<PAGE>
As filed with the Securities and Exchange Commission on April 28, 1999
Registration No. 333-76661
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
To
Form S-6
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FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
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A. Exact name of trust:
THE MERRILL LYNCH FUND OF
STRIPPED ('ZERO') U.S. TREASURY SECURITIES,
SERIES L
B. Names of depositor:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
C. Complete addresses of depositor's principal executive offices:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
DEFINED ASSET FUNDS
Post Office Box 9051
Princeton, NJ 08543-9051
D. Names and complete addresses of agent for service:
Copies to:
TERESA KONCICK, ESQ.
P.O. Box 9051
Princeton, N.J.
08543-9051
PIERRE DE SAINT PHALLE,
ESQ.
450 Lexington Avenue
New York, N.Y. 10017
E. Title of Securities Being Registered:
An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
F. Approximate date of proposed sale to public.
As soon as practicable after the effective date of the registration statement.
/ x / Check box if it is proposed that this registration statement will become
effective on April 30, 1999 pursuant to Rule 487.
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<PAGE>
Defined Asset FundsSM
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The Merrill Lynch Fund of Stripped
('Zero') U.S. Treasury Securities,
Series L
o Portfolio of 'Zero Coupon' U.S. Treasury
Securities
o Designed for Safety of Capital and High Yield
to Maturity
o Units sold to Separate Accounts to Fund
Benefits under Variable Life Insurance
Policies
-------------------------------------------------
The Securities and Exchange Commission has not
approved or disapproved these Securities or
Sponsor: passed upon the adequacy of this prospectus. Any
Merrill Lynch, representation to the contrary is a criminal
Pierce, Fenner & Smith offense.
Incorporated Prospectus dated April 30, 1999.
<PAGE>
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Contents
Page
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Risk/Return Summary and Portfolio....................... 3
What You Can Expect From Your Investment................ 5
Distributions at Maturity............................ 5
Records and Reports.................................. 5
The Risk You Face....................................... 5
Price Risk........................................... 5
Selling or Exchanging Units............................. 5
Sponsor's Secondary Market........................... 5
Selling Units to the Trustee......................... 5
How The Fund Works...................................... 6
Pricing.............................................. 6
Evaluations.......................................... 6
Income............................................... 6
Expenses............................................. 6
Portfolio Changes.................................... 6
Termination.......................................... 7
Certificates......................................... 7
Trust Indenture...................................... 7
Legal Opinion........................................ 8
Auditors............................................. 8
Sponsor.............................................. 8
Trustee.............................................. 8
Sponsors's Profits................................... 8
Code of Ethics....................................... 9
Year 2000 Issues..................................... 9
Taxes................................................... 9
Supplemental Information................................ 9
Statement of Condition.................................. 10
2
<PAGE>
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Risk/Return Summary
1. What is the Fund's Objective?
The Fund seeks safety of capital and high yield to maturity
by investing primarily in fixed portfolios of Stripped U.S.
Treasury securities.
Units are offered only to separate accounts to fund the
benefits under variable insurance policies issued by
Monarch Life Insurance Company, Merrill Lynch Life
Insurance Company and ML Life Insurance Company of New
York. These Accounts invest in units in accordance with
allocation instructions received by policyowners.
Accordingly, the interests of a policyowner in the units
are subject to the terms of the insurance policy.
The rights of the Accounts as holders of units should be
distinguished from the rights of the policyowners. Please
review the accompanying prospectus for the insurance
policies, which describes the rights of and risks to
policyowners. The term 'you' in this Prospectus refers to
the Accounts (or the Sponsor if it holds units).
2. What are Stripped U.S. Treasury Securities?
These are debt obligations directly issued by the U.S.
Treasury. They do not make any periodic payments of
interest before maturity and are priced at a deep discount
from face amount. They pay a fixed amount of principal at
maturity.
3. What is the Fund's Investment Strategy?
o The Fund consists of one unit investment trust. The trust
is designated by the year in which its Stripped Treasury
securities mature. The trust also contains an
interest-bearing U.S. Treasury note to provide income to
pay the trust's expenses.
o Unlike a mutual fund, the portfolios of these unit
investment trusts are not managed.
o For each unit purchased, you will receive a total
distribution of approximately $1,000 for units held until
maturity of the underlying securities in the trust.
o The securities in the Fund but not the Fund or the units
are backed by the full faith and credit of the United
States.
o 100% of the trust consists of U.S. Treasury securities.
4. What are the Significant Risks?
You can lose money. This can happen for various reasons,
including:
o Rising interest rates can reduce the value of the units.
o Since each portfolio is priced at a deep discount from face
amount, unit prices may be subject to greater fluctuations
in response to changing interest rates. This risk is greater
than on debt securities that pay interest currently and
increases when the time to maturity is longer.
o If units are sold before the underlying securities mature,
the value of your units may decrease, because market prices
of the securities before maturity will vary with changes in
interest rates and other factors.
5. Is this Fund Appropriate for You?
Yes, if you want safety of capital with a locked-in yield to
maturity. You benefit from a portfolio of U.S. government
securities with fixed returns and a stated maturity.
The Fund is not appropriate for you if you want current
income or a speculative investment that changes to take
advantage of market movements.
3
<PAGE>
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ON THE INITIAL DATE OF DEPOSIT, APRIL 28, 1999
PORTFOLIO OF SERIES L
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<TABLE>
<CAPTION>
Cost
Portfolio No. and Title of Face to Portfolio
Securities Contracted for (1) Coupon Amount Maturities (2)
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2019 Trust
<S> <C> <C> <C> <C>
1 Stripped Treasury Securities
(3) 0% $ 389,000 2/15/19 $ 119,968.77
2 U.S. Treasury Note 8.875% 1,523 2/15/19 2,067.47
----------- --------------
$ 390,523 $ 122,036.24
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----------- --------------
</TABLE>
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NOTES
(1) All Securities are represented by contracts to purchase such Securities,
which were entered into by the Sponsor on April 27, 1999. All contracts are
expected to be settled by the initial settlement date for Units.
(2) Evaluation of Securities by the Evaluator made on the basis of current offer
side evaluation. The following table sets forth the amount by which the
offer side evaluation is greater than the current bid side evaluation of the
Securities (the basis on which Redemption Price per Unit is determined--see
Selling or Exchanging Units. Sponsor's loss on deposit was $269.15.
<TABLE>
<CAPTION>
Aggregate bid side Amount by which
evaluation of Securities aggregate offer side
on the Initial evaluation is greater than % of aggregate
Trust Date of Deposit aggregate bid side evaluation face amount
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
2019 $ 121,574.71 $ 461.53 0.12%
</TABLE>
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(3) See 'The Risk You Face--Price Risk'.
------------------------------------
Please note that if this prospectus is used as a preliminary
prospectus
for a future fund in this Series, the Portfolio will contain
different
securities from those described above.
<PAGE>
6. Is the Fund Managed?
Unlike a mutual fund, the Fund is not managed and
securities are not sold because of market changes. To lock
in the yield on the purchase date, a trust holds securities
to maturity unless sales are needed to raise cash for
redemptions.
7. How do I Buy Units?
Each Account buys units from the Sponsor. There is no
minimum investment.
Unit price is based on the net asset value of the trust
plus the applicable transaction charge shown below. Any
principal cash, and any net accrued but undistributed
interest on the unit is added to the unit price. An
independent evaluator prices the securities at their offer
side values at 3:30 p.m. Eastern time each business day.
Unit price varies daily with changes in the prices of the
securities in the trust.
8. How do I Sell Units?
An Account may sell units at any time to the Sponsor or the
Trustee for the net asset value determined at the close of
business on the date of sale. You will not pay any fee when
you sell your units.
9. How are Distributions Made and Taxed?
Stripped Treasury securities do not pay interest until they
mature; consequently, you should not expect any
distributions of interest income. When the Stripped
Treasury security matures, the proceeds will be distributed
to the Accounts. A distribution will be made in cash two
business days following the maturity of the Stripped
Treasury security.
The Accounts (not the policyowners) have significant
amounts of income attributed to them annually as original
issue discount is accrued on the Stripped Treasury
securities.
10. What are the Fund's Fees and Expenses?
This table shows the costs and expenses the Accounts may
pay, directly or indirectly, when they invest in the Fund.
Transaction Charges
The insurance company initially pays a transaction charge
to the Sponsor on the units sold to an Account. The
insurance company intends to recover this amount through an
asset charge. See the accompanying prospectus for the
insurance policies for futher information. The transaction
charge is based on the remaining years to maturity of the
Stripped Treasury security:
Percent of
Offer
Remaining Years to Maturity Price
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Less than 2 years............................... 0.25%
At least 2 years but less than 3 years.......... 0.50
At least 3 years but less than 5 years.......... 0.75
At least 5 years but less than 8 years.......... 1.00
At least 8 years but less than 13 years......... 1.50
At least 13 years but less than 18 years........ 1.75
18 years or more................................ 2.00
Unit Price (as of April 27, 1999)
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Series L
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2019
Trust
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Net asset value (based on offer side
evaluation of underlying Securities) $ 312.49
Plus transaction charge $ 3.19
Unit price per 1,000 Units $ 315.68
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Trustee's Annual Operating Fee and Expenses
Per $1,000 face amount of underlying Securities
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Series L
2019
Trust
$0.35
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<PAGE>
What You Can Expect From Your Investment
Distributions at Maturity
5
<PAGE>
Each trust normally holds any net income and principal received until the
Stripped Treasury security matures. However, the Trustee may distribute any
available balances in the Income and Capital Accounts once a year, as instructed
by the Sponsor.
Records and Reports
The Accounts receive:
o with any distribution, a statement of income and other payments;
o an annual report on Fund transactions; and
o annual tax information. This also is sent to the IRS.
You will receive audited financial statements of the Fund once a year.
The Risk You Face
Price Risk
Investing involves risks, including the risk that your investment before
maturity will decline in value if interest rates rise. Generally, the price of
Stripped Treasury securities fluctuates more widely than prices of debt
securities that pay interest currently. Also, securities with longer maturities
will change in value more than securities with shorter maturities. Of course, we
cannot predict how interest rates may change.
Selling or Exchanging Units
Sponsor's Secondary Market
We have agreed to buy back units at their offer side value without any fee or
charge. We may resell the units to an Account or to the Trustee.
Selling Units to the Trustee
If we fail to maintain a secondary market, an Account can sell units to the
Trustee at any time at a price based on the lower bid side evaluation of the
securities in the trust. It must deliver instructions to the Trustee (with
coordinated delivery or assignment of any outstanding certificates if issued).
Within seven days after receiving a redemption request in proper form, the
Trustee will transmit the proceeds as directed by the redemption instructions.
An Account may opt to receive securities rather than cash. Contact the Trustee
for additional information.
If the trust does not have cash available to pay for units redeemed, the Sponsor
will select securities to be sold, based on market and credit factors. These
sales could be made at times when the securities would not otherwise be sold and
may result in receiving less than the unit par value and also reduce the size
and diversity of the trust.
Payments for units could be delayed:
o if the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
o if the SEC determines that trading on the New York Stock Exchange is
restricted or that an emergency exists making sale or evaluation of the
bonds not reasonably practicable; and
o for any other period permitted by SEC order.
How The Fund Works
Pricing
The price of a unit includes interest accrued on the securities, less expenses,
up to, but not including, the settlement date, which is usually
6
<PAGE>
the business day after purchase of the unit.
Evaluations
An independent Evaluator values the securities on each business day (excluding
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Presidents' Day, Martin Luther King, Jr. Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas;
and the following federal holidays: Columbus Day and Veterans Day). Values are
based on current offer prices for the securities or comparable bonds.
Income
The Trustee credits interest to an Income Account and other receipts to a
Capital Account. The Trustee may establish a Reserve Account by withdrawing from
these accounts amounts it considers appropriate to pay any material liability.
These accounts do not bear interest.
Expenses
The Trustee is paid semi-annually. It also benefits when it holds cash for a
trust in non-interest bearing accounts. The Trustee may also receive additional
amounts:
o to reimburse the Trustee for the trust's operating expenses;
o for extraordinary services and costs of indemnifying the Trustee and the
Sponsor;
o costs of actions taken to protect a trust and other legal fees and
expenses;
o termination expenses and any governmental charges.
The trusts also pay the Evaluator's fees.
The Trustee's and Evaluator's fees may be adjusted for inflation without
investors' approval.
If trust expenses exceed initial estimates, the trust will owe the excess. The
Trustee has a lien on trust assets to secure reimbursement of trust expenses and
may sell bonds if cash is not available.
Portfolio Changes
The Sponsor and Trustee are not liable for any default or defect in a security.
Unlike a mutual fund, the portfolio is designed to remain intact and we may keep
securities in the portfolio even if adverse financial circumstances occur.
However, we may sell a security in certain cases if we believe that certain
adverse credit or other conditions exist.
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which will affect the size
and composition of the portfolio. Units offered in the secondary market may not
represent the same face amount of securities that they did originally.
We decide whether or not to offer units for sale that we acquire in the
secondary market after reviewing:
o diversity of the portfolio;
o size of the trust relative to its original size;
o level of trust expenses;
o yield to maturity;
o degree to which units may be selling at a premium over par; and
o cost of maintaining a current prospectus.
7
<PAGE>
Termination
Each trust terminates following the stated maturity or sale of the last security
in its portfolio. A trust may also terminate earlier with the consent of
investors holding 51% of the units or if its total assets are less than 40% of
the face amount of securities deposited. We will decide whether to terminate a
trust early based on the same factors used in deciding whether or not to offer
units in the secondary market.
When a trust is about to terminate the Account will receive a notice, and it
will be unable to sell units of the trust after that time. On or shortly before
termination, we will sell any remaining securities, and you will receive your
final distribution. Any security that cannot be sold at a reasonable price may
continue to be held by the Trustee in a liquidating trust pending its final
sale.
You will bear your share of the expenses associated with termination, including
costs in selling securities. This may reduce the amount you receive as your
final distribution.
Certificates
Certificates for units are issued on request. An Account may transfer
certificates by complying with the requirements for redeeming certificates,
described above. It can replace lost or mutilated certificates by delivering
satisfactory indemnity and paying the associated costs.
Trust Indenture
The Fund is a 'unit investment trust' governed by a Trust Indenture, a contract
among the Sponsor, the Trustee and the Evaluator, which sets forth their duties
and obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.
The Sponsor and the Trustee may amend the Indenture without your consent:
o to cure ambiguities;
o to correct or supplement any defective or inconsistent provision;
o to make any amendment required by any governmental agency; or
o to make other changes determined not to be materially adverse to your best
interest (as determined by the Sponsor).
Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in a trust without your written consent.
The Trustee may resign by notifying the Sponsor. The Sponsor may remove the
Trustee without your consent if:
o it fails to perform its duties and the Sponsor determines that its
replacement is in your best interest; or
o it becomes incapable of acting or bankrupt or its affairs are taken over by
public authorities.
Investors holding 51% of the units may remove the Trustee. The Evaluator may
resign or be removed by the Sponsor and the Trustee without the consent of
investors. The resignation or removal of either becomes effective when a
successor accepts appointment. The Sponsor will try to appoint a successor
promptly; however, if no successor has accepted within 30 days after notice of
8
<PAGE>
resignation, the resigning Trustee or Evaluator may petition a court to appoint
a successor.
If the Sponsor fails to perform its duties or becomes bankrupt the Trustee may:
o remove it and appoint a replacement Sponsor;
o liquidate the trusts; or
o continue to act as Trustee without a Sponsor.
The Trust Indenture contains customary provisions limiting the liability of the
Trustee, the Sponsor and the Evaluator.
Legal Opinion
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsors, has given an opinion that the units are
validly issued.
Auditors
Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Financial Statements included in this
Prospectus.
Sponsor
The Sponsor is:
Merrill Lynch, Pierce, Fenner & Smith Incorporated (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
The Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer the
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
Trustee
The Chase Manhattan Bank, Unit Investment Trust Departament, 4 New York
Plaza--6th Floor, New York, New York 10004, is the Trustee.
It is supervised by the Federal Deposit Insurance Corporation, the Board of
Governors of the Federal Reserve System and New York State banking authorities.
Sponsor's Profits
Upon the sale of units, the Sponsor receives the transaction charge from an
Account (as set out above). The Sponsor also realizes a profit or loss on each
deposit of securities in a trust.
In maintaining a secondary market, the Sponsor will also realize profits or
sustain losses in the amount of any difference between the prices at which it
buys units and the prices at which it resells or redeems those units.
Code of Ethics
Merrill Lynch, as Sponsor, has adopted a code of ethics requiring preclearance
and reporting of personal securities transactions by its employees with access
to information on portfolio transactions. The goal of the code is to prevent
fraud, deception or misconduct against the Fund and to provide reasonable
standards of conduct.
9
<PAGE>
Year 2000 Issues
Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the 'Year
2000 Problem'). We do not expect that the computer system changes necessary to
prepare for the Year 2000 will cause any major operational difficulties for the
Fund. The Year 2000 Problem may adversely affect the U.S. Treasury, as issuer of
the securities held by a trust, but we cannot predict whether any impact will be
material to the trust.
Taxes
The following discussion relates only to the Accounts as holders of units, and
not to policyowners. The separate prospectus for the insurance policies,
attached, describes tax consequences to policyowners.
In the opinion of our counsel, under existing law:
The Fund will not be taxed as a corporation for federal income tax purposes, and
you will be considered to own directly your share of each Stripped Treasury
security in the Fund.
The zero coupon bonds will be considered to have been issued at an 'original
issue discount' for federal income tax purposes. As a result, you will be
required to include original issue discount in respect of the zero coupon bonds
as it accrues, in accordance with a constant yield method based on a compounding
of interest.
Supplemental Information
You can receive at no cost supplemental information about the Fund by calling
the Trustee. The supplemental information includes more detailed risk disclosure
about the securities that may be in the Fund's portfolio and general information
about the structure and operation of the Fund. The supplemental information is
also available from the SEC.
10
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsor, Trustee and Holders of The Merrill Lynch Fund of Stripped ('Zero')
U.S. Treasury Securities, Series L:
We have audited the accompanying statement of condition of the 2019 Trust of The
Merrill Lynch Fund of Stripped ('Zero') U.S. Treasury Securities, Series L and
the related portfolio included in the prospectus of the Fund as of April 28,
1999. This financial statement is the responsibility of the Trustee. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of an irrevocable letter of credit deposited for the purchase of
securities, as described in the statement of condition, with the Trustee. An
audit also includes assessing the accounting principles used and significant
estimates made by the Trustee, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of the above-mentioned Trust of
The Merrill Lynch Fund of Stripped ('Zero') U.S. Treasury Securities, Series L
as of April 28, 1999 in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
NEW YORK, N.Y.
APRIL 28, 1999
THE MERRILL LYNCH FUND OF STRIPPED ('ZERO')
U.S. TREASURY SECURITIES, SERIES L
Statement of Condition as of Initial Date of Deposit, April 28, 1999
2019
Trust
--------------------
Trust Property
Investments in Securities--
Contracts to purchase Securities(1)......................$ 122,036.24
Accrued interest to Initial Date of Deposit on underlying
U.S. Treasury Note....................................... 26.88
--------------------
Total $ 122,063.12
--------------------
--------------------
LIABILITIES AND INTEREST OF HOLDERS
Liability--Accrued interest to Initial Date of Deposit on
underlying U.S. Treasury Note(2).........................$ 26.88
--------------------
Interest of Holders--
Cost to investors(3)................................$ 123,282.00
Gross underwriting commissions(4)........................ (1,245.76)
--------------------
Net amount applicable to investors....................... 122,036.24
--------------------
Total $ 122,063.12
--------------------
--------------------
UNITS OUTSTANDING........................................ 390,523.00
--------------------
--------------------
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(1) Aggregate cost to Trust of the Securities listed under its Portfolio is
based upon the offer side evaluation determined by the Evaluator at the
evaluation time on the business day prior to the Initial Date of Deposit as
set forth under Offering Price. See also the column headed Cost of
Securities to Trust under Portfolio. An irrevocable letter or letters of
credit includes amount of $122,332.27 has been deposited with the Trustee.
The amount of such letter or letters of credit include $122,305.39 (equal to
the purchase price to the Sponsors) for the purchase of $390,523 face amount
of Securities pursuant to contracts to purchase Securities, plus $26.88
covering accrued interest to the earlier of the date of settlement for the
purchase of Units or the date of delivery of the Securities. The letter or
letters of credit has been issued by DBS Bank, New York Branch.
(2) Representing,as set forth under Income and Yield, a special distribution by
the Trustee of an amount equal to the accrued interest on the U.S. Treasury
Note as of the Initial Date of Deposit.
(3) Aggregate offering price (exclusive of interest) computed on the basis of
the offer side evaluation of the underlying Securities as of the Evaluation
Time on the Business Day prior to the Initial Date of Deposit.
(4) Transaction charge of 2.00% for the 2019 Trust, computed on the basis set
forth under Sale of Units--Offering Price.
10
<PAGE>
Defined
Asset FundsSM
Have questions ? The Merrill Lynch Fund of Stripped
Request the most recent free ('Zero') U.S Treasury Securities,
Information Supplement Series L
that gives more details about ---------------------------------------
the Fund, by calling: This Prospectus does not contain
The Chase Manhattan Bank complete information about the
1-800-323-1508 investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
o Securities Act of 1933 (file no:
333-76661);
o Investment Company Act of 1940 (file
no. 811-3965).
To obtain copies at prescribed rates--
Write: Public Reference Section of the
Commission
450 Fifth Street, N.W., Washington,
D.C. 20549-6009
Call: 1-800-SEC-0330.
Visit: http://www.sec.gov.
---------------------------------------
No person is authorized to give any
information or representations about
this Fund not contained in this
Prospectus or the Information
Supplement, and you should not rely on
any other information.
---------------------------------------
This Prospectus may be used as a
preliminary prospectus for a future
series, but some of the information in
this Prospectus will be changed for
that series.
Units of any future series may not be
sold nor may offers to buy be accepted
until that series has become effective
with the Securities and Exchange
Commission. No units can be sold in any
State where a sale would be illegal.
100158RR--4/99
<PAGE>
PART II
Additional Information Not Included in the Prospectus
A. The following information relating to the Depositors is incorporated by
reference to the SEC filings indicated and made a part of this Registration
Statement.
I. Bonding arrangements of each of the Depositors are incorporated by reference
to Item A of Part II to the Registration Statement on Form S-6 under the
Securities Act of 1933 for Municipal Investment Trust Fund, Monthly Payment
Series--573 Defined Asset Funds (Reg. No. 333-08241).
II. The date of organization of each of the Depositors is set forth in Item B
of Part II to the Registration Statement on Form S-6 under the Securities Act of
1933 for Municipal Investment Trust Fund, Monthly Payment Series--573 Defined
Asset Funds (Reg. No. 333-08241) and is herein incorporated by reference
thereto.
III. The Charter and By-Laws of each of the Depositors are incorporated herein
by reference to Exhibits 1.3 through 1.12 to the Registration Statement on Form
S-6 under the Securities Act of 1933 for Municipal Investment Trust Fund,
Monthly Payment Series--573 Defined Asset Funds (Reg. No. 333-08241).
IV. Information as to Officers and Directors of the Depositors has been filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934 and is incorporated by reference to the SEC
filings indicated and made a part of this Registration Statement:
Merrill Lynch, Pierce, Fenner & Smith Incorporated........ 8-7221
------------------------------------
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsors and Trustee are as follows:
Merrill Lynch, Pierce, Fenner & Smith Incorporated........ 13-5674085
The Chase Manhattan Bank, Trustee......................... 13-4994650
II-1
<PAGE>
SERIES OF THE MERRILL LYNCH FUND
OF STRIPPED ('ZERO') U.S. TREASURY SECURITIES
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933
SEC
Series Number File Number
- --------------------------------------------------------------------------------
Series A.................................................... 2-89536
Government Securities Income Fund, U.S. Government Agency
Laddered Series, Defined Asset Funds...................... 333-69539
CONTENTS OF REGISTRATION STATEMENT
The Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Defined Asset Funds Municipal Series,
1933 Act File No. 33-54565).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The following exhibits:
1.1 --Form of Trust Indenture (incorporated by reference to Exhibit 1.1 to
the Registration Statement of The Merrill Lynch Fund of Stripped
('Zero') U.S. Treasury Securities, Series A, 1933 Act File No.
2-89536).
1.1.1 --Form of Standard Terms and Conditions of Trust Effective October 21,
1993 (incorporated by reference to Exhibit 1.1.1 to the Registration
Statement of Municipal Investment Trust Fund, Multistate Series-48,
1933 Act File No. 33-50247).
2.1 --Form of Certificate of Beneficial Interest (included in Exhibit
1.1.1).
3.1 --Opinion of counsel as to the legality of the securities being issued
including their consent to the use of their name under the headings
'How The Fund Works--'Legal Opinion' in the Prospectus.
4.1 --Consent of the Evaluator.
5.1 --Consent of independent accountants.
9.1 --Information Supplement (incorporated by reference to Exhibit 9.1 to
the Registration Statement of Government Securitis Income Fund,
Freddie Mac Series--12, 1933 Act File No. 33-56849).
R-1
<PAGE>
THE MERRILL LYNCH FUND OF STRIPPED ('ZERO')
U.S. TREASURY SECURITIES, SERIES L
SIGNATURES
The registrant hereby identifies the series numbers of Government
Securities Income Fund and The Merrill Lynch Fund of Stripped ('Zero') U.S.
Securities Fund listed on page R-1 for the purposes of the representations
required by Rule 487 and represents the following:
1) That the portfolio securities deposited in the series as to which this
registration statement is being filed do not differ materially in type
or quality from those deposited in such previous series;
2) That, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential information for, the
series with respect to which this registration statement is being filed,
this registration statement does not contain disclosures that differ in
any material respect from those contained in the registration statements
for such previous series as to which the effective date was determined
by the Commission or the staff; and
3) That it has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
The Merrill Lynch Fund of Stripped ('Zero') U.S. Treasury Securities, Series L,
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 28th day of
April, 1999.
Signatures appear on pages R-3.
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.
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: 333-70593
HERBERT M. ALLISON, JR.
GEORGE A. SCHIEREN
JOHN L. STEFFENS
By J. DAVID MEGLEN
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)
R-3
<PAGE>
EXHIBIT 3.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
APRIL 28, 1999
THE MERRILL LYNCH FUND OF STRIPPED ('ZERO')
U.S. TREASURY SECURITIES, SERIES L
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, N.J. 08543-9051
Dear Sirs:
We have acted as special counsel for you, as sponsor (the 'Sponsor') of The
Merrill Lynch Fund of Stripped ('Zero') U.S. Treasury Securities, Series L (the
'Fund'), in connection with the issuance of units of fractional undivided
interest in the Fund (the 'Units') in accordance with the Trust Indenture
relating to the Fund (the 'Indenture').
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents and instruments as
we have deemed necessary or advisable for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that (i) the execution and
delivery of the Indenture and the issuance of the Units have been duly
authorized by the Sponsor and (ii) the Units, when duly issued and delivered by
the Sponsor and the Trustee in accordance with the Indenture, will be legally
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 3.1 to the
Registration Statement relating to the Units filed under the Securities Act of
1933 and to the use of our name in such Registration Statement and in the
related prospectus under the heading 'How The Fund Works--Legal Opinion.'
Very truly yours,
DAVIS POLK & WARDWELL
<PAGE>
EXHIBIT 4.1
INTERACTIVE DATA
14 Wall Street
New York, N.Y. 10005
Telephone 212-285-0700
APRIL 28, 1999
MERRILL LYNCH PIERCE FENNER & SMITH INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, NJ 08543-9051
THE CHASE MANHATTAN BANK
4 NEW YORK PLAZA--6TH FLOOR
NEW YORK, NY 10081
RE: THE MERRIL LYNCH FUND OF STRIPPED ('ZERO') U.S. TREASURY SECURITIES, SERIES
L (A UNIT INVESTMENT TRUST) UNITS OF FRACTIONAL UNDIVIDED
INTEREST--REGISTERED UNDER THE SECURITIES ACT OF 1933, FILE NO. 333-76661
Gentlemen:
We have examined the Registration Statement for the above captioned fund.
We hereby consent to the reference to Interactive Data Services, Inc. in
the Prospectus and Registration Statement for the above-captioned Fund and to
the evaluations of the Obligations prepared by us which are referred to in such
Prospectus and Registration Statement.
You are hereby authorized to file a copy of this letter with the Securities
and Exchange Commission.
Sincerely,
JAMES PERRY
Vice President
<PAGE>
Exhibit 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsor and Trustee of The Merrill Lynch Fund of Stripped ('Zero') U.S.
Treasury Securities, Series L:
We consent to the use in this Amendment No. 1 to Registration Statement No.
333-76661 of our opinion dated April 28, 1999 appearing in the Prospectus, which
is part of such Registration Statement and to the reference to us under the
heading 'How the Fund Works--Auditors' in such Prospectus.
DELOITTE & TOUCHE LLP
New York, N.Y.
April 28, 1999
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