33383 of our opinion dated February 21, 1994 relating to the
financial statements of Defined Asset Funds--Equity Income Fund, Concept
Series--Telecommunications Utility Trust and to the reference to us under the
heading 'Auditors' in the Prospectus which is a part of this Registration
Statement.
DELOITTE & TOUCHE
New York, N.Y.
March 16, 1994
<PAGE>
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
March 16, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We hereby represent that the Post-Effective Amendments to the registered
unit investment trusts described in Exhibit A attached hereto do not contain
disclosures which would render them ineligible to become effective pursuant to
Rule 485(b) under the Securities Act of 1933.
Very truly yours,
Davis Polk & Wardwell
Attachment
<PAGE>
EXHIBIT A
<TABLE>
<CAPTION>
1933 ACT 1940 ACT
FUND NAME CIK FILE NO. FILE NO.
- --------- --- -------- --------
<S> <C> <C> <C>
DEFINED ASSET FUNDS-MITF AMT MPS-9 858772 33-38158 811-1777
DEFINED ASSET FUNDS-EIF UCSS-8 766703 2-97186 811-3044
DEFINED ASSET FUNDS-GSIF GNMA SERIES 1A 781272 33-04240 811-2810
DEFINED ASSET FUNDS-GSIF MPUSTS-13 781825 33-42923 811-2810
DEFINED ASSET FUNDS-GSIF MPUSTS-15 893109 33-49181 811-2810
DEFINED ASSET FUNDS-MITF IS-44 770687 2-98313 811-1777
DEFINED ASSET FUNDS-MITF IS-45 788961 2-98483 811-1777
DEFINED ASSET FUNDS-MITF IS-79 780969 33-07047 811-1777
DEFINED ASSET FUNDS-MITF IS-81 780977 33-07576 811-1777
DEFINED ASSET FUNDS-MITF IS-162 803805 33-37731 811-1777
DEFINED ASSET FUNDS-MITF IS-175 803836 33-43742 811-1777
DEFINED ASSET FUNDS-CIF ITS-41 883652 33-48983 811-2295
DEFINED ASSET FUNDS-MITF ITS-83 780592 33-06322 811-1777
DEFINED ASSET FUNDS-MITF ITS-97 780626 33-16071 811-1777
DEFINED ASSET FUNDS-MITF ITS-170 868084 33-38084 811-1777
DEFINED ASSET FUNDS-MITF MPS-470 781924 33-24691 811-1777
DEFINED ASSET FUNDS-MITF MPS-471 781925 33-24757 811-1777
DEFINED ASSET FUNDS-MITF MPS-506 803713 33-37730 811-1777
DEFINED ASSET FUNDS-MITF MPS-523 892738 33-49223 811-1777
DEFINED ASSET FUNDS-MITF MSS 1K 771479 2-98482 811-1777
DEFINED ASSET FUNDS-MITF MSS-23 892848 33-49233 811-1777
DEFINED ASSET FUNDS-MITF MSS-24 892849 33-49237 811-1777
DEFINED ASSET FUNDS-MITF MSS 2H 780468 33-06323 811-1777
DEFINED ASSET FUNDS-MITF MSS 5D 836063 33-24759 811-1777
DEFINED ASSET FUNDS-MITF MSS 8C 868134 33-38083 811-1777
DEFINED ASSET FUNDS-MITF MSS 8D 868135 33-38157 811-1777
DEFINED ASSET FUNDS-MITF MSS 8E 868136 33-38261 811-1777
DEFINED ASSET FUNDS-MITF MSS 9S 868190 33-43311 811-1777
DEFINED ASSET FUNDS-MITF NYS-7 277259 2-60034 811-1777
DEFINED ASSET FUNDS-EIF CONCEPT SERIES TELECOM 854564 33-33383 811-3044
TOTAL: 30 FUNDS
</TABLE>
