AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_______________
FORM S-6
_______________
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
_______________
A. EXACT NAME OF TRUST:
MUNICIPAL INVESTMENT TRUST FUND
INTERMEDIATE TERM SERIES-245
DEFINED ASSET FUNDS
(A UNIT INVESTMENT TRUST)
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE, FENNER & SMITH SMITH BARNEY INC.
INCORPORATED TWO WORLD TRADE CENTER
P.O. BOX 9051 101ST FLOOR
PRINCETON, N.J. 08543-9051 NEW YORK, N.Y. 10048
PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES DEAN WITTER REYNOLDS
1285 AVE. OF THE AMERICAS INCORPORATED INC.
NEW YORK, N.Y. 10019 ONE SEAPORT PLAZA TWO WORLD TRADE CENTER--
199 WATER STREET 59TH FLOOR
NEW YORK, N.Y. 10292 NEW YORK, N.Y. 10048
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ. THOMAS D. HARMAN, ESQ. LEE B. SPENCER, JR.
P.O BOX 9051 388 GREENWICH STREET ONE SEAPORT PLAZA
PRINCETON, N.J. 08543-9051 NEW YORK, N.Y. 10013 199 WATER STREET
NEW YORK, N.Y. 10292
COPIES TO
DOUGLAS LOWE, ESQ. ROBERT E. HOLLEY PIERRE DE SAINT PHALLE, ESQ.
130 LIBERTY STREET-- 1200 HARBOR BLVD. 450 LEXINGTON AVENUE
29TH FLOOR WEEHAWKEN, N.J. 07087 NEW YORK, N.Y. 10017
NEW YORK, N. Y. 10006
E. TITLE 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 (as required by Rule 24f-2)
H. APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the acquisition and deposit of the underlying
obligations.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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SUBJECT TO COMPLETION, PROSPECTUS DATED NOVEMBER 22, 1994
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MUNICIPAL INVESTMENT TRUST FUND
INTERMEDIATE TERM SERIES-245
DEFINED ASSET FUNDS
20,000 UNITS (A UNIT INVESTMENT TRUST)
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A final prospectus for a prior Intermediate Term Series of Municipal
Investment Trust Fund, Defined Asset Funds is hereby incorporated by
reference and used as a preliminary prospectus for this Intermediate Term
Series. The narrative information and structure of the final prospectus
for this Series will be substantially the same as that of the previous
prospectus except that the range of maturities of the securities may be
different from that of the securities in the previous Series and that the
sales charge may be lower or higher than that of the previous Series.
Information with respect to pricing, the number of units, dates and summary
information regarding the characteristics of securities to be deposited in
this Series is not now available and will be different from that shown
since each Series has a unique Portfolio. Accordingly, the information
contained herein with regard to the previous Series should be considered as
being included for informational purposes only. The estimated current
return and long-term return for this Series will depend on the interest
rates and offering side evaluation of the securities in the Series and may
vary materially from that of the previous Series. Investors should contact
account executives of the underwriters who will be informed of the expected
effective date of this Series and who will be supplied with complete
information with respect to such Series on the day of and immediately prior
to the effectiveness of the registration statement relating to Units of
this Series.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
A. The following information relating to the Depositors is
incorporated by reference to the SEC filings indicated and made a part of
this Registration Statement.
SEC FILE OR
IDENTIFICATION NO.
__________________
I. Bonding Arrangements and Date of Organization of the Depositors filed
pursuant to Items A and B of Part II of the Registration Statement on
Form S-6 under the Securities Act of 1933:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 2-52691
Prudential Securities Incorporated 2-61418
Smith Barney Inc. 33-29106
Dean Witter Reynolds Inc. 2-60599
PaineWebber Incorporated 2-87965
II. Information as to Officers and Directors of the Depositors filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1
of the Securities Exchange Act of 1934:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 8-7221
Prudential Securities Incorporated 8-12321
Smith Barney Inc. 8-8177
Dean Witter Reynolds Inc. 8-14172
PaineWebber Incorporated 8-16267
III. Charter documents of the Depositors filed as Exhibits to the
Registration Statement on Form S-6 under the Securities Act of 1933
(Charter, By-Laws):
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 2-73866, 2-77549
Prudential Securities Incorporated 2-86941, 2-86941
Smith Barney Inc. 33-20499
Dean Witter Reynolds Inc. 2-60599, 2-86941
PaineWebber Incorporated 2-87965, 2-87965
B. The Internal Revenue Service Employer Identification Numbers of
the Sponsors and Trustee are as follows:
.\"the Sponsors and Co-Trustees are as follows:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 13-5674085
Prudential Securities Incorporated 13-6134767
Smith Barney Inc. 13-1912900
Dean Witter Reynolds Inc. 94-1671384
PaineWebber Incorporated 13-2638166
II-1
Supplemented final prospectuses from the following Series of Municipal
Investment Trust Fund, Defined Asset Funds (all of which are incorporated
herein by reference) may be used as preliminary prospectuses for this
Series: Intermediate Term Series - 237 (Reg. No. 33-53657); Intermediate
Term Series - 238 (Reg. No. 33-55073); Intermediate Term Series - 239
(Reg. No. 33-55335); Intermediate Term Series - 240 (Reg. No. 33-55465);
Intermediate Term Series - 241 (Reg. No. 33-55643); Intermediate Term
Series - 242 (Reg. No. 33-55901).
CONTENTS OF REGISTRATION STATEMENT
THE REGISTRATION STATEMENT ON FORM S-6 COMPRISES THE FOLLOWING PAPERS AND
DOCUMENTS:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-
Reference Sheet to the Registration Statement of Municipal Investment
Trust Fund, Forty-Fourth Intermediate Term Series, 1933 Act File No.
2-88251).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
*Consent of independent public accountants.
The following exhibits:
1.1 -- Form of Trust Indenture (incorporated by reference
to Exhibit 1.1 to the Registration Statement of
Municipal Investment Trust Fund, Intermediate Term
Series-217, Defined Asset Funds, 1933 Act File No. 33-
50343).
1.1.1 -- Form of Standard Terms and Conditions of Trust Effective
October 21, 1993 (incorporated by reference to Exhibit
1.1.1 to the Registration Statement of Municipal
Investment Trust Fund, Multistate Series-48, Defined
Asset Funds, 1933 Act File No. 33-50247).
1.2 -- Form of Master Agreement Among Underwriters (incorporated
by reference to Exhibit 1.2 to the Registration
Statement of The Corporate Income Fund, One Hundred
Ninety-Fourth Monthly Payment Series, 1933 Act File No.
2-90925).
2.1 -- Form of Certificate of Beneficial Interest (included in
Exhibit 1.1.1).
*3.1 -- Opinion of counsel as to the legality of the securities
being issued including their consent to the use of
their names under the headings "Taxes" and
"Miscellaneous-Legal Opinion" in the Prospectus.
*4.1 -- Consent of the Evaluator
5.1 -- Form of Bond Purchase Agreement used for purchases from
issuers (incorporated by reference to Exhibit 5.1 to
the Registration Statement of Municipal Investment
Trust Fund, Fifty-Fifth Intermediate Term Series, 1933
Act File No. 2-94809).
5.2.1 -- Form of Purchase Agreement for purchases in secondary
market with letter of credit backing (incorporated by
reference to Exhibit 5.21 to the Registration Statement
of Municipal Investment Trust Fund, Fifty-Fifth
Intermediate Term Series, 1933 Act File No. 2-94809).
5.2.2 -- Form of Purchase Agreement for purchases in secondary
market with guarantees (incorporated by reference to
Exhibit 5.22 to the Registration Statement of Municipal
Investment Trust Fund, Fifty-Fifth Intermediate Term
Series, 1933 Act File No. 2-94809).
5.2.3 -- Form of Purchase Agreement for purchases in secondary
market with collateralized backing (incorporated by
reference to Exhibit 5.23 to the Registration Statement
of Municipal Investment Trust Fund, Fifty-Fifth
Intermediate Term Series, 1933 Act File No. 2-94809).
6.1 -- Form of Collateral Agreement (incorporated by reference
to Exhibit 6.1 to the Registration Statement of Municipal
Investment Trust Fund, Fifty-Fifth Intermediate Term
Series, 1933 Act File No. 2-94809).
24 -- Powers of Attorney
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* To be filed with Amendment to Registration Statement.
R-1
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON
THE 22ND DAY OF NOVEMBER, 1994.
Signatures appear on pages R-3, R-4, R-5, R-6 and R-7.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement
or Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to
the Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Prudential
Securities Incorporated has signed this Registration Statement or Amendment
to the Registration Statement pursuant to Powers of Attorney authorizing
the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Smith Barney
Inc. has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the
person signing this Registration Statement or Amendment to the Registration
Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter
Reynolds Inc. has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the
person signing this Registration Statement or Amendment to the Registration
Statement to do so on behalf of such members.
A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration
Statement or Amendment to the Registration Statement pursuant to Powers of
Attorney authorizing the person signing this Registration Statement or
Amendment to the Registration to do so on behalf of such members.
R-2
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
By the following persons, who constitute a Powers of Attorney have been
majority of the Board of Directors of filed under Form SE and
Merrill Lynch, Pierce, Fenner & Smith the following 1933 Act
Incorporated: File Number: 33-43466
HERBERT M. ALLISON, JR.
BARRY S. FRIEDBERG
EDWARD L. GOLDBERG
STEPHEN L. HAMMERMAN
JEROME P. KENNEY
DAVID H. KOMANSKY
DANIEL T. NAPOLI
THOMAS H. PATRICK
JOHN L. STEFFENS
DANIEL P. TULLY
ROGER M. VASEY
ARTHUR H. ZEIKEL
By ERNEST V. FABIO
(As authorized signatory for
Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Attorney-in-fact for the persons listed above)
R-3
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR
By the following persons, Powers of Attorney have been
who constitute a majority of filed under Form SE and
the Executive Committee of the following 1933 Act
the Board of Directors of File Number: 33-41631
Prudential Securities Incorporated:
JAMES T. GAHAN
ALAN D. HOGAN
HOWARD A. KNIGHT
GEORGE A. MURRAY
LELAND B. PATON
HARDWICK SIMMONS
By RICHARD R. HOFFMANN
(As authorized signatory for
Prudential Securities Incorporated
and Attorney-in-fact for the persons listed above)
R-4
SMITH BARNEY INC.
DEPOSITOR
By the following persons, Powers of Attorney have
who constitute a majority of been filed under the
the Board of Directors of 1933 Act File
Smith Barney Inc.: Numbers: 33-49753
and 33-51607
STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
JAMES DIMON
ROBERT DRUSKIN
ROBERT F. GREENHILL
JEFFREY LANE
ROBERT H. LESSIN
JACK L. RIVKIN
By GINA LEMON
(As authorized signatory for
Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-5
DEAN WITTER REYNOLDS INC.
DEPOSITOR
By the following persons, Powers of Attorney have been
who constitute a majority of filed under Form SE and
the Board of Directors of the following 1933 Act
Dean Witter Reynolds Inc.: File Number: 33-17085
NANCY DONOVAN
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
STEPHEN R. MILLER
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc. and
Attorney-in-fact for the persons listed above)
R-6
PAINEWEBBER INCORPORATED
DEPOSITOR
By the following persons, who Powers of Attorney have
constitute a majority of the been filed under
Executive Committee of the Form SE and the
Board of Directors of following 1933 Act
PaineWebber Incorporated: File Number: 33-55073
PAUL B. GUENTHER
DONALD B. MARRON
JOSEPH J. GRANO, JR.
LEE FENSTERSTOCK
By ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated and
Attorney-in-fact for the persons listed above)
R-7
