<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 1998
REGISTRATION NO. 33-61155
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------
AMENDMENT NO. 3
TO
FORM S-6
------------------------------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
------------------------------------------
A. EXACT NAME OF TRUST:
EQUITY INVESTOR FUND
BLUE CHIP STOCK SERIES 3
PREMIER AMERICAN PORTFOLIO
DEFINED ASSET FUNDS
(A UNIT INVESTMENT TRUST)
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SALOMON SMITH BARNEY INC.
PRUDENTIAL SECURITIES INCORPORATED
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE, SALOMON SMITH BARNEY INC.
FENNER & SMITH 388 GREENWICH ST.
INCORPORATED 23RD FLOOR
DEFINED ASSET FUNDS NEW YORK, NY 10013
P.O. BOX 9051
PRINCETON, NJ 08543-9051
PRUDENTIAL SECURITIES PAINEWEBBER INCORPORATED DEAN WITTER REYNOLDS INC.
INCORPORATED 1285 AVENUE OF THE TWO WORLD TRADE
ONE NEW YORK PLAZA AMERICAS CENTER--59TH FLOOR
NEW YORK, NY 10292 NEW YORK, NY 10019 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. 1285 AVENUE OF THE
PRINCETON, NJ 08543-9051 NEW YORK, NY 10013 AMERICAS
NEW YORK, NY 10019
COPIES TO:
LEE B. SPENCER, JR. DOUGLAS LOWE, ESQ. PIERRE DE SAINT PHALLE,
ONE NEW YORK PLAZA DEAN WITTER REYNOLDS INC. ESQ.
NEW YORK, NY 10292 TWO WORLD TRADE 450 LEXINGTON AVENUE
CENTER--59TH FLOOR NEW YORK, NY 10017
NEW YORK, NY 10048
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 March 10, 1998.
Check box if it is proposed that this filing will become effective on November
20, 1998 pursuant to paragraph (b) of Rule 485. / x /
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- --------------------------------------------------------------------------------
<PAGE>
DEFINED ASSET FUNDSSM
- --------------------------------------------------------------------------------
EQUITY INVESTOR FUND This Defined Fund seeks total return through a
BLUE CHIP STOCK combination of capital appreciation and, to a
SERIES 3 lesser extent, dividend income by investing for a
PREMIER AMERICAN period of about nine months in a diversified
PORTFOLIO portfolio of relatively high-priced common stocks
(A UNIT INVESTMENT issued primarily by leading American corporations
TRUST) having records of uninterrupted dividend payments
- ------------------------------over a relatively long period of time ('blue chip
/ / QUARTERLY INCOME stocks'). There is no assurance that the Fund's
/ / PROFESSIONAL SELECTION objectives will be met.
/ / DIVERSIFICATION The value of the units will fluctuate with the
/ / REINVESTMENT OPTION value of the common stocks in the Portfolio and no
assurance can be given that the underlying common
stocks will continue to pay dividends or that the
underlying common stocks or the units will
appreciate in value.
Minimum purchase: $250.
No minimum purchase for Retirement Accounts.
-------------------------------------------------
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
SPONSORS: OF THIS DOCUMENT. ANY REPRESENTATION TO THE
Merrill Lynch, CONTRARY IS A CRIMINAL OFFENSE.
Pierce, Fenner & Smith -------------------------------------------------
Incorporated PART A OF THIS PROSPECTUS MAY NOT BE DISTRIBUTED
Salomon Smith Barney Inc. UNLESS ACCOMPANIED BY EQUITY INCOME FUND
Prudential Securities PROSPECTUS PART B.
Incorporated INQUIRIES SHOULD BE DIRECTED TO THE TRUSTEE AT
PaineWebber Incorporated 1-800-323-1508.
Dean Witter Reynolds Inc. PROSPECTUS PART A DATED NOVEMBER 20, 1998.
<PAGE>
- --------------------------------------------------------------------------------
Defined Asset FundsSM
Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $115 billion sponsored over 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 37 stocks represented in the Fund are issued by companies that are among the
oldest, largest or most profitable American companies in their respective
industries with established records of earnings. These are commonly known as
'blue chip' stocks. All but one have paid uninterrupted dividends over a
relatively long period of time. One issuer, Berkshire Hathaway Inc., does not
pay dividends but in the opinion of Defined Asset Funds research analysts
otherwise qualifies as a blue chip stock and trades at a price prohibitive to
most individual investors. Investing in the Portfolio, rather than in only one
or two of the underlying common stocks, is a way to diversify your investment.
This Fund was created August 22, 1995. The information in this Prospectus is as
of July 31, 1998, the evaluation date. Based upon the principal business of each
issuer and current market values, the following industries are represented in
the Portfolio:
APPROXIMATE
PORTFOLIO PERCENTAGE
/ / Aerospace 3%
/ / Chemical 7
/ / Conglomerates 17
/ / Consumer Products 16
/ / Drugs/Medical Products 13
/ / Electronics 9
/ / Insurance 10
/ / Petroleum 4
/ / Publishing/Broadcasting 4
/ / Forest Products & Paper 7
/ / Railroads 3
/ / Other 7
- ----------------------------------------------------------------
Defining Your Risks
- ----------------------------------------------------------------
Unit price fluctuates with the value of the Portfolio, and the value of the
Portfolio could be affected by changes in the financial condition of the
issuers, changes in the various industries represented in the Portfolio,
movements in stock prices generally, the impact of the Sponsors' purchase and
sale of the securities. Therefore, there is no guarantee that the objective of
the Portfolio will be achieved.
The Fund is not considered to be concentrated in any particular category of
securities (see Risk Factors in Part B).
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.
A-2
<PAGE>
- ----------------------------------------------------------------
Defining Your Investment
- ----------------------------------------------------------------
PUBLIC OFFERING PRICE PER 1,000 UNITS $1,822.45
The Public Offering Price as of July 31, 1998, the evaluation date, is based on
the aggregate value of the underlying securities ($129,238,230) divided by the
number of units outstanding (72,361,888) times 1,000, plus the initial sales
charge. An amount equal to principal cash and income cash adjustments is added
to the Public Offering Price. 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 CHARGES
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 February, May and August, 1999.
The sales charge reduction for quantity purchases shown in Part B is not
available for this Fund.
QUARTERLY INCOME DISTRIBUTIONS
Distributions of income, if any, will be paid on the 25th day of December, March
and June, 1999, to Holders of record on the 10th day of those months. 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.
REINVESTMENT OPTION
You can elect to automatically reinvest your distributions into additional units
of the Portfolio subject only to the deferred sales charge remaining at the time
of reinvestment. 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 and may, subject to certain
limitations, be eligible for the dividends-received deduction for certain
corporations (see Taxes in Part B). Foreign holders should be aware that
distributions from the Fund will generally be subject to information reporting
and withholding taxes.
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 reflect the actual 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.
TERMINATION DATE
The Portfolio will terminate by August 31, 1999. 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. On
the evaluation date, the value of the Portfolio was 129% of the value of the
securities when deposited.
- ----------------------------------------------------------------
Defining Your Costs
- ----------------------------------------------------------------
SALES CHARGE
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 on the 10th day
of February, May and August. The sales charge reduction for quantity purchases
shown in Part B is not available for this Fund. Although this 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.
As a %
of Public Amount per
Offering Price 1,000 Units
----------------- --------------
Maximum Initial Sales Charge 2.00% $ 36.45
Maximum Deferred Sales Charge 0.45% 8.13
----------------- --------------
2.45% $ 44.58
----------------- --------------
----------------- --------------
Maximum Sales Charge Imposed on
Reinvested Dividends 0.45% $ 8.13
ESTIMATED ANNUAL FUND OPERATING EXPENSES
Amount per
1,000 Units
---------------
Trustee's Fee $ 0.82
Portfolio Supervision, Bookkeeping and
Administrative Fees $ 0.45
Organizational Expenses $ 0.68
Other Operating Expenses $ 0.29
---------------
TOTAL $ 2.24
This Portfolio (and therefore the investors) will bear all or a portion of its
organizational costs--including costs of preparing the registration statement,
the trust indenture and other closing documents, registering units with the SEC
and the states, fees of the Portfolio Consultant and the initial audit of the
Portfolio--as is common for mutual funds.
REDEEMING OR SELLING YOUR INVESTMENT
You may redeem or sell 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
$1,786.00 per 1,000 units ($36.45 per 1,000 units less than the Public Offering
Price). This price reflects deductions of the deferred sales charge which
declines over the life of the Portfolio. If you sell your units before the
termination of the Portfolio, no further deferred sales charges will be
deducted.
A-3
EQUITY INVESTOR FUND, BLUE CHIP STOCK SERIES 3,
PREMIER AMERICAN PORTFOLIO,
DEFINED ASSET FUNDS
REPORT OF INDEPENDENT ACCOUNTANTS
<TABLE><CAPTION>
The Sponsors, Trustee and Holders
of Equity Investor Fund, Blue Chip Stock Series 3,
Premier American Portfolio,
Defined Asset Funds:
<S> <C>
We have audited the accompanying statement of condition of Equity Investor Fund, Blue Chip
Stock Series 3, Premier American Portfolio, Defined Asset Funds, including the portfolio,
as of July 31, 1998 and the related statements of operations and of changes in net assets
for the years ended July 31, 1998 and 1997 and the period August 23, 1995 to July 31, 1996.
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 July 31, 1998, 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 Investor Fund, Blue Chip Stock Series 3, Premier
American Portfolio, Defined Asset Funds at July 31, 1998 and the results of its operations
and changes in its net assets for the above-stated periods in conformity with generally
accepted accounting principles.
</TABLE>
DELOITTE & TOUCHE LLP
New York, New York
October 5, 1998
D-1
<PAGE>
EQUITY INVESTOR FUND, BLUE CHIP STOCK SERIES 3,
PREMIER AMERICAN PORTFOLIO,
DEFINED ASSET FUNDS
STATEMENT OF CONDITION
AS OF JULY 31, 1998
<TABLE><CAPTION>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $74,951,344) (Note 1) $129,238,230
Deferred organization costs (Note 5) 56,134
Dividends receivable 82,106
Proceeds receivable from securities sold 128,042
Income cash 75,531
Total trust property 129,580,043
LESS LIABILITIES:
Other liabilities (Note 5) $ 201,626
Advance from Trustee 4,620
Redemptions payable 127,189
Accrued fees and expenses 20,773 354,208
NET ASSETS:
Represented by:
72,361,888 units of fractional undivided
interest outstanding (Note 3) 129,089,084
Undistributed net investment income 136,751 $129,225,835
UNIT VALUE ($129,225,835 / 72,361,888 units) $1.78583
See Notes to Financial Statements.
D-2
<PAGE>
EQUITY INVESTOR FUND, BLUE CHIP STOCK SERIES 3,
PREMIER AMERICAN PORTFOLIO,
DEFINED ASSET FUNDS
STATEMENTS OF OPERATIONS
</TABLE>
<TABLE>
<CAPTION>
August 23,
1995 to
Years Ended July 31, July 31,
1998 1997 1996
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividend income $ 1,623,259 $ 1,757,569 $ 930,214
Trustee's fees and expenses (77,363) (89,155) (73,272)
Sponsors' fees (37,415) (24,650) (24,215)
Net investment income 1,508,481 1,643,764 832,727
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Realized gain on securities sold 9,845,918 5,583,323 33,216
Unrealized appreciation of investments 1,243,539 45,772,788 7,270,559
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 11,089,457 51,356,111 7,303,775
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $12,597,938 $52,999,875 $8,136,502
See Notes to Financial Statements.
</TABLE>
D-3
<PAGE>
EQUITY INVESTOR FUND, BLUE CHIP STOCK SERIES 3,
PREMIER AMERICAN PORTFOLIO,
DEFINED ASSET FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
August 23,
1995 to
Years Ended July 31, July 31,
1998 1997 1996
<S> <C> <C> <C>
OPERATIONS:
Net investment income $ 1,508,481 $ 1,643,764 $ 832,727
Realized gain on securities sold 9,845,918 5,583,323 33,216
Unrealized appreciation of investments 1,243,539 45,772,788 7,270,559
Net increase in net assets resulting
from operations 12,597,938 52,999,875 8,136,502
DISTRIBUTIONS TO HOLDERS (Note 2):
Income (1,525,878) (1,646,451) (811,896)
Principal (7,933,751)
Total distributions (9,459,629) (1,646,451) (811,896)
CAPITAL SHARE TRANSACTIONS (Note 3):
Creations of 2,985,411, 5,383,298 and
85,884,154 units, respectively 4,549,319 6,748,804 92,783,471
Redemptions of 12,274,178 and 10,093,275
units, respectively (20,835,751) (14,766,158)
Deferred organization costs (56,134) (56,134) (49,629)
Deferred sales charge (509,737) (571,156) (289,536)
Net capital share transactions (16,852,303) (8,644,644) 92,444,306
NET (DECREASE) INCREASE IN NET ASSETS (13,713,994) 42,708,780 99,768,912
NET ASSETS AT BEGINNING OF PERIOD 142,939,829 100,231,049 462,137
NET ASSETS AT END OF PERIOD $129,225,835 $142,939,829 $100,231,049
PER UNIT:
Income distributions during period $0.01978 $0.01876 $0.01210
Principal distributions during period $0.10304
Net asset value at end of period $1.78583 $1.75063 $1.16061
Units outstanding at end of period 72,361,888 81,650,655 86,360,632
See Notes to Financial Statements.
</TABLE>
D-4
<PAGE>
EQUITY INVESTOR FUND, BLUE CHIP STOCK SERIES 3,
PREMIER AMERICAN PORTFOLIO,
DEFINED ASSET FUNDS
NOTES TO FINANCIAL STATEMENTS
<TABLE><CAPTION>
<S> <C>
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
March, June, September and December. 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 72,361,888 units at Dates of Deposit $ 80,059,544
Less sales charge including deferred sales charges 1,383,496
------------
Net amount applicable to Holders 78,676,048
Redemption of units - net cost 22,367,453 units redeemed
less redemption amounts (11,240,659)
Realized gain on securities sold 15,462,457
Organization costs (161,897)
Principal distributions (7,933,751)
Net unrealized appreciation of investments 54,286,886
------------
Net capital applicable to Holders $129,089,084
4. INCOME TAXES
As of July 31, 1998, net unrealized appreciation of investments, based on cost for
Federal income tax purposes, aggregated $54,286,886 of which $57,549,483 related to
appreciated securities and $3,262,597 related to depreciated securities. The cost of
investment securities for Federal income tax purposes was $74,951,344 at July 31,
1998.
</TABLE>
D-5
<PAGE>
EQUITY INVESTOR FUND, BLUE CHIP STOCK SERIES 3,
PREMIER AMERICAN PORTFOLIO,
DEFINED ASSET FUNDS
NOTES TO FINANCIAL STATEMENTS
5. DEFERRED ORGANIZATION COSTS
Deferred organization costs are being amortized over the life of the Fund.
Included in "Other liabilities" in the accompanying Statement of Condition
is $201,626 payable to the Trustee for reimbursement of costs related to
the organization of the Trust.
D-6
<PAGE>
EQUITY INVESTOR FUND, BLUE CHIP STOCK SERIES 3,
PREMIER AMERICAN PORTFOLIO,
DEFINED ASSET FUNDS
PORTFOLIO AS OF JULY 31, 1998
<TABLE>
<CAPTION>
Current
Number of Annual
Shares of Dividend Cost of
Portfolio No. and Title Common Percentage Per Securities
of Securities Stock of Fund(3) Share(2) to Fund
Value(1)
<S> <C> <C> <C> <C> <C>
1 American Int'l Group, Inc. 41,800 4.88% $0.30 $2,574,127 $ 6,303,962
2 Berkshire Hathaway, Inc. 246 13.34 7,894,360 17,245,830
3 Boeing Co. 33,300 1.00 0.56 1,275,851 1,292,456
4 Clorox Co. (4) 32,800 2.60 1.44 1,289,745 3,362,000
5 Coca-Cola Co. 67,800 4.23 0.60 2,858,345 5,470,612
6 Colgate-Palmolive Co. 57,650 4.12 1.10 2,162,888 5,329,022
7 CSX Corp. 62,700 1.96 1.20 2,802,946 2,535,431
8 DuPont (E.I) De Nemours & Co. 66,000 3.17 1.40 2,381,950 4,092,000
9 Emerson Elec. Co. 78,150 3.59 1.18 3,153,547 4,645,041
10 Exxon Corp. 33,300 1.81 1.64 1,329,908 2,335,163
11 General Re Corp. 17,000 3.12 2.36 2,535,763 4,029,000
12 Hewlett-Packard Co. 71,300 3.06 0.64 3,213,559 3,957,150
13 Ikon Office Solution 94,400 0.79 0.16 3,545,632 1,014,800
14 International Paper 67,400 2.33 1.00 2,583,228 3,007,725
15 Johnson & Johnson 62,800 3.75 1.00 2,784,070 4,851,300
16 Kimberly-Clark Corp. 30,300 1.05 1.00 1,143,246 1,361,606
17 Marsh & McLennan 50,550 2.39 1.60 1,501,799 3,086,709
Co's., Inc. (6)
18 McGraw-Hill Co., Inc. 33,200 2.10 1.56 1,424,353 2,720,325
19 Medtronic, Inc. (4) 81,750 3.92 0.26 2,270,812 5,063,391
20 Mobil Corp. 32,500 1.75 2.28 1,770,025 2,266,875
21 Monsanto Co. 84,650 3.71 0.12 1,937,257 4,793,306
22 J.P. Morgan & Co. 16,500 1.61 3.80 1,331,462 2,079,000
23 Motorola, Inc. 50,500 2.04 0.48 3,102,875 2,638,625
24 Nike, Inc. Class B 89,600 3.09 0.48 3,462,480 3,987,200
25 Norfolk Southern Corp. (5) 50,400 1.17 0.80 1,334,465 1,505,700
26 Procter & Gamble Co. (4) 33,500 2.06 1.14 1,425,519 2,659,063
27 Solutia, Inc. (7) 15,920 0.37 0.04 172,376 472,625
28 Texas Instruments, Inc. (4) 61,700 2.83 0.34 1,744,261 3,659,581
29 Textron, Inc. 33,700 1.93 1.14 1,266,899 2,489,588
30 Tribune Co. 32,100 1.67 0.68 1,058,559 2,158,725
31 TRW, Inc. 33,700 1.40 1.24 1,341,335 1,826,119
32 United Technologies Corp. 56,050 4.16 1.44 2,802,753 5,370,291
33 Warner-Lambert Co. (5) 95,700 5.60 1.92 1,561,137 7,231,331
34 Xerox Corp. 41,650 3.40 1.44 1,913,812 4,396,678
TOTAL 100.00% $74,951,344 $129,238,230
(1) See Notes to Financial Statements.
(2) Based on latest quarterly or semi-annual ordinary dividend declared.
(3) Based on value.
(4) Includes 2-for-1 Split.
(5) Includes 3-for-1 Split.
(6) Includes 3-for-2 Split.
(7) Includes 1-for-5 Spin-off.
</TABLE>
D-7
<PAGE>
AUTHORIZATION FOR REINVESTMENT
EQUITY INVESTOR FUND
BLUE CHIP STOCK SERIES 3
PREMIER AMERICAN PORTFOLIO
DEFINED ASSET FUNDS
/ / 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 Equity Investor Fund,
Blue Chip Stock Series 3, Premier American Portfolio, Defined Asset Funds 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 distributions
(check one): / / in cash / / reinvested
Capital
distributions (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, NY NECESSARY
IF MAILED
POSTAGE WILL BE PAID BY ADDRESSEE IN THE
THE CHASE MANHATTAN BANK (MITF) UNITED STATES
RETAIL PROCESSING DEPARTMENT
BOWLING GREEN STATION
P.O. BOX 5179
NEW YORK, NY 10274-5179
- --------------------------------------------------------------------------------
(Fold along this line.)
- --------------------------------------------------------------------------------
(Fold along this line.)
<PAGE>
Defined
Asset FundsSM
SPONSORS: EQUITY INVESTOR FUND
Merrill Lynch, BLUE CHIP STOCK SERIES 3
Pierce, Fenner & Smith IncorporatedPREMIER AMERICAN PORTFOLIO
Defined Asset Funds PROSPECTUS PART A
P.O. Box 9051 This Prospectus consists of a Part A and a
Princeton, NJ 08543-9051 Part B. This Prospectus does not contain all
(609) 282-8500 of the information with respect to the
Salomon Smith Barney Inc. investment company set forth in its
Unit Trust Department registration statement and exhibits relating
388 Greenwich Street--23rd Floor thereto which have been filed with the
New York, NY 10013 Securities and Exchange Commission,
(212) 816-4000 Washington, D.C. under the Securities Act of
PaineWebber Incorporated 1933 and the Investment Company Act of 1940,
1200 Harbor Blvd. and to which reference is hereby made. Copies
Weehawken, NJ 07087 of filed material can be obtained from the
(201) 902-3000 Public Reference Section of the Commission,
Prudential Securities Incorporated 450 Fifth Street, N.W., Washington, D.C.
One New York Plaza 20549 at prescribed rates. The Commission
New York, NY 10292 also maintains a Web site that contains
(212) 778-6164 information statements and other information
Dean Witter Reynolds Inc. regarding registrants such as Defined Asset
Two World Trade Center--59th Floor Funds that file electronically with the
New York, NY 10048 Commission at http://www.sec.gov.
(212) 392-2222 ------------------------------
TRUSTEE: No person is authorized to give any
The Chase Manhattan Bank information or to make any representations
Customer Service Retail Department with respect to this investment company not
Bowling Green Station contained in its registration statement and
P.O. Box 5179 exhibits relating thereto; and any
New York, NY 10274-5179 information or representation not contained
1-800-323-1508 therein must not be relied upon as having
been authorized. This Prospectus does not
constitute an offer to sell, or a
solicitation of an offer to buy, securities
to any person to whom it is not lawful to
make such offer in such state.
15140--11/98
<PAGE>
DEFINED ASSET FUNDS--EQUITY INVESTOR FUND
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment to the Registration Statement on Form S-6
comprises the following papers and documents:
The facing sheet of Form S-6.
The cross-reference sheet (incorporated by reference to the Cross-Reference
Sheet of the Registration Statement of Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).
The Prospectus.
The Signatures.
The following exhibit:
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), 1933 Act File No. 333-00593).
R-1
<PAGE>
EQUITY INVESTOR FUND
BLUE CHIP STOCK SERIES 3
PREMIER AMERICAN PORTFOLIO
DEFINED ASSET FUNDS
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
EQUITY INVESTOR FUND, BLUE CHIP STOCK SERIES 3, PREMIER AMERICAN PORTFOLIO,
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 16TH DAY OF NOVEMBER, 1998.
SIGNATURES APPEAR ON PAGES R-3, R-4, R-5, R-6 AND R-7.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Salomon 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 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.
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
<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.
JOHN L. STEFFENS
By ERNEST V. FABIO
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)
R-3
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR
By the following persons, who constitute 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 Numbers:
33-41631 and
333-15919
ROBERT C. GOLDEN
ALAN D. HOGAN
A. LAURENCE NORTON, JR.
LELAND B. PATON
VINCENT T. PICA II
MARTIN PFINSGRAFF
HARDWICK SIMMONS
LEE B. SPENCER, JR.
BRIAN M. STORMS
By RICHARD R. HOFFMANN
(As authorized signatory for Prudential Securities
Incorporated and Attorney-in-fact for the persons
listed above)
R-4
<PAGE>
SALOMON SMITH BARNEY INC.
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Salomon Smith Barney Inc.: have been filed
under the 1933 Act
File Numbers:
33-49753,
33-55073,
333-10441,
333-63417 and
333-63033
MICHAEL A. CARPENTER
DERYCK C. MAUGHAN
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 Numbers: 33-17085 and
Reynolds Inc.: 333-13039
RICHARD M. DeMARTINI
ROBERT J. DWYER
CHRISTINE A. EDWARDS
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
MITCHELL M. MERIN
STEPHEN R. MILLER
RICHARD F. POWERS III
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 Investor Fund, Blue Chip Stock Series 3, Premier American Portfolio,
Defined Asset Funds
We consent to the use in this Post-Effective Amendment No. 1 to Registration
Statement No. 33-61155 of our opinion dated October 5, 1998 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading 'Auditors' in such Prospectus.
DELOITTE & TOUCHE LLP
New York, N.Y.
November 17, 1998
<TABLE> <S> <C>
<ARTICLE> 6
<MULTIPLIER> 1
<S>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-END> JUL-31-1998
<INVESTMENTS-AT-COST> 74,951,344
<INVESTMENTS-AT-VALUE> 129,238,230
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<REALIZED-GAINS-CURRENT> 9,845,918
<APPREC-INCREASE-CURRENT> 1,243,539
<NET-CHANGE-FROM-OPS> 12,597,938
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,525,878)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> (7,933,751)
<NUMBER-OF-SHARES-SOLD> 2,985,411
<NUMBER-OF-SHARES-REDEEMED> 12,274,178
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (13,713,994)
<ACCUMULATED-NII-PRIOR> 177,554
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