AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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:
MUNICIPAL INVESTMENT TRUST FUND
MONTHLY PAYMENT SERIES-542
DEFINED ASSET FUNDS
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 SMITH BARNEY SHEARSON INC.
INCORPORATED TWO WORLD TRADE CENTER
P.O. BOX 9051 101ST FLOOR
PRINCETON, N.J. 08543-9051 NEW YORK, N.Y. 10048
PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES DEAN WITTER REYNOLDS
1285 AVE. OF THE AMERICAS INCORPORATED INC.
NEW YORK, N.Y. 10019 ONE SEAPORT PLAZA TWO WORLD TRADE CENTER--
199 WATER STREET 69TH FLOOR
NEW YORK, N.Y. 10292 NEW YORK, N.Y. 10048
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ. THOMAS D. HARMAN, ESQ. LEE B. SPENCER
P.O BOX 9051 388 GREENWICH STREET ONE SEAPORT PLAZA
PRINCETON, N.J. 08543-9051 NEW YORK, N.Y. 10013 199 WATER STREET
NEW YORK, N.Y. 10292
COPIES TO
PHILIP BECKER ROBERT E. HOLLEY PIERRE DE SAINT PHALLE, ESQ.
130 LIBERTY STREET-- 1200 HARBOR BLVD. 450 LEXINGTON AVENUE
29TH FLOOR WEEHAWKEN, N.J. 07087 NEW YORK, N.Y. 10017
NEW YORK, N. Y. 10006
E. TITLE AND AMOUNT 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. PROPOSED MAXIMUM OFFERING PRICE TO THE PUBLIC OF THE SECURITIES BEING
REGISTERED:
Indefinite
G. AMOUNT OF FILING FEE:
$500 (as required by Rule 24f-2)
H. APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the acquisition and deposit of the underlying
obligations.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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SUBJECT TO COMPLETION, PROSPECTUS DATED MAY 2, 1994
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MUNICIPAL INVESTMENT TRUST FUND
MONTHLY PAYMENT SERIES-542
20,000 UNITS DEFINED ASSET FUNDS
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A FINAL PROSPECTUS FOR A PRIOR MONTHLY PAYMENT SERIES OF MUNICIPAL
INVESTMENT TRUST FUND, DEFINED ASSET FUNDS IS HEREBY INCORPORATED BY
REFERENCE AND USED AS A PRELIMINARY PROSPECTUS FOR THIS MONTHLY PAYMENT
SERIES. THE NARRATIVE INFORMATION AND STRUCTURE OF THE FINAL PROSPECTUS
FOR THIS SERIES WILL BE SUBSTANTIALLY THE SAME AS THAT OF THE PREVIOUS
PROSPECTUS. INFORMATION WITH RESPECT TO PRICING, THE NUMBER OF UNITS,
DATES AND SUMMARY INFORMATION REGARDING THE CHARACTERISTICS OF SECURITIES
TO BE DEPOSITED IN THIS SERIES IS NOT NOW AVAILABLE AND WILL BE DIFFERENT
FROM THAT SHOWN SINCE EACH SERIES HAS A UNIQUE PORTFOLIO. IN ADDITION,
CERTAIN NON-MATERIAL CHANGES MAY BE MADE TO THE DESCRIPTIONS OF THE TRUST
AGREEMENT FOR THIS SERIES TO REFLECT PROPOSED CHANGES TO THE TRUST
AGREEMENT. ACCORDINGLY, THE INFORMATION CONTAINED HEREIN WITH REGARD TO
THE PREVIOUS SERIES SHOULD BE CONSIDERED AS BEING INCLUDED FOR
INFORMATIONAL PURPOSES ONLY. RATINGS OF THE SECURITIES IN THIS SERIES ARE
EXPECTED TO BE COMPARABLE TO THOSE OF THE SECURITIES DEPOSITED IN THE
PREVIOUS SERIES. HOWEVER, THE ESTIMATED CURRENT AND LONG-TERM RETURNS FOR
THIS SERIES WILL DEPEND ON THE INTEREST RATES AND OFFERING SIDE EVALUATIONS
OF THE SECURITIES IN THIS SERIES AND MAY VARY MATERIALLY FROM THAT OF THE
PREVIOUS SERIES. INVESTORS SHOULD CONTACT ACCOUNT EXECUTIVES OF THE
UNDERWRITERS WHO WILL BE INFORMED OF THE EXPECTED EFFECTIVE DATE OF THIS
SERIES AND WHO WILL BE SUPPLIED WITH COMPLETE INFORMATION WITH RESPECT TO
SUCH SERIES ON THE DAY OF AND IMMEDIATELY PRIOR TO THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT RELATING TO UNITS OF THIS SERIES.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
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.
SEC FILE OR
IDENTIFICATION NO.
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I. Bonding Arrangements and Date of Organization of the Depositors filed
pursuant to Items A and B of Part II of the Registration Statement on
Form S-6 under the Securities Act of 1933:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 2-52691
Prudential Securities Incorporated 2-61418
Smith Barney Shearson Inc. 33-29106
Dean Witter Reynolds Inc. 2-60599
PaineWebber Incorporated 2-87965
II. Information as to Officers and Directors of the Depositors filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1
of the Securities Exchange Act of 1934:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 8-7721
Prudential Securities Incorporated 8-12321
Smith Barney Shearson Inc. 8-8177
Dean Witter Reynolds Inc. 8-14172
PaineWebber Incorporated 8-16267
III. Charter documents of the Depositors filed as Exhibits to the
Registration Statement on Form S-6 under the Securities Act of 1933
(Charter, By-Laws):
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 2-73866, 2-77549
Prudential Securities Incorporated 2-86941, 2-86941
Smith Barney Shearson Inc. 33-20499
Dean Witter Reynolds Inc. 2-60599, 2-86941
PaineWebber Incorporated 2-87965, 2-87965
B. The Internal Revenue Service Employer Identification Numbers of
the Sponsors and Trustee are as follows:
.\"the Sponsors and Co-Trustees are as follows:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 13-5674085
Prudential Securities Incorporated 13-6134767
Smith Barney Shearson Inc. 13-1912900
Dean Witter Reynolds Inc. 94-1671384
PaineWebber Incorporated 13-2638166
Bankers Trust Company 13-4941297
II-1
Supplemented final prospectuses from the following Series of
Municipal Investment Trust Fund, Defined Asset Funds (all of which are
incorporated herein by reference) may be used as preliminary prospectuses
for this Monthly Payment Series - 533 (Reg. No. 33-50121); Monthly
Payment Series - 534 (Reg. No. 33-50493); Monthly Payment Series - 535
(Reg. No. 33-50765); Monthly Payment Series - 536 (Reg. No. 33-51197);
Monthly Payment Series - 537 (Reg. No. 33-51871). Monthly Payment Series
- - 538 (Reg. No. 33-52019); Monthly Payment Series - 539 (Reg. No. 33-
52179).
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 Municipal
Investment Trust Fund, Three Hundred Tenth Monthly Payment Series,
1933 Act File No. 2-88372).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
*Consent of independent public accountants.
The following exhibits:
1.1 -- Form of Trust Indenture (incorporated by reference to
Exhibit 1.1 to the Registration Statement of Municipal
Investment Trust Fund, Monthly Payment Series-533,
Defined Asset Funds, 1933 Act File No. 33-50121).
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, Defined
Asset Funds, 1933 Act File No. 33-50247).
1.2 -- Form of Master Agreement Among Underwriters (incorporated
by reference to Exhibit 1.2 to the Registration Statement
of The Corporate Income Fund, One Hundred Ninety-Fourth
Monthly Payment Series, 1933 Act File No. 2-90925).
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
names under the headings "Taxes" and "Miscellaneous-
Legal Opinion" in the Prospectus.
*4.1 -- Consent of the Evaluator.
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* To be filed with Amendment to the Registration Statement.
R-1
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT 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 2ND DAY OF MAY, 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 Executive Committee 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 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 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.
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.
R-2
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
By the following persons, who constitute a Powers of Attorney have been
majority of the Board of Directors of filed under Form SE and
Merrill Lynch, Pierce, Fenner & Smith the following 1933 Act
Incorporated: File Number: 33-43466
HERBERT M. ALLISON, JR.
BARRY S. FRIEDBERG
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
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR
By the following persons, Powers of Attorney have been
who constitute a majority of filed under Form SE and
the Executive Committee of the following 1933 Act
the Board of Directors of File Number: 33-41631
Prudential 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
SMITH BARNEY SHEARSON INC.
DEPOSITOR
By the following persons, Powers of Attorney have
who constitute a majority of been filed under the
the Board of Directors of 1933 Act File
Smith Barney Shearson Inc.: Numbers: 33-49753
and 33-51607
RONALD A. ARTINIAN
STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
ROBERT K. DIFAZIO
JAMES DIMON
ROBERT DRUSKIN
HERBERT DUNN
TONI ELLIOTT
LEWIS GLUCKSMAN
ROBERT F. GREENHILL
THOMAS GUBA
HENRY U. HARRIS
JOHN B. HOFFMAN
A. RICHARD JANIAK, JR.
ROBERT Q. JONES
ROBERT B. KANE
JEFFREY LANE
JACK H. LEHMAN III
ROBERT H. LESSIN
JOEL N. LEVY
THOMAS A. MAGUIRE, JR.
JOHN J. McATEE, JR.
HOWARD D. MARSH
JOHN F. McCANN
WILLIAM J. MILLS II
JOHN C. MORRIS
CHARLES O'CONNOR
HUGH J. O'HARE
JOSEPH J. PLUMERI II
JACK L. RIVKIN
A. GEORGE SAKS
BRUCE D. SARGENT
DON M. SHAGRIN
DAVID M. STANDRIDGE
MELVIN B. TAUB
JACQUES S. THERIOT
STEPHEN J. TREADWAY
PAUL UNDERWOOD
PHILIP M. WATERMAN
By GINA LEMON
(As authorized signatory for
Smith Barney Shearson Inc. and
Attorney-in-fact for the persons listed above)
R-5
DEAN WITTER REYNOLDS INC.
DEPOSITOR
By the following persons, Powers of Attorney have been
who constitute a majority of filed under Form SE and
the Board of Directors of the following 1933 Act
Dean Witter Reynolds Inc.: File Number: 33-17085
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
PAINEWEBBER INCORPORATED
DEPOSITOR
By the following persons, who Powers of Attorney have
constitute a majority of the been filed under
Executive Committee of the Form SE and the
Board of Directors of following 1933 Act
PaineWebber Incorporated: File Number: 33-28452
JOHN A. BULT
PAUL B. GUENTHER
DONALD B. MARRON
RONALD M. SCHWARTZ
JAMES C. TREADWAY
By ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated and
Attorney-in-fact for the persons listed above)
R-7
