<PAGE>
File No. 33-53845
Investment Company Act No. 811-5065
Filer: DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 94-3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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:
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
<PAGE>
New York, New York 10005
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.
/X/ Check box if it is proposed that this filing will become
effective immediately upon filing on July 1, 1994 pursuant
to Rule 487.
- ---------------------
* This amount was previously paid in connection with the initial
filing of this Registration Statement.
<PAGE>
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.
<PAGE>
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 )
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* Not applicable, answer negative or not required.
<PAGE>
(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
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* Not applicable, answer negative or not required.
<PAGE>
(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
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* Not applicable, answer negative or not required.
<PAGE>
(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 ) *
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* Not applicable, answer negative or not required.
<PAGE>
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 ) *
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* Not applicable, answer negative or not required.
<PAGE>
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 )
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* Not applicable, answer negative or not required.
<PAGE>
(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.
<PAGE>
58. Certain information regarding ) *
periodic payment plan certifi- )
cates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition
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* Not applicable, answer negative or not required.
<PAGE>
[LOGO]
SELECT 10 INDUSTRIAL PORTFOLIO 94-3
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25,000 Units
(A Unit Investment Trust)
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This Trust is formed for the purposes of providing income and above-average
growth potential through an investment for approximately 1 year in a fixed
portfolio consisting of the ten common stocks in the Dow Jones Industrial
Average* having the highest dividend yields on the Date of Deposit. DOW
JONES AND COMPANY INC. HAS NOT PARTICIPATED IN ANY WAY IN THE CREATION OF
THE TRUST OR IN THE SELECTION OF STOCKS INCLUDED IN THE TRUST AND HAS NOT
APPROVED ANY INFORMATION INCLUDED HEREIN RELATING THERETO. The value of the
Units of the Trust will fluctuate with the value of the Portfolio of
underlying Securities. UNITS OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR GUARANTEED OR ENDORSED BY, ANY BANK, AND THE UNITS ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY.
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Sponsor: [LOGO]
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
* Dow Jones Industrial Average is the property of Dow Jones and Company Inc.
Prospectus dated July 1, 1994
<PAGE>
Parts A and B of this Prospectus do not contain all of the information with
respect to the investment company set forth in its registration statement and
exhibits relating thereto which have been filed with the Securities and Exchange
Commission, Washington, D.C. under the Securities Act of 1933 and the Investment
Company Act of 1940, and to which reference is hereby made.
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 94-3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PART A
Cover
Table of Contents..................................... i
Summary of Essential Information...................... ii
Independent Auditors' Report.......................... ix
Statement of Financial Condition...................... x
Schedule of Portfolio Securities...................... xi
PART B
Introduction.......................................... 1
The Trust............................................. 2
Risk Factors--Special Considerations.............. 2
Summary Description of the Portfolio.............. 2
Objectives and Securities Selection............... 3
Distribution...................................... 3
Tax Status of the Trust............................... 3
Retirement Plans...................................... 4
Public Offering of Units.............................. 4
Public Offering Price............................. 4
Public Distribution............................... 5
Secondary Market.................................. 5
Profit of Sponsor................................. 5
Volume Discount................................... 6
Redemption............................................ 6
Right of Redemption............................... 6
Computation of Redemption Price................... 7
Postponement of Redemption........................ 7
<CAPTION>
PAGE
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<S> <C>
Exchange Option....................................... 8
Reinvestment Program.................................. 8
Rights of Unit Holders................................ 9
Unit Holders...................................... 9
Certain Limitations............................... 9
Expenses and Charges.................................. 9
Initial Expenses.................................. 9
Fees.............................................. 9
Other Charges..................................... 10
Administration of the Trust........................... 10
Records and Accounts.............................. 10
Distribution...................................... 10
Portfolio Supervision............................. 10
Voting of the Portfolio Securities................ 11
Reports to Unit Holders........................... 11
Amendment......................................... 11
Termination....................................... 12
Resignation, Removal and Liability.................... 12
Regarding the Trustee............................. 12
Regarding the Sponsor............................. 13
Miscellaneous......................................... 13
Sponsor........................................... 13
Trustee........................................... 13
Legal Opinions.................................... 13
Auditors.............................................. 13
</TABLE>
<TABLE>
<CAPTION>
SPONSOR TRUSTEE
- -------------------------- --------------------------
<S> <C>
Dean Witter Reynolds Inc. The Bank of New York
2 World Trade Center 101 Barclay Street
New York, New York 10048 New York, New York 10286
</TABLE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THIS INVESTMENT COMPANY NOT CONTAINED IN PARTS A
AND B OF THIS PROSPECTUS; AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED
HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. PARTS A AND B OF THIS
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
BUY, SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH
OFFER IN SUCH STATE.
i
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 94-3
As of June 30, 1994*
<TABLE>
<S> <C>
Aggregate Value of Securities in Trust**................................................. $233,359.51
Number of Units.......................................................................... 25,000+
Fractional Undivided Interest in the Trust Represented by Each Unit...................... 1/25,000th
Public Offering Price Per Unit:
Aggregate Value of Securities in the Trust Divided by 25,000 Units................... $ 9.3344
Plus Sales Charge of 3.90% of Public Offering Price*** (4.058% of net amount invested
in Securities)...................................................................... .3788
-----------
Public Offering Price per Unit....................................................... $ 9.7132
-----------
-----------
Minimum Purchase: $1,000
Public Offering Price Per 100 Units...................................................... $ 971.32
-----------
-----------
Sponsor's Repurchase Price per 100 Units and Redemption Price per 100 Units (based on the
value of the underlying Securities, $37.88 less than the Public Offering Price per 100
Units)................................................................................. $ 933.44
-----------
-----------
</TABLE>
<TABLE>
<S> <C>
Evaluation Time........................... 4:00 P .M . New York time.
Record Date............................... December 1, 1994
Distribution Dates........................ December 15, 1994 and on or about August 24, 1995.++
Minimum Principal Distribution............ No distribution need be made from the Principal Account
if the balance therein is less than $1.00 per 100 Units
outstanding.
In-Kind Distribution Date................. August 1, 1995.
Liquidation Period........................ Not to exceed 10 business days after the In-kind
Distribution date.++
Mandatory Termination Date................ August 15, 1995.
Discretionary Liquidation Amount.......... The Indenture may be terminated by the Sponsor if the
value of the Trust at any time is less than 40% of the
market value of the Securities deposited in the Trust.++
Trustee's Fee (including estimated
expenses)****............................. $1.00 per 100 Units.
Sponsor's Portfolio Supervision Fee****... Maximum of $0.25 per 100 Units.
<FN>
- ------------------------
*The Date of Deposit. The Indenture was signed and the initial deposit of
Securities with the Trustee was made on the Date of Deposit.
**Based on the evaluation of the Securities as of 4:00 P.M. on June 30, 1994.
***The sales charge will decline over the life of the Trust. (See "Public
Offering of Units--Public Offering Price", in Part B.)
****See: "Expenses and Charges" herein. The fee accrues daily and is payable on
each Distribution Date. Estimated dividends from the Securities, based on the
last dividends actually paid, are expected by the Sponsor to be sufficient to
pay the estimated expenses of the Trust.
+The number of Units will be increased as the Sponsor deposits additional
Securities into the Trust. See "Introduction", in Part B.
++The final distribution will be made within 5 business days following the
receipt of proceeds from the sale of all Portfolio Securities. (See:
"Administration of the Trust--Termination", in Part B.)
</TABLE>
ii
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
THE TRUST--The Dean Witter Select Equity Trust Select 10 Industrial
Portfolio 94-3 (the "Trust") is a unit investment trust composed of
publicly-traded common stocks or contracts to purchase such stocks (the
"Securities"). The objectives of the Trust are to provide income and
above-average growth potential through investment in the ten common stocks in
the Dow Jones Industrial Average having the highest dividend yield (the "Select
10") as of the Date of Deposit. The companies represented in the Trust are some
of the most well-known and highly capitalized companies in America. Many are
household names. An investment in approximately equal values of the ten highest
yielding stocks in the Dow Jones Industrial Average for a period of one year
would have, in most of the last 20 years, yielded a higher total return than an
investment in all of the stocks comprising the Dow Jones Industrial Average
itself. The Select 10 Industrial Portfolio seeks to achieve a better performance
than the Dow Jones Industrial Average. Investment in a number of companies
having high dividends relative to their stock prices (usually because their
stock prices are depressed) is designed to increase the Trust's potential for
higher returns. The Securities may appreciate or depreciate in value (or pay
dividends) depending on the full range of economic and market influences
affecting corporate profitability, the financial condition of issuers and the
prices of equity securities in general and the Securities in particular.
Therefore, there is no guarantee that the objectives of the Trust will be
achieved. On the initial Date of Deposit and thereafter, the Sponsor may, under
the Indenture and Agreement, deposit additional Securities which may result in a
corresponding increase in the number of Units outstanding.
TERMINATION--The Trust will terminate approximately 1 year after the initial
Date of Deposit regardless of market conditions at that time. After this period,
the Trust will liquidate. Unitholders of 2,500 units or more may elect to
receive shares in-kind. Prior to termination of the Trust, the Trustee will
begin to sell the Securities held in the Trust over a period not to exceed 10
consecutive business days (the "Liquidation Period"). Monies held upon such sale
of Securities will be held uninvested in non-interest bearing accounts created
by the Indenture until distributed pro rata to Unit Holders on or about August
24, 1995 and will be of benefit to the Trustee during such period. During the
life of the Trust, Securities will not be sold to take advantage of market
fluctuations. Because the Trust is not managed and the Securities can only be
sold during the Liquidation Period or under certain other limited circumstances
described herein, the proceeds received from the sale of Securities may be less
than could be obtained if the sale had taken place at a different time.
Depending on the volume of Securities sold and the prices of and demand for
Securities at the time of such sale, the sales of Securities from the Trust may
tend to depress the market prices of such Securities and hence the value of the
Units, thus reducing termination proceeds available to Unit Holders. In order to
mitigate potential adverse price consequences of heavy volume trading in the
Securities taking place over a short period of time and to provide an average
market price for the Securities, the Trustee will follow procedures set forth in
the Indenture to sell the Securities in an orderly fashion over a period not to
exceed the Liquidation Period. The Sponsor can give no assurance, however, that
such procedures will mitigate negative price consequences or provide a better
price for such Securities. The Trust may terminate earlier than on the Mandatory
Termination Date if the value of the Trust is less than the Discretionary
Liquidation Amount set forth under "Administration of the Trust--Termination."
DISTRIBUTION--The Trustee will distribute any dividends and any proceeds
from the disposition of Securities not used for redemption of Units received by
the Trust on December 15, 1994 and on or about August 24, 1995 to holders of
record on December 1, 1994 and the Termination Date, respectively. Upon
termination of the Trust, the Trustee will distribute to each Unit Holder of
record its pro rata share of the Trust's assets, less expenses. The sale of
Securities in the Trust during the period prior to termination and upon
termination may result in a lower amount than might otherwise be realized if
such sale were not required at such time due to impending or actual termination
of the Trust. For this reason, among others, the amount realized by a Unit
Holder upon termination may be less than the amount paid by such Unit Holder.
(See: "Administration of the Trust--Distribution".)
The Sponsor anticipates that, based upon the last dividends actually paid by
the companies listed in the "Schedule of Portfolio Securities", dividends from
the Securities will be sufficient to (i) pay expenses of the Trust and (ii)
after such payment, to make distributions to Unit Holders as described herein.
(See: "Expenses and Charges" and "Administration of the Trust--Distribution".)
PUBLIC OFFERING PRICE--The Public Offering Price per 100 Units is computed
on the basis of the aggregate value of the underlying Securities next computed
after receipt of a purchase order plus cash on hand in the Trust, divided by the
number of Units outstanding times 100, plus a sales charge of 4.058% of such
evaluation per 100 Units (the net amount invested); this results in a sales
charge of 3.90% of the Public Offering Price. The sales charge of 3.90% will
decline over the life of the Trust in the manner described below. On October 1,
1994, the sales charge will decline to 3.50% (3.627% of the net amount
invested). On January 1, 1995, it will decline again to 2.50% (2.564% of the net
amount invested) and on April 1, 1995, it will decline to 1.50% (1.523% of the
net amount invested). (See: "Public Offering of Units--Public Offering Price".)
MARKET FOR UNITS--The Sponsor, though not obligated to do so, intends to
maintain a market for the Units. If such market is not maintained, a Unit Holder
will be able to dispose of his Units through redemption at prices based on the
aggregate value of the underlying Securities. (See: "Redemption".) Market
conditions may cause such prices to be greater or less than the amount paid for
Units.
RISK FACTORS--SPECIAL CONSIDERATIONS--An investment in Units of the Trust
should be made with an understanding of the risks inherent in an investment in
common stocks, including risks associated with the limited rights of holders of
common stock to receive payments from issuers of such stock; such rights are
inferior to those of creditors and holders of debt obligations or preferred
stock. Also, holders of common stock have the right to receive dividends only
when, as and if such dividends are declared by the issuer's board of directors.
Investors should also be aware that the value of the underlying Securities in
the Portfolio may fluctuate in accordance with changes in the value of common
stocks in general. Although there are certain risks of price volatility
associated with investment in common stocks, your risk is reduced because your
capital is divided among 10 stocks from several different industry groups.
iii
<PAGE>
The portfolio of the Trust is concentrated in Securities issued by companies
deriving a substantial portion of their income from the sale of oil and related
products. In addition to the general risks associated with investment in common
stocks, investment in the oil industry may pose additional risks including the
impact of the following on the value of Securities of oil companies: changes in
demand for oil products, increased competition among oil companies, a
substantial increase in the price of oil, a drop in production of oil, a decline
in the supply of oil, price controls on oil and oil products, an oil embargo,
the political situation in oil-producing countries, domestic and foreign
government taxes or controls on the oil industry, domestic and foreign
environmental regulations affecting the oil industries' ability to operate
necessitating substantial expenditures by the oil companies, the cost of cleanup
and litigation costs relating to oil spills and other environmental damage
caused by an oil company, volatility of oil prices and the development of
alternate sources of fuel. Each of the above may affect the value of the
Securities in the portfolio. The Sponsor cannot predict the impact the
above-stated risks may have on the Securities in the portfolio over the one year
life of the Trust.
SPECIAL CHARACTERISTICS OF THE TRUST
--SECURITIES SELECTION. The Trust Portfolio consists of the ten common
stocks in the Dow Jones Industrial Average ("DJIA") having the highest dividend
yield as of the Date of Deposit. Dow Jones and Company Inc. ("Dow Jones") has
not participated in any way in the creation of the Trust or in the selection of
the stocks included in the Trust and has not approved any of the information
herein relating thereto. The yield for each stock was calculated by annualizing
the last quarterly ordinary dividend declared and dividing the annualized
dividend by the market value of the stock. Such formula (an objective
determination) served as the basis for the Sponsor's selection of the ten stocks
in the Dow Jones Industrial Average having the highest dividend yield. The
philosophy is simple. The Trust does not require sophisticated analysis or an
explanation of complex investment strategies, just the pure and simple concept
of buying a quality portfolio of stocks with the highest dividend yields of the
stocks in the DJIA in one convenient purchase. The Securities were selected
irrespective of any buy or sell recommendation by the Sponsor. Investing in DJIA
stocks with the highest dividend yields may be effective as well as conservative
because regular dividends are common for established companies and dividends
have accounted for a substantial portion of the total return on DJIA stocks as a
group.
Investors should note that the above criteria were applied to the Securities
selected for inclusion in the Trust Portfolio as of the Date of Deposit.
Subsequent to the Date of Deposit, the Securities may no longer rank among the
ten stocks in the DJIA having the highest dividend yield, the yields on the
Securities in the portfolio may change or the Securities may no longer be
included in the DJIA. However, the Sponsor may, on and subsequent to the Date of
Deposit, deposit additional Securities which reflect the Portfolio as of the
Date of Deposit, subject to permitted adjustments, and sell such additional
Units created. The sale of additional Units and the sale of Units in the
secondary market may continue even though the Securities would no longer be
chosen for deposit into the Trust if the selection process were to be made at
such later time.
Simple strategies can sometimes be the most effective. To outperform the
market is more difficult than just outperforming other asset classes. The Trust
seeks a higher total return than the DJIA by acquiring the ten common stocks in
the DJIA having the highest dividend yields on the Date of Deposit, and holding
them for about one year. Purchasing a portfolio of these stocks through an
investment in the Trust as opposed to one or two individual stocks may achieve
better overall performance and will achieve diversification. There is only one
investment decision instead of ten, and two distributions to the investor during
the one-year life of the Trust instead of 40. An investment in the Trust can be
cost-efficient, avoiding the odd-lot costs of buying small quantities of
securities directly. Investment in a number of companies with high dividends
relative to their stock prices is designed to increase the Trust's potential for
higher returns. The Trust's return may consist of a combination of capital
appreciation and current dividend income.
iv
<PAGE>
THE DOW, HISTORICALLY SPEAKING
The first DJIA, consisting of 12 stocks, was published in THE WALL STREET
JOURNAL in 1896. The list grew to 20 stocks in 1916 and to 30 stocks on October
1, 1928. Taking into account a number of names changes, 9 of the original
companies are still in the DJIA today. For two periods of 17 consecutive years
each, there were no changes to the list: March 14, 1939-July 1956 and June 1,
1959-August 6, 1976.
<TABLE>
<CAPTION>
LIST AS OF OCTOBER 1, 1928 CURRENT LIST
- ---------------------------------------------------- ----------------------------------------------------
<S> <C>
Allied Chemical Allied Signal
American Can J.P. Morgan & Co. Incorporated
American Smelting Minnesota Mining
American Sugar Du Pont
American Tobacco Eastman Kodak
Atlantic Refining Goodyear
Bethlehem Steel Bethlehem Steel
Chrysler IBM
General Electric General Electric
General Motors General Motors
General Railway Signal McDonald's
Goodrich Chevron
International Harvester Caterpillar
International Nickle Boeing
Mack Trucks Merck
Nash Motors Procter & Gamble
North American American Express
Paramount Publix International Paper
Postum, Inc. Philip Morris
Radio Corporation of America (RCA) United Technologies
Sears Roebuck & Company Sears Roebuck & Company
Standard Oil of New Jersey Exxon
Texas Corporation Texaco
Texas Gulf Sulphur Coca-Cola
Union Carbide Union Carbide
United States Steel Walt Disney
Victor Talking Machine AT&T
Westinghouse Electric Westinghouse Electric
Woolworth Woolworth
Wright Aeronautical Aluminum Co. of America
</TABLE>
The Dow Jones Industrial Average is comprised of 30 common stocks chosen by
the editors of The Wall Street Journal as representative of the broad market and
of American industry. The companies are major factors in their industries and
their stocks are widely held by individuals and institutional investors.
Changes in the components are made entirely by the editors of The Wall
Street Journal without consultation with the companies, the stock exchange or
any official agency. For the sake of continuity, such changes are made rarely.
Most substitutions have been the result of mergers, but from time to time
changes may be made to achieve a better representation. Notwithstanding the
foregoing, Dow Jones expressly reserves the right to change the components of
the Dow Jones Industrial Average at any time for any reason.
v
<PAGE>
The following tables show the actual performance of the Dow Jones Industrial
Average and the ten stocks in the index having the highest dividend yield in
each of the past twenty years as of the date indicated for each of such years.
Such annual returns do not take into account commissions, sales charges,
expenses or taxes.
<TABLE>
<CAPTION>
DOW JONES INDUSTRIAL AVERAGE(1)
-----------------------------------------------------
% CHANGE
YEAR IN DJIA DIVIDEND
ENDED 6/30/ FOR YEAR(2) RETURN(3) TOTAL RETURN(4)(5)
- ----------- ------------------ ------------- ------------------
<S> <C> <C> <C>
1975 9.54% 4.82% 14.36%
1976 14.08% 4.33% 18.41%
1977 -8.62% 4.37% -4.25%
1978 -10.62% 5.10% -5.52%
1979 2.81% 6.15% 8.96%
1980 3.08% 6.27% 9.35%
1981 12.55% 6.45% 19.00%
1982 -16.89% 5.72% -11.17%
1983 50.50% 6.66% 57.16%
1984 -7.33% 4.72% -2.61%
1985 17.93% 5.43% 23.36%
1986 41.73% 4.89% 46.62%
1987 27.78% 3.66% 31.44%
1988 -11.45% 3.06% -8.39%
1989 13.93% 4.30% 18.23%
1990 18.06% 4.29% 22.35%
1991 0.90% 3.45% 4.35%
1992 14.17% 3.29% 17.46%
1993 5.95% 3.07% 9.02%
1994 3.10% 2.89% 5.99%
<FN>
- ------------------------
(1) An index of 30 stocks compiled by Dow Jones.
(2) The percentage change in value represents the difference between the
beginning and ending value of the DJIA divided by the value of the DJIA at
the beginning of the year.
(3) The total dividends paid during the year divided by the market value of the
stocks at the beginning of the year.
(4) The change in value of the DJIA plus the dividend return for the year.
(5) Does not reflect sales charges, commissions, expenses or taxes.
</TABLE>
vi
<PAGE>
<TABLE>
<CAPTION>
SELECT 10
---------------------------------------------------
% CHANGE
YEAR IN VALUE DIVIDEND TOTAL
ENDED 6/30/ FOR YEAR(1)(2) RETURN(3)(6) RETURN(4)(5)
- ------------- -------------------- --------------- ------------
<S> <C> <C> <C>
1975 25.65% 7.30% 32.95%
1976 19.53% 5.96% 25.49%
1977 10.79% 6.20% 16.99%
1978 -13.22% 6.00% -7.22%
1979 8.87% 7.73% 16.60%
1980 2.36% 8.06% 10.42%
1981 11.42% 8.18% 19.60%
1982 -19.83% 7.09% -12.74%
1983 40.15% 9.04% 49.19%
1984 -5.27% 15.47% 10.20%
1985 20.25% 7.72% 27.97%
1986 17.58% 13.83% 31.41%
1987 40.10% 5.71% 45.81%
1988 -14.80% 4.23% -10.57%
1989 16.26% 6.05% 22.31%
1990 6.58% 5.84% 12.42%
1991 0.61% 4.86% 5.47%
1992 7.62% 4.69% 12.31%
1993 10.34% 7.91% 18.25%
1994 1.06% 6.42% 7.48%
<FN>
- ------------------------
(1) The percentage change in value, over a one year period, of the 10 highest
yielding stocks in the DJIA as of the last day of the previous year.
(2) The percentage change in value represents the difference between the
beginning and ending value of the Select 10 stocks divided by the value of
such stocks at the beginning of the year.
(3) The total dividends paid on the Select 10 stocks during the year divided by
the market value of the Select 10 stocks at the beginning of the year.
(4) The change in value of the Select 10 stocks plus the dividend return for the
year on such stocks.
(5) Does not reflect sales charges, commissions, expenses or taxes.
(6) Includes stock dividends, spin-offs and other special distributions.
</TABLE>
vii
<PAGE>
<TABLE>
<CAPTION>
COMPARISON OF TOTAL RETURN
LISTED ON THE ABOVE CHARTS
- -----------------------------------------
YEAR DJIA SELECT 10
ENDED 6/30/ TOTAL RETURN TOTAL RETURN
- ----------- ------------- -------------
<S> <C> <C>
1975 14.36% 32.95%
1976 18.41% 25.49%
1977 -4.25% 16.99%
1978 -5.52% -7.22%
1979 8.96% 16.60%
1980 9.35% 10.42%
1981 19.00% 19.60%
1982 -11.17% -12.74%
1983 57.16% 49.19%
1984 -2.61% 10.20%
1985 23.36% 27.97%
1986 46.62% 31.41%
1987 31.44% 45.81%
1988 -8.39% -10.57%
1989 18.23% 22.31%
1990 22.35% 12.42%
1991 4.35% 5.47%
1992 17.46% 12.31%
1993 9.02% 18.25%
1994 5.99% 7.48%
</TABLE>
The Select 10 Industrial Portfolio seeks to achieve a better performance
than the Dow Jones Industrial Average (DJIA) through investment for about one
year in the ten common stocks in the DJIA having the highest dividend yield as
of the Date of Deposit. In most instances in the last 20 years, a strategy of
investing in approximately equal values of these stocks each year would have
yielded a higher total return than an investment in all the stocks which make up
the DJIA.
The returns shown above are not guarantees of future performance and should
not be used as a predictor of returns to be expected in connection with the
Portfolio. Such returns do not reflect sales charges, commissions, expenses or
taxes. As indicated in the above tables, the Select 10 underperformed the DJIA
in certain years and there can be no assurance that the portfolio of the Trust
will outperform the DJIA over the life of the Trust.
--PORTFOLIO CHARACTERISTICS. The Portfolio of the Trust consists of ten
issues of Securities, all of which are common stocks, issued by companies in the
categories set forth below:
<TABLE>
<CAPTION>
PERCENTAGE OF
PORTFOLIO AGGREGATE MARKET VALUE
CATEGORIES OF ISSUER NUMBERS OF TRUST PORTFOLIO
- ------------------------------------------------------------ --------------- -----------------------
<S> <C> <C>
Financial Services 1 & 6 19.97 %
Integrated Petroleum 2, 3 & 9 30.06
Pharmaceuticals 4 9.98
Consumer, Chemical, Health Products 5 9.93
Food, Tobacco, Beverage 7 9.97
Merchandising 8 & 10 20.09
</TABLE>
On the Date of Deposit, the aggregate market value of the Securities in the
Trust was $233,359.51.
MINIMUM PURCHASE--$1,000.
PERFORMANCE INFORMATION--Information on the performance of the Trust, on the
basis of changes in Unit price (total return) may be included from time to time
in advertisements, sales literature and reports to current or prospective Unit
Holders.
viii
<PAGE>
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 94-3
We have audited the accompanying statement of financial condition and
schedule of portfolio securities of the Dean Witter Select Equity Trust Select
10 Industrial Portfolio 94-3 as of June 30, 1994. These financial statements are
the responsibility of the Trustee. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit 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. Our procedures included
confirmation of an irrevocable letter of credit and contracts for the purchase
of securities, as shown in the statement of financial condition and schedule of
portfolio securities as of June 30, 1994, by correspondence with The Bank of New
York, 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 audit provides a
reasonable basis for our opinion.
In our opinion, the statement of financial condition and schedule of
portfolio securities referred to above present fairly, in all material respects,
the financial position of the Dean Witter Select Equity Trust Select 10
Industrial Portfolio 94-3 as of June 30, 1994 in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE
June 30, 1994
New York, New York
</AUDIT-REPORT>
ix
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 94-3
DATE OF DEPOSIT, JUNE 30, 1994
<TABLE>
<S> <C>
TRUST PROPERTY
Sponsor's Contracts to purchase underlying Securities backed by an irrevocable
letter of credit (a)......................................................... $233,359.51
----------
----------
INTEREST OF UNIT HOLDERS
Units of fractional undivided interest outstanding:
Cost to investors (b)....................................................... $242,829.24
Gross underwriting commissions (c).......................................... (9,469.73)
----------
Total....................................................................... $233,359.51
----------
----------
<FN>
(a) The aggregate value of the Securities represented by Contracts to Purchase
listed under "Schedule of Portfolio Securities" and their cost to the Trust
are the same. The value is determined by the Trustee on the basis set forth
under "Public Offering of Units--Public Offering Price" as of the Date of
Deposit. An irrevocable letter of credit drawn on Morgan Guaranty Trust
Company of New York in the amount of $300,000 has been deposited with the
Trustee.
(b) The aggregate Public Offering Price is computed on the basis set forth under
"Public Offering of Units--Public Offering Price".
(c) The aggregate sales charge of 3.90% of the Public Offering Price per 100
Units is computed on the basis set forth under "Public Offering of
Units--Public Offering Price".
</TABLE>
x
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 94-3
ON DATE OF DEPOSIT, JUNE 30, 1994
<TABLE>
<CAPTION>
CURRENT PROPORTIONATE
ANNUAL RELATIONSHIP PERCENTAGE OF PRICE PER COST OF
PORTFOLIO DIVIDEND PER NUMBER OF BETWEEN NO. OF AGGREGATE MARKET SHARE TO SECURITIES
NO. NAME OF ISSUER SHARE (1) SHARES SHARES VALUE OF TRUST TRUST TO TRUST(2)(3)
---------- ------------------------- ------------- ---------- --------------- ---------------- ------------- --------------
<C> <S> <C> <C> <C> <C> <C> <C>
1. American Express
Company................ $ .90 904 14.34% 9.97% $ 25.75 $ 23,278.00
2. Chevron Corp............. 1.85 560 8.88 10.05 41.875 23,450.00
3. Exxon Corp............... 2.88 412 6.53 10.00 56.625 23,329.50
4. Merck & Co., Inc......... 1.12 783 12.42 9.98 29.75 23,294.25
5. Minnesota Mining and
Manufacturing
Company................ 1.76 468 7.42 9.93 49.50 23,166.00
6. J.P. Morgan & Co. Inc.... 2.72 377 5.98 10.00 61.875 23,326.88
7. Philip Morris Cos.,
Inc.................... 2.76 452 7.17 9.97 51.50 23,278.00
8. Sears, Roebuck & Co...... 1.60 489 7.75 10.06 48.00 23,472.00
9. Texaco Inc............... 3.20 387 6.14 10.01 60.375 23,365.13
10. Woolworth Corp........... 1.16 1,474 23.37 10.03 15.875 23,399.75
----- --------------
6,306 $ 233,359.51
----- --------------
----- --------------
<FN>
- ------------------------
(1) Based on the latest quarterly or semiannual declaration. There can be no
assurance that future dividend payments, if any, will be maintained in an
amount equal to the dividend listed above.
(2) The Securities were acquired by the Sponsor on June 30, 1994. All Securities
are represented entirely by contracts to purchase. Valuation of Securities
by the Trustee was made on the basis of the closing sale price on the New
York Stock Exchange on June 30, 1994. The aggregate purchase price to the
Sponsor for the Securities deposited in the Trust is $233,359.51.
(3) The Sponsor had no profit or loss on the Date of Deposit.
</TABLE>
xi
<PAGE>
OFFERING FEATURES
Dean Witter Select Equity Trust
Select 10 Industrial Portfolio 94-3
- ----------------------------------------------
AN OPPORTUNITY TO INVEST FOR INCOME AND ABOVE-AVERAGE GROWTH POTENTIAL
- -------------------------------------------------------------
- PORTFOLIO SELECTION -- Investment in the 10 common stocks in the Dow Jones
Industrial Average having the highest dividend yield (as of the Date of
Deposit) offers an opportunity to earn income with above-average growth
potential in the next year.*
- DIVERSIFICATION -- Risk is reduced because your investment is spread among
10 common stocks from various industry groups. Individual investors would
require a substantial capital commitment to achieve the level of
diversification offered by the Trust without incurring odd-lot charges.
- REINVESTMENT OPTION -- Investors may elect to have distributions
automatically reinvested in additional units of the Trust without a sales
charge.
- LOW MINIMUM INVESTMENT -- The Trust is priced at approximately $10 per
unit and the minimum investment is $1,000 although investors may purchase
any number of additional units they wish.
- EASY LIQUIDITY WITHOUT A FEE -- The Sponsor intends to maintain a
secondary market where you can sell units at the then-current market value
without a fee or penalty.
* Dow Jones and Company Inc. has not participated in any way in the creation of
the Trust or in the selection of the stocks included in the Trust and has not
approved any information included in the Prospectus relating thereto.
The Offering Features are a part of the prospectus and should be read in
conjunction
with the entire prospectus.
<PAGE>
INVEST IN THE 10 HIGHEST YIELDING STOCKS
IN THE DOW JONES INDUSTRIAL AVERAGE FOR
AS LITTLE AS $1,000.
- ---------------------------------------------------------
THE SELECT EQUITY TRUSTS
Achieving financial success in today's dynamic markets depends on
selecting the right investment strategy. As new opportunities emerge,
sparked by changing business trends, market strategies must be geared to
capitalize on them. Because such opportunities may not be easily
identified by individual investors, Dean Witter has developed the Select
Equity Trusts that offer investors a simple and convenient way to
participate in the equity market.
- --------------------------------------------------------------------------------
PORTFOLIO SELECTION
The Select 10 Industrial Portfolio consists of the 10 common stocks in
the Dow Jones Industrial Average having the highest dividend yield as of
the Date of Deposit. The Trust is specifically designed for investors
seeking income and above-average growth potential. Because the Trust is a
fixed portfolio of preselected securities, purchasers know in advance
what they are investing in.
- --------------------------------------------------------------------------------
SPECIAL CONSIDERATIONS--RISK FACTORS
The risks of an investment in Units of the Trust include price volatility
resulting from factors affecting the common stock of the issuer of a
portfolio security in particular and the equity markets in general. The
risks associated with an investment in common stock of oil and related
products issuers is also present as the portfolio of the Trust is
concentrated in the stock of such issuers.
- --------------------------------------------------------------------------------
DIVERSIFICATION
Risk is reduced through the Trust because it allows you to participate in
a diversified portfolio of stocks. Although there are certain risks
associated with investment in common stocks, your risk is reduced because
your capital is divided among 10 stocks from various industry groups. It
would be difficult for the average investor to achieve a comparable level
of diversification, without making a substantial capital commitment or
incurring odd-lot charges.
- --------------------------------------------------------------------------------
REINVESTMENT OPTION
Investors may elect to have distributions automatically reinvested in
additional units of the Trust without a sales charge.
- --------------------------------------------------------------------------------
COST EFFECTIVE
CONVENIENT PURCHASE PRICE/NO ODD-LOT PENALTIES
Typically stocks purchased in amounts less than 100 shares are subject to
odd-lot penalties. If you were to purchase 100 shares of each of the
stocks in this portfolio, it would require a large commitment of capital.
If you were to purchase smaller amounts of each stock, you would incur
odd-lot penalties on many of your purchases. Our convenient purchase
price of approximately $10 per unit with a minimum purchase of $1,000,
allows you to invest in all the stocks in an affordable manner. Volume
discounts are available beginning on orders over $25,000.
The Offering Features are a part of the prospectus and should be read in
conjunction
with the entire prospectus.
<PAGE>
- ---------------------------------------------------
FLEXIBILITY THROUGH EXCHANGE PRIVILEGES
Investors may elect, at any time, to exchange these units for units of
another Dean Witter Select Trust at a reduced sales charge.
- --------------------------------------------------------------------------------
SHORT-TERM LIFE
The Trust will terminate in approximately one year. After this period,
the Portfolio will liquidate. Unit Holders owning at least 2,500 units
may elect to receive distributions in respect of their Units in kind.
Unit Holders not so electing will receive cash. You may, of course, sell
or redeem your Units prior to the Trust's termination.
- --------------------------------------------------------------------------------
EASY LIQUIDITY WITHOUT A FEE
Although not obligated to do so, Dean Witter intends to maintain a
secondary market for the resale of Units. All or a portion of your Units
may be liquidated at any time, without charge. The price you receive will
reflect market conditions and could be more or less than the price
originally paid.
- --------------------------------------------------------------------------------
RETIREMENT ACCOUNTS
This Trust may be an attractive investment vehicle for a self-directed
IRA or self-directed self-employed retirement plan ("Keogh plan"). As an
income-and growth-oriented investment, it may be a suitable complement to
achieve overall portfolio diversification.
- --------------------------------------------------------------------------------
EASE OF OWNERSHIP
The usual chores associated with individual ownership of stocks--keeping
records, safekeeping of certificates, and more--are eliminated through a
single investment in the Trust. You will receive year-end information
from the Trustee, including Federal income tax information.
The Offering Features are a part of the prospectus and should be read in
conjunction
with the entire prospectus.
<PAGE>
PROSPECTUS PART B
DEAN WITTER SELECT EQUITY TRUST
INTRODUCTION
This series of the Dean Witter Select Equity Trust (the "Trust") was created
under the laws of the State of New York pursuant to a Trust Indenture and
Agreement (the "Indenture") and a related Reference Trust Agreement (the
"Agreement") (collectively, the "Indenture and Agreement")*, between Dean Witter
Reynolds Inc. (the "Sponsor") and The Bank of New York (the "Trustee"). The
Sponsor is a principal operating subsidiary of Dean Witter, Discover & Co.
("DWDC"), a publicly-held corporation. (See: "Sponsor".) The objectives of the
Trust are income and above average growth potential through investment in a
fixed portfolio of Securities (the "Portfolio") of publicly-traded common stock.
There is no assurance that this objective will be met because the Securities may
appreciate or depreciate in value (or pay dividends) depending on the full range
of economic and market influences affecting corporate profitability, the
financial condition of issuers and the prices of equity securities in general
and the Securities in particular.
On the date of creation of the Trust (the "Date of Deposit"), the Sponsor
deposited with the Trustee certain securities and contracts and funds
(represented by irrevocable letter(s) of credit issued by major commercial
bank(s)) for the purchase of such securities (collectively, the "Securities") at
prices equal to the market value of such Securities as determined by the Trustee
as of the Date of Deposit. (See: "Schedule of Portfolio Securities".) The Trust
was created simultaneously with the deposit of the Securities with the Trustee
and the execution of the Indenture and the Agreement. The Trustee then
immediately delivered to the Sponsor certificates of beneficial interest (the
"Certificates") representing the units (the "Units") comprising the entire
ownership of the Trust. Through this prospectus (the "Prospectus"), the Sponsor
is offering the Units, including Additional Units, as defined below, for sale to
the public. The holders of Certificates (the "Unit Holders") will have the right
to have their Units redeemed at a price based on the market value of the
Securities (the "Redemption Value") if they cannot be sold in the secondary
market which the Sponsor, although not obligated to, proposes to maintain. In
addition, the Sponsor may offer for sale, through this Prospectus, Units which
the Sponsor may have repurchased in the secondary market or upon the tender of
such Units for redemption. The Trustee has not participated in the selection of
Securities for the Trust, and neither the Sponsor nor the Trustee will be liable
in any way for any default, failure or defect in any Securities.
With the deposit of the Securities in the Trust on the Date of Deposit, the
Sponsor established a proportionate relationship between the number of shares of
each Security in the Portfolio. The Sponsor is permitted under the Indenture and
Agreement to deposit additional Securities during the life of the Trust,
resulting in an increase in the number of Units outstanding (the "Additional
Units"). Such Additional Units may be continuously offered for sale to the
public by means of this Prospectus. Any additional Securities deposited in the
Trust during the 90 day period following the Date of Deposit in connection with
the sale of these Additional Units will substantially maintain the proportionate
relationship between the number of shares of each Security in the Portfolio on
the day of deposit of such additional Securities and any cash not held for
distribution to Unit Holders prior to the deposit. (The original proportionate
relationships on the Date of Deposit are set forth in "Schedule of Portfolio
Securities".) The original proportionate relationships are subject to adjustment
under certain limited circumstances. (See: "Administration of the
Trust--Portfolio Supervision".) Subsequent to such 90 day period any deposit of
additional Securities and cash must exactly replicate the portfolio immediately
prior to such deposit. The Sponsor may acquire large volumes of additional
Securities for deposit into the Trust over a short period of time. Such
acquisitions may tend to raise the market prices of these Securities. The
Sponsor cannot currently predict the actual market impact of the Sponsor's
purchases of additional Securities, because the actual volume of Securities to
be purchased and the supply and price of such Securities is not known.
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 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.
On the Date of Deposit, each Unit represented the fractional undivided
interest in the Securities and net income of the Trust set forth under "Summary
of Essential Information". Thereafter, if any Units are redeemed, the amount of
Securities in the Trust will be reduced, and the fractional undivided interest
represented by each remaining Unit in the balance of the Trust will be
increased. However, if Additional Units are issued by the Trust, the aggregate
value of the Securities in the Trust will be increased by amounts allocable to
such Additional Units and the
- ------------------------
* Reference is hereby made to said Indenture and Agreement and any statements
contained herein are qualified in their entirety by the provisions of said
Indenture and Agreement.
<PAGE>
fractional undivided interest in the balance will be decreased. In both cases,
the interest in the Trust Securities represented by each Unit will remain
unchanged. Units will remain outstanding until redeemed upon tender to the
Trustee by any Unit Holder (which may include the Sponsor) or until the
termination of the Trust pursuant to the Indenture and Agreement.
THE TRUST
SPECIAL CONSIDERATIONS--RISK FACTORS
An investment in Units of the Trust should be made with an understanding of
the risks which an investment in publicly-traded common stock may entail,
including the risk that the value of the Portfolio and hence of the Units will
decline with decreases in the market value of the Securities. The Trust will be
terminated and liquidated no later than the Mandatory Termination Date set forth
in the "Summary of Essential Information".
SUMMARY DESCRIPTION OF THE PORTFOLIO
As used herein, the term "Common Stocks" refers to the common stocks (or
contracts to purchase such common stocks) (any such contracts to purchase common
stocks to be accompanied by an irrevocable letter of credit sufficient to
perform such contracts), initially deposited in the Trust and described under
"Schedule of Portfolio Securities". The term "Securities" includes any
additional common stock or contracts to purchase additional common stock
together with the corresponding irrevocable letter of credit, subsequently
acquired by the Trust pursuant to the Indenture and Agreement.
An investment in Units of the Trust should be made with an understanding
that the value of the underlying Securities, and therefore the value of Units,
will fluctuate, depending upon the full range of economic and market influences
which may affect the market value of such Securities. Certain risks are inherent
in an investment in equity securities, including the risk that the financial
condition of one or more of the issuers of the Securities may worsen or the
general condition of the common stock market may weaken. In such case, the value
of the Portfolio Securities and hence the value of Units may decline. Common
stocks are susceptible to general stock market movements and to volatile and
unpredictable increases and decreases in value as market confidence in and
perceptions of the issuers change from time to time. Such perceptions are based
upon varying reactions to such factors as expectations regarding domestic and
foreign economic, monetary and fiscal policies, inflation and interest rates,
currency exchange rates, economic expansion or contraction, and global or
regional political, economic or banking crises. In addition, investors should
understand that there are certain payment risks involved in owning common
stocks, including risks arising from the fact that holders of common and
preferred stocks have rights to receive payments from the issuers of those
stocks that are generally inferior to those of creditors of, or holders of debt
obligations issued by, such issuers. Furthermore, the rights of holders of
common stocks are inferior to the rights of holders of preferred stocks. Holders
of common stocks of the type held in the Portfolio have a right to receive
dividends only when, as and if, and in the amounts, declared by the issuer's
board of directors and to participate in amounts available for distribution by
the issuer only after all other claims on the issuer have been paid or provided
for. By contrast, holders of preferred stocks have the right to receive
dividends at a fixed rate when and as declared by the issuer's board of
directors, normally on a cumulative basis, but do not ordinarily participate in
other amounts available for distribution by the issuing corporation. Cumulative
preferred stock dividends must be paid before common stock dividends, and any
cumulative preferred stock dividend omitted is added to future dividends payable
to the holders of such cumulative preferred stock. Preferred stocks are also
entitled to rights on liquidation which are senior to those of common stocks.
For these reasons, preferred stocks entail less risk than common stocks.
However, neither preferred nor common stocks represent an obligation or
liability of the issuer and therefore do not offer any assurance of income or
provide the degree of protection of capital of debt securities. The issuance of
debt securities (as compared with both preferred and common stock) and preferred
stock (as compared with common stock) will create prior claims for payment of
principal and interest (in the case of debt securities) and dividends (in the
case of preferred securities) which could adversely affect the ability and
inclination of the issuer to declare or pay dividends on its common stock or the
rights of holders of common stock with respect to assets of the issuer upon
liquidation or bankruptcy. Further, unlike debt securities which typically have
a stated principal amount payable at maturity (which value will be subject to
market fluctuations prior thereto), or preferred stocks which typically have
liquidation preference and which may have stated optional or mandatory
redemption provisions, common stocks have neither a fixed principal amount nor a
maturity date and have values which are subject to market fluctuations for as
long as the common stocks remain outstanding. Additionally, market timing and
volume trading will also affect the underlying value of Securities, including
the Sponsor's buying of additional Securities and the Trust's selling of
Securities during the Liquidation Period. The value of the Securities in the
Portfolio thus may be expected to fluctuate over the entire life of the Trust to
values higher or lower than those prevailing on the Date of Deposit. The Sponsor
may direct the Trustee to dispose of Securities under certain specified
circumstances (see "Administration of the Trust--Portfolio Supervision").
However, Securities will not be disposed of solely as a result of normal
fluctuations in market value.
There can be no assurance that a market will be made for any of the
Securities, that any market for the Securities will be maintained or of the
liquidity of the Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to meet redemptions
and the value of the Trust will be adversely affected if trading markets for the
Securities are limited or absent.
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<PAGE>
OBJECTIVES AND SECURITIES SELECTION
The objectives of the Trust are (i) to provide income and (ii) to offer
above-average growth potential through an investment for approximately one year
in a fixed diversified portfolio of Securities chosen in the manner described in
the "Summary of Essential Information" in Part A herein. There is, of course, no
guarantee that the Trust's objectives will be achieved.
The Trust consists of such of the securities listed under "Schedule of
Portfolio Securities" as may continue to be held from time to time in the Trust
and any additional Securities and/or contributed cash acquired and held by the
Trust pursuant to the provisions of the Indenture together with undistributed
income therefrom and undistributed cash realized from the disposition of
Securities (See: "Administration of the Trust"). Neither the Sponsor nor the
Trustee shall be liable in any way for any default, failure or defect in any of
the Securities. However, should any contract deposited hereunder fail and no
substitute Security be acquired, the Sponsor shall cause to be refunded the
sales charge relating to such security, plus the pro rata portion of the cost of
the failed contract listed under "Schedule of Portfolio Securities".
Because certain Securities from time to time may be sold or their percentage
reduced under certain circumstances described herein, and because additional
Securities may be deposited into the Trust from time to time, the Trust is not
expected to retain for any length of time its present size and composition.
(See: "Administration of the Trust--Portfolio Supervision".)
The Trust is organized as a unit investment trust and not as a management
investment company. Therefore, neither the Trustee nor the Sponsor has the
authority to manage the Trust's assets in an attempt to take advantage of
various market conditions to improve the Trust's net asset value, and further,
the Trust's Securities may be disposed of only under limited circumstances.
(See: "Administration of the Trust-- Portfolio Supervision".)
There is no assurance that any dividends will be declared or paid in the
future on the Securities initially deposited or to be deposited subsequently in
the Trust.
DISTRIBUTION
The Record Date and the Distribution Dates are set forth in Part A hereto.
(See: "Summary of Essential Information".) The distributions will be an amount
equal to such Unit Holder's pro rata portion of the amount of dividend income
received by the Trust and proceeds of the sale of Portfolio Securities,
including capital gains, not used for the redemption of Units, if any (less the
Trustee's fees, Sponsor's portfolio supervision fees and expenses).
Distributions for the account of beneficial owners of Units registered in
"street name" and held by the Sponsor will be made to the investment account of
such beneficial owners maintained with the Sponsor. Whenever required for
regulatory or tax purposes or if otherwise directed by the Sponsor, the Trustee
may make special distributions on special distribution dates to Unit Holders of
record on special record dates declared by the Trustee.
TAX STATUS OF THE TRUST
In the opinion of Cahill Gordon & Reindel, special counsel for the Sponsor,
under existing Federal income tax law:
The Trust is not an association taxable as a corporation for Federal
income tax purposes, and income received by the Trust will be treated as
income of the Unit Holders in the manner set forth below.
Each Unit Holder will be considered the owner of a pro rata portion of
each asset in the Trust under the grantor trust rules of Sections 671-678 of
the Internal Revenue Code of 1986, as amended (the "Code"). A Unit Holder
should determine the tax cost for each asset represented by the Holder's
Units by allocating the total cost for such Units among the assets in the
Trust represented by the Units in proportion to the relative fair market
values thereof on the date the Unit Holder purchases such Units.
A Unit Holder will be considered to have received all of the dividends
paid on the Holder's pro rata portion of each Security when such dividends
are received by the Trust. In the case of a corporate Unit Holder, such
dividends will qualify for the 70% dividends received deduction for
corporations to the same extent as though the dividend paying stock were
held directly by the corporate Unit Holder. An individual Unit Holder who
itemizes deductions will be entitled to an itemized deduction for the
Holder's pro rata share of fees and expenses paid by the Trust as though
such fees and expenses were paid directly by the Unit Holder, but only to
the extent that this amount together with the Unit Holder's other
miscellaneous deductions exceeds 2% of the Holder's adjusted gross income. A
corporate Unit Holder will not be subject to this 2% floor.
Under the position taken by the Internal Revenue Service in Revenue
Ruling 90-7, a distribution by the Trustee to a Unit Holder (or to the
Holder's agent) of such Holder's PRO RATA share of the Securities in kind
upon redemption or termination of the Trust will not be a taxable event to
the Unit Holder. Such Unit Holder's basis for Securities so distributed will
be equal to the Holder's basis for the same Securities (previously
represented by the Holder's Units) prior to such distribution and the
holding period for such Securities will be the shorter of the period during
which the Unit Holder held the Units and the period for which the Securities
were held in the Trust. A Unit Holder will have a taxable gain or loss,
which will be a capital gain or loss except in the case of a dealer, when
the Unit Holder disposes of such Securities in a taxable transfer.
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Under the income tax laws of the State and City of New York, the Trust
is not an association taxable as a corporation and the income of the Trust
will be treated as the income of the Unit Holders.
If the proceeds received by the Trust upon the sale or redemption of an
underlying Security exceed a Unit Holder's adjusted tax cost allocable to the
Security disposed of, that Unit Holder will realize a taxable gain to the extent
of such excess. Conversely, if the proceeds received by the Trust upon the sale
or redemption of an underlying Security are less than a Unit Holder's adjusted
tax cost allocable to the Security disposed of, that Unit Holder will realize a
loss for tax purposes to the extent of such difference. Under the Code, net
capital gain (i.e., the excess of net long-term capital gain over net short-term
capital loss) of individuals, estates and trusts is subject to a maximum nominal
tax rate of 28%. Such net capital gain may, however, result in a disallowance of
itemized deductions and/or affect a personal exemption phase-out.
Each Unit Holder should consult his, her or its tax advisor with respect to
the application of the above general information to his, her or its own personal
situation.
RETIREMENT PLANS
Units of the Trust may be suited for purchase by Individual Retirement
Accounts and pension plans or profit sharing and other qualified retirement
plans. Investors considering participation in any such plan should review
specific tax laws and pending legislation relating thereto and should consult
their attorneys or tax advisors with respect to the establishment and
maintenance of any such plan.
A qualified retirement plan provides employee retirement benefits and is
funded by contributions from the employer (including contributions by a
self-employed individual, in which case the plan is sometimes called a Keogh
plan). The contributions are, within limits, deductible in determining the
taxable income of the contributing employer for Federal income tax purposes.
Income received by the plan is not taxed when received by it (nor are plan
losses deductible), but distributions from the plan are generally included in
ordinary income of the distributee upon receipt. A lump sum payout of the entire
amount held in such a plan can, however, be eligible for 5 or 10 year averaging.
An individual retirement account (an "IRA") is similar to a qualified
retirement plan but contributions to an IRA up to $2,000 per year ($2,250 if at
least $250 is contributed for the benefit of the worker's non-earning spouse)
are generally made by an individual from earned income, rather than by an
employer. An individual is permitted to contribute to an IRA even though he or
she is also covered by a qualified retirement plan; but, in the case of
higher-income individuals who are active participants in a qualified retirement
plan, IRA contributions are neither currently deductible nor taxed when paid out
by the IRA (although income earned in the IRA is taxed as ordinary income when
distributed). The IRA beneficiary must not have attained age 70 1/2 by the close
of the taxable year for which an IRA contribution is made; and 5 and 10 year
averaging is not allowable for IRA distributions.
Distributions from qualified retirement plans must begin in minimum amounts
no later than the April 1 following the calendar year in which the employee
attains age 70 1/2 or within 5 years after his or her prior death if death
occurs before distributions begin (with later distribution allowed for a
surviving spouse and with lifetime annuity-type payouts to any beneficiary
permitted). Minimum required distributions from IRAs are governed by similar
rules.
Forms and arrangements for establishing qualified retirement plans and IRAs
are available from the Sponsor, as well as from other brokerage firms, other
financial institutions and others. Fees and charges with respect to such plans
and IRAs are not uniform and may vary from time to time as well as from
institution to institution.
Distributions received from a qualified retirement plan or IRA before the
employee attains age 59 1/2 are subject to a 10% additional tax, unless the
distribution is (i) made on or after the employee's death, (ii) attributable to
his disablement, (iii) in the nature of a life annuity, (iv) made to the
employee after separation from service after attainment of age 55, or (v) made
for other reasons specified in the law. Qualifying distributions from a
qualified retirement plan or from an IRA may, however, be rolled over or
transferred to another qualified retirement plan or IRA under specified
circumstances.
The foregoing information is of a general nature, does not purport to be
complete and relates only to the Federal income tax rules applicable to
qualified retirement plans and IRAs. State and local tax rules and foreign tax
regimes may treat qualified retirement plans and IRAs differently. Anyone
contemplating establishing a qualified retirement plan or IRA or investing funds
of such a plan or IRA in Trust units should consult his, her or its tax advisor
with respect to the tax consequences of any such action and the application of
the foregoing general tax information to his, her or its particular situation.
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE
The Public Offering Price of the Units is calculated daily, and is computed
by adding to the aggregate market value of the Portfolio Securities (as
determined by the Trustee) next computed after receipt of a purchase order,
divided by the number of Units outstanding, the sales charge shown in "Summary
of Essential Information". After the initial Date of Deposit, a proportionate
share of amounts in the Income Account and Principal Account and amounts
receivable in respect of stocks trading ex-dividend (other than money required
to be distributed to Unit
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<PAGE>
Holders on a Distribution Date and money required to redeem tendered Units) is
added to the Public Offering Price. In the event a stock is trading ex-dividend
at the time of deposit of additional Securities, an amount equal to the dividend
that would be received if such stock were to receive a dividend will be added to
the Public Offering Price. The sales charge will decline over the life of the
Trust in the manner described in "Summary of Essential Information--Public
Offering Price". The Public Offering Price per Unit is calculated to five
decimal places and rounded up or down to three decimal places. The Public
Offering Price on any particular date will vary from the Public Offering Price
on the Date of Deposit (set forth in the "Summary of Essential Information") in
accordance with fluctuations in the aggregate market value of the Securities,
the amount of available cash on hand in the Trust and the amount of certain
accrued fees and expenses.
As more fully described in the Indenture, the aggregate market value of the
Securities is determined on each business day by the Trustee based on closing
prices on the day the valuation is made or, if there are no such reported
prices, by taking into account the same factors referred to under
"Redemption--Computation of Redemption Price". Determinations are effective for
transactions effected subsequent to the last preceding determination.
PUBLIC DISTRIBUTION
Units issued on the Date of Deposit and Additional Units issued in respect
of additional deposits of Securities will be distributed to the public by the
Sponsor and through dealers at the Public Offering Price determined as provided
above. Unsold Units or Units acquired by the Sponsor in the secondary market
referred to below may be offered to the public by this Prospectus at the then
current Public Offering Price determined as provided above.
The Sponsor intends to qualify Units in states selected by the Sponsor for
sale by the Sponsor and through dealers who are members of the National
Association of Securities Dealers, Inc. Sales to dealers during the initial
offering period will be made at prices which reflect a concession of 70% of the
applicable sales charge, subject to change from time to time. In addition, sales
of Units may be made pursuant to distribution arrangements with certain banks
and/or other entities subject to regulation by the Office of the Comptroller of
the Currency (including NationsSecurities, a partnership created pursuant to a
joint venture between NationsBank of North Carolina, N.A. and an affiliate of
the Sponsor) which are acting as agents for their customers. These banks and/or
entities are making Units of the Trust available to their customers on an agency
basis. A portion of the sales charge paid by these customers is retained by or
remitted to such banks or entities in an amount equal to the fee customarily
received by an agent for acting in such capacity in connection with the purchase
of Units. The Glass-Steagall Act prohibits banks from underwriting certain
securities, including Units of the Trust; however, this Act does permit certain
agency transactions, and banking regulators have not indicated that these
particular agency transactions are impermissible under this Act. In Texas, as
well as certain other states, any bank making Units available must be registered
as a broker-dealer in that State. The Sponsor reserves the right to reject, in
whole or in part, any order for the purchase of Units.
SECONDARY MARKET
While not obligated to do so, it is the Sponsor's present intention to
maintain, at its expense, a secondary market for Units of this series of the
Dean Witter Select Equity Trust and to continuously offer to repurchase Units
from Unit Holders at the Sponsor's Repurchase Price. The Sponsor's Repurchase
Price is computed by adding to the aggregate value of the Securities in the
Trust, any cash on hand in the Trust including dividends receivable on stocks
trading ex-dividend (other than money required to redeem tendered Units and cash
deposited by the Sponsor to purchase Securities or cash held in the Reserve
Account) and deducting therefrom expenses of the Trustee, Sponsor, counsel and
taxes, if any, and cash held for distribution to Unit Holders of record as of a
date on or prior to the evaluation; and then dividing the resulting sum by the
number of Units outstanding, as of the date of such computation. There is no
sales charge incurred when a Unit Holder sells Units back to the Sponsor. Any
Units repurchased by the Sponsor at the Sponsor's Repurchase Price may be
reoffered to the public by the Sponsor at the then current Public Offering
Price. Any profit or loss resulting from the resale of such Units will belong to
the Sponsor.
If the supply of Units exceeds demand (or for any other business reason),
the Sponsor may, at any time, occasionally, from time to time, or permanently,
discontinue the repurchase of Units of this series at the Sponsor's Repurchase
Price. In such event, although under no obligation to do so, the Sponsor may, as
a service to Unit Holders, offer to repurchase Units at the "Redemption Price".
Alternatively, Unit Holders may redeem their Units through the Trustee.
PROFIT OF SPONSOR
The Sponsor receives a sales charge on Units sold to the public and to
dealers. The Sponsor may have also realized a profit (or sustained a loss) on
the deposit of the Securities in the Trust representing the difference between
the cost of the Securities to the Sponsor and the cost of the Securities to the
Trust (for a description of such profit (or loss) and the amount of such
difference on the initial Date of Deposit see: "Schedule of Portfolio
Securities"). The Sponsor may realize a similar profit (or loss) in connection
with each additional deposit of Securities. In addition, the Sponsor may have
acted as broker in transactions relating to the purchase of Securities for
deposit in the Trust. During the initial public offering period the Sponsor may
realize additional profit (or sustain a loss) due to daily fluctuations in the
prices of the Securities in the Trust and thus in the Public Offering Price of
Units received by the Sponsor. Cash, if any, received by the Sponsor from the
Unit Holders prior to the settlement date for purchase of Units or prior to the
payment for Securities upon their delivery may be used in the Sponsor's business
and may be of benefit to the Sponsor.
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<PAGE>
The Sponsor may also realize profits (or sustain losses) while maintaining a
secondary market in the Units, in the amount of any difference between the
prices at which the Sponsor buys Units and the prices at which the Sponsor
resells such Units (such prices include a sales charge) or the prices at which
the Sponsor redeems such Units, as the case may be.
VOLUME DISCOUNT
Although under no obligation to do so, the Sponsor intends to permit volume
purchasers of Units to purchase Units at a reduced sales charge during such
period as the highest sales charge is 3.90%. The Sponsor may at any time change
the amount by which the sales charge is reduced, or may discontinue the discount
altogether.
The sales charge of 3.90% of the Public Offering Price will be reduced
pursuant to the following graduated scale for sales to any person of at least
$25,000.
<TABLE>
<CAPTION>
SALES CHARGE
------------------------------------------
PERCENT OF PERCENT OF
PUBLIC OFFERING PRICE NET AMOUNT INVESTED
--------------------- -------------------
<S> <C> <C>
Less than $25,000........................................ 3.90% 4.058%
$25,000 to $49,999....................................... 3.75 3.896
$50,000 to $99,999....................................... 3.50 3.627
$100,000 to $249,999..................................... 3.00 3.093
$250,000 to $499,999..................................... 2.75 2.828
$500,000 to $999,999..................................... 2.00 2.041
$1,000,000 or more....................................... 1.50 1.523
</TABLE>
The reduced sales charges as shown on the chart above will apply to all
purchases of Units of this Trust on any one day by the same person, partnership
or corporation (other than a dealer), in the amounts stated herein.
Units held in the name of the purchaser's spouse or in the name of a
purchaser's child under the age 21 are deemed for the purposes hereof to be
registered in the name of the purchaser. The reduced sales charges are also
applicable to a trustee or other fiduciary, including a partnership or
corporation purchasing Units for a single trust estate or single fiduciary
account.
The dealer concession will be 70% of the sales charge per Unit.
REDEMPTION
RIGHT OF REDEMPTION
One or more Units represented by a Certificate may be redeemed at the
Redemption Price upon tender of such Certificate to the Trustee at its unit
investment trust office in the City of New York, properly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee (as set forth in the Certificate), and executed by the Unit Holder or
its authorized attorney. A Unit Holder may tender its Units for redemption at
any time after the settlement date for purchase, whether or not it has received
a definitive Certificate. The Redemption Price per Unit is calculated as set
forth under "Computation of Redemption Price". There is no sales charge incurred
when a Unit Holder tenders its Units to the Trustee for redemption.
On the seventh calendar day following the tender to the Trustee of
Certificates representing Units to be redeemed (or if the seventh calendar day
is not a Business Day, on the first Business Day day prior thereto) the Unit
Holder will be entitled to receive monies per Unit equal to the Redemption Price
per Unit as determined by the Trustee as of the Evaluation Time on the date of
tender.
During the period in which the Sponsor maintains a secondary market for
Units, the Sponsor may repurchase any Unit presented for tender to the Trustee
for redemption no later than the close of business on the next Business Day
following such presentation.
Units will be redeemed by the Trustee solely in cash for any one Unit Holder
tendering less than 2,500 Units. With respect to redemption requests regarding
at least 2,500 Units, the Sponsor may determine, in its discretion, to direct
the Trustee to redeem Units "in kind" by distributing Portfolio Securities to
the redeeming Unit Holder. The Sponsor may direct the Trustee to redeem Units
"in kind" even if it is then maintaining a secondary market in Units of the
Trust. Unit Holders redeeming "in kind" will receive an amount and value of
Trust Securities per Unit equal to the Redemption Price Per Unit as determined
as of the Evaluation Time next following the tender as set forth herein under
"Computation of Redemption Price" below. The distribution "in kind" for
redemption of Units will be held by the Trustee for the account of, and for
disposition in accordance with the instructions of, the tendering Unit Holder.
The tendering Unit Holder will be entitled to receive whole shares of each of
the underlying Portfolio Securities, plus cash equal to the Unit Holder's pro
rata share of the cash balance of the Income and Principal Accounts and cash
from the Principal Account equal to the fractional shares to which such
tendering Unit Holder is entitled. The Trustee, in connection with implementing
the redemption "in kind" procedures outlined above, may make any adjustments
necessary to reflect differences between the Redemption Price of Units and the
value of the Securities distributed "in kind" as of the date of tender. If the
Principal Account does not contain amounts sufficient to cover the required cash
distribution to the tendering Unit Holder, the Trustee is empowered to
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<PAGE>
sell Securities in the Trust Portfolio in the manner discussed below. A Unit
Holder receiving redemption distributions of Securities "in kind" may incur
brokerage costs and odd-lot charges in converting Securities so received into
cash. The Trustee will assess transfer charges to Unit Holders taking Securities
"in kind" according to its usual practice.
The portion of the Redemption Price which represents the Unit Holder's
interest in the Income Account shall be withdrawn from the Income Account to the
extent available. The balance paid on any redemption, including dividends
receivable on stocks trading ex-dividend, if any, shall be drawn from the
Principal Account to the extent that funds are available for such purpose. The
Trustee is authorized by the Agreement to sell Securities in order to provide
funds for redemption. To the extent Securities are sold, the size and diversity
of the Trust will be reduced. Such sales may be required at the time when
Securities would not otherwise be sold and might result in lower prices than
might otherwise be realized. The Redemption Price received by a tendering Unit
Holder may be more or less than the purchase price originally paid by such Unit
Holder, depending on the value of the Securities in the Portfolio at the time of
redemption. Moreover, due to the minimum lot size in which Securities may be
required to be sold, the proceeds of such sales may exceed the amount necessary
for payment of Units redeemed. Such excess proceeds will be distributed pro rata
to all remaining Unit Holders of record on the Distribution Date.
Securities to be sold for purposes of redeeming Units will be selected from
a list supplied by the Sponsor. If not so instructed by the Sponsor, the Trustee
will select the Securities to be sold so as to maintain, as closely as
practicable, the original proportionate relationship between the number of
shares of each Security in the Trust.
COMPUTATION OF REDEMPTION PRICE
The Trust Evaluation per Unit is determined as of the Evaluation Time stated
under "Summary of Essential Information" above and (a) semiannually, on the last
Business Day of each of the months of June and December, (b) on the day on which
any Unit of the Trust is tendered for redemption (unless tender is made after
the Evaluation Time on such day, in which case Tender shall be deemed to have
been made on the next day subsequent thereto on which the New York Stock
Exchange is open for trading) and (c) on any other Business Day desired by the
Sponsor or the Trustee, (1) by adding:
a. The aggregate value of Securities in the Trust, as determined by the
Trustee;
b. Cash on hand in the Trust, including dividends receivable on stocks
trading ex-dividend, other than money deposited to purchase Securities or
money credited to the Reserve Account;
c. All other assets of the Trust.
(2) and then, by deducting from the resulting figure: amounts representing
any applicable taxes or governmental charges payable by the Trust for the
purpose of making an addition to the reserve account (as defined in the
Agreement, the "Reserve Account"), amounts representing estimated accrued fees
and expenses of the Trust (including legal and auditing expenses), amounts
representing unpaid fees of the Trustee, the Sponsor and counsel and monies held
to redeem tendered Units and for distribution to Unit Holders of record as of
the Business Day prior to the Evaluation being made on the days or dates set
forth above and then;
(3) by dividing the result of the above computation by the total number of
Units outstanding on the date of such Evaluation. The resulting figure equals
the Redemption Price for each Unit.
The aggregate value of the Securities shall be determined by the Trustee in
good faith in the following manner: If the Securities are listed on one or more
national securities exchanges, such valuation shall be based on the closing
price on such Exchange which is the principal market thereof deemed to be the
New York Stock Exchange if the Securities are listed thereon (unless the Trustee
deems such price inappropriate as a basis for valuation). If the Securities are
not so listed, or, if so listed and the principal market therefor is other than
such exchange or there is no closing price on such exchange, such valuation
shall be based on the closing price in the over-the-counter market (unless the
Trustee deems such price inappropriate as a basis for valuation) or if there is
no such closing price, by any of the following methods which the Trustee deems
appropriate: (i) on the basis of current bid prices of such Securities as
obtained from investment dealers or brokers (including the Depositor) who
customarily deal in securities comparable to those held by the Trust, or (ii) if
bid prices are not available for any of such Securities, on the basis of bid
prices for comparable securities, or (iii) by appraisal of the value of the
Securities on the bid side of the market or by such other appraisal as is deemed
appropriate, or (iv) by any combination of the above.
POSTPONEMENT OF REDEMPTION
The right of redemption may be suspended and payment of the Redemption Price
per Unit postponed for more than seven calendar days following a tender of Units
for redemption (i) for any period during which the New York Stock Exchange, Inc.
is closed, other than for customary weekend and holiday closings, or (ii) for
any period during which, as determined by the Securities and Exchange
Commission, either trading on the New York Stock Exchange, Inc. is restricted or
an emergency exists as a result of which disposal or evaluation of the
Securities is not reasonably practicable, or (iii) for such other periods as the
Securities and Exchange Commission may by order permit. The Trustee is not
liable to any person or in any way for any loss or damage that may result from
any such suspension or postponement.
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<PAGE>
EXCHANGE OPTION
Unit Holders of any Dean Witter Select Trust or any holders of units of any
other unit investment trust (collectively, "Holders") may elect to exchange any
or all of their units for units of one or more of any series of the Dean Witter
Select Equity Trust or for units of any other Dean Witter Select Trusts, that
may from time to time be made available for such exchange by the Sponsor (the
"Exchange Trusts"). Such units may be acquired at prices based on reduced sales
charges per unit. The purpose of such reduced sales charge is to permit the
Sponsor to pass on to the Holder who wishes to exchange units the cost savings
resulting from such exchange. The cost savings result from reductions in time
and expense related to advice, financial planning and operational expense
required for the Exchange Option. The following Exchange Trusts are currently
available: the Dean Witter Select Municipal Trust, the Dean Witter Select
Government Trust, the Dean Witter Select Equity Trust, the Dean Witter Select
Investment Trust and the Dean Witter Select Corporate Trust.
Each Exchange Trust has different investment objectives: a Holder should
read the Prospectus for the applicable Exchange Trust carefully to determine the
investment objective prior to exercise of this option.
This option will be available provided the Sponsor maintains a secondary
market in units of the applicable Exchange Trust and provided that units of the
applicable Exchange Trust are available for sale and are lawfully qualified for
sale in the state in which the Holder is a resident. While it is the Sponsor's
present intention to maintain a secondary market for the units of Exchange
Trusts, there is no obligation on its part to do so. Therefore, there is no
assurance that a market for units will in fact exist on any given date in which
a Holder wishes to sell or exchange Units; thus, there is no assurance that the
Exchange Option will be available to any Unit Holder. The Sponsor reserves the
right to modify, suspend or terminate this option at any time without further
notice to Unit Holders. In the event the Exchange Option is not available to a
Unit Holder at the time such Unit Holder wishes to exercise such option, the
Unit Holder will be immediately notified and no action will be taken with
respect to such tendered Units without further instruction from the Unit Holder.
Exchanges will be affected in whole units only. Any excess proceeds from the
surrender of a Unit Holder's Units will be returned. Alternatively, Unit Holders
will be permitted to make up any difference between the amount representing the
Units being submitted for exchange and the amount representing the units being
acquired up to the next highest number of whole units. Unit Holders in a trust
which utilizes the Select 10 Strategy will be permitted to add an amount not to
exceed the amount of the first semiannual distribution distributed to such Unit
Holders in connection with an exchange of their Units for Units of another trust
which utilizes the Select 10 Strategy.
An exchange of Units pursuant to the Exchange Option will generally
constitute a "taxable event" under the Code, i.e., a Holder will recognize a
gain or loss at the time of exchange. However, an exchange of Units for Units of
any series of the Exchange Trusts which are grantor trusts for U.S. federal
income tax purposes will not constitute a taxable event to the extent that the
underlying securities in each Trust do not differ materially either in kind or
in extent. A Unit Holder who exchanges Units of one Trust for Units of another
Trust should consult his or her tax advisor regarding the extent to which such
exchange results in the recognition of a gain or loss for Federal and/or state
or local income tax purposes.
To exercise the Exchange Option, a Unit Holder should notify the Sponsor of
the desire to acquire units of one or more of the Exchange Trusts. If units of
the applicable outstanding series of the Exchange Trust are at that time
available for sale, the Unit Holder may select the series or group of series for
which the Units are to be exchanged. The Unit Holder will be provided with a
current prospectus or prospectuses relating to each series in which interest is
indicated.
The exchange transaction will operate in a manner essentially identical to
any secondary market transaction, i.e., Units will be repurchased at a price
based upon the aggregate bid side evaluation per Unit of the Securities in the
Portfolio. Units of the Exchange Trust will be sold to the Unit Holder at a
price equal to the net asset value based on the offering or bid side evaluation
(as applicable) per unit of the securities in the Exchange Trust's Portfolio,
plus accrued interest, if any, and the applicable sales charge of 2.0% of the
Public Offering Price per Unit.
REINVESTMENT PROGRAM
Unit Holders may elect to have the distributions with respect to their Units
automatically reinvested in additional Units of the Trust without a sales
charge. The Unit Holder may participate in the Trust's reinvestment program (the
"Program") by filing with the Trustee a written notice of election. The Unit
Holder's completed notice of election to participate in the Program must be
received by the Trustee at least ten days prior to the Record Date applicable to
any distribution in order for the Program to be in effect as to such
distribution. Elections may be modified or revoked on similar notice.
Such distributions, to the extent reinvested in the Trust, will be used by
the Trustee at the direction of the Sponsor in one or both of the following
manners. (i) The distributions may be used by the Trustee to purchase Units of
this Series of the Trust held in the Sponsor's inventory. The purchase price
payable by the Trustee for each of such Units will be equal to the applicable
Trust evaluation per Unit on (or as soon as possible after) the close of
business on the Distribution Date. The Units so purchased by the Trustee will be
issued or credited to the accounts of Unit Holders participating in the Program.
(ii) If there are no Units in the Sponsor's inventory, the Sponsor may purchase
additional Securities for deposit into the Trust (as described in "Prospectus
Part B--Introduction.") The additional Securities with any necessary cash will
be deposited by the Sponsor with the Trustee in exchange for new Units. The
distributions may then be used by the Trustee to purchase the new Units from the
Sponsor. The price for such new Units will be the applicable Trust evaluation
per Unit on (or as soon as possible after) the close
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of business on the Distribution Date. (See "Public Offering of Units--Public
Offering Price.") The Units so purchased by the Trustee will be issued or
credited to the accounts of Unit Holders participating in the Program. The
Sponsor may terminate the Program if it does not have sufficient Units in its
inventory or it is no longer deemed practical to create additional Units.
No fractional Units will be issued under any circumstances. If, after the
maximum number of full Units has been issued or credited at the applicable
price, there remains a portion of the distribution which is not sufficient to
purchase a full Unit at such price, the Trustee will distribute such cash to
Unit Holders. The cost of administering the reinvestment program will be borne
by the Trust and thus will be borne indirectly by all Unit Holders.
RIGHTS OF UNIT HOLDERS
UNIT HOLDERS
A Unit Holder is deemed to be a beneficiary of the Trust created by the
Indenture and Agreement and vested with all right, title and interest in the
Trust created therein. A Unit Holder may at any time tender its Certificate to
the Trustee for redemption.
Ownership of Units is evidenced by registered Certificates of Beneficial
Interest issued in denominations of one or more Units and executed by the
Trustee and the Sponsor. These Certificates are transferable or interchangeable
upon presentation at the unit investment trust office of the Trustee, properly
endorsed or accompanied by an instrument of transfer satisfactory to the Trustee
and executed by the Unit Holder or its authorized attorney, together with the
payment of $2.00, if required by the Trustee, or such other amount as may be
determined by the Trustee and approved by the Sponsor, and any other tax or
governmental charge imposed upon the transfer of Certificates. The Trustee will
replace any mutilated, lost, stolen or destroyed Certificate upon proper
identification, satisfactory indemnity and payment of charges incurred. Any
mutilated Certificate must be presented to the Trustee before any substitute
Certificate will be issued.
Under the terms and conditions and at such times as are permitted by the
Trustee, Units may also be held in uncertificated form. The rights of any holder
of Units held in uncertificated form shall be the same as those of any other
Unit Holder.
CERTAIN LIMITATIONS
The death or incapacity of any Unit Holder (or the dissolution of the
Sponsor) will not operate to terminate the Trust nor entitle the legal
representatives or heirs of such Unit Holder to claim an accounting or to take
any other action or proceeding in any court for a partition or winding up of the
Trust.
No Unit Holder shall have the right to vote except with respect to removal
of the Trustee or amendment and termination of the Trust. (See: "Administration
of the Trust--Amendment" and "Administration of the Trust--Termination".) Unit
Holders shall have no right to control the operation or administration of the
Trust in any manner, except upon the vote of 51% of the Unit Holders outstanding
at any time for purposes of amendment, or termination of the Trust or discharge
of the Trustee, all as provided in the Agreement; however, no Unit Holder shall
ever be under any liability to any third party for any action taken by the
Trustee or Sponsor. Unit Holders will be unable to dispose of any of the
Securities in the Portfolio, as such, and will not be able to vote the
Securities. The Trustee, as holder of the Securities, will have the right to
vote all of the voting Securities held in the Trust, and will vote such
Securities in accordance with the instructions of the Sponsor, if given,
otherwise the Trustee shall vote as it, in its sole discretion, shall determine.
EXPENSES AND CHARGES
INITIAL EXPENSES
All expenses and charges incurred prior to or in the establishment of the
Trust including the cost of the initial preparation, printing and execution of
the Indenture and Agreement and the Certificates, initial legal and auditing
expenses, brokerage charges and commissions incurred in purchasing the
Securities, the cost of the preparation and printing of this Prospectus and all
other advertising and selling expenses, have, or will be paid by the Sponsor and
not by the Trust.
FEES
The Sponsor's fee, earned for portfolio supervisory services, is based upon
the largest number of Units outstanding during the semiannual computation
period. The Sponsor's fee is as set forth in "Summary of Essential Information"
may exceed the actual costs of providing portfolio supervisory services for this
Trust, but at no time will the total amount the Sponsor receives for portfolio
supervisory services rendered to all series of the Dean Witter Select Equity
Trust in any calendar year exceed the aggregate cost to it of supplying such
services in such year.
Under the Indenture and Agreement for its services as Trustee and evaluator,
the Trustee receives the fee set forth in "Summary of Essential Information".
Certain regular expenses of the Trust, including certain mailing and printing
expenses, are borne by the Trust.
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The Sponsor's fee and the Trustee's fees accrue daily but are payable only
on or before each Distribution Date from the Income Account, to the extent funds
are available and thereafter from the Principal Account. Any of such fees may be
increased without approval of the Unit Holders in proportion to increases under
the classification "All Services Less Rent" in the Consumer Price Index
published by the United States Department of Labor or, if no longer published, a
similar index. The Trustee, pursuant to normal banking procedures, also receives
benefits to the extent that it holds funds on deposit in various non-interest
bearing accounts created under the Indenture and Agreement.
OTHER CHARGES
The following additional charges are or may be incurred by the Trust as more
fully described in the Indenture and Agreement: (a) fees of the Trustee for
extraordinary services, (b) expenses of the Trustee (including legal and
auditing expenses) and of counsel designated by the Sponsor, (c) various
governmental charges, (d) expenses and costs of any action taken by the Trustee
to protect the Trust and the rights and interests of the Unit Holders, (e)
indemnification of the Trustee for any loss, liability or expenses incurred by
it in the administration of the Trust without gross negligence, bad faith,
wilful malfeasance or wilful misconduct on its part or reckless disregard of its
obligations and duties, (f) indemnification of the Sponsor for any losses,
liabilities and expenses incurred in acting as Sponsor or Depositor under the
Agreement without gross negligence, bad faith, wilful malfeasance or wilful
misconduct or reckless disregard of its obligations and duties, (g) expenditures
incurred in contacting Unit Holders upon termination of the Trust, and (h)
brokerage commissions or charges incurred in connection with the purchase or
sale of Securities.
The fees and expenses set forth herein are payable out of the Trust and when
so paid by or owing to the Trustee are secured by a lien on the Trust. Dividends
on the Securities are expected to be sufficient to pay the estimated expenses of
the Trust. If the balances in the Income and Principal Account are insufficient
to provide for amounts payable by the Trust, the Trustee has the power to sell
Securities to pay such amounts. To the extent Securities are sold, the size of
the Trust will be reduced and the proportions of the types of Securities may
change. Such sales might be required at a time when Securities would not
otherwise be sold and might result in lower prices than might otherwise be
realized. Moreover, due to the minimum lot size in which Securities may be
required to be sold, the proceeds of such sales may exceed the amount necessary
for the payment of such fees and expenses.
ADMINISTRATION OF THE TRUST
RECORDS AND ACCOUNTS
The Trustee will keep records and accounts of all transactions of the Trust
at its unit investment trust office at 101 Barclay Street, New York, New York
10286. These records and accounts will be available for inspection by Unit
Holders at reasonable times during normal business hours. The Trustee will
additionally keep on file for inspection by Unit Holders an executed copy of the
Indenture and Agreement together with a current list of the Securities then held
in the Trust. In connection with the storage and handling of certain Securities
deposited in the Trust, the Trustee is authorized to use the services of
Depository Trust Company. These services would include safekeeping of the
Securities, coupon-clipping, computer book-entry transfer and institutional
delivery services. The Depository Trust Company is a limited purpose trust
company organized under the Banking Law of the State of New York, a member of
the Federal Reserve System and a clearing agency registered under the Securities
Exchange Act of 1934.
DISTRIBUTION
Dividends payable to the Trust as a holder of record of its Securities are
credited by the Trustee to an Income Account, as of the date on which the Trust
is entitled to receive such dividends. Other receipts, including return of
investment and gain and amounts received upon the sale, pursuant to the
Indenture and Agreement, of rights to purchase other Securities distributed in
respect of the Securities in the Portfolio, are credited to a Principal Account.
Any distribution for each Unit Holder as of the Record Date will be made on the
Distribution Date or shortly thereafter and shall consist of an amount
approximately equal to the dividend income per Unit, after deducting estimated
expenses, if any, plus such Holder's pro rata share of the distributable cash
balance of the Principal Account. Proceeds received from the disposition of any
of the Securities which are not used for redemption of Units will be held in the
Principal Account to be distributed on the Distribution Date following receipt
of such proceeds. No distribution need be made from the Principal Account if the
balance therein is less than $1.00 per 100 Units outstanding. A Reserve Account
may be created by the Trustee by withdrawing from the Income or Principal
Accounts, from time to time, such amounts as it deems requisite to establish a
reserve for any taxes or other governmental charges that may be payable out of
the Trust. Funds held by the Trustee in the various accounts created under the
Indenture are non-interest bearing to Unit Holders.
PORTFOLIO SUPERVISION
The original proportionate relationship between the number of shares of each
Security in the Trust will be adjusted to reflect the occurrence of a stock
dividend, a stock split, merger, reorganization or a similar event which affects
the capital structure of the issuer of a Security in the Trust but which does
not affect the Trust's percentage ownership of the common stock equity of such
issuer at the time of such event. If the Trust receives the securities of
another issuer as the result of a merger or reorganization of, or a spin-off,
split-off or split-up by the issuer of a Security included in the original
portfolio, the Trust may hold those securities as if they were one of the
Securities initially deposited
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and adjust the proportionate relationship accordingly for all future subsequent
deposits. The Portfolio of the Trust is not "managed" by the Sponsor or the
Trustee; their activities described below are governed solely by the provisions
of the Indenture and Agreement. The Sponsor may direct the Trustee to dispose of
Securities upon failure of the issuer of a Security in the Trust to declare or
pay anticipated cash dividends, institution of certain materially adverse legal
proceedings, default under certain documents materially and adversely affecting
future declaration or payment of dividends, or the occurrence of other market or
credit factors that in the opinion of the Sponsor would make the retention of
such Securities in the Trust detrimental to the interests of the Unit Holders.
Except as otherwise discussed herein, the acquisition of any Securities for the
Trust other than those initially deposited and deposited in order to create
additional Units, is prohibited.
During the life of the Trust, the Sponsor, as part of its administrative
responsibilities, shall conduct reviews to determine whether or not to recommend
the disposition of Securities. In addition, the Sponsor shall undertake to
perform such other reviews and procedures as it may deem necessary in order for
it to give the consents and directions, including directions as to voting on the
underlying Securities, required by the Indenture and Agreement. For the
administrative services performed in making such recommendations and giving such
consents and directions, and in making the reviews called for in connection
therewith the Sponsor shall receive the portfolio supervisory fee referred to
under "Summary of Essential Information".
VOTING OF THE PORTFOLIO SECURITIES
Pursuant to the Indenture and Agreement, voting rights with respect to the
Portfolio Securities and Replacement Securities, if any, will be exercised by
the Trustee in accordance with the Indenture or the directions given by the
Sponsor.
REPORTS TO UNIT HOLDERS
With each distribution, the Trustee will furnish to Unit Holders a statement
of the amount of income and other receipts distributed, including the proceeds
of the sale of the Securities, expressed in each case as a dollar amount per
Unit.
Within a reasonable period of time after the last Business Day in each
calendar year, but not later than February 15, the Trustee will furnish to each
person who at any time during such calendar year was a Unit Holder of record a
statement setting forth:
1. As to the Income and Principal Account:
(a) the amount of income received on the Securities;
(b) the amount paid for redemption of Units;
(c) the deductions for applicable taxes or other governmental
charges, if any, and fees and expenses of the Sponsor, the Trustee and
counsel;
(d) the amounts distributed from the Income Account;
(e) any other amount credited or deducted from the Income Account;
and
(f) the net amount remaining after such payments and deductions
expressed both as a total dollar amount and as a dollar amount per Unit
outstanding on the last business day of such calendar year.
2. The following information:
(a) a list of the Securities as of the last business day of such
calendar year;
(b) the number of Units outstanding as of the last business day of
such calendar year;
(c) the Unit Value (as defined in the Agreement) based on the last
Evaluation made during such calendar year; and
(d) the amounts actually distributed during such calendar year from
the Income and Principal Accounts, separately stated, expressed both as
total dollar amounts and as dollar amounts per Unit outstanding on the
Record Dates for such distributions.
AMENDMENT
The Indenture and Agreement may be amended from time to time by the Trustee
and the Sponsor or their respective successors, without the consent of any of
the Unit Holders (a) to cure any ambiguity or to correct or supplement any
provision contained therein which may be defective or inconsistent with any
other provision contained therein; (b) to change any provision thereof as may be
required by the Securities and Exchange Commission or any successor governmental
agency exercising similar authority; or (c) to make such other provision in
regard to matters or questions arising thereunder as shall not adversely affect
the interest of the Unit Holders; provided, that the Indenture and Agreement may
also be amended from time to time by the parties thereto (or the performance of
any of the provisions of this Indenture and Agreement may be waived) with the
expressed written consent of Unit Holders evidencing 51% of the Units at the
time outstanding under the Indenture and Agreement for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture and Agreement or of modifying in any manner the rights of the Unit
Holders; provided, further however, that the Indenture and Agreement may not be
amended (nor may any provision thereof be waived) so as to (1) increase the
number of Units issuable in respect of the Trust above the
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aggregate number specified in Part II of the Agreement or such lesser amount as
may be outstanding at any time during the term of the Indenture except as the
result of the deposit of Additional Securities, as therein provided, or reduce
the relative interest in the Trust of any Unit Holder without his consent, (2)
permit the deposit or acquisition thereunder of securities or other property
either in addition to or in substitution for any of the Securities except in the
manner permitted by the Trust Indenture as in effect on the date of the first
deposit of Securities or permit the Trustee to engage in business or investment
activities not specifically authorized in the Indenture and Agreement as
originally adopted or (3) adversely affect the characterization of the Trust as
a grantor trust for federal income tax purposes.
TERMINATION
The Indenture and Agreement provides that the Trust will be liquidated
during the Liquidation Period as set forth under "Summary of Essential
Information" and terminated at the end of such period. Additionally, if the
value of the Trust as shown by any Evaluation is less than forty percent (40%)
of the value of the Securities deposited in the Trust on the Date of Deposit and
thereafter, the Trustee will, if directed by the Sponsor in writing, terminate
the Trust. The Trust may also be terminated at any time by the written consent
of Unit Holders owning 51% or more of the Units then outstanding. Unit Holders
will receive their final distributions (that is, their pro rata distributions
realized from the sale of Portfolio Securities plus any other Trust assets, less
Trust expenses) according to their Election Instructions. The Election
Instructions will provide for the following distribution options: (1) cash
distributions; or (2) distributions "in kind" available only to any Unit Holder
owning at least 2,500 Units. Unit Holders who do not tender properly completed
Election Instructions to the Trustee will be deemed to have elected a cash
distribution.
CASH OR "IN KIND" DISTRIBUTIONS. Unit Holders holding less than 2,500 Units
will receive distributions in respect of their Units at termination solely in
cash. Unit Holders holding at least 2,500 Units may indicate to the Trustee that
they wish to receive termination distributions "in kind", by returning to the
Trustee properly completed Election Instructions distributed by the Trustee to
such Unit Holders of record 45 days prior to the Termination Date. The Trustee
will duly honor such election instructions received on or before the Mandatory
Termination Date. Such Unit Holder will be entitled to receive whole shares of
each of the underlying Portfolio Securities and cash from the Principal Account
equal to the fractional shares to which such tendering Unit Holder is entitled.
A Unit Holder receiving distributions of Securities "in kind" may incur
brokerage and odd-lot costs in converting Securities so received into cash. The
Trustee will transfer the Securities to be delivered in kind to the account of,
and for disposition in accordance with the instructions of, the Unit Holder.
METHOD OF SECURITIES DISPOSAL. The Trustee will begin to sell the remaining
Securities held in the Trust on the next business day following the In-Kind
Date. Since the Trust is not managed, Securities in the Portfolio must be sold
in accordance with the Indenture, which provides for sales over a period of days
or on any one day during the Liquidation Period set forth in the "Summary of
Essential Information". Daily proceeds of such sales will be deposited into the
Trust, will be held in a non-interest bearing account until distributed and will
be of benefit to the Trustee. The sales of Portfolio Securities may tend to
depress the market prices for such Securities and thus reduce the proceeds
available to Unit Holders. The Sponsor believes that gradual liquidation of
Securities during the Liquidation Period may mitigate negative market price
consequences stemming from the trading of large volumes of Securities over a
short period of time. There can be no assurance, however, that such procedures
will effectively mitigate any adverse price consequences of heavy volume trading
or that such procedures will produce a better price for Unit Holders than might
have been obtained had all the Securities been sold on one particular day during
the Liquidation Period.
The Trustee will, after deduction of brokerage charges and costs incurred in
connection with the sale of Securities, any fees and expenses of the Trust and
payment into the Reserve Account of any amount required for taxes or other
governmental charges that may be payable by the Trust, distribute to each Unit
Holder, upon surrender for cancellation of its Certificate after due notice of
such termination, such Unit Holder's pro rata share in the Income and Principal
Accounts. The sale of Securities in the Trust upon termination may result in a
lower amount than might otherwise be realized if such sale were not required at
such time. For this reason, among others, the amount realized by a Unit Holder
upon termination may be less than the amount paid by such Unit Holder for Units.
RESIGNATION, REMOVAL AND LIABILITY
REGARDING THE TRUSTEE
The Trustee shall be under no liability for any action taken in good faith
in reliance on prima facie properly executed documents or for the disposition of
monies or Securities in the Trust, nor shall the Trustee be liable or
responsible in any way for depreciation or loss incurred by reason of the
disposition of any Securities by the Trustee. However, the Trustee shall be
liable for wilful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations and
duties under the Indenture and Agreement. In the event of a failure of the
Sponsor to act, the Trustee may act under the Indenture and Agreement and shall
not be liable for any such action taken by it in good faith. The Trustee shall
not be personally liable for any taxes or other governmental charges imposed
upon the Trust or in respect of the Securities or the interest thereon. The
Agreement also contains other customary provisions limiting the liability of the
Trustee and providing for the indemnification of the Trustee for any loss or
claim accruing to it without gross negligence, bad faith, wilful misconduct,
wilful misfeasance or reckless disregard of its duties and obligations under the
Agreement on its part.
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The Trustee or any successor may resign by executing an instrument in
writing, filing the same with the Sponsor and mailing a copy of such notice of
resignation to all Unit Holders then of record. Upon receiving such notice the
Sponsor will use its best efforts to appoint a successor Trustee promptly. If
the Trustee becomes incapable of acting or becomes bankrupt or its affairs are
taken over by public authorities, or upon the determination of the Sponsor to
remove the Trustee for any reason, either with or without cause, the Sponsor may
remove the Trustee and appoint a successor as provided in the Agreement. If
within 30 days of the resignation of a Trustee no successor has been appointed
or, if appointed, has not accepted the appointment, the retiring Trustee may
apply to a court of competent jurisdiction for the appointment of a successor.
The resignation or removal of a Trustee becomes effective only when the
successor Trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor Trustee.
REGARDING THE SPONSOR
The Sponsor shall be under no liability to the Trust or to Unit Holders for
taking any action or for refraining from any action in good faith or for errors
in judgment. Nor shall the Sponsor be liable or responsible in any way for
depreciation or loss incurred by reason of the disposition of any Security. The
Sponsor will, however, be liable for its own wilful misfeasance, wilful
misconduct, bad faith, gross negligence or reckless disregard of its duties and
obligations under the Agreement.
If at any time the Sponsor shall resign under the Agreement or shall fail or
be incapable of performing its duties thereunder or shall become bankrupt or its
affairs are taken over by public authorities, the Agreement directs the Trustee
to either (1) appoint a successor Sponsor or Sponsors at rates of compensation
deemed reasonable by the Trustee not exceeding amounts prescribed by the
Securities and Exchange Commission, or (2) terminate the Trust Indenture and
Agreement and the Trust and liquidate the Trust.The Trustee will promptly notify
Unit Holders of any such action.
MISCELLANEOUS
SPONSOR
Dean Witter Reynolds Inc. ("Dean Witter") is a corporation organized under
the laws of the State of Delaware and is a principal operating subsidiary of
Dean Witter, Discover & Co. ("DWDC"), a publicly-held corporation. Dean Witter
is a financial services company that provides to its individual, corporate, and
institutional clients services as a broker in securities and commodities, a
dealer in corporate, municipal, and government securities, an investment banker,
an investment adviser, and an agent in the sale of life insurance and various
other products and services. Dean Witter is a member firm of the New York Stock
Exchange, the American Stock Exchange, the Chicago Board Options Exchange, other
major securities exchanges and the National Association of Securities Dealers,
and is a clearing member of the Chicago Board of Trade, the Chicago Mercantile
Exchange, the Commodity Exchange Inc., and other major commodities exchanges.
Dean Witter is currently servicing its clients through a network of
approximately 375 domestic and international offices with approximately 7,500
account executives servicing individual and institutional client accounts.
TRUSTEE
The Trustee is The Bank of New York. The Trustee is organized under the laws
of the State of New York, is a member of the New York Clearing House Association
and is subject to supervision and examination by the Superintendent of Banks of
the State of New York, the Federal Deposit Insurance Corporation and the Board
of Governors of the Federal Reserve System. Unit Holders should direct inquiries
regarding distributions, address changes and other matters relating to the
administration of the Trust to the Trustee at Unit Investment Trust Division,
P.O. Box 974, Wall Street Station, New York, New York 10268-0974.
LEGAL OPINIONS
The legality of the Units offered hereby has been passed upon by Cahill
Gordon & Reindel, a partnership including a professional corporation, 80 Pine
Street, New York, New York 10005, as special counsel for the Sponsor.
AUDITORS
The Statement of Financial Condition and Schedule of Portfolio Securities of
this series of the Dean Witter Select Equity Trust included in this Prospectus
have been audited by Deloitte & Touche, certified public accountants, as stated
in their report as set forth in Part A of this Prospectus, and are included in
reliance upon such report given upon the authority of that firm as experts in
accounting and auditing.
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- ----------------------------------- Sponsor: -----------------------------------
(DEAN WITTER REYNOLDS INC. LOGO)
Two World Trade Center - New York, New York 10048
- --------------------------------------------------------------------------------
37272
<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-3(i) Certificate of Incorporation of Dean Witter
Reynolds Inc.
***EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated
September 30, 1993.
**EX-4.2 Reference Trust Agreement dated June 30,
1994.
**EX-5 Opinion of counsel as to the legality of the
securities being registered.
<PAGE>
**EX-23.1 Consent of Independent Auditors.
EX-23.2 Consent of Cahill Gordon & Reindel (included
in Exhibit 5).
Ex-99 Information as to Officers and Directors of
Dean Witter Reynolds Inc. is incorporated by
reference to Schedules A and D of Form BD
filed by Dean Witter Reynolds Inc. pursuant
to Rule 15b3-1 under the Securities Exchange
Act of 1934 (1934 Act File No. 8-14172).
- -------------
* 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
No. 33-50105.
** Filed herewith.
*** 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 Nos. 33-38086
and 33-37629.
<PAGE>
SIGNATURES
The Registrant, Dean Witter Select Equity Trust, Select 10
Industrial Portfolio 94-3 hereby identifies the Sears Equity Investment
Trust, Selected Opportunities Series 4 for purposes of the representations
required by Rule 487 and represents the following:
1) That the portfolio securities deposited in the series as to the
securities of which this registration statement is being filed do
not differ materially in type or quality from those deposited in
such previous series;
2) That, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential
financial information for, the series with respect to the
securities of which this registration statement is being filed,
this registration statement does not contain disclosures that
differ in any material respect from those contained in the
registration statement for such previous series as to which the
effective date was determined by the Commission or the staff; and
3) That it has complied with Rule 460 under the Securities Act of
1933.
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 Amendment No. 1 to the 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 30th day of June, 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
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the 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 30th day of June, 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.
<PAGE>
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.
<PAGE>
Exhibit Index
To
Form S-6
Registration Statement
Under the Securities Act of 1933
EXHIBIT NO. TITLE OF DOCUMENT
- ----------- -----------------
***EX-3(i) Certificate of Incorporation
of Dean Witter Reynolds Inc.
***EX-3(ii) By-Laws of Dean Witter
Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement,
dated September 30, 1993.
**EX-4.2 Reference Trust Agreement
dated June 30, 1994.
**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 Dean Witter Select Equity Trust, Selected Opportunities
Series 18, Registration No. 33-50105.
** Filed herewith.
*** 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
<PAGE>
Municipal Portfolio Series 106, Registration Nos. 33-38086 and 33-37629.
EX-99 Information as to Officers and
Directors of Dean Witter
Reynolds Inc. is incorporated
by reference to Schedules A
and D of Form BD filed by Dean
Witter Reynolds Inc. pursuant
to Rule 15b1-1 and 15b3-1
under the Securities Exchange
Act of 1934 (1934 Act File No.
8-14172).
<PAGE>
EXHIBIT 4.2
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 94-3
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated June 30, 1994 between DEAN WITTER
REYNOLDS INC., as Depositor, and The Bank 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 and the Trustee 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 except that the Basic Agreement is hereby amended as follows:
A. The first sentence of each of Sections 3.10, 3.11 and 3.12 is
amended to insert the following language at the beginning of such sentence,
"Except as otherwise provided in Section 3.13,".
B. The following new Section 3.13 is added
Section 3.13. Extraordinary Event - Security Retention and Voting. In
the event the Trustee is notified of any action to be taken or proposed to
be taken by holders of the securities held by the Trust in connection with
any proposed merger, reorganization, spin-off, split-off or split-up by the
issuer of stock or securities held in the Trust, the Trustee shall take
such action or refrain from taking any action, as appropriate, so as to
insure that the securities are voted as closely as possible in the same
manner and in the same general proportion as are the securities held by
owners other than the Trust. If stock or securities are received by the
Trustee, with or without cash, as a result of any merger, reorganization,
spin-off, split-off or split-up by the issuer of stock or securities held
in the Trust, the Trustee at the direction of the Depositor may retain such
stock or securities in the
<PAGE>
Trust. Neither the Depositor nor the Trustee shall be liable to any person
for any action or failure to take action with respect to this section.
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").
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 25,000 for the Select 10 Trust.
E. A Unit is hereby declared initially equal to 1/25,000th for the
Select 10 Trust.
F. The term "In-Kind Distribution Date" shall mean August 1, 1995.
G. The term "Record Date" shall mean December 1, 1994 and such
other date as the Depositor may direct.
H. The term "Distribution Date shall mean December 15, 1994 and
on or about August 24, 1995 and such other date as the Depositor may direct.
I. The term "Termination Date" shall mean August 15, 1995.
<PAGE>
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 $0.25 per 100 Units.
L. The Trustee's Annual Fee as defined in Section 6.04 of the
Indenture shall be $.72 per 100 Units.
M. For a Unit Holder to receive "in-kind" distribution, such Unit
Holder must tender at least 2,500 Units for redemption, either during the life
of the Trust, or at its termination.
(Signatures and acknowledgments on separate pages)
<PAGE>
-4-
The Schedule of Portfolio Securities in the prospectus included in
this Registration Statement is hereby incorporated by reference herein as
Schedule A hereto.
<PAGE>
EXHIBIT 5
(Letterhead of Cahill Gordon & Reindel)
June 30, 1994
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: Dean Witter Select Equity Trust,
Select 10 Industrial Portfolio 94-3
-----------------------------------
Gentlemen:
We have acted as special counsel for you as Depositor of the Dean
Witter Select Equity Trust, Select 10 Industrial Portfolio 94-3 (the "Trust"),
in connection with the issuance under the Trust Indenture and Agreement,
September 30, 1993, and the related Reference Trust Agreement, dated June 30,
1994 (such Trust Indenture and Agreement and Reference Trust Agreement
collectively referred to as the "Indenture"), between you, as Depositor, and The
Bank of New York, as Trustee, of units of fractional undivided interest in said
Trust (the "Units") comprising the Units of Dean Witter Select Equity Trust,
Select 10 Industrial Portfolio 94-3. In rendering our opinion expressed below,
we have relied in part upon the opinions and representations of your officers
and upon opinions of counsel to Dean Witter Reynolds Inc.
Based upon the foregoing, we advise you that, in our opinion, when the
Indenture has been duly executed and delivered on behalf of the Depositor and
the Trustee and when the certificate evidencing the Units has been duly executed
and delivered by the Depositor and the Trustee in accordance with the Indenture,
the Units will be legally issued, fully paid and nonassessable by the Trust, and
will constitute valid and binding obligations of the Trust and the Depositor in
accordance with their terms, except that enforceability of certain provisions
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors generally and by general
equitable principles.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 33-53845) relating to the Units referred to
above and to the use of our
<PAGE>
-2-
name and to the reference to our firm in said Registration Statement and the
related Prospectus.
Very truly yours,
Cahill Gordon & Reindel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated June 30, 1994, accompanying
the financial statements of the Dean Witter Select Equity Trust Select 10
Industrial Portfolio 94-3, included herein and to the reference to our Firm as
experts under the heading "Auditors" in the prospectus which is a part of this
registration statement.
Deloitte & Touche
Deloitte & Touche
June 30, 1994
New York, New York
