<PAGE>
Defined Asset FundsSM
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Corporate 6.64% ESTIMATED CURRENT RETURN shows the estimated annual
Income Fund cash to be received from interest-bearing bonds in
the Portfolio (net of estimated annual expenses) divided
by the Public Offering Price (including the maximum sales
INTERMEDIATE TERM
SERIES--54 charge).
6.93% ESTIMATED LONG TERM RETURN is a measure of the
estimated return over the estimated life of the Fund
(about 12 years). This represents an average of the
(A UNIT INVESTMENT yields to maturity (or in certain cases, to an earlier
TRUST) call date) of the
individual bonds in the Portfolio, adjusted to reflect
the maximum sales charge and estimated expenses. The
aver-
- --------------------
age yield for the Portfolio is derived by weighting each
/ /INTERMEDIATE TERM bond's yield by its market value and the time remaining
MATURITIES to
the call or maturity date, depending on how the bond is
/ /DESIGNED FOR HIGH priced. Unlike Estimated Current Return, Estimated Long
CURRENT INCOME Term Return takes into account maturities, discounts and
/ /DEFINED PORTFOLIO
OF
CORPORATE BONDS premiums of the underlying bonds.
/ /MONTHLY INCOME
No return estimate can be predictive of your actual
return because returns will vary with purchase price
(including
sales charges), how long units are held, changes in
/ /INVESTMENT GRADE Portfo-
lio composition, changes in interest income and changes
in fees and expenses. Therefore, Estimated Current Return
and Estimated Long Term Return are designed to be com-
parative rather than predictive. A yield calculation
/ /FOREIGN HOLDERS which is more comparable to an individual bond may be
TAX EXEMPT higher or
6.64% lower than Estimated Current Return or Estimated Long
ESTIMATED CURRENT Term Return which are more comparable to return calcu-
RETURN lations used by other investment products.
6.93%
ESTIMATED LONG TERM
RETURN
AS OF MAY 15, 1995
</TABLE>
<TABLE>
<S> <C>
SPONSORS: THESE SECURITIES HAVE NOT BEEN APPROVED OR
Merrill Lynch, DISAPPROVED BY THE SECURITIES AND EXCHANGE
Pierce, Fenner & COMMISSION OR ANY STATE SECURITIES COMMISSION
Smith Incorporated NOR HAS THE COMMISSION OR ANY STATE SECURITIES
Smith Barney Inc. COMMISSION PASSED UPON THE ACCURACY OR ADE-
Prudential QUACY OF THIS DOCUMENT. ANY REPRESENTATION
Securities TO THE CONTRARY IS A CRIMINAL OFFENSE.
Incorporated Inquiries should be directed to the Trustee at
Dean Witter Reynolds 1-800-323-1508.
Inc. Prospectus dated May 16, 1995.
PaineWebber Investors should read this prospectus carefully and
Incorporated retain it for future reference.
</TABLE>
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
Defined Asset FundsSM
Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $95 billion sponsored since 1971. 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:
Municipal portfolios
Corporate portfolios
Government portfolios
Equity portfolios
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.
- ---------------------------------------------------------------
Defined Intermediate Term Series
- ---------------------------------------------------------------
Our defined portfolio of intermediate term corporate bonds offers you a simple
and convenient way to earn a high level of current monthly income. And by
purchasing Defined Asset Funds, you not only receive professional selection but
also gain the advantage of reduced risk by investing in bonds of several
different issuers.
Investment Objective
To provide a high level of current income through investment in a fixed
portfolio consisting primarily of intermediate term corporate bonds.
- ---------------------------------------------------------------
Defining Your Portfolio
- ---------------------------------------------------------------
Professional Selection and Supervision
The Portfolio contains a variety of bonds selected by experienced buyers and
research analysts. The Fund is not actively managed; however, it is regularly
reviewed and a bond can be sold if retaining it is considered detrimental to
investors' interests.
Types of Bonds
The Portfolio consists of $12,000,000 face amount of bonds issued by 10
different corporate issuers.
<TABLE>
<CAPTION>
APPROXIMATE
ISSUERS PORTFOLIO PERCENTAGE
<S> <C> <C>
/ / FINANCIAL 75%
/ / UTILITY 17%
/ / CONSUMER GOODS 8%
</TABLE>
Bond Call Features
It is possible that during periods of falling interest rates, a bond with a
coupon higher than current market rates will be prepaid or 'called', at the
option of the bond issuer, before its expected maturity. When bonds are
initially callable, the price is usually at a premium to par which then declines
to par over time. Bonds may also be subject to a mandatory sinking fund or have
extraordinary redemption provisions. For example, if the bond's proceeds are not
able to be used as intended the bond may be redeemed. This redemption and the
sinking fund are often at par.
Call Protection
None of the bonds in the Portfolio is subject to optional refunding or sinking
fund redemption.
Tax Information
In the opinion of special counsel to the Sponsors, each Holder will be
considered to have received the interest on his pro rata portion of each bond
when interest on the bond is received by the Fund. This interest is taxable for
U.S. investors but exempt from U.S. Federal income taxes, including withholding
taxes, for many foreign investors.
- ---------------------------------------------------------------
Defining Your Investment
- ---------------------------------------------------------------
Public Offering Price per Unit $978.52
The Public Offering Price as of May 15, 1995, the business day prior to the
Initial Date of Deposit, is based on the aggregate offer side value of the
underlying bonds in the Fund ($11,272,500.00), the price at which they can be
directly purchased by the public assuming they were available, divided by the
number of units outstanding (12,000) plus a maximum sales charge of 4.00%. The
Public Offering Price on any subsequent date will vary. An amount equal to net
accrued but undistributed interest on the unit is added to the Public Offering
Price. The underlying bonds are evaluated by an independent evaluator at 3:30
p.m. Eastern time on every business day.
Low Minimum Investment
You can get started with a minimum purchase of about $1,000.
Reinvestment Option
You can elect to automatically reinvest your distributions into a separate
portfolio of corporate bonds. Reinvesting helps to compound your income.
Principal Distributions
Principal from sales, redemptions and maturities of bonds in the Fund will be
distributed to investors periodically when the amount to be distributed is more
than $5.00 per unit.
Termination Date
The Fund will generally terminate following the maturity date of the last
maturing bond listed in the Portfolio. The Fund may be terminated earlier if the
value is less than 40% of the face amount of bonds deposited.
Sponsors' Profit or Loss
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
The Sponsors' profit or loss associated with the Fund will include the receipt
of applicable sales charges, any fees for underwriting or placing bonds,
fluctuations in the Public Offering Price or secondary market price of units, a
gain of $38,500.00 on the initial deposit of the bonds and a gain or loss on
subsequent deposits of additional bonds.
Selling Your Investment
You may sell your units at any time. Your price is based on the Fund's then
current net asset value (based on the offer side evaluation of the bonds during
the initial public offering period and on the lower, bid side evaluation
thereafter, as determined by an independent evaluator), plus accrued interest.
The per unit bid side redemption and secondary market repurchase price as of May
15, 1995 was $934.38 ($44.14 less than the Public Offering Price). There is no
fee for selling your units.
- ---------------------------------------------------------------
Defining Your Risks
- ---------------------------------------------------------------
Risk Factors
Unit price fluctuates and could be adversely affected by increasing interest
rates as well as the financial condition of the issuers of the bonds. Because of
the possible maturity, sale or other disposition of securities, the size,
composition and return of the portfolio may change at any time. Because of the
sales charges, returns of principal and fluctuations in unit price, among other
reasons, the sale price will generally be less than the cost of your units. Unit
prices could also be adversely affected if a limited trading market exists in
any security to be sold. There is no guarantee that the Fund will achieve its
investment objective.
The Fund is concentrated in bonds issued by financial institutions and is
therefore dependent to a significant degree on revenues generated from those
particular activities.
- --------------------------------------------------------------------------------
Defined Portfolio
- --------------------------------------------------------------------------------
Corporate Income Fund
Intermediate Term Series--54 May 16, 1995
<TABLE>
<CAPTION>
RATINGS OF ISSUES OPTIONAL SINKING
STANDARD REFUNDING FUND COST
PORTFOLIO TITLE & POOR'S MOODY'S FITCH REDEMPTIONS (1) REDEMPTIONS (1) TO FUND (2)
<S> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
1. $1,000,000 BankAmerica Corporation, A- A3 A+ -- -- $ 990,000.00
Subordinated Notes, 7.20%, 4/15/06
2. $1,000,000 Bellsouth AAA Aaa NR -- -- 893,750.00
Telecommunications, Debentures, 5.875%,
1/15/09
3. $2,000,000 Chase Manhattan A- A3 A- -- -- 1,855,000.00
Corporation, Subordinated Notes, 6.75%,
8/15/08
4. $2,000,000 Chemical Bank, A A2 A -- -- 1,765,000.00
Subordinated Notes, 6.125%, 11/1/08
5. $1,000,000 Citicorp, Subordinated A- A3 NR -- -- 961,250.00
Notes, 6.75%, 8/15/05
6. $1,000,000 First Union Corporation, A- A3 NR -- -- 907,500.00
Subordinated Notes, 6.375%, 1/15/09
7. $1,000,000 Ford Motor Credit, Notes, A+ A1 NR -- -- 948,750.00
6.75%, 8/15/08
8. $1,000,000 Nationsbank Corporation, A- A3 A -- -- 1,018,750.00
Subordinated Notes, 7.625%, 4/15/05
9. $1,000,000 Public Service Electric & A- A2 NR -- -- 967,500.00
Gas, Series UU First and Refunding
Mortgage Bonds, 6.75%, 3/1/06
10. $1,000,000 Joseph E. Seagram & A A2 NR -- -- 965,000.00
Sons, Inc., Guaranteed Debentures,
7.00%, 4/15/08
---------------
$11,272,500.00
<CAPTION>
---------------
---------------
</TABLE>
- ------------------------------------
(1) None of the Bonds is subject to optional refunding redemption or to sinking
fund redemption.
(2) Evaluation of the bonds by the Evaluator is made on the basis of current
offer side evaluation. On this basis, 8% of the bonds were deposited at a
premium and 92% at a discount from par.
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
- ---------------------------------------------------------------
Defining Your Costs
- ---------------------------------------------------------------
Sales Charges
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.
<TABLE>
<CAPTION>
As a %
As a % of Secondary
of Initial Offering Market
Period Public Public Offering
Offering Price Price
<S> <C> <C>
------------------- ---------------
Maximum Sales Charges 4.00% 4.75%
</TABLE>
The Fund (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 and the initial audit of the Portfolio--as is common for mutual
funds. Historically, the Sponsors of unit investment trusts have paid all the
costs of establishing those trusts.
Estimated Annual Fund Operating Expenses
<TABLE>
<CAPTION>
As a %
of Average
Net Assets* Per Unit
<S> <C> <C>
------------------- ---------------
Trustee's Fee .075% $0.70
Maximum Portfolio
Supervision,
Bookkeeping and
Administrative Fees .048% $0.45
Organizational
Expenses .026% $0.24
Evaluator's Fee .016% $0.15
Other Operating
Expenses .022% $0.21
TOTAL .187% $1.75
</TABLE>
- ------------
*Based on the mean of the bid and offer side evaluations.
Costs Over Time
You would pay the following cumulative expenses on a $1,000 investment, assuming
a 5% annual return on the investment throughout the indicated periods:
<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
$42 $46 $50 $63
</TABLE>
The example assumes reinvestment of all distributions into additional units of
the Fund (a reinvestment option different from that offered by this Fund) and
uses a 5% annual rate of return as mandated by Securities and Exchange
Commission regulations applicable to mutual funds. The Costs Over Time above
reflect both sales charges and operating expenses on an increasing investment
(because the net annual return is reinvested). The example should not be
considered a representation of past or future expenses or annual rate of return;
the actual expenses and annual rate of return may be more or less than the
example.
- ---------------------------------------------------------------
Defining Your Income
- ---------------------------------------------------------------
Monthly Interest Income
The Fund pays monthly income, even though the bonds generally pay interest
semi-annually.
What You May Expect
(PAYABLE ON THE 25TH DAY OF THE MONTH TO HOLDERS OF RECORD ON THE 10TH DAY OF
THE MONTH):
<TABLE>
<S> <C>
First Distribution per unit
(August 25, 1995): $2.87
Regular Monthly Income per unit
(Beginning on September 25, 1995): $5.41
Annual Income per unit: $64.97
</TABLE>
These figures are estimates determined as of the business day prior to the
Initial Date of Deposit and actual payments may vary.
Estimated cash flows are available upon request from the Sponsors.
UNITS OF THIS FUND MAY NO LONGER BE AVAILABLE AND THEREFORE INFORMATION
CONTAINED HEREIN MAY BE 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 DOCUMENT
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.
15104-5/95
<PAGE>
<PAGE>
