<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1996
REGISTRATION NO. 333-51869
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------
AMENDMENT NO. 2
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:
EQUITY INCOME FUND
CONCEPT SERIES
REAL ESTATE INCOME FUND
DEFINED ASSET FUNDS
(A UNIT INVESTMENT TRUST)
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
DEFINED ASSET FUNDS
POST OFFICE BOX 9051
PRINCETON, NJ 08543-9051 SMITH BARNEY INC.
388 GREENWICH
STREET--23RD FLOOR
NEW YORK, NY 10013
PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES DEAN WITTER REYNOLDS INC.
1285 AVENUE OF THE INCORPORATED TWO WORLD TRADE
AMERICAS ONE NEW YORK PLAZA CENTER--59TH FLOOR
NEW YORK, NY 10019 NEW YORK, NY 10292 NEW YORK, NY 10048
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ. LAURIE A. HESSLEIN ROBERT E. HOLLEY
P.O. BOX 9051 388 GREENWICH ST. 1200 HARBOR BLVD.
PRINCETON, NJ 08543-9051 NEW YORK, NY 10013 WEEHAWKEN, NJ 07087
COPIES TO:
LEE B. SPENCER, JR. DOUGLAS LOWE, ESQ PIERRE DE SAINT PHALLE,
ONE NEW YORK PLAZA 130 LIBERTY STREET--29TH ESQ.
NEW YORK, NY 10292 FLOOR 450 LEXINGTON AVENUE
NEW YORK, NY 10006 NEW YORK, NY 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 7, 1996.
Check box if it is proposed that this filing will become effective on August 16,
1996 pursuant to paragraph (b) of Rule 485. / x /
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<PAGE>
DEFINED ASSET FUNDSSM
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EQUITY INCOME FUND The objective of this Defined Fund is total return
CONCEPT SERIES through a combination of high current income and
REAL ESTATE capital appreciation by investing in a diversified
INCOME FUND portfolio of publicly traded equity real estate
(A UNIT INVESTMENT investment trusts ('REITs').
TRUST) The REITs included in the Portfolio were selected
- ------------------------------for their current dividend yields and potential
- -- MONTHLY INCOME for capital appreciation from among REITs that as
- -- PROFESSIONAL SELECTION of the initial date of deposit, were expected to
- -- DIVERSIFICATION continue to pay dividends.
- -- REINVESTMENT OPTION The value of units will fluctuate with the value
of the common stocks in the Portfolio and there is
no assurance that dividends will be paid or that
the REITs, and therefore the units, will
appreciate in value.
Minimum purchase in individual transactions: $250.
-------------------------------------------------
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 DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
SPONSORS: -------------------------------------------------
Merrill Lynch, PART A OF THIS PROSPECTUS MAY NOT BE DISTRIBUTED
Pierce, Fenner & Smith UNLESS ACCOMPANIED BY EQUITY INCOME FUND PART B.
Incorporated Inquiries should be directed to the Trustee at
Smith Barney Inc. 1-800-323-1508.
PaineWebber Incorporated Prospectus dated August 16, 1996.
Prudential Securities INVESTORS SHOULD READ BOTH PART OF THIS
Incorporated PROSPECTUS CAREFULLY AND RETAIN THEM FOR FUTURE
Dean Witter Reynolds Inc. REFERENCE.
<PAGE>
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Def ined Asset FundsSM
Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $100 billion sponsored in the last 25 years. Each Defined
Asset 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.
Defined Asset Funds offer several defined 'distinctives'. You know in advance
what you are investing in and that changes in the portfolio are limited - a
defined portfolio. Most defined bond funds pay interest monthly - defined
income. The portfolio offers a convenient and simple way to invest - simplicity
defined.
Your financial professional can help you select a Defined Asset Fund to meet
your personal investment objectives. Our size and market presence enable us to
offer a wide variety of investments. The Defined Asset Funds family offers:
o Municipal portfolios
o Corporate portfolios
o Government portfolios
o Equity portfolios
o International portfolios
The terms of Defined Funds are as short as one year or as long as 30 years.
Special defined bond funds are available including: insured funds, double and
triple tax-free funds and funds with 'laddered maturities' to help protect
against changing interest rates. Defined Asset Funds are offered by prospectus
only.
- ----------------------------------------------------------------
Defining Your Portfolio
- ----------------------------------------------------------------
The Portfolio contains 44 equity REITs selected after extensive analysis of
historical financial data, operating cash flow, management expertise and
performance by a professional REIT Consultant, Cohen & Steers Capital
Management, Inc. In the opinion of the Sponsors on the initial date of deposit
(which was June 15, 1994), these stocks had potential for capital appreciation
and current dividend income. Investing in the Portfolio, rather than in ony one
or two the underlying REITs, is a way to diversify your investment, even though
100% of the Portfolio is invested in a single industry.
TYPES OF REITS
The portfolio contains REITs in the following real estate sectors:
APPROXIMATE
PORTFOLIO PERCENTAGE
/ / Apartments 28%
/ / Factory Outlets 3%
/ / Healthcare 6%
/ / Manufactured Housing 1%
/ / Office/Industrial 10%
/ / Shopping centers 50%
/ / Diversified 2%
- ----------------------------------------------------------------
Defining Your Investment
- ----------------------------------------------------------------
PUBLIC OFFERING PRICE PER 1,000 UNITS $932.75
The Public Offering Price as of May 31, 1996, the evaluation date, is based on
the aggregate value of the underlying securities ($180,638,425) and any cash
held to purchase securities, divided by the number of units outstanding
(197,614,729) times 1,000, plus the initial sales charge of 2.00%. The Public
Offering Price on any subsequent date will vary. The underlying securities are
valued by the Trustee on the basis of their closing sale prices at 4:00 p.m.
Eastern time on every business day.
SALES CHARGE
The total sales charge for this investment combines an initial up-front sales
charge and a deferred sales charge that will be deducted from the net asset
value of the Portfolio quarterly on the 10th of November, February, May and
August of each year.
MONTHLY INCOME DISTRIBUTIONS
The Fund pays monthly income. Monthly distributions of dividends are payable on
the 25th of the month to holders of record on the 10th day of the month. In
order to meet certain tax requirements, a special distribution of income
including capital gains, may be paid to holders of record as of a date in
December. Any capital gain net income will generally be distributed after the
end of the year. It is expected that the proceeds of the sale or redemption of
Securities will not be distributed but will be reinvested in additional
securities. To the extent these proceeds are available for distribution, they
will be distributed on the next distribution day.
REINVESTMENT OPTION
You can elect to automatically reinvest your distributions into additional units
of the Portfolio. Reinvesting helps to compound your income for a greater total
return.
TAXES
Distributions which are taxable as ordinary income to Holders will constitute
dividends for Federal income tax purposes but will not be eligible for the
dividends-received deduction for certain corporations. Foreign investors should
note that distributions will generally be subject to information reporting and
withholding taxes. Foreign investors should not be subject to withholding tax
under the Foreign Investors in Real Property Act ('FIRPTA') with respect to gain
from the sale or redemption of units. (See Taxes in Part B.)
A-2
<PAGE>
TAX BASIS REPORTING
The proceeds received when you sell this investment will reflect the deduction
of the deferred sales charge. In addition, the annual statement and the relevant
tax reporting forms you receive at year-end will be based on the amount paid to
you (not including the deferred sales charge). Accordingly, you should not
increase your basis in your units by the deferred sales charge.
LIQUIDATION PERIOD
Beginning on June 15, 1998 until no later than August 14, 1998 (see Life of the
Fund; Fund Termination in Part B).
MANDATORY TERMINATION DATE
The Portfolio will terminate by August 14, 1998. The final distribution will be
made within a reasonable time afterward. The Portfolio may be terminated earlier
if its value is less than 40% of the value of the securities when deposited. The
value of the Fund on the evaluation date was 102% of the value of the securities
when deposited.
- ----------------------------------------------------------------
Defining Your Risks
- ----------------------------------------------------------------
The Portfolio is considered to be 'concentrated' in the real estate industry and
is subject to certain risks associated with ownership of real estate generally
and the value of REITs in particular (see Risk Factors in Part B).
Unit price fluctuates with the value of the Portfolio, and the value of the
Portfolio will be affected by changes in the financial condition of the issuers,
changes in the real estate industry, general economic conditions, movements in
stock prices generally, the impact of the Sponsors' purchase and sale of the
securities (especially during the primary offering period of units) and other
factors. Further distributions of income on the underlying securities will
generally depend upon the declaration of dividends by the issuers, and there can
be no assurance that the issuers of securities will pay dividends or that the
current level of dividends can be maintained. Therefore, there is no guarantee
that the objective of the Portfolio will be achieved. Certain of the REITs may
be relatively illiquid and some of the issuers may be thinly capitalized or have
a limited operating history and as a result may be especially susceptible to
stock market and real estate fluctuations.
Unlike a mutual fund, the Portfolio is not actively managed and the Sponsors
receive no management fee. Therefore, the adverse financial condition of an
issuer or any market movement in the price of a security will not necessarily
require the sale of securities from the Portfolio or mean that the Sponsors will
not continue to purchase the Security in order to create additional Units.
Although the Portfolio is regularly reviewed and evaluated and Sponsors may
instruct the Trustee to sell securities under certain limited circumstances,
Securities will not be sold to take advantage of market fluctuations or changes
in anticipated rates of appreciation.
- ----------------------------------------------------------------
Defining Your Costs
- ----------------------------------------------------------------
SALES CHARGES
First-time investors pay a 2.00% sales charge when they buy. In addition, a
deferred sales charge of $1.625 per 1,000 units will be deducted from the
Portfolio's net asset value each quarter ($6.50 per year).
Although the Fund is a unit investment trust rather than a mutual fund, the
following information is presented to permit a comparison of fees and an
understanding of the direct or indirect costs and expenses that you pay. It
assumes a $1,000 investment.
As a %
of Public Amount per
Offering Price 1,000 Units
----------------- --------------
Maximum Initial Sales Charge 2.00% $ 20.00
Maximum Deferred Sales Charge 1.30% 13.00
----------------- --------------
3.30% $ 33.00
----------------- --------------
----------------- --------------
Maximum Sales Charge Imposed on
Reinvested Dividends 1.30% $ 13.00
ESTIMATED ANNUAL FUND OPERATING EXPENSES
Amount per
1,000 Units
-----------------
Trustee's Fee .077%
Maximum Portfolio Supervision, Bookkeeping and
Administrative Fees .045%
REIT Consultant's Fee .150%
Other Operating Expenses .017%
-----------------
TOTAL 2.89%
The total annual fees are greater for this Fund than for other equity funds of
the Sponsors because most other funds do not pay consultants for ongoing
research.
The Sponsors believe that the research arrangement with the REIT Consultant
(which is not affiliated with any of the Sponsors) is desirable in the present
circumstances due to the complexity of the REIT industry and the REIT
Consultant's expertise in providing equity research on individual REITs and the
REIT industry in general.
SELLING YOUR INVESTMENT
You may sell or redeem your units at any time prior to the termination of the
Portfolio. Your price will be based on the then current net asset value. The
redemption and secondary market repurchase price as of the evaluation date was
$914.09 per 1,000 units ($18.66 per 1,000 units less than the Public Offering
Price).
REDEMPTION IN KIND
You may request redemption in kind from the Trustee if you will be entitled to
receive at least 100 shares of each security in the Portfolio as part of your
distribution (see How To Sell--Trustee's Redemption of Units in Part B).
A-3
<PAGE>
EQUITY INCOME FUND, CONCEPT SERIES,
REAL ESTATE INCOME FUND,
DEFINED ASSET FUNDS
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders
of Equity Income Fund, Concept Series,
Real Estate Income Fund,
Defined Asset Funds:
We have audited the accompanying statement of condition of Equity Income Fund,
Concept Series, Real Estate Income Fund, Defined Asset Funds as of May 31, 1996
and the related statements of operations and of changes in net assets for the
year ended May 31, 1996 and the period June 16, 1994 to May 31, 1995. These
financial statements are the responsibility of the Trustee. 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
May 31, 1996, as shown on such portfolio, were confirmed to us by The Chase
Manhattan Bank, 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
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 Equity Income Fund, Concept
Series, Real Estate Income Fund, Defined Asset Funds at May 31, 1996 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 LLP
New York, New York
July 31, 1996
D-1
<PAGE>
EQUITY INCOME FUND, CONCEPT SERIES,
REAL ESTATE INCOME FUND,
DEFINED ASSET FUNDS
STATEMENT OF CONDITION
AS OF MAY 31, 1996
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $172,526,217) (Note 1) $180,638,425
Receivable for units created 363,305
Accrued dividends receivable 426,332
Cash 746,245
Total trust property 182,174,307
LESS LIABILITIES:
Payable for securities purchased $ 336,458
Accrued fees and expenses 35,745 372,203
NET ASSETS:
Represented by:
197,614,729 units of fractional undivided
interest outstanding (Note 3) 180,868,470
Undistributed net investment income 933,634 $181,802,104
UNIT VALUE ($181,802,104 /197,614,729 units) $0.91998
See Notes to Financial Statements.
D-2
<PAGE>
EQUITY INCOME FUND, CONCEPT SERIES,
REAL ESTATE INCOME FUND,
DEFINED ASSET FUNDS
STATEMENTS OF OPERATIONS
<TABLE><CAPTION>
Year June 16,
Ended 1994 to
May 31, May 31,
1996 1995
<S> <C> <C>
INVESTMENT INCOME:
Dividend income $11,459,958 $4,798,385
Trustee's fees and expenses (165,553) (75,176)
Sponsors' fees (75,176) (31,488)
Net investment income 11,219,229 4,691,721
REALIZED AND UNREALIZED APPRECIATION (DEPRECIATION)
ON INVESTMENTS:
Realized loss on securities sold (877,558)
Net unrealized appreciation (depreciation) of
investments 12,653,445 (4,541,237)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 11,775,887 (4,541,237)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $22,995,116 $ 150,484
</TABLE>
See Notes to Financial Statements.
D-3
<PAGE>
EQUITY INCOME FUND, CONCEPT SERIES,
REAL ESTATE INCOME FUND,
DEFINED ASSET FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE><CAPTION>
Year June 16,
Ended 1994 to
May 31, May 31,
1996 1995
<S> <C> <C>
OPERATIONS:
Net investment income $11,219,229 $ 4,691,721
Realized loss on securities sold (877,558) -
Net unrealized appreciation (depreciation)
of investments 12,653,445 (4,541,237)
Net increase in net assets resulting from operations 22,995,116 150,484
DISTRIBUTIONS TO HOLDERS (Note 2):
Income (11,203,128) (4,686,543)
Principal (11,093) (10,611)
Total distributions (11,214,221) (4,697,154)
CAPITAL SHARE TRANSACTIONS:
Creation of 87,148,650 and 110,080,887 units,
respectively 76,378,150 99,801,904
Deferred sales charge (1,378,664) (608,111)
Net capital share transactions 74,999,486 99,193,793
NET INCREASE IN NET ASSETS 86,780,381 94,647,123
NET ASSETS AT BEGINNING OF PERIOD 95,021,723 374,600
NET ASSETS AT END OF PERIOD $181,802,104 $95,021,723
PER UNIT:
Income distributions during period $0.06799 $0.06008
Principal distributions during period $0.00007 $0.00013
Net asset value at end of period $0.91998 $0.86019
Trust units outstanding at end of period 197,614,729 110,466,079
</TABLE>
See Notes to Financial Statements.
D-4
<PAGE>
EQUITY INCOME FUND, CONCEPT SERIES,
REAL ESTATE INCOME FUND,
DEFINED ASSET FUNDS
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 at market value; for securities listed on a
national securities exchange, value is based on the closing sale price
on such exchange and for securities not so listed, value is based on the
current bid price on the over-the-counter market. See "How to Sell
Units - Trustee's Redemption of Units" in this Prospectus, Part B.
Gains or losses on sales of securities are computed using the first-in,
first-out 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 each month. Receipts other than dividends, after deductions
for redemptions and applicable expenses, are distributed as explained in
"Income, Distributions and Reinvestment - Distributions" in this
Prospectus, Part B.
3. NET CAPITAL
Cost of 197,614,729 units at Dates of Deposit $175,652,891
Less sales charge 1,997,367
Net amount applicable to Holders 173,655,524
Realized loss on securities sold (877,558)
Principal distributions (21,704)
Net unrealized appreciation of investments 8,112,208
Net capital applicable to Holders $180,868,470
4. INCOME TAXES
As of May 31, 1996, net unrealized appreciation of investments, based on
cost for Federal income tax purposes, aggregated $8,112,208 of which
$11,865,640 related to appreciated securities and $3,753,432 related to
depreciated securities. The cost of investment securities for Federal
income tax purposes was $172,526,217 at May 31, 1996.
D-5
<PAGE>
EQUITY INCOME FUND, CONCEPT SERIES,
REAL ESTATE INCOME FUND,
DEFINED ASSET FUNDS
PORTFOLIO AS OF MAY 31, 1996
<TABLE><CAPTION>
Number of Current Annual Cost of
Portfolio No. and Title Shares of Percentage Dividend Per Securities
of Securities Common Stock of Fund(3) Share(2) to Fund Value(1)
<S> <C> <C> <C> <C> <C>
1 Alex. Haagen Prop. 248,500 1.63 1.44 $ 3,577,138 $ 2,950,937
2 Assoc. Estates Realty 99,400 1.13 1.80 2,085,983 2,037,700
3 Avalon Prop. 198,800 2.35 1.48 4,136,803 4,249,350
4 Bay Apartment Comm. 198,800 2.82 1.60 4,122,465 5,094,250
5 Bradley Real Estate 99,400 .81 1.32 1,596,492 1,466,150
6 CBL & Assoc. 397,600 4.70 1.68 8,097,794 8,498,700
7 Cali Realty Corp. 141,500 1.75 1.70 2,855,186 3,166,062
8 Camden Property Trust 99,400 1.27 1.90 2,301,470 2,298,625
9 Carramerica Realty
Corp. (4) 198,800 2.78 1.75 4,030,171 5,019,700
10 Chelsea GCA Reality Inc. 99,400 1.62 2.30 2,736,220 2,932,300
11 Colonial Properties Inc. 198,800 2.59 2.00 4,624,290 4,671,800
12 Columbus Realty Trust 99,400 1.07 1.50 1,899,308 1,925,875
13 Cousins Prop. 99,400 1.07 1.08 1,736,852 1,938,300
14 DeBartolo Realty 829,600 7.46 1.26 11,834,610 13,481,000
15 Developers Diver. 99,400 1.72 2.40 2,979,095 3,106,250
16 Equity Residential Prop. 99,400 1.71 2.36 3,006,333 3,081,400
17 Federal Realty Invest.
Trust 198,800 2.38 1.64 4,522,754 4,299,050
18 Gables Residential Trust 198,800 2.53 1.92 4,407,728 4,572,400
19 General Growth Prop. 397,600 5.31 1.72 8,380,981 9,592,100
20 Glimcher Realty Trust 397,600 3.60 1.92 8,032,756 6,510,700
21 HGI Realty (5). 99,400 1.20 2.02 2,423,658 2,161,950
22 Health Care Ppty Invest 198,800 3.60 2.28 6,235,216 6,510,700
23 Irvine Apart. Comm. 447,300 5.01 1.42 8,223,748 9,057,825
24 JP Realty Inc. 198,800 2.28 1.68 4,078,641 4,125,100
25 Kimco Realty Corp. (6) 149,100 2.26 1.56 3,794,836 4,081,613
26 MGI Properties, Inc. 99,400 .94 .96 1,515,359 1,702,225
27 Macerich Company (The) 248,500 2.89 1.68 4,961,508 5,218,500
28 Merry Land & Investment 99,400 1.20 1.48 2,076,320 2,174,375
29 Nation Wide Health
Prop. (7) 198,800 2.39 1.48 3,812,799 4,323,900
30 Oasis Residential Inc. 99,400 1.17 1.74 2,312,432 2,112,250
31 Post Properties Inc. 99,400 1.84 2.16 3,066,708 3,329,900
32 ROC Communities Inc. 49,700 .66 1.62 1,075,880 1,186,588
33 Security Capital Pacific 99,400 1.22 1.24 1,825,233 2,211,650
34 Simon Property Group Inc. 99,400 1.33 1.97 2,500,595 2,410,450
35 Sizeler Property Investo 198,800 .95 .88 2,177,965 1,714,650
36 Spieker Properties, Inc. 298,200 4.54 1.72 6,668,517 8,200,500
37 Summit Properties, Inc. 99,400 1.08 1.55 1,855,778 1,950,725
38 Tanger Factory Outlet 49,700 0.67 2.08 1,292,447 1,205,225
39 Taubman Centers Inc. 695,800 4.04 .88 7,185,792 7,305,900
</TABLE>
D-6
<PAGE>
EQUITY INCOME FUND, CONCEPT SERIES,
REAL ESTATE INCOME FUND,
DEFINED ASSET FUNDS
PORTFOLIO AS OF MAY 31, 1996
<TABLE><CAPTION>
Number of Current Annual Cost of
Portfolio No. and Title Shares of Percentage Dividend Per Securities
of Securities Common Stock of Fund(3) Share(2) to Fund Value(1)
<S> <C> <C> <C> <C> <C>
40 Vornado Realty Trust 99,400 2.12 2.44 $ 3,561,482 $ 3,826,900
41 Washington REIT 99,400 .91 1.00 1,667,833 1,640,100
42 Weingarten Realty Invst. 198,800 4.09 2.48 7,328,639 7,380,450
43 Wellsford Residential
Prop. 99,400 1.25 1.94 2,197,756 2,261,350
44 Western Investment RE 298,200 2.02 1.12 3,722,646 3,652,950
TOTAL 8,724,300 $172,526,217 $180,638,425
</TABLE>
(1) See Notes to Financial Statements.
(2) Based on latest quarterly or semi-annual ordinary dividend declared.
(3) Based on value.
(4) Formerly known as Carr Realty Corp.
(5) Formerly known as Horizon Outlet Centers
(6) Includes 3-for-2 Stock Split
(7) Includes 2-for-1 Stock Split
D-7
<PAGE>
AUTHORIZATION FOR REINVESTMENT
DEFINED ASSET FUNDS--EQUITY INCOME FUND
CONCEPT SERIES, REAL ESTATE INCOME FUND
/ / Yes, I want to participate in the Fund's Reinvestment Plan and purchase
additional Units of the Fund each month.
I hereby acknowledge receipt of the Prospectus for Defined Asset
Funds--Equity Income Fund, Concept Series, Real Estate Income Fund and authorize
The Chase Manhattan Bank to pay distributions on my Units as indicated below
(distributions to be reinvested will be paid for my account to The Chase
Manhattan Bank).
Income and principal distributions (including capital gains) (check one): / /
in cash / / reinvested
Please print or type
Name Registered Holder
Address
Registered Holder
(Two signatures required if
joint tenancy)
City State Zip Code
This page is a self-mailer. Please complete the information above, cut
along the dotted line, fold along the lines on the reverse side, tape, and mail
with the Trustee's address displayed on the outside.
12345678
<PAGE>
BUSINESS REPLY MAIL NO POSTAGE
FIRST CLASS PERMIT NO. 644 NEW YORK, N.Y. NECESSARY
IF MAILED
POSTAGE WILL BE PAID BY ADDRESSEE IN THE
DEFINED ASSET FUNDS--EQUITY INCOME FUND UNITED STATES
CONCEPT SERIES--REAL ESTATE INCOME FUND
THE CHASE MANHATTAN BANK
UNIT TRUST DEPARTMENT
BOX 2051
WALL STREET STATION
NEW YORK, NY 10081
- ----------------------------------------------------------------------------
(Fold along this line.)
- ----------------------------------------------------------------------------
(Fold along this line.)
<PAGE>
Def ined
Asset FundsSM
SPONSORS: EQUITY INCOME FUND
Merrill Lynch, CONCEPT SERIES
Pierce, Fenner & Smith IncorporatedREAL ESTATE INCOME FUND
Defined Asset Funds
P.O. Box 9051 This Prospectus does not contain all of the
Princeton, NJ 08543-9051 information with respect to the investment
(609) 282-8500 company set forth in its registration
Smith Barney Inc. statement and exhibits relating thereto which
Unit Trust Department have been filed with the Securities and
388 Greenwich Street--23rd Floor Exchange Commission, Washington, D.C. under
New York, NY 10013 the Securities Act of 1933 and the Investment
(212) 816-4000 Company Act of 1940, and to which reference
PaineWebber Incorporated is hereby made. Copies of such material can
1200 Harbor Blvd. be obtained from the Public Reference Section
Weehawken, NJ 07087 of the Commission, 450 Fifth Street, N.W.,
(201) 902-3000 Washington, D.C. 20549 at prescribed rates.
Prudential Securities Incorporated The Commission also maintains a Web site that
One New York Plaza contains information statements and other
New York, NY 10292 information regarding registrants such as
(212) 778-6164 Defined Asset Funds that file electronically
Dean Witter Reynolds Inc. with the Commission at http://www.sec.gov.
Two World Trade Center--59th Floor ------------------------------
New York, NY 10048 No person is authorized to give any
(212) 392-2222 information or to make any representations
TRUSTEE: with respect to this investment company not
The Chase Manhattan Bank contained in its registration statement and
(a New York Banking Corporation) exhibits relating thereto; and any
Unit Trust Department information or representation not contained
Box 2051 therein must not be relied upon as having
New York, NY 10081 been authorized.
1-800-323-1508 ------------------------------
When Units of this Fund are no longer
available this Prospectus may be used as a
preliminary prospectus for a future series,
and investors should note the following:
Information contained herein is subject to
amendment. A registration statement relating
to securities of a future series 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.
14865--8/96
<PAGE>
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 the Registration Statement on Form S-6 of Defined Asset Funds,
Municipal Insured Series, 1933 Act File No. 33-54565).
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.
9.1 --Information Supplement (incorporated by reference to Exhibit 9.1 to
the Registration Statement of Equity Income Fund, Select Ten
Portfolio 1996 International Series B (United Kingdom and Japan
Portfolios) Act File No. 333-00593).
R-1
<PAGE>
EQUITY INCOME FUND
CONCEPT SERIES
REAL ESTATE INCOME FUND
DEFINED ASSET FUNDS
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
EQUITY INCOME FUND, CONCEPT SERIES REAL ESTATE INCOME FUND, DEFINED ASSET FUNDS
(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 7TH DAY OF AUGUST, 1996.
SIGNATURES APPEAR ON PAGE 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 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 a majority of Powers of Attorney
the Board of Directors of Merrill Lynch, Pierce, have been filed
Fenner & Smith Incorporated: under
Form SE and the
following 1933 Act
File
Number: 33-43466
and 33-51607
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 DANIEL C. TYLER
(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 a majority of Powers of Attorney
the Board of Directors of Prudential Securities have been filed
Incorporated: under Form SE and
the following 1933
Act File Number:
33-41631
ALAN D. HOGAN
GEORGE A. MURRAY
LELAND B. PATON
HARDWICK SIMMONS
By
WILLIAM W. HUESTIS
(As authorized signatory for Prudential Securities
Incorporated and Attorney-in-fact for the persons
listed above)
R-4
<PAGE>
SMITH BARNEY INC.
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Smith Barney Inc.: have been filed
under the 1933 Act
File Number:
33-49753 and
33-51607
STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
JAMES DIMON
ROBERT DRUSKIN
JEFFREY LANE
ROBERT H. LESSIN
By GINA LEMON
(As authorized signatory for
Smith Barney 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 the following 1933 Act File
of Directors of PaineWebber Number: 33-55073
Incorporated:
JOSEPH J. GRANO, JR.
DONALD B. MARRON
By
ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-7
<PAGE>
EXHIBIT 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of Equity Income Fund,
Concept Series, Real Estate Income Fund, Defined Asset Funds:
We hereby consent to the use in this Post-Effective Amendment No. 2 to
Registration Statement No. 33-51869 of our opinion dated July 31, 1996,
appearing in the Prospectus which is a part of this Registration Statement and
to the reference to us under the heading 'Auditors' in such Prospectus.
DELOITTE & TOUCHE LLP
New York, N.Y.
August 7, 1996
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-END> MAY-31-1996
<INVESTMENTS-AT-COST> 172,526,217
<INVESTMENTS-AT-VALUE> 180,638,425
<RECEIVABLES> 789,637
<ASSETS-OTHER> 746,245
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 182,174,307
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 372,203
<TOTAL-LIABILITIES> 372,203
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 172,756,262
<SHARES-COMMON-STOCK> 197,614,729
<SHARES-COMMON-PRIOR> 110,466,079
<ACCUMULATED-NII-CURRENT> 933,634
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 8,112,208
<NET-ASSETS> 181,802,104
<DIVIDEND-INCOME> 11,459,958
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 240,729
<NET-INVESTMENT-INCOME> 11,219,229
<REALIZED-GAINS-CURRENT> (877,558)
<APPREC-INCREASE-CURRENT> 12,653,445
<NET-CHANGE-FROM-OPS> 22,995,116
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 11,203,128
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 11,093
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 87,148,650
<NET-CHANGE-IN-ASSETS> 86,780,381
<ACCUMULATED-NII-PRIOR> 634,101
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
August 7, 1996
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-5 858768 33-35106 811-1777
DEFINED ASSET FUNDS-EIF UCSS-15 781261 33-44741 811-3044
DEFINED ASSET FUNDS-GSIF GNMA SERIES 1Y 893062 33-57873 811-2810
DEFINED ASSET FUNDS-GSIF MPUSTS-22 893116 33-57173 811-2810
DEFINED ASSET FUNDS-MITF PUT-8 757838 2-94586 811-1777
DEFINED ASSET FUNDS-CIF ITS-26 781783 33-34031 811-2295
DEFINED ASSET FUNDS-CIF ITS-29 791017 33-38787 811-2295
DEFINED ASSET FUNDS- ITS-233 DAF 910379 33-53657 811-1777
DEFINED ASSET FUNDS- ITS-254 DAF 924346 33-58675 811-1777
DEFINED ASSET FUNDS-MITF IIS-3 882125 33-44588 811-1777
DEFINED ASSET FUNDS-MITF MPS-302 730759 2-87282 811-1777
DEFINED ASSET FUNDS-MITF MPS-517 803724 33-46430 811-1777
DEFINED ASSET FUNDS- MPS-541 DAF 892764 33-52965 811-1777
DEFINED ASSET FUNDS-MITF MSS-5 881829 33-47650 811-1777
DEFINED ASSET FUNDS- MSS-36 DAF 895623 33-49569 811-1777
DEFINED ASSET FUNDS--MSS 63 DAF 910010 33-53419 811-1777
DEFINED ASSET FUNDS-MITF MSS 7D 847207 33-35112 811-1777
DEFINED ASSET FUNDS- MSS-89 DAF 924271 33-58531 811-1777
DEFINED ASSET FUNDS-MITF MSS 8X 868167 33-41160 811-1777
DEFINED ASSET FUNDS-MITF MSS A 731715 2-87501 811-1777
DEFINED ASSET FUNDS-CS Real Estate Income Fund 903643 33-51869 811-3044
TOTAL: 21 FUNDS
</TABLE>
