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Filer: DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 94-3
Investment Company Act No. 811-5065
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
DEAN WITTER SELECT EQUITY TRUST,
SELECT 10 INDUSTRIAL PORTFOLIO 94-3
B. Name of Depositor:
DEAN WITTER REYNOLDS INC.
C. Complete address of Depositor's principal executive office:
DEAN WITTER REYNOLDS INC.
Two World Trade Center
New York, New York 10048
D. Name and complete address of agents for service:
MR. MICHAEL D. BROWNE
DEAN WITTER REYNOLDS INC.
Unit Trust Department
Two World Trade Center - 59th Floor
New York, New York 10048
Copy to:
KENNETH W. ORCE, ESQ.
CAHILL GORDON & REINDEL
80 Pine Street
New York, New York 10005
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E. Total 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:
$500.00 (as required by Rule 24f-2)
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT.
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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DEAN WITTER SELECT EQUITY TRUST,
SELECT 10 INDUSTRIAL PORTFOLIO 94-3
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in
Prospectus
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of Trust ) Front Cover
(b) Title of securities issued )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of ) Introduction;
Indenture ) Amendment and
) Termination of
) the Indenture
7. Changes of name ) Included in Form
N-8B-2
8. Fiscal Year ) Included in Form
) N-8B-2
9. Litigation ) *
II. GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
10. General Information regarding )
Trust's Securities and Rights )
_________________________
* Not applicable, answer negative or not required.
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of Holders )
(a) Type of Securities ) Rights of Unit Holders
(Registered or Bearer)
(b) Type of Securities ) Administration of the
(Cumulative or ) Trust-Distribution
Distributive)
(c) Rights of Holders as to ) Redemption; Public
withdrawal or redemption ) Offering of Units-
) Secondary Market
(d) Rights of Holders as to ) Public Offering of
conversion, transfer, ) Units-Secondary
partial redemption and ) Market; Exchange
similar matters ) Option; Redemption;
) Rights of Unit Holders-
) Certificates
(e) Lapses or defaults with ) *
respect to periodic payment )
plan certificates )
(f) Voting rights as to Secu- ) Rights of Unit Holder
rities under the Indenture ) -Certain Limitations;
) Amendment and Termination
) of the Indenture
(g) Notice to Holders as to )
change in )
(1) Composition of assets ) Administration of the
of Trust ) Trust-Reports to Unit
) Holders; The Trust-
) Summary Description
) of the Portfolios
(2) Terms and Conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of ) Amendment and Termination
Indenture ) of the Indenture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
_________________________
* Not applicable, answer negative or not required.
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(h) Security Holders Consent )
required to change )
(1) Composition of assets ) Amendment and Termination
of Trust ) of the Indenture
(2) Terms and conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of ) Amendment and Termination
Indenture ) of the Indenture
(4) Identity of Depositor ) *
and Trustee )
(i) Other principal features ) Cover of Prospectus;
of the Trust's Securities ) Tax Status
11. Type of securities comprising ) The Trust-Summary
units ) Description of
) the Portfolios;
) Objectives and
) Securities Selection;
) The Trust-Special
) Considerations
12. Type of securities comprising ) *
periodic payment certificates
13. (a) Load, fees, expenses, etc. ) Summary of Essential
) Information; Public
) Offering of Units-Public
) Offering Price; -Profit
) of Sponsor;- Volume
) Discount; Expenses and
) Charges
(b) Certain information ) *
regarding periodic payment )
certificates )
(c) Certain percentages ) Summary of Essential
) Information;
) Public Offering of
) Units-Public
) Offering Price;
) -Profit of Sponsor;
) -Volume Discount
_________________________
* Not applicable, answer negative or not required.
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(d) Price differentials ) Public Offering of
) Units - Public
) Offering Price
(e) Certain other loads, fees, ) Rights of Unit Holders -
expenses, etc. ) Certificates
payable by holders )
(f) Certain profits receivable ) Redemption - Purchase by
by depositor, principal ) the Sponsors of Units
underwriters, trustee or ) Tendered for Redemption
affiliated persons )
(g) Ratio of annual charges to ) *
income
14. Issuance of trust's securities ) Introduction; Rights of
) Unit Holders - Certifi-
) cates
15. Receipt and handling of ) Public Offering of Units-
payments from purchasers ) Profit of Sponsor
16. Acquisition and disposition of ) Introduction;
underlying securities ) Amendment and
) Termination of the
) Indenture; Objectives
) and Securities Selection;
) The Trust-Summary
) Description of
) the Portfolio;
) Sponsor-Responsibility
17. Withdrawal or redemption ) Redemption;
) Public Offering of Units-
) Secondary Market;
)
)
18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment
) Programs
(b) Reinvestment of distribu- ) Reinvestment
tions ) Programs
_________________________
* Not applicable, answer negative or not required.
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(c) Reserves or special fund ) Administration of the
) Trust-Distribution
(d) Schedule of distribution ) *
19. Records, accounts and report ) Administration of the
) Trust-Records and
) Accounts;-Reports to
) Unit Holders
20. Certain miscellaneous provi- ) Amendment and Termination
sions of trust agreement ) of the Indenture; Sponsor
) - Limitation on Liability
) - Resignation; Trustee -
) - Limitation on Liability
) - Resignation
21. Loans to security holders ) *
22. Limitations on liability of ) Sponsor, Trustee;
depositor, trustee, custodian, ) Evaluator - Limitation on
etc. ) Liability
23. Bonding arrangements ) Included in Form N-8B-2
24. Other material provisions of ) *
trust agreement )
III. ORGANIZATION PERSONNEL AND AFFILIATED
PERSONS OF DEPOSITOR
25. Organization of Depositor ) Sponsor
26. Fees received by Depositor ) Expenses and Charges -
) fees; Public Offering of
) Units-Profit of Sponsor
27. Business of Depositor ) Sponsor and
) Included in Form N-8B-2
28. Certain information as to ) Included in Form N-8B-2
officials and affiliated )
persons of Depositor )
29. Voting securities of Depositor ) Included in Form N-8B-2
30. Persons controlling Depositor ) *
_________________________
* Not applicable, answer negative or not required.
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31. Compensation of Officers and ) *
Director of Depositor )
32. Compensation of Directors of ) *
Depositor )
33. Compensation of employees of ) *
Depositor )
34. Remuneration of other persons ) *
for certain services rendered )
to trust )
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's ) Public Offering of Units-
securities by states ) Public Distribution
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to ) *
distribute )
38. (a) Method of distribution ) Public Offering of Units
(b) Underwriting agreements )
(c) Selling agreements )
39. (a) Organization of principal ) Sponsor
underwriter )
(b) N.A.S.D. membership of )
principal underwriter )
40. Certain fees received by ) Public Offering of Units-
principal underwriter ) Profit of Sponsor
41. (a) Business of principal ) Sponsor
underwriter )
(b) Branch offices of ) *
principal underwriter )
(c) Salesman of principal ) *
underwriter
42. Ownership of trust's securities ) *
by certain persons
43. Certain brokerage commissions ) *
_________________________
* Not applicable, answer negative or not required.
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received by principal )
underwriter )
44. (a) Method of valuation ) Public Offering of Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering ) Public Offering of Units-
price to certain persons ) -Volume Discount; Exchange
) option
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of Units-
) Secondary Market; Redemp-
) tion
(b) Schedule as to redemption ) *
price )
47. Maintenance of position in ) See items 10(d), 44
underlying securities ) and 46
)
V. INFORMATION CONCERNING THE TRUSTEE
OR CUSTODIAN
48. Organization and regulation of ) Trustee
Trustee
49. Fees and expenses of Trustee ) Expenses
) and Charges
50. Trustee's lien ) Expenses and Charges
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. (a) Name and address of ) *
Insurance Company )
(b) Type of policies ) *
(c) Type of risks insured and ) *
excluded )
(d) Coverage of policies ) *
(e) Beneficiaries of policies ) *
(f) Terms and manner of ) *
cancellation )
(g) Method of determining ) *
premiums )
_________________________
* Not applicable, answer negative or not required.
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(h) Amount of aggregate ) *
premiums paid )
(i) Persons receiving any part ) *
of premiums )
(j) Other material provisions ) *
of the Trust relating to )
insurance )
VII. POLICY OF REGISTRANT
52. (a) Method of selecting and ) Introduction
eliminating securities from ) Objectives and Securities
the Trust ) Selection; The Trust
) -Summary Description of
) the Portfolio
) Sponsor - Responsibility
(b) Elimination of securities ) *
from the Trust )
(c) Substitution and elimina- ) Introducton
tion of securities from ) Objectives and
the Trust ) Securities Selection;
) Sponsor - Responsibility;
(d) Description of any funda- ) *
mental policy of the Trust )
53. Taxable status of the Trust ) Cover of Prospectus;
) Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Information regarding the ) *
Trust's past ten fiscal years )
55. Certain information regarding ) *
periodic payment plan certifi- )
cates )
56. Certain information regarding ) *
periodic payment plan certifi- )
cates )
57. Certain information regarding ) *
periodic payment plan certifi- )
cates )
_________________________
* Not applicable, answer negative or not required.
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58. Certain information regarding ) *
periodic payment plan certifi- )
cates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition
_________________________
* Not applicable, answer negative or not required.
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SUBJECT TO COMPLETION MAY 27, 1994
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 94-3
A "UNIT INVESTMENT TRUST"
The attached final prospectus for Dean Witter Select Equity Trust,
Select 10 Industrial Portfolio 94-2 is hereby used as a preliminary prospectus
for Dean Witter Select Equity Trust, Select 10 Industrial Portfolio 94-3. The
narrative information relating to the operation of this Series and the
structure of the final prospectus for this Series will be substantially the
same as that set forth in the attached 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 included in the attached final
prospectus since each Series has a unique Portfolio. Total return figures may
be provided for years ended June 30 which figures are not yet available.
Accordingly, the information contained herein with regard to the previous
Series should be considered as being included for informational purposes only.
Investors should contact account executives of the Sponsor 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 date of the
effectiveness of the registration statement relating to Units of this Series.
The following paragraph is hereby inserted after the third complete
paragraph under Prospectus Part B, Dean Witter Select Equity Trust,
Introduction:
Units will be sold to investors at the Public Offering Price
next computed after receipt of the investor's order to purchase Units, if
Units are available to fill orders on the day that that price is set. If
Units are not available or are insufficient to fill the order, the
investor's order will be rejected by the Sponsor. The number of Units
available may be insufficient to meet demand because of the Sponsor's
inability to or decision not to purchase and deposit underlying
Securities in amounts sufficient to maintain the proportionate numbers of
shares of each Security as required to create additional Units. The
Sponsor may, if unable to accept orders on any given day, offer to
execute the order as soon as sufficient Units can be created. An
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investor who agrees to this will be deemed to place a new order for that
number of Units each day until that order is accepted. The investor's
order will then be executed, when Units are available, at the Public
Offering Price next calculated after such continuing order is accepted.
The investor will, of course, be able to revoke his purchase offer at any
time prior to acceptance by the Sponsor. The Sponsor will execute orders
to purchase in the order it determines that they are received, i.e.,
orders received first will be filled first, except that indications of
interest prior to the effectiveness of the registration of the offering
of Trust Units which become orders upon effectiveness will be accepted
according to the order in which the indications of interest were
received.
OFFERS TO SELL OR THE SOLICITATION OF ORDERS TO BUY MAY ONLY BE
MADE IN THOSE JURISDICTIONS IN WHICH THE SECURITIES OF A TRUST HAVE BEEN
REGISTERED. INVESTORS SHOULD CONTACT ACCOUNT EXECUTIVES OF THE SPONSOR TO
DETERMINE WHETHER THE SECURITIES OF A PARTICULAR TRUST HAVE BEEN REGISTERED FOR
SALE IN THE STATE IN WHIH THEY RESIDE.
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 THEM BE ACCEPTED PRIOR TO THE TIME THE REGISTRAION 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.
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DEAN WITTER SELECT EQUITY TRUST,
SELECT 10 INDUSTRIAL PORTFOLIO 94-2
This prospectus dated May 5, 1994, File No. 33-52229, is hereby
incorporated by reference herein.
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
This registration statement on Form S-6 comprises the following
documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Written consents of the following persons:
` Cahill Gordon & Reindel (included in Exhibit 5)
` Deloitte & Touche
The following Exhibits:
*EX-4.1 Trust Indenture and Agreement, dated September 30, 1993.
***EX-4.2 Draft of Reference Trust Agreement.
_________________________
* The Trust Indenture and Agreement is incorporated by reference to exhibit
of same designation filed with the Securities and Exchange Commission as
an exhibit to the Registration Statement of Dean Witter Select Equity
Trust, Selected Opportunities Series 18, Registration number 33-50105.
*** Filed herewith.
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**EX-3(i) Certificate of Incorporation of Dean Witter Reynolds Inc.
**EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
****EX-5 Opinion of counsel as to the legality of the securities
being registered.
****EX-23.1 Consent of Independent Auditors.
****EX-23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5).
** Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement of Sears Tax-Exempt
Investment Trust, Insured Long Term Series 33 and Long Term
Municipal Portfolio Series 106, Registration numbers 33-38086 and
33-37629, respectively.
**** To be filed by amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Dean Witter Select Equity Trust, Select 10 Industrial Portfolio
94-3, has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, all in the City of New York and
State of New York on the 27th day of May, 1994.
DEAN WITTER SELECT EQUITY TRUST,
SELECT 10 INDUSTRIAL PORTFOLIO 94-3
(Registrant)
By: Dean Witter Reynolds Inc.
(Depositor)
Michael D. Browne
Michael D. Browne
Authorized Signatory
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on behalf of Dean Witter Reynolds Inc.,
the Depositor, by the following persons in the following capacities and by the
following persons who constitute a majority of the Depositor's Board of
Directors in the City of New York, and State of New York, on this 27th day of
May, 1994.
DEAN WITTER REYNOLDS INC.
Name Office
_______ ________
Philip J. Purcell Chairman & Chief )
Executive Officer )
and Director* )
Thomas C. Schneider Executive Vice )
President and Chief )
Financial Officer* )
By
Michael D. Browne
Michael D. Browne
Attorney-in-fact*
_____________________
* Executed copies of the Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with the Registration
Statement on Form S-6 for Sears Tax-Exempt Investment Trust, Long Term
Municipal Portfolio Series 96, File No. 33-32860.
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Name Office
______ ________
Richard M. DeMartini Director*
Nancy S. Donovan Director*
Charles A. Fiumefreddo Director*
James S. Higgins Director*
Stephen R. Miller Director*
Richard F. Powers Director*
Philip S. Purcell Director*
Thomas S. Schneider Director*
William B. Smith Director*
Robert E. Wood, II Director*
_____________________
* Executed copies of the Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with the Registration
Statement on Form S-6 for Sears Tax-Exempt Investment Trust, Long Term
Municipal Portfolio Series 96, File No. 33-32860.
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Exhibit Index
To
Form S-6
Registration Statement
Under the Securities Act of 1933
Exhibit No. Document Page
*EX-4.1 Trust Indenture and Agreement, dated
September 30, 1993
***EX-4.2 Draft of Reference Trust Agreement.
_________________________
* The Trust Indenture and Agreement is incorporated by reference to exhibit
of same designation filed with the Securities and Exchange Commission as
an exhibit to the Registration Statement of Dean Witter Select Equity
Trust, Selected Opportunities Series 18, Registration number 33-50105.
*** Filed herewith.
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**EX-3(i) Certificate of Incorporation of Dean
Witter Reynolds Inc.
**EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
****EX-5 Opinion of counsel as to the
legality of the securities being
registered.
****EX-23.1 Consent of Independent Auditors.
****EX-23.2 Consent of Cahill Gordon & Reindel
(included in Exhibit 5).
** Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an exhibit
to the Registration Statement of Sears Tax-Exempt Investment Trust,
Insured Long Term Series 33 and Long Term Municipal Portfolio Series
106, Registration numbers 33-38086 and 33-37629, respectively.
**** To be filed by amendment.
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Exhibit 4.2
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(DRAFT)
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 94-3
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1994 among DEAN
WITTER REYNOLDS INC., as Depositor, and United States Trust Company of New
York, as Trustee, sets forth certain provisions in full and incorporates other
provisions by reference to the document entitled "Dean Witter Select Equity
Trust, Trust Indenture and Agreement (the "Basic Agreement") dated
September 30, 1993. Such provisions as are incorporated by reference
constitute a single instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements
herein contained, the Depositor, the Trustee, and the Evaluator agree as
follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions
contained in the Basic Agreement are herein incorporated by reference in their
entirety and shall be deemed to be a part of this instrument as fully and to
the same extent as though said provisions had been set forth in full in this
instrument.
II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
A. The Trust is denominated Dean Witter Select Equity Trust,
Select 10 Industrial Portfolio 94-3 (the "Select 10 Trust").
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B. The publicly traded stocks listed in Schedule A hereto are
those which, subject to the terms of this Indenture, have been or are to be
deposited in trust under this Indenture.
C. The term, "Depositor" shall mean Dean Witter Reynolds Inc.
D. The aggregate number of Units referred to in Sections 2.03
and 9.01 of the Basic Agreement is ,000 for the Select 10 Trust.
E. A Unit is hereby declared initially equal to 1/ ,000th for
the Select 10 Trust.
F. The term "First Settlement Date" shall mean ,
1994.
G. The term "In-Kind Date" shall mean , 199 .
H. The term "Record Date" shall mean , 199 .
I. The term "Distribution Date shall mean , 199 .
J. For purposes of this Series -- Dean Witter Select Equity
Trust, Select 10 Industrial Portfolio 94-3 -- the form of Certificate set
forth in this Indenture shall be appropriately modified to reflect the title
of this Series and such of the Special Terms and Conditions of Trust set forth
herein as may be appropriate.
K. The Depositor's Annual Portfolio Supervision Fee shall be a
maximum of $ per Units.
L. The Trustee's Annual Fee as defined in Section 6.04 of the
Indenture shall be $ per Units.
(Signatures and acknowledgements on separate pages)
