AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 1995
REGISTRATION NO. 33-55807
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_______________
POST-EFFECTIVE
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:
EQUITY INCOME FUND
SELECT TEN PORTFOLIO -
1995 SPRING SERIES
DEFINED ASSET FUNDS
(A UNIT INVESTMENT TRUST)
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY SHEARSON INC.
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE, FENNER & SMITH SMITH BARNEY INC.
INCORPORATED TWO WORLD TRADE CENTER
P.O. BOX 9051 101ST FLOOR
PRINCETON, N.J. 08543-9051 NEW YORK, N.Y. 10048
PRUDENTIAL SECURITIES DEAN WITTER REYNOLDS INC.
INCORPORATED TWO WORLD TRADE CENTER
ONE SEAPORT PLAZA 59TH FLOOR
199 WATER STREET NEW YORK, N.Y. 10048
NEW YORK, N.Y. 10292
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ. LEE B. SPENCER
P.O. BOX 9051 ONE SEAPORT PLAZA
PRINCETON, N.J. 08543-9051 199 WATER STREET
NEW YORK, N.Y. 10292
COPIES TO
LAURIE HESSLEIN DOUGLAS LOWE, ESQ. PIERRE DE SAINT PHALLE, ESQ.
388 GREENWICH STREET 130 LIBERTY ST.-29TH FL. 450 LEXINGTON AVENUE
NEW YORK, N.Y. 10013 NEW YORK, N.Y. 10006 NEW YORK, NEW YORK 10017
The issuer has registered an indefinite number of Units under the
Securities Act of 1933 pursuant to Rule 24f-2 and will file a Rule 24f-2
Notice at the end of its fiscal year in February, 1996.
Check box if it is proposed that this filing become effective on May 10,
1995 pursuant to paragraph (b) of rule 485. /X/
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CONTENTS OF REGISTRATION STATEMENT
THE POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT ON
FORM S-6 COMPRISES THE FOLLOWING PAPERS AND DOCUMENTS:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-
Reference Sheet to the Registration Statement of the Equity Income Fund,
Sixth Utility Common Stock Series, 1933 Act File No. 2-86836).
The Signatures.
The following exhibit:
1.1 -- Form of Trust Indenture
R-1
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR
EFFECTIVENESS OF THIS REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER
THE SECURITIES ACT OF 1933 AND
HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON
THE 10TH DAY OF MAY, 1995.
Signatures appear on pages R-3, R-4, R-5 and R-6.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement
or Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to
the Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Smith Barney
Inc. has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the
person signing this Registration Statement or Amendment to the Registration
Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Prudential
Securities Incorporated has signed this Registration Statement or Amendment
to the Registration Statement pursuant to Powers of Attorney authorizing
the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter
Reynolds Inc. has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the
persons signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
R-2
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
By the following persons, who constitute a Powers of Attorney have been
majority of the Board of Directors of filed under Form SE and
Merrill Lynch, Pierce, Fenner & Smith the following 1933 Act
Incorporated: File Number: 33-43466
HERBERT M. ALLISON, JR.
BARRY S. FRIEDBERG
EDWARD L. GOLDBERG
STEPHEN L. HAMMERMAN
JEROME P. KENNEY
DAVID H. KOMANSKY
DANIEL T. NAPOLI
THOMAS H. PATRICK
JOHN L. STEFFENS
DANIEL P. TULLY
ROGER M. VASEY
ARTHUR H. ZEIKEL
By ERNEST V. FABIO
(As authorized signatory for
Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Attorney-in-fact for the persons listed above)
R-3
SMITH BARNEY INC.
DEPOSITOR
By the following persons, Powers of Attorney have
who constitute a majority of been filed under the
the Board of Directors of 1933 Act File
Smith Barney Inc.: Numbers: 33-49753
and 33-51607
STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
JAMES DIMON
ROBERT DRUSKIN
ROBERT F. GREENHILL
JEFFREY LANE
ROBERT H. LESSIN
JACK L. RIVKIN
By GINA LEMON
(As authorized signatory for
Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-4
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR
By the following persons, Powers of Attorney have been
who constitute a majority of filed under Form SE and
the Executive Committee of the following 1933 Act
the Board of Directors of File Number: 33-41631
Prudential Securities Incorporated:
JAMES T. GAHAN
ALAN D. HOGAN
HOWARD A. KNIGHT
GEORGE A. MURRAY
LELAND B. PATON
HARDWICK SIMMONS
By RICHARD R. HOFFMANN
(As authorized signatory for
Prudential Securities Incorporated
and Attorney-in-fact for the persons listed above)
R-5
DEAN WITTER REYNOLDS INC.
DEPOSITOR
By the following persons, Powers of Attorney have been
who constitute a majority of filed under Form SE and
the Executive Committee of the following 1933 Act
the Board of Directors of File Number: 33-17085
Dean Witter Reynolds Inc.:
NANCY DONOVAN
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
STEPHEN R. MILLER
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc. and
Attorney-in-fact for the persons listed above)
R-6
EQUITY INCOME FUND
SELECT TEN PORTFOLIO - 1995 SPRING SERIES
DEFINED ASSET FUNDS
REFERENCE TRUST INDENTURE
Dated as of May 10, 1995
This Trust Indenture (the "Indenture") sets forth certain
provisions in full and incorporates other provisions by reference to
the document entitled "Standard Terms and Conditions of Trust Effective
October 21, 1993" (the "Standard Terms and Conditions of Trust") and
such provisions as are set forth in full herein and such provisions as
are incorporated by reference constitute a single instrument. All
references herein to Articles and Sections are to Articles and Sections
of the Standard Terms and Conditions of Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Sponsors and the Trustee agree as
follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Standard Terms and Conditions of
Trust 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.
<PAGE>
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
(a) The Securities (or contracts for the purchase of such
Securities) listed under "Portfolio" in the Prospectus have been
deposited with (or assigned to) the Trustee under this Indenture, and
the number of Units specified under "Investment Summary" in the
Prospectus have been delivered to, or assigned in the name of or on the
order of, the Sponsors by the Trustee in exchange therefor.
(b) The Sponsors are Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Smith Barney Inc., Prudential Securities Incorporated and
Dean Witter Reynolds Inc.
(c) The Trustee is The Bank of New York.
(d) The Trust is organized as a Grantor Trust for Federal tax
purposes.
(e) Units must be held in uncertificated form.
(f) The first paragraph of Section 3.18 is amended to read as
follows:
Section 3.18. Expenses Borne by the Trustee. The
following organization and regular and recurring
expenses of the Trust shall be borne by the
Trustee: (a) to the extent not borne by the
Sponsors, expenses incurred in establishing the
Trust, including the cost of the initial
preparation and typesetting of the registration
statement, prospectuses (including preliminary
prospectuses), the indenture, and other documents
relating to the Trust, SEC and state blue sky
registration fees, the cost of the initial
valuation of the portfolio and audit of the Trust,
the initial fees and expenses of the Trustee, and
legal and other out-of-pocket expenses related
thereto, but not including the expenses incurred
in the printing of preliminary prospectuses and
prospectuses, expenses incurred in the preparation
and printing of brochures and other advertising
materials and any other selling expenses, (b) the
compensation of the Evaluator provided for in
Section 4.03, (c) auditing fees, (d) postage,
stationery, printing and reproduction charges
incurred in preparing and mailing the statements
and reports furnished pursuant to Sections 3.07
and 8.03, and the distributions made pursuant to
Section 3.05 and the Certificates issued after the
Date of Deposit pursuant to Section 6.01; and (e)
expenses of any Distribution Agent; provided that
the Trustee shall not be obligated to bear
expenses pursuant to clauses (b) through (e) of
this Section for any calendar year of the Trust in
excess of the Trustee Expense Limit (or in excess
of a prorated portion of such amount for any
period of less than one year). Expenses of the
Trust for any calendar year in excess of the
Trustee Expense Limit shall be deemed to be non-
routine expenses of the Trust payable by the
Trustee in accordance with Section 8.05(b).
(g) Paragraph (b) of Section 7.06 is amended to read as follows:
(b) The Sponsors shall receive, on or
promptly after the Date of Deposit upon written
certification to the Trustee, reimbursement for
any organization expenses of the Trust included in
Section 3.18 (a) as payable by the Trustee but
which were paid by the Sponsors, without profit.
The Sponsors shall also receive as reimbursement
for any loss, liability or expense referred to in
Section 7.05(b) such amounts as they shall from
time to time certify to the Trustee in writing to
be their losses, liabilities and expenses, without
profit, directly attributable to providing
services to the Trust, increased by the cost of
such services provided directly by the Sponsors,
as determined in accordance with generally
accepted accounting principles consistently
applied.
(h) The following sentence is added as the first sentence of
paragraph (a)(2) of Section 8.05:
The Trustee shall receive, on or promptly after
the Date of Deposit, reimbursement for the
organization expenses of the Trust borne by
Trustee pursuant to Section 3.18(a).
