<PAGE>
File No. 33-55217
Investment Company Act No. 811-5065
Filer: DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
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,
BANK STOCK PORTFOLIO SERIES 2
B. Name of Depositor:
DEAN WITTER REYNOLDS INC.
C. Complete address of Depositor's principal executive office:
DEAN WITTER REYNOLDS INC.
Two World Trade Center
New York, New York 10048
D. Name and complete address of agents for service:
MR. MICHAEL D. BROWNE
DEAN WITTER REYNOLDS INC.
Unit Trust Department
Two World Trade Center - 59th Floor
New York, New York 10048
Copy to:
KENNETH W. ORCE, ESQ.
CAHILL GORDON & REINDEL
80 Pine Street
New York, New York 10005
<PAGE>
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 September 28, 1994 pursuant to Rule 487.
- -------------------------
* This amount was previously paid with the filing of the Preliminary
Registration Statement.
<PAGE>
DEAN WITTER SELECT EQUITY TRUST,
BANK STOCK PORTFOLIO SERIES 2
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 )
of Holders )
- -------------------------
* Not applicable, answer negative or not required.
<PAGE>
(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
- -------------------------
* 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
(c) Reserves or special fund ) Administration of the
) Trust-Distribution
- -------------------------
* Not applicable, answer negative or not required.
<PAGE>
(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 ) *
31. Compensation of Officers and ) *
Director of Depositor )
- -------------------------
* Not applicable, answer negative or not required.
<PAGE>
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 ) *
received by principal )
underwriter )
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* Not applicable, answer negative or not required.
<PAGE>
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 )
(h) Amount of aggregate ) *
premiums paid )
(i) Persons receiving any part ) *
of premiums )
- -------------------------
* Not applicable, answer negative or not required.
<PAGE>
(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 )
58. Certain information regarding ) *
periodic payment plan certifi- )
cates )
- -------------------------
* Not applicable, answer negative or not required.
<PAGE>
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition
<PAGE>
This Prospectus consists of two parts. Part A contains a Summary of Essential
Information and descriptive material relating to the Trust, the Trust's
Portfolio and a Statement of Financial Condition of the Trust. Part B contains a
general description of the Trust. PART A MAY NOT BE DISTRIBUTED UNLESS
ACCOMPANIED BY PART B.
- --------------------------------------------------------------------------------
[LOGO]
BANK STOCK PORTFOLIO SERIES 2
- ------------------------------------------
250,000 Units
(A Unit Investment Trust)
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The objectives of the Trust are to provide capital appreciation and current
income through investment in a fixed portfolio consisting of publicly traded
common stocks issued by U.S. banks and bank holding companies. The value of
the Units of the Trust will fluctuate with the value of the Portfolio of
underlying Securities. Minimum Purchase: $1,000. 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.
----------------------------------------------------------------------------
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.
----------------------------------------------------------------------------
READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
PROSPECTUS DATED SEPTEMBER 28, 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,
BANK STOCK PORTFOLIO
SERIES 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PART A
Cover
Table of Contents................................. i
Summary of Essential Information.................. ii
Independent Auditors' Report...................... v
Statement of Financial Condition.................. vi
Schedule of Portfolio Securities.................. vii
PART B
Introduction...................................... 1
The Trust......................................... 2
Risk Factors--Special Considerations.......... 2
Summary Description of the Portfolio.......... 2
Objective and Securities Selection............ 4
Distributions................................. 5
Tax Status of the Trust........................... 5
Public Offering of Units.......................... 7
Public Offering Price......................... 7
Public Distribution........................... 8
Secondary Market.............................. 8
Profit of Sponsor............................. 8
Volume Discount............................... 9
Exchange Option................................... 9
Reinvestment Program.............................. 10
Redemption........................................ 11
Right of Redemption........................... 11
Computation of Redemption Price............... 12
Postponement of Redemption.................... 12
Rights of Unit Holders............................ 13
Unit Holders.................................. 13
Certain Limitations........................... 13
Expenses and Charges.............................. 13
Initial Expenses.............................. 13
Fees.......................................... 13
Other Charges................................. 14
Administration of the Trust....................... 14
Records and Accounts.......................... 14
Distribution.................................. 14
Portfolio Supervision......................... 15
Voting of the Portfolio Securities............ 15
Reports to Unit Holders....................... 15
Amendment..................................... 16
Termination................................... 16
Resignation, Removal and Liability................ 17
Regarding the Trustee......................... 17
Regarding the Sponsor......................... 17
Miscellaneous..................................... 18
Sponsor....................................... 18
Trustee....................................... 18
Legal Opinions................................ 18
Auditors.......................................... 18
</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
1-800-545-7255
</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
BANK STOCK PORTFOLIO
SERIES 2
AS OF SEPTEMBER 27, 1994*
<TABLE>
<S> <C>
Aggregate Value of Securities in Trust.......................................... $233,142.96
Number of Units................................................................. 250,000+
Fractional Undivided Interest in the Trust Represented by Each Unit............. 1/250,000th
Public Offering Price Per Unit:
Aggregate Value of Securities in the Trust Divided by 1,000 Units........... $ 0.9326
Plus Sales Charge of 4.25% of Public Offering Price** (4.439% of net amount
invested in Securities).................................................... 0.0414
----------
Public Offering Price per Unit.............................................. $ 0.9740
----------
----------
Public Offering Price Per 1,000 Units........................................... $ 973.97
----------
----------
Sponsor's Repurchase Price per 1,000 Units and Redemption Price per 1,000 Units
(based on the value of the underlying Securities, $41.40 less than the Public
Offering Price per 1,000 Units)............................................... $ 932.57
----------
----------
</TABLE>
<TABLE>
<S> <C>
Evaluation Time........................... 4:00 P.M. New York time.
Record Dates.............................. Quarterly: March 1, June 1, September 1 and
December 1 of each year.
Distribution Dates........................ Quarterly: March 15, June 15, September 15 and
December 15 of each year.
Minimum Principal Distribution............ No distribution need be made from the Principal
Account if the balance therein is less than
$1.00 per 1,000 Units outstanding.
In-Kind Distribution Date................. February 1, 2000
Liquidation Period........................ Not to exceed 10 business days after the
In-kind Distribution date.++
Mandatory Termination Date................ February 15, 2000
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 1,000 Units.
Sponsor's Portfolio Supervision Fee***.... Maximum of $.25 per 1,000 Units.
<FN>
- ------------------------
*As of the Date of Deposit. The Date of Deposit is the date on which the
Indenture and Agreement was signed and the deposit of Securities with the
Trustee was made.
**Volume purchasers of Units are entitled to a reduced sales charge. (See:
"Public Offering of Units--Volume Discount" in Part B.)
***See "Expenses and Charges" in Part B. 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, Bank Stock Portfolio Series
2 (the "Trust") is a unit investment trust composed of publicly traded common
stocks or contracts to purchase such stocks (the "Securities"). The objective of
the Trust is to provide capital appreciation and current income through an
investment for approximately five years in a fixed portfolio consisting of 36
publicly traded common stocks issued by U.S. banks and bank holding companies.
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, the prices of
equity securities in general and the Securities in particular and with changes
in both domestic and international economic and political conditions. Therefore,
there is no guarantee that the objectives of the Trust will be achieved. After
the initial Date of Deposit, the Sponsor may, under the Indenture and Agreement
(as hereinafter defined), deposit additional Securities which may result in a
corresponding increase in the number of Units outstanding.
TERMINATION--The Trust will terminate approximately five years after the
initial Date of Deposit regardless of market conditions at that time. 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 received 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 February 15, 2000 and will be
of benefit to the Trustee during such period. During the life of the Trust,
Securities will not be disposed of solely as a result of normal fluctuations in
market value. 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 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 herein. (See: "Administration of the
Trust--Termination", in Part B.)
DISTRIBUTIONS--The Trustee will distribute any dividends and any proceeds
from the disposition of Securities not used for redemption of Units or purchase
of substitute securities received by the Trust on each Distribution Date to
holders of record on the next preceding Record Date. Upon termination of the
Trust, the Trustee will distribute to each Unit Holder of record his pro rata
share of the Trust's assets, less expenses. The sale of Securities in the Trust
in 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" in Part B.)
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 (i) to 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" in
Part B.)
PUBLIC OFFERING PRICE--The Public Offering Price per Unit is computed on the
basis of the aggregate evaluation 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, plus a sales charge of 4.439% of such evaluation
per Unit (the net amount invested); this results in a sales charge of 4.25% of
the Public Offering Price. The sales charge of 4.25% will decline over the life
of the Trust in the manner described below. On September 28, 1997 it will
decline to 3.00% (3.093% of the net amount invested), on September 28, 1999 it
will decline to 2.50% (2.564% of the net amount invested) and on September 28,
1998 it will decline to 1.50% (1.533% of the net amount invested). The sales
charge is reduced on a graduated scale for sales involving at least $25,000.
(See: "Public Offering of Units--Volume Discount" in Part B.)
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 market value of the underlying Securities. (See: "Redemption" in Part
B.) Market conditions may cause such prices to be greater or less than the
amount paid for Units.
iii
<PAGE>
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
equity securities to receive payments from issuers; such rights are inferior to
those of creditors and holders of debt obligations. 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. 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.
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 generally, changes in the financial condition of the issuers of the
Securities, changes in the industries represented in the Portfolio and changes
in economic and political conditions affecting the issuers of the Securities.
SPECIAL CHARACTERISTICS OF THE TRUST--THE BANKING INDUSTRY--The Sponsor is
offering this series of the Dean Witter Select Equity Trust in order to take
advantage of the attractive potential for capital appreciation and dividend
yield that the securities of the U.S. banks and bank holding companies included
in the Portfolio of the Trust offer. The Sponsor has identified the banking
industry in general, and the Securities in the Portfolio of the Trust in
particular, as offering the potential for capital appreciation and current
income over the life of the Trust based on the following factors: improving
quality of assets and earnings trends, the attractive dividend yield and the
potential for growth, the potential for increased consolidation in the industry
and potential benefits from reduced regulation of the banking industry
including, the easing or elimination of federal or state restrictions on
interstate banking and engaging in certain securities activities. There can be
no assurance, however, that any of the foregoing trends or factors will develop
or continue, or that if they develop or continue, will have the beneficial
effects that the Sponsor anticipates.
SECURITIES SELECTION--The Securities of U.S. banks and bank holding
companies included in this series of the Dean Witter Select Equity Trust were
screened and selected by the Sponsor's Unit Trust Research Department after a
thorough screening and analysis of a number of factors including: (i) market
capitalization and asset size; (ii) dividend yield; (iii) price to earnings
ratio; (iv) fundamental economic and business characteristics; (v) technical
analysis; (vi) geographic diversification and (vii) the identification of
special situations.
There are certain risks involved in investing in the Trust due to its
concentration in stocks of one industry. The Trust's concentration in securities
of a single industry sector means that the Trust's performance is closely
related to the specific industry conditions as well as general market conditions
experienced in all sectors of the economy as a whole. As a result, changes in
the economic conditions affecting the selected sector will tend to have a
greater impact on the value of Units of this Trust than on units of trusts which
invest in a broader based portfolio of stocks. These factors may tend to make
the value of Trust Units more volatile than other investments.
The Sponsor may deposit additional Securities which were originally selected
through this process following the initial Date of Deposit. The Trust will
continue to hold Securities so selected during the life of the Trust unless
disposed of for the reasons set forth in Part B, "Administration of the
Trust--Portfolio Supervision", and the Sponsor may continue to create, sell and
maintain a secondary market for, Units of the Trust even though Dean Witter's
evaluation of the attractiveness of the Securities may have changed subsequent
to the Date of Deposit.
PORTFOLIO CHARACTERISTICS--The Portfolio of the Trust consists of 36 issues
of Securities, all of which are common stocks.
On the Date of Deposit, the aggregate market value of the Securities in the
Trust was $233,142.96.
MINIMUM PURCHASE--$1,000.
iv
<PAGE>
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
We have audited the accompanying Statement of Financial Condition and
Schedule of Portfolio Securities of the Dean Witter Select Equity Trust, Bank
Stock Portfolio Series 2, as of September 27, 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 September 27, 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, Bank Stock
Portfolio Series 2 as of September 27, 1994 in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
SEPTEMBER 27, 1994
NEW YORK, NEW YORK
v
<PAGE>
</AUDIT-REPORT>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
ON DATE OF DEPOSIT, SEPTEMBER 27, 1994
<TABLE>
<S> <C>
TRUST PROPERTY
Sponsor's Contracts to purchase underlying
Securities backed
by an irrevocable letter of credit (a)....... $233,142.96
------------
------------
INTEREST OF UNIT HOLDERS
Units of fractional undivided interest
outstanding:
Cost to investors (b)....................... $243,492.18
Gross underwriting commissions (c).......... (10,349.22)
------------
Total....................................... $233,142.96
------------
------------
<FN>
(a) The aggregate value of the Securities represented by Contracts to Purchase
listed under "Schedule of Portfolio Securities" included herein 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"
herein. An irrevocable letter of credit drawn on Morgan Guaranty Trust
Company of New York in the amount of $1,000,000.00 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" herein.
(c) The aggregate sales charge of 4.25% of the Public Offering Price is
computed on the basis set forth under "Public Offering of Units--Public
Offering Price" herein.
(d) The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of the
Trust and is responsible for establishing and maintaining a system of
internal control directly related to, and designed to provide reasonable
assurance as to the integrity and reliability of financial reporting of the
Trust. The Trustee is also responsible for all estimates and accruals
reflected in the Trust's financial statements. The Trustee determines the
price for each underlying Security included in the Trust's Schedule of
Portfolio Securities on the basis set forth in Part B-- "Public Offering of
Units--Public Offering Price." Under the Securities Act of 1933, as amended
(the "Act"), the Sponsor is deemed to be an issuer of the Trust's Units. As
such, the Sponsor has the responsibility of an issuer under the Act with
respect to financial statements of each Trust included in the Registration
Statement under the Act and amendments thereto.
</TABLE>
vi
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
ON DATE OF DEPOSIT, SEPTEMBER 27, 1994
<TABLE>
<CAPTION>
PERCENTAGE OF COST OF
PRICE PER AGGREGATE SECURITIES
PORTFOLIO NUMBER OF SHARE TO MARKET VALUE TO
NO. SYMBOL NAME OF ISSUER SHARES TRUST OF TRUST TRUST (1)(2)
- ----------- --------- ---------------------------------------- ----------- ----------- -------------- ------------
<C> <C> <S> <C> <C> <C> <C>
1. ASO AmSouth Bancorporation 210 $ 31.125 2.804% $ 6,536.25
2. BOH Bancorp Hawaii, Inc. 213 29.625 2.707 6,310.12
3. BAC BankAmerica Corporation 142 45.875 2.794 6,514.25
4. BKB Bank of Boston Corporation 242 26.875 2.790 6,503.75
5. BK Bank of New York Company, Inc. (3) 212 30.125 2.739 6,386.50
6. BT Bankers Trust New York Corporation 99 66.375 2.818 6,571.12
7. BBI Barnett Banks, Inc. 149 43.25 2.764 6,444.25
8. BOAT Boatmen's Bancshares, Inc. (4) 212 30.25 2.751 6,413.00
9. CMB Chase Manhattan Corporation 186 35.125 2.802 6,533.25
10. CHL Chemical Banking Corporation 183 35.50 2.786 6,496.50
11. CMA Comerica Incorporated 231 27.875 2.762 6,439.12
12. CBSH Commerce Bancshares (4) 208 31.25 2.788 6,500.00
13. CBSS Compass Bank (4) 277 23.50 2.792 6,509.50
14. CFL Corestates Financial Corp. 240 26.75 2.754 6,420.00
15. FCOM First Commerce Corporation (4) 242 26.50 2.751 6,413.00
16. FFB First Fidelity Bancorporation 152 42.875 2.795 6,517.00
17. I First Interstate Bancorp. 79 81.50 2.762 6,438.50
18. FOA First of America Bank Corporation 183 35.50 2.786 6,496.50
19. FTEN First Tennessee National Corporation (4) 144 45.125 2.787 6,498.00
20. FTU First Union Corporation 148 44.25 2.809 6,549.00
21. FVB First Virginia Banks Inc. 170 38.375 2.798 6,523.75
22. FLT Fleet Financial Group 173 37.375 2.773 6,465.88
23. ITG Integra Financial Corporation 144 45.00 2.779 6,480.00
24. JPM J.P. Morgan & Co. 107 60.75 2.788 6,500.25
25. KEY KeyCorp 212 30.25 2.751 6,413.00
26. MEL Mellon Bank Corporation 113 56.75 2.751 6,412.75
27. NCC National City Corporation 233 27.75 2.773 6,465.75
28. NB Nations Bank Corporation 136 47.50 2.771 6,460.00
29. NBD NBD Bancorp 227 29.00 2.824 6,583.00
30. NOB Norwest Corporation 254 25.125 2.737 6,381.75
31. OKEN Old Kent Financial Corporation (4) 202 32.50 2.816 6,565.00
32. PNC PNC Bank Corp. 247 26.125 2.768 6,452.88
33. SBK Signet Banking Corporation 182 35.50 2.771 6,461.00
34. SOTR SouthTrust Corporation (4) 328 19.687 2.770 6,457.34
35. STB Star Banc Corp. 157 41.25 2.778 6,476.25
36. ZION Zions Bancorporation(4) 167 39.25 2.811 6,554.75
------------
$233,142.96
------------
------------
<FN>
- ------------------------------
(1) The Securities were acquired on September 27, 1994. All Securities are
represented entirely by contracts to purchase. Valuation of Securities by
the Trustee was made on the basis of the closing price on the New York
Stock Exchange on the Date of Deposit, except Portfolio Nos. 8, 12, 13, 15,
19, 31, 34 and 36 which were valued at the closing sales price on the
over-the-counter market. The aggregate purchase price to the Sponsor for
the Securities deposited in the Trust is $233,427.375.
(2) Sponsor's loss on the Date of Deposit was $284.42.
(3) Dean Witter Reynolds Inc. was manager or co-manager of an offering of
securities of this company within the past three years.
(4) Dean Witter Reynolds Inc. makes a market in this security.
</TABLE>
vii
<PAGE>
OFFERING FEATURES
Dean Witter Select Equity Trust
- ------------------------------------------
Bank Stock Portfolio
Series 2
AN OPPORTUNITY TO INVEST IN THE BANKING INDUSTRY
FOR CAPITAL APPRECIATION AND CURRENT INCOME
- ---------------------------------------------------------
-BANKING INDUSTRY -- U.S. banks and bank holding companies are
considered to have the potential for capital appreciation and current
income over the life of the Trust based on the following: quality of assets
and earnings trends, dividend yields, increased consolidation in the
industry and potential deregulation of the industry.
-PROFESSIONAL SELECTION -- The securities are selected for you by Dean
Witter's professional analysts in an attempt to provide capital
appreciation potential and current income by taking advantage of investment
opportunities arising in the U.S. banking sector.
-QUARTERLY INCOME -- Like individual stocks, the Trust will pay quarterly
distributions of net income, and capital distributions, if any, to
investors.
-AUTOMATIC REINVESTMENT -- Investors can elect to automatically reinvest
their distributions in additional units of the Trust without a sales
charge. Reinvestment keeps your capital continually working for you.
The Offering Features are a part of the prospectus and
should be read in conjunction with the entire prospectus.
<PAGE>
INVESTING FOR
CAPITAL APPRECIATION POTENTIAL AND CURRENT INCOME THROUGH THE
BANK STOCK PORTFOLIO
- -------------------------------------------------------------
BANKING INDUSTRY
U.S. banks and bank holding companies are considered to have the
potential for capital appreciation and current income over the life of
the Trust based on the following factors: improving quality of assets and
earnings trends, the attractive dividend yield and the potential for
growth, the potential for increased consolidation in the industry and
potential benefits from reduced regulation of the banking industry
including, the easing or elimination of federal or state restrictions on
interstate banking and engaging in certain securities activities.
- --------------------------------------------------------------------------------
PROFESSIONAL SELECTION
The securities are selected for you by Dean Witter's professional
analysts in an attempt to provide capital appreciation potential and
current income by taking advantage of investment opportunities arising in
the U.S. banking sector.
- --------------------------------------------------------------------------------
DIVERSIFICATION
This Trust enables you to invest in a diversified portfolio of stocks
which is concentrated in stocks of corporations in the banking industry.
Since your capital is divided among many different stocks, your exposure
to risk is substantially reduced, especially when compared to buying a
single stock. It would be difficult to achieve comparable diversification
on your own without having considerable capital and making many
investment decisions. That's why you may wish to purchase units to either
start your equity portfolio or complement your existing one.
- --------------------------------------------------------------------------------
COST EFFECTIVE/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 $1 per unit, with a minimum purchase of $1,000,
allows you to invest in all the stocks in the portfolio in an affordable
manner.
- --------------------------------------------------------------------------------
PORTFOLIO SUPERVISION
The Trust contains a fixed portfolio of common stocks. Dean Witter will
supervise the portfolio through periodic reviews; however, it is not
managed, so there are no management fees to reduce your overall return.
In certain limited instances, Dean Witter is authorized to instruct the
Trustee to sell stocks from the portfolio of the Trust. Stocks will not
be sold from the Trust to take advantage of market fluctuations, only to
preserve the quality of the portfolio.
The Offering Features are a part of the prospectus and
should be read in conjunction with the entire prospectus.
<PAGE>
- --------------------------------------------------------------------------------
EASE OF OWNERSHIP
The usual chores associated with the individual ownership of
stocks--keeping records, cashing checks, safekeeping of certificates, and
more--are eliminated through a single investment in the Trust.
You will receive quarterly distributions and a year-end report from the
Trustee. The year-end report contains information on the income earned on
your investment throughout the year. Required Federal income tax
information is also provided.
- --------------------------------------------------------------------------------
LOW MINIMUM PURCHASE
The Bank Stock Portfolio Series is sold in units priced at approximately
$1 per unit. Although investors are required to purchase a minimum of
$1,000, any number of additional units may be bought. The purchase price
of each unit is based on the market value of the securities in the
portfolio and includes a maximum one-time sales charge of 4.25% of the
offering price. Volume discounts are available on orders of $25,000 or
more.
- --------------------------------------------------------------------------------
FLEXIBILITY THROUGH EXCHANGE PRIVILEGES
Investors may elect, at any time, to exchange their trust units for units
of another Dean Witter sponsored trust at a reduced sales charge.
- --------------------------------------------------------------------------------
IN KIND DISTRIBUTION OPTION
Investors who own 25,000 or more units of the trust may elect to receive
distributions at termination "in kind", which consists of a pro rata
share of each of the underlying stocks.
- --------------------------------------------------------------------------------
EASY LIQUIDITY WITHOUT A FEE
Dean Witter intends to maintain a secondary market for the resale of
units although not legally required to do so. There is never a charge to
sell or redeem units. However, the price you receive may be more or less
than you originally paid, depending on the market conditions at the time
of sale or redemption. Additionally, units can always be redeemed through
the Trustee. The value of a unit is based on the underlying value of the
securities in the portfolio.
- --------------------------------------------------------------------------------
SPECIAL CONSIDERATIONS
Since the portfolio is not managed, securities will not be sold from the
portfolio except in limited circumstances. The volatility inherent in any
investment in common stocks and the concentration of stocks in one
industry may result in a decline in the value of the Units and a loss to
Unit Holders.
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
BANK STOCK PORTFOLIO SERIES
-------------------
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 capital appreciation and current income through an investment for
approximately five years in a portfolio consisting of publicly traded common
stocks of U.S. banks and bank holding Companies. There is, of course, no
assurance that these objectives will be met.
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" in Part A.)
The Trust was created simultaneously with the deposit of the Securities with the
Trustee and the execution of the Indenture and Agreement. The Trustee then
immediately delivered to the Sponsor a certificate of beneficial interest (the
"Certificate") 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 of the Trust (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 in connection with the sale of these
Additional Units will maintain, to the extent practicable, 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 are subject to adjustment under certain limited circumstances.
(See: Administration of the Trust--Portfolio Supervision".) Each Additional Unit
issued after a permitted change in the shares held in the Trust will represent
the same number and type of shares that were represented by a Unit immediately
prior to the issuance of the Additional Unit. The number and identity of shares
in the Trust will be adjusted to reflect the disposition of Securities and/or
the receipt of a stock dividend, a stock split or other distribution with
respect to shares or the reinvestment of the proceeds of certain dispositions of
Securities. It may not be possible to maintain the original proportionate
relationship among the Securities on the initial date of deposit, due to, among
other reasons, inability to purchase Securities, unavailability of Securities
and/or restrictions on the purchase of shares. If a Security is unavailable for
purchase and deposit in the Trust, additional shares of other Securities then in
the Portfolio of the Trust may be deposited to create Additional Units. The
Sponsor may deposit cash with the Trustee with instructions to the Trustee to
purchase such unavailable Securities when available. 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. The additional Securities so received will, however, have a tax cost
basis to the Trust equal to their values on the date of transfer to the Trust.
Such tax cost basis will likely differ from the tax cost basis of Securities
transferred to the Trust at other times such as 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>
Date of Deposit. The amount of gain or loss realized on sale of a particular
Security by the Trust depends upon the tax cost basis of the particular Security
sold. Hence, the amount of capital gain or loss realized by the Trust and passed
through to Unit Holders will not be the same as the capital gain or loss which
would have been realized by a particular Unit Holder if such Unit Holder had
purchased and sold the Securities involved without the intervention of the
Trust.
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 fractional undivided interest in the balance will
be decreased. In both cases, the interest in the 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
RISK FACTORS--SPECIAL CONSIDERATIONS
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" in Part A and the Securities will be
sold or distributed "in-kind," regardless of market conditions at that time. The
Trust may be terminated earlier under certain conditions (see: "Administration
of the Trust-- Termination").
SUMMARY DESCRIPTION OF THE PORTFOLIO
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 stock market may weaken. In such case, the value of the
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 equity securities,
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
2
<PAGE>
for. 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 stock 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 stock) which could adversely affect the ability and inclination of the
issuer to declare or pay dividends on its preferred and/or 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), preferred stocks typically have only a
liquidation preference which may have stated optional or mandatory redemption
provisions while 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.
The Portfolio of the Trust will be composed of securities issued by U.S.
banks and bank holding companies. There are certain risks involved in investing
in the Trust due to its concentration in stocks of one industry. The Trust's
concentration in securities of a single industry sector means that the Trust's
performance is closely related to the specific industry conditions as well as
general market conditions experienced in all sectors of the economy as a whole.
As a result, changes in the economic conditions affecting the selected sector
will tend to have a greater impact on the value of Units of this Trust than on
units of trusts which invest in a broader based portfolio of stocks. These
factors may tend to make the value of Trust Units more volatile than other
investments.
CERTAIN RISKS AFFECTING SECURITIES OF BANKING ISSUERS. The Trust's assets
will be concentrated in Securities of issuers in the banking industry and, as a
result, the value of the Units of the Trust will be susceptible to factors
affecting such industry. While the factors affecting the U.S. banks and bank
holding companies and the market values of the Securities in the Portfolio are
varied and complex, the risks of investment in such Securities outlined below
should be noted.
The activities of U.S. banks and bank holding companies are subject to
comprehensive federal and state regulation which regulation is expected to
continue to change over the life of the Trust. The enactment of any new
legislation or regulations, or any change in interpretation or enforcement of
existing laws or regulations, may affect the profitability of participants in
the banking industry. Congress is currently considering removing restrictions to
interstate banking. No assurance can be given as to what form such legislation,
or any other legislation or regulation, would take, if enacted, or what effects
any new legislation or regulation would have on the banking industry.
The banking industry is particularly susceptible to downturns in economic,
and volatility in political conditions as well as fiscal or monetary policies of
governmental units. Banks may be at particular risk in a protracted recession,
given that the levels of corporate debt, corporate defaults on debts, the number
of bank failures and problem banks are substantially higher than is typical
during a non-recessionary period. Certain banks whose securities are included in
the Portfolio may have loan portfolios concentrated in highly leveraged
transactions, real estate loans or loans to less developed countries, which
transactions and loans bank regulators classify as risky. The operations of
banks are highly interest rate sensitive. An inflationary economy or tight
credit policies imposed by the Federal Reserve could adversely affect the
banking industry. Investors should note that monetary policies of the Federal
Reserve are subject to significant fluctuations. A deflationary economy, when
asset values decline, poses risks to banks by reducing the value of direct
investments held for the banks' own portfolios and contributing to loan defaults
if the value of secured property or other collateral for loans declines. Banks
are particularly susceptible to the real estate markets since a significant
amount of their loans are secured by real estate, the value of which is subject
to significant fluctuations.
Federal regulators require banks and thrifts to maintain minimum capital
requirements. To the extent additional equity is issued to meet the
requirements, outstanding equity holdings will be diluted. The capital standards
are expected to continue to lead to a major consolidation of the bank and thrift
systems. Certain Money Center Banks have experienced problems in obtaining
3
<PAGE>
access to equity and debt markets. No assurance can be given that any bank will
maintain access to the public credit markets on affordable terms to meet their
capital or short term cash needs. The Sponsor is unable to predict the impact or
the likelihood of any consolidation resulting from the capital standards or any
change in the interstate banking laws and regulations, with respect to the
particular Securities in the Portfolio.
Banks are subject to substantial competition from other banking and thrift
institutions and from other financial service institutions for deposits, as well
as corporate and retail customers. These competitors, which are subject to less
government regulation than banks provide a broad range of financial products,
and include foreign banks, insurance companies, brokerage and securities firms,
mutual funds, investment banks and diversified financial service companies. As a
result of such competition worldwide, depository flows have become highly
liquid, and subject to dramatic shifts among different forms of financial
instruments.
To the extent banks are unable to pass deposit insurance premiums on to
customers because of competitive pressures (e.g., from money market mutual
funds), such premiums must be absorbed. Any premium increase may lead to
insolvency by some problem banks. No assurance can be given that statutory
provisions for insuring all deposits up to $100,000 (which currently applies to
multiple accounts held by the same depositor and to pass-through accounts, such
as for pension plans) will not be restricted. Such restrictions could adversely
affect large investor confidence, which could lead to deposit runs. In addition,
no assurance can be given that foreign branch deposits of domestic banks will
remain exempt from assessments for deposit insurance premiums or retain their de
facto insurance coverage. Either policy change could have a substantial adverse
impact on affected banks, particularly Money Center Banks. Investors should note
that deposit insurance does not cover equity issued by banks and therefore is no
guarantee of the market value of the Securities in the Portfolio.
To the extent a bank's portfolio is concentrated in assets related to a
particular industry or geographic region, the bank's operating results will be
subject to additional risks associated with such industry or region. A
significant downgrading of a credit rating could jeopardize the affected bank's
access to public credit markets. Deposits from foreign corporations, individuals
and governments constitute a substantial share (frequently a majority) of total
deposits of Money Center Banks, including their foreign branches. The level of
such deposits is generally subject to the risks of foreign currency exchange
rates (a falling U.S. dollar reducing the value of their investments),
comparative interest rate changes and capital flight restrictions.
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.
OBJECTIVE AND SECURITIES SELECTION
The objectives of the Trust are to provide capital appreciation potential
and current income through an investment in a fixed diversified portfolio of
Securities chosen in the manner described in the "Summary of Essential
Information". 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 and substitute Securities acquired and held by the Trust
pursuant to the provisions of the Indenture and Agreement together with
undistributed income therefrom and undistributed and uninvested 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 pursuant to the
provisions of the Indenture and Agreement, the Sponsor shall cause to be
refunded the sales charge relating to such Security, plus the pro rata portion
of the cost to the Sponsor of the failed contract listed under "Schedule of
Portfolio Securities". (See: "Administration of the Trust--Portfolio
Supervision".)
Because certain Securities from time to time may be sold or their percentage
reduced under certain circumstances described herein, no assurance can be given
that the Trust will 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 fully 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".)
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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.
DISTRIBUTIONS
Record Dates and Distribution Dates are set forth under "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 Securities, including capital gains, not used for
the redemption of Units or purchase of substitute Securities, 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. Under certain circumstances,
the Trustee may make additional distributions in any calendar year in order to
avoid the imposition of Federal or state excise taxes or to continue or
otherwise maintain the Trust's qualification as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (see: "Tax
Status of the Trust").
TAX STATUS OF THE TRUST
The following discussion offers only a brief outline of the federal income
tax consequences of investing in the Trust. Investors should consult their own
tax advisors for more detailed information and for information regarding the
impact of state, local or foreign taxes upon such an investment.
The Trust intends to qualify as and elect to be a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). Generally, to qualify as a regulated investment company for a taxable
year the Trust must derive at least 90% of its income from certain specified
sources, including interest, dividends, gains from the disposition of
securities, and other income derived with respect to its business of investing
in securities. In addition, the Trust must derive less than 30% of its gross
income from the disposition of securities held for less than three months, must
meet certain diversification criteria regarding Trust investment, and must
distribute annually at least 90% of its investment company taxable income. For
any year in which the Trust qualifies for taxation as a regulated investment
company, (a) the Trust is not taxed on income distributed to its shareholders in
the form of dividends or capital gains distributions and (b) if the Trust is the
record holder of stock on the record date for a dividend payable with respect to
that stock, the dividend must be included in the gross income of the Trust as
determined for federal income tax purposes on the later of (1) the date the
stock became ex-dividend with respect to such dividend or (2) the date the Trust
acquired the stock. If, in any taxable year, the Trust were to fail to qualify
as a regulated investment company under the Code, the Trust would be taxed for
that year in the same manner as an ordinary corporation and distributions to its
shareholders would not be deductible by the Trust in computing its taxable
income. In addition, in the event of a failure to qualify as a regulated
investment company for a taxable year, that year's Trust distributions, to the
extent derived from current or accumulated earnings and profits, would be
taxable to the recipient shareholders as ordinary income dividends, even if
those distributions might otherwise have been considered distributions of
capital gains.
If the Trust fails to distribute in 1994 and each calendar year thereafter,
at least (i) 98% of its ordinary income for such calendar year and (ii) 98% of
its capital gain net income (both long-term and short-term) for the 12 months
ended October 31 of such calendar year (or December 31, if the Trust qualifies
to so elect and does so), the Trust will be subject to a 4% excise tax on the
undistributed income if income tax is not imposed on such income in the hands of
the Trust. In addition, the Trust will be subject to such excise tax on any
portion (not taxed to the Trust) of the respective 2% balances which are not
distributed during the succeeding calendar year.
If the Trust fails to qualify as a regulated investment company for any
year, it must pay out its earnings and profits accumulated in that year (less
the interest charge mentioned below, if applicable) and may be required to pay
an interest charge to the Treasury on 50% of such earnings and profits before it
can again qualify as a regulated investment company.
Generally, distributions paid by the Trust, whether or not reinvested, are
treated as received in the taxable year of the distribution; however, any
amounts designated for distribution by the Trust with respect to October,
November or December of any calendar year as payable to Unit Holders of record
on a specified date in such a month and which are actually paid during January
of the following year, will be treated as received on December 31 of the
preceding year. The Indenture and Agreement require current distribution to Unit
Holders of the entire net income and net capital gain, if any, of the Trust and
cash proceeds of redemptions, mergers, liquidations of issuers or sales
representing recovery of cost (to the extent that the proceeds of sales or other
dispositions are not reinvested or used to redeem Units) of underlying
Securities in the Trust. In kind receipts of the Trust in
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<PAGE>
mergers and liquidations may be either retained or sold and the proceeds, if
sold, will be either (i) distributed to Unit Holders or (ii) retained by the
Trustee with the proceeds of such sale credited to the Income and/or Principal
Accounts and (unless applied for the purchase of securities pursuant to the
Indenture and Agreement) distributed to Unit Holders in the manner provided in
the Indenture and Agreement. Securities received in a liquidation or merger will
not be retained if such retention would jeopardize the characterization of the
Trust as a regulated investment company for federal income tax purposes.
Distributions to Unit Holders (other than capital gains distributions) will
be taxable as ordinary income to such Unit Holders to the extent paid from
interest, dividends and net short-term capital gain includible in the Trust's
gross income for the taxable year with respect to which the distribution is made
less the sum of the Trust's allocable deductible expenses. To the extent that
distributions to a Unit Holder with respect to any year are not taxable as
ordinary income or as capital gain distributions, the amount of such
distributions will be treated as a return of capital and will reduce the Unit
Holder's basis in its Units and, to the extent that they exceed its basis, will
generally be taxed as a capital gain.
It is anticipated that part of the distributions of the Trust will be
taxable as ordinary income to Unit Holders and that, under present law,
distributions attributable to dividends from domestic corporations constitute
dividends for purposes of the 70% deduction allowed to certain corporations with
respect to dividends received, as discussed below. This deduction is allowed to
corporations other than corporations, such as "S" corporations, which are not
eligible for such deduction because of their special characteristics. Dividends
received by corporations are not deductible for purposes of special taxes such
as the accumulated earnings tax and the personal holding company tax.
Under existing law, only that amount of the Trust's dividend distributions
(exclusive of capital gain dividends) that are designated as dividends by the
Trust and which do not exceed the aggregate amount of dividends received by the
Trust will qualify for the 70% dividends-received deduction for corporations.
Dividends received by the Trust will be considered dividends for this purpose
only if such dividends are received from domestic corporations and would qualify
for the 70% dividends-received deduction if such deduction were available to
regulated investment companies.
Individual investors should note that the Code places a floor of 2% of
adjusted gross income on miscellaneous itemized deductions, including investment
expenses. The Code directs the Secretary of the Treasury to prescribe
regulations prohibiting indirect deduction through a pass-through entity (such
as the Trust) of amounts not allowable as a deduction under this rule if paid or
incurred directly by an individual.
Temporary Regulations applicable to "nonpublicly offered regulated
investment companies" have been issued. Under these temporary regulations, in
general, (i) specified expenses of the regulated investment company or, at the
election of the regulated investment company, 40% of its expenses, exclusive of
expenses which are specifically excluded from miscellaneous itemized deductions
if incurred by an individual, are allocated among those of its shareholders who
are "affected investors" (I.E., individuals, estates, trusts and pass-through
entities having such shareholders) and (ii) such investors are treated as having
received or accrued dividends in an aggregate amount equal to the investor's
share of such expenses and to have incurred investment expenses in the same
aggregate amount. These computations are made on a calendar year basis and the
allocation of such expenses among affected investors may be done by the
regulated investment company on any reasonable basis (which basis, if utilizing
distributions to affected investors, may exclude some of such distributions).
The Code provides, however, that the 2% floor rule will not apply to
indirect deductions through a publicly offered regulated investment company. The
term "publicly offered regulated investment company" is defined as meaning a
regulated investment company the shares of which are "continuously offered" or
regularly traded on an established securities market or "held by or for no fewer
than 500 persons at all times during the taxable year." The Sponsor is unable to
state whether or not the Trust will qualify in the future for treatment as a
"publicly offered regulated investment company."
Gain or loss will be realized by each Unit Holder to the extent that the
proceeds of redemption (or distributions received upon liquidation of its Units)
exceed or are less than the Unit Holder's tax cost basis of its Units which are
redeemed (or in respect of which the liquidating distributions are made).
Distributions in kind are taken into account for this purpose at their fair
market value when distributed.
Distributions of net capital gain (designated as such by the Trust) will be
taxable to Unit Holders as long-term capital gains regardless of the length of
time the Units have been held by a Unit Holder. A redemption of Units will be a
taxable event for a Unit Holder and, depending on the circumstances, may give
rise to gain or loss. 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.
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The Code disallows the dividends-received deduction in full for corporations
with respect to stock, including Trust Units (which are considered as stock for
this purpose) held for 45 days or less (90 days or less in the case of certain
preference stock) exclusive of days on which the holder's risk of loss is
diminished. Sections 246 and 246A of the Code also contain limitations on the
eligibility of dividends for the 70% dividends-received deduction (in addition
to the limitation discussed above). These limitations may be applicable to
dividends received by a Unit Holder depending on the Unit Holder's individual
circumstances. Accordingly, Unit Holders which are corporations should consult
their own tax advisors in this regard.
Information with respect to the Federal income tax status of each year's
distributions will be supplied to Unit Holders.
The Trust is required to withhold U.S. federal income tax at the rate of 31%
of all taxable distributions payable to holders of Trust Units who fail to
provide the Trust with their correct taxpayer identification numbers or to make
required certifications, or who have been notified by the Internal Revenue
Service that they are subject to backup withholding. Backup withholding is not
an additional tax. Any amounts withheld may be credited against U.S. federal
income tax liability of a holder of a Trust Unit.
Federal withholding taxes at a 30% rate or a lesser rate established by
treaty will generally apply to distributions (other than distributions
designated by the Trust as capital gain dividends) made to Unit Holders that are
nonresident aliens or foreign partnerships, trusts or corporations unless the
distributions constitute income effectively connected with the conduct of a
trade or business within the United States by the distributee.
The value of Units held by an individual non-resident alien, even though he
is a non-resident at his death, will be includible in his gross estate for U.S.
federal estate tax purposes.
Investors are advised to consult their own tax advisors with respect to the
application to their own circumstances of the above-described general taxation
rules and with respect to the state, local or foreign tax consequences to them
of an investment in Trust Units.
Units of the Trust may be suited for purchase by Individual Retirement
Accounts and pension plans, profit sharing and other qualified retirement plans.
Investors considering participation in any such plan should consult their
attorneys or other tax advisors with respect to the establishment and
maintenance of any such plan.
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 and Principal Accounts or amounts receivable in
respect of stocks trading ex-dividend (other than money required to be
distributed to Unit Holders on a Distribution Date and money required to redeem
tendered Units) on the date of purchase of 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 not to exceed the dividend that would be
received if such stock were to receive a dividend will be added to the Public
Offering Price. The sale charges 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 four 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 Part A) 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 and Agreement, 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.
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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. 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", in Part A). 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.
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.
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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 for the first 90
days that the Units are offered for sale and in the secondary market. 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 4.25% 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>
PRIMARY AND SECONDARY MARKET
-------------------------------------------
PERCENT OF PERCENT OF
OFFERING NET AMOUNT DEALER
PRICE INVESTED CONCESSION
------------- ----------- -------------
<S> <C> <C> <C>
Less than $25,000............. 4.25% 4.439% 2.76%
$25,000 to $49,999............ 4.00 4.167 2.60
$50,000 to $99,999............ 3.75 3.896 2.44
$100,000 to $249,999.......... 3.25 3.359 2.11
$250,000 to $499,999.......... 2.75 2.828 1.79
$500,000 to $749,999.......... 2.50 2.564 1.63
$750,000 to $999,999.......... 2.25 2.302 1.46
$1,000,000 to $2,499,999...... 1.75 1.781 1.14
$2,500,000 to $4,999,999...... 1.25 1.266 .81
$5,000,000 or more............ .75 0.756 .49
</TABLE>
The reduced sales charges as shown on the chart above will apply to all
purchases of Units of this Trust only 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 of 21 years 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.
Sales to dealers will be made at prices which include a concession as shown
on the chart above. Dealers purchasing certain dollar amounts of Units during
the life of the Trust will be entitled to additional concession benefits. The
dealer concession for secondary market sales may differ from the concessions set
forth in the above schedule. The Sponsor reserves the right, at any time, to
change the level of dealer concessions.
EXCHANGE OPTION
Unit Holders of any Dean Witter sponsored unit investment trust or any
holders of Units of any other unit investment trust (collectively, "Holders")
may elect to exchange any or all of their units of each series of the Dean
Witter Select Equity Trust for units of one or more of any series of the Dean
Witter Select Equity Trust or for units of any additional 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 of Units. 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: series of the Dean Witter Select Municipal
Trust, the Dean Witter Select Government Trust, the Dean Witter Select Equity
Trust, the Dean Witter Select Corporate Trust and the Dean Witter Select
Investment Trust.
Each Exchange Trust has a different investment objective; 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 all such
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 on which
a Holder wishes to sell or exchange its 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
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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 it, the Unit Holder
will be immediately notified and no action will be taken with respect to its
Units without further instruction from the Unit Holder.
Exchanges will be effected 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.
An exchange of Units pursuant to the Exchange Option for units of an
Exchange Trust will normally constitute a "taxable event" under the Code, i.e.,
a Unit Holder will recognize gain or loss at the time of exchange. However, an
exchange of Units of this series of Dean Witter Select Equity Trust for units of
any other similar series of the Exchange Trusts will not constitute a taxable
event to the extent that the units do not differ materially either in kind or in
extent. Unit Holders are urged to consult their own tax advisors as to the tax
consequences to them of exchanging Units in particular cases.
If a Unit Holder utilizes the Exchange Option with respect to an Exchange
Trust which is a regulated investment company for U.S. federal income tax
purposes before the 91st day after the exchanged Units were acquired, the sales
charge incurred in acquiring the Units transferred in the exchange (up to the
amount of the reduction in the sales charge with respect to the securities
received in the exchange) is not taken into account in determining the amount of
gain or loss on the exchange but any sales charge disallowed is added to the
basis of the Units acquired. A taxpayer who acquires Trust Units (or stock in
another regulated investment company) in a transaction in which gain or loss is
not recognized succeeds to the treatment applicable to his or her transferor
under this rule, if the rule would apply to the transferor.
To exercise the Exchange Option, a Unit Holder should notify the Sponsor of
its desire to use the proceeds from the sale of such Unit Holder's Units to
purchase 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 such Units
are to be exchanged. The Unit Holder will be provided with a current prospectus
or prospectuses relating to each series in which such Unit Holder indicates
interest.
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 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 evaluation per unit of the securities in that portfolio plus accrued
interest and the applicable sales charge of $25 per Unit (or per 100 Units in
the case of a unit priced at about $10.00 or per 1,000 Units in the case of a
unit priced at about $1.00) or 2.5% of the Public Offering Price where the cost
per Unit is significantly less than $1.00. During the five month period
beginning on the date of deposit of a trust being exchanged the sales charge
shall be the greater of (i) $25 or (ii) the difference between the original
sales charge on the Units owned and the sales charge on the Exchange Trust.
REINVESTMENT PROGRAM
Distributions, if any, are made to Unit Holders quarterly. The Unit Holder
has the option, however, of either receiving his quarterly check from the
Trustee or participating in the reinvestment program offered by the Sponsor
under which the distributions are automatically reinvested in Additional Units
of the Trust without a sales charge. Participation in the reinvestment program
is conditioned on such program's lawful qualification for sale in the state in
which the Unit Holder is a resident. A Unit Holder's election to participate in
the reinvestment program will apply to all Units of this series of the Trust
owned by such Unit Holder. Once the reinvestment election has been chosen by the
Unit Holder, such election will remain in effect until changed by the Unit
Holder. The Sponsor may suspend or terminate the reinvestment program at its
discretion. Thereafter, distributions received by the Trust would be distributed
quarterly to all Unit Holders.
Such distributions, to the extent reinvested in Units of 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 in order to maintain, as closely as practical,
the proportionate relationship between the Securities in the Trust at the time
of creation of the additional Units. The additional securities will be deposited
by the Sponsor with the Trustee in exchange for new Units. The distributions may
then be used by the
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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 of business on the Distribution Date. (See "Public
Offering--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.
No fractional Units will be issued under any circumstances. If, after the
maximum number of full Units have 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 shall hold such cash for the
benefit of such Unit Holder and shall apply such cash on the next Distribution
Date, along with any distributions then made, toward the purchase of additional
full Units in accordance with the Program. The cost of administering the program
will be borne by the Trust and thus will be borne indirectly by all Unit
Holders.
A Unit Holder may, by contacting such Unit Holder's broker or filing with
the Trustee a written notice of election at least ten days before the Record
Date for the first distribution to which it is to apply, elect to have
distributions, if any, reinvested in Additional Units of the Trust. An election
may be revoked upon similar notice.
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 corporate
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" herein. 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 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. The date of tender is deemed to be the date on which Units are received
by the Trustee, except that as regards Units received after the Evaluation Time,
the date of tender is the first day after such date on which the New York Stock
Exchange is open for trading, and such Units will be deemed to have been
tendered to the Trustee on such day for redemption at the Redemption Price
computed on that day.
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 in cash or in kind for any one Unit
Holder tendering less than 25,000 Units as directed by the Sponsor. With respect
to redemption requests regarding at least 25,000 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 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 in converting Securities so received into cash.
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
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Trustee is authorized by the Indenture and 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 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
Indenture and 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 a date prior to the determination 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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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 of 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",
herein). 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, the initial fees of the
Trustee, 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 computation period. The
Sponsor's fee is as set forth in Part A--"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, the Trustee
receives the fee set forth in Part A--"Summary of Essential Information".
Certain regular expenses of the Trust, including certain mailing and printing
expenses, are borne by the Trust.
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
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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 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, (h) brokerage
commissions or charges incurred in connection with the purchase or sale of
Securities and (i) to the extent lawful, expenses (including legal, auditing and
printing expenses) of maintaining registration or qualification of the Units
and/or the Trust under Federal or state securities laws so long as the Sponsor
is maintaining a market for the Units. The accounts of the Trust shall be
audited not less frequently than annually by independent certified public
accountants designated by the Sponsor, and the report of such accountants will
be furnished by the Trustee to Unit Holders upon request. The cost of such audit
shall be an expense of the Trust.
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 the 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 corporate 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, 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 such as return of
principal and gain and including 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.
A distribution to a Unit Holder as of a Record Date will be made on the
following Distribution Date or shortly thereafter and shall consist of such
Holder's pro rata share of the distributable cash balance of the Income Account
and Principal Account. Proceeds received from the disposition of any of the
Securities which are not used for redemption of Units or for the purchase of
substitute Securities 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
1,000 Units outstanding. A Reserve Account may be created by the
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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 Holder.
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 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, 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 or
if the disposition of such securities is desirable in order to maintain the
qualification of the Trust as a regulated investment company under the Code. If
a failure to declare or pay cash dividends on any of the securities occurs and
if the Sponsor does not, within 30 days after notification, instruct the Trustee
to sell or hold such securities, the Indenture provides that the Trustee shall
promptly sell such securities. An offer to purchase a Security in the Portfolio
of the Trust may be accepted or rejected, or such security may be sold on the
market.
The Sponsor is authorized to instruct the Trustee to reinvest the proceeds
of the redemption or sale of any of the Securities in substitute Securities.
Moneys held in the Trust to cover the purchase of Securities pursuant to
contracts which have failed, may be also reinvested in substitute Securities.
The substitute Securities must satisfy certain conditions specified in the
Indenture, including requirements that the substitute securities shall be
selected by the Sponsor from a list of securities maintained by it, and updated
from time to time, and that the Securities shall have, in the opinion of the
Sponsor, characteristics sufficiently similar to the characteristics of the
other Securities in the Trust as to be acceptable for acquisition by the Trust.
The purchase price thereof may not exceed the amount of funds reserved for the
purchase of Securities by the Trustee.
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 Part A--"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 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;
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(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; (c) to add or change any provision as may
be necessary or advisable for the continuing qualification of the Trust as a
regulated investment company under the Code or to prevent the applicability of
the 4% excise tax imposed by Section 4982 of the Code; or (d) 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 may be waived) with
the expressed written consent of Unit Holders evidencing 51% of the Units at the
time outstanding under the Indenture 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 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, or (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.
TERMINATION
The Indenture and Agreement provides that the Trust will be liquidated
during the Liquidation Period as set forth under "Summary of Essential
Information" herein 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 50% 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 25,000 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 25,000 Units
will receive distributions in respect of their Units at termination solely in
cash. Unit Holders holding at least 25,000 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
In-Kind Distribution 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
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Holder is entitled. A Unit Holder receiving distributions of Securities "in
kind" may incur brokerage 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
Distribution 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
Indenture and 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.
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 if the Trustee has materially failed to
perform its duties under the Indenture and Agreement and the interest of the
Unit Holders has been impaired as a result, 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 willful misfeasance, willful
misconduct, bad faith, gross negligence or reckless disregard of its duties and
obligations under the Agreement.
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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 Option 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 Corporation 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 LLP, certified public
accounts, 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.
18
<PAGE>
- ----------------------------------- Sponsor: -----------------------------------
(DEAN WITTER REYNOLDS INC. LOGO)
Two World Trade Center - New York, New York 10048
- --------------------------------------------------------------------------------
37286
<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 January 7, 1992 as
amended March 16, 1993.
- -------------------------
* Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement of Sears Tax-Exempt
Investment Trust, Insured Long Term Series 33 and Long Term
Municipal Portfolio Series 106, Registration numbers 33-38086
and 33-37629, respectively.
** The Trust Indenture and Agreement is incorporated by reference to exhibit
of same designation filed with the Securities and Exchange Commission as
an exhibit to the Registration Statement of Sears Equity Investment
Trust, Selected Opportunities Series 9, Registration number 33-42316.
The Amendment is incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an exhibit to the
Registration
Footnote continued on next page.
<PAGE>
***EX-4.2 Reference Trust Agreement dated September 28, 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).
***EX-27 Financial Data Schedule.
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).
- -------------------------
Footnote continued from previous page.
Statement of Dean Witter Select Municipal Trust, National Portfolio
Series 125, California Intermediate Long Term Portfolio Series 28 and
Insured California Portfolio Series 62, Registration numbers 33-49219,
33-27907 and 33-49017, respectively.
*** Filed herewith.
<PAGE>
SIGNATURES
The Registrant, Dean Witter Select Equity Trust, Bank Stock
Portfolio Series 2, hereby identifies the Sears Equity Investment Trust,
Strategic Series 8 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, Bank Stock Portfolio Series 2,
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 27th day of September, 1994.
DEAN WITTER SELECT EQUITY TRUST,
BANK STOCK PORTFOLIO SERIES 2
(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 27th day of September, 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
January 7, 1992 as amended March 16,
1993.
***EX-4.2 Reference Trust Agreement dated
September 27, 1994.
***EX-5 Opinion of counsel as to the
legality of the securities being
registered.
- -------------------------
* Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement of Sears Tax-Exempt
Investment Trust, Insured Long Term Series 33 and Long Term
Municipal Portfolio Series 106, Registration numbers 33-38086
and 33-37629, respectively.
** The Trust Indenture and Agreement is incorporated by reference to exhibit
of same designation filed with the Securities and Exchange Commission as
an exhibit to the Registration Statement of Sears Equity Investment
Trust, Selected Opportunities Series 9, Registration number 33-42316.
The Amendment is incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an exhibit to the
Registration Statement of Dean Witter Select Municipal Trust, National
Portfolio Series 125, California Intermediate Long Term Portfolio Series
28 and Insured California Portfolio Series 62, Registration numbers
33-49219, 33-27907 and 33-49017, respectively.
*** Filed herewith.
<PAGE>
***EX-23.1 Consent of Independent Auditors.
EX-23.2 Consent of Cahill Gordon & Reindel
(included in Exhibit 5).
***EX-27 Financial Data Schedule.
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).
- ----------------------------
*** Filed herewith.
<PAGE>
EXHIBIT 4.2
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated September 27, 1994 among 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 Investment Trust, Trust
Indenture and Agreement (the "Basic Agreement") dated January 7, 1992 and
amended on March 16, 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 Section 9.05 of the Basic Agreement shall be deleted.
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, Bank
Stock Portfolio Series 2 (the "Trust").
<PAGE>
-2-
B. The publicly traded securities 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 250,000 for the Trust.
E. A Unit is hereby declared initially equal to 1/250,000th for the
Trust.
F. The term "First Settlement Date" shall mean October 5, 1994.
G. The term "In-Kind Date" shall mean February 1, 2000.
H. The term "Record Date" shall mean March 1, June 1,
September 1 and December 1 of each year.
I. The term "Distribution Date shall mean March 15, June 15,
September 15 and December 15 of each year.
J. For purposes of this Series -- Dean Witter Select Equity Trust,
Bank Stock Portfolio Series 2 -- 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 $.25 per 1,000 Units.
L. The Trustee's Annual Fee as defined in Section 6.04 of the
Indenture shall be $.72 per 1,000 Units.
M. The term "Mandatory Termination Date" shall mean
February 15, 2000.
N. The minimum number of Units for which an "in-kind" distribution
shall be available shall be 25,000 units or such other amount as the Depositor
shall determine.
<PAGE>
-3-
Signatures and acknowledgments on separate pages
<PAGE>
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)
September 27, 1994
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: Dean Witter Select Equity Trust,
Bank Stock Portfolio Series 2
Gentlemen:
We have acted as special counsel for you as Depositor of the Dean
Witter Select Equity Trust, Bank Stock Portfolio Series 2 (the "Trust"), in
connection with the issuance under the Trust Indenture and Agreement, dated
January 7, 1992, as amended on March 16, 1993, and the related Reference Trust
Agreement, dated September 27, 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, Bank Stock Portfolio Series 2. 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.
<PAGE>
-2-
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement (File No. 33-55217) relating to the Units
referred to above and to the use of our 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 September 27, 1994,
accompanying the financial statements of the Dean Witter Select Equity Trust,
Bank Stock Portfolio Series 2, 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 LLP
Deloitte & Touche LLP
New York, New York
September 27, 1994
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS FOR DEAN WITTER SELECT EQUITY TRUST BANK STOCK PORTFOLIO 2 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
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<NAME> DEAN WITTER SELECT EQUITY TRUST BANK STOCK PORTFOLIO SERIES
<MULTIPLIER> 1
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<FISCAL-YEAR-END> SEP-27-1994
<PERIOD-START> SEP-27-1994
<PERIOD-END> SEP-27-1994
<INVESTMENTS-AT-COST> 233,143
<INVESTMENTS-AT-VALUE> 233,143
<RECEIVABLES> 0
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