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Investment Company Act No. 811-3718
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-6
For Registration Under the Securities Act of 1933 of Securities of
Unit Investment Trusts Registered on Form N-8B-2.
A. Exact name of Trust
DEAN WITTER SELECT GOVERNMENT TRUST,
U.S. TREASURY SERIES 8
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 - 16th Floor
New York, New York 10005
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E. Total and amount of securities being registered:
An indefinite number of Units of Beneficial Interest pursuant
to Rule 24f-2 promulgated under the Investment Company Act of
1940, as amended.
F. Proposed maximum offering price to the public of the
securities being registered:
Indefinite
G. Amount of filing fee:
$500 (as required by Rule 24f-2)
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment
which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may
determine.
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SEARS GOVERNMENT INVESTMENT TRUST,
U.S. TREASURY SERIES 8
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 ) Front Cover
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
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
(a) Type of Securities ) Rights of Unit Holders
(Registered or Bearer) )
______________________
* Not applicable, answer negative or not required.
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(b) Type of Securities ) Administration of the
(Cumulative or ) Trust-Distribution from the
Distributive) ) Interest and Principal Accounts
(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, etc. ) Units-Secondary
) Market; Exchange Option
) Redemption; Rights
) of Unit Holders
(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
)
(g) Notice to Holders as to )
change in: )
(1) assets of Trust ) Administration of the
) Trust-Records and
) Accounts; The Trust-
) Summary Description
) of the Portfolio
(2) terms and conditions ) Amendment and Termination
of Trust's Securities )
(3) provisions of Trust ) Amendment and Termination
)
(4) identity of Depositor ) Sponsor; Trustee
and Trustee )
______________________
* Not applicable, answer negative or not required.
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(h) Security Holders Consent )
required to change: )
(1) composition of assets ) Amendment and Termination
of Trust )
(2) terms and conditions ) Amendment and Termination
)
(3) provisions of ) Amendment and Termination
Indenture )
(4) identity of Depositor ) *
and Trustee )
(i) Other provisions ) Cover of Prospectus;
) Tax Status of the Trust
)
11. Type of securities comprising ) The Trust-Summary
Units ) Description of
) the Portfolio; -
) Objectives and
) Securities Selection;
) -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
)
______________________
* Not applicable, answer negative or not required.
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(d) Price differentials ) Public Offering of
) Units - Public
) Offering Price; - Volume
) Discount
(e) Certain other fees, etc. ) Rights of Unit Holders
payable by Holders )
(f) Certain profits receivable ) Redemption - Right of
by Depositor, principal ) Redemption; Profit of
Underwriters, Trustee or ) Sponsor
affiliated persons )
(g) Ratio of annual charges to ) *
income )
14. Issuance of Trust's Securities ) Introduction; Rights of
) Unit Holders
)
15. Receipt and handling of ) Public Offering of Units-
payments from purchasers ) Profit of Sponsor
16. Acquisition and disposition of ) Introduction; The Trust-
underlying securities ) Summary Description of the
) Portfolio; - Objectives
) and Securities Selection;
) Administration of the
) Trust
17. Withdrawal or redemption by ) Redemption;
Security Holders ) Public Offering of Units-
) Secondary Market; Rights
) of Unit Holders
18. (a) Receipt and disposition of ) Administration of the
income ) Trust
(b) Reinvestment of distribu- ) *
tions )
(c) Reserves or special fund ) Administration of the
) Trust-Distribution from the
) Interest and Principal
) Accounts
(d) Schedule of distribution ) *
______________________
* Not applicable, answer negative or not required.
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19. Records, accounts and report ) Administration of the
) Trust-Records and
) Accounts;-Reports to
) Unit Holders
20. Certain miscellaneous provi- ) Administration of the
sions of Indenture ) Trust; Amendment and
) Termination; Trustee;
) Sponsor
21. Loans to Security Holders ) *
22. Limitations on liability ) Sponsor; Trustee;
) Evaluator
23. Bonding arrangements ) Included in Form N-8B-2
24. Other material provisions of ) *
Indenture )
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. Payments by Depositor for ) *
certain other services )
32. Payments by Depositor for ) *
certain other services )
rendered to Trust )
______________________
* Not applicable, answer negative or not required.
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33. Remuneration of employees of ) *
Depositor for certain )
services rendered to Trust )
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 officers 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 )
44. (a) Method of valuation ) Public Offering of Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering ) *
price to certain persons )
______________________
* Not applicable, answer negative or not required.
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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 ) Summary of Essential
) Information; 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) Who receives any part of ) *
premiums )
(j) Other material provisions ) *
of the Trust relating to )
insurance )
______________________
* Not applicable, answer negative or not required.
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VII. POLICY OF REGISTRANT
52. (a) Method of selecting and ) Introduction; The Trust-
eliminating securities from ) Objectives and Securities
the Trust ) Selection; -Summary
) Description of the
) Portfolio
(b) Elimination of securities ) *
from the Trust )
(c) Policy of Trust regarding ) Introduction; The Trust-
substitution and elimina- ) Objectives and
tion of securities ) Securities Selection
(d) Description of any funda- ) *
mental policy of the Trust )
53. Taxable status of the Trust ) Cover of Prospectus;
) Tax Status of the Trust
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 )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition
______________________
* Not applicable, answer negative or not required.
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SUBJECT TO COMPLETION FEBRUARY 2, 1995
__________________________________________________________________
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 8
A "UNIT INVESTMENT TRUST"
__________________________________________________________________
The attached final prospectus for Dean Witter Select
Government Trust, U.S. Treasury Series 7 is hereby used as a
preliminary prospectus for Dean Witter Select Government Trust,
U.S. Treasury Series 8 ("this Series"). The narrative information
and structure of the attached final prospectus will be
substantially the same as that of the final prospectus for this
Series. Information with respect to pricing, the number of units,
dates and a summary of information regarding the characteristics
of securities to be deposited in this Series is not now available
and will be different than that shown in the attached final
prospectus since each Series has a unique Portfolio. Accordingly,
the information contained herein with regard to the previous
Series should be considered as being included for informational
purposes only. Investors should contact account executives of the
Sponsor who will be informed of the expected effective date of
this Series and who will be supplied with complete information
with respect to such Series on the day of the effectiveness of the
registration statement relating to Units of this Series.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR
TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY STATE.
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DEAN WITTER SELECT GOVERNMENT TRUST,
U.S. TREASURY SERIES 7
This prospectus dated March 17, 1994, File No. 33-49975
is hereby incorporated by reference.
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CONTENTS OF REGISTRATION STATEMENT
This registration statement 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
`Kenny S&P Evaluation Services, a division of
J.J. Kenny Co., Inc., as Evaluator
`Standard & Poor's Corporation
The following exhibits:
*EX-3(a). Certificate of Incorporation of Dean Witter Reynolds
Inc.
*EX-3(b). By-laws of Dean Witter Reynolds Inc.
**EX-4.1. Trust Indenture and Agreement, dated March 16, 1994
EX-4.2. Draft of Reference Trust Agreement
***EX-5. Opinion of counsel as to legality of securities being
registered
***EX-23.1. Consent of Independent Auditors
***EX-23.2. Consent of Kenny S&P Evaluation Services
***EX-23.3. Consent of Standard & Poor's Corporation
***EX-23.4. Consent of Cahill Gordon & Reindel (included in
_________________________
* Incorporated by reference to the same exhibit in the
Registration Statement of Series Tax-Exempt Investment Trust,
Insured Long Term Series 33 and Long Term Municipal Portfolio
Series 106, Registration Numbers 33-38086 and 33-37629,
respectively.
** Incorporated by reference to an exhibit of the same
designation filed with the Securities and Exchange Commission
as an exhibit to the Registration Statement of Dean Witter
Select Government Trust, U.S. Treasury Series 7, Registration
number 33-49975.
*** To be filed by amendment.
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Exhibit 5)
EX-99. Information as to Officers and Directors of Dean
Witter Reynolds Inc. is incorporated by reference to
Schedules A and D of Form BD filed by Dean Witter
Reynolds Inc. pursuant to Rule 15b1-1 and 15b3-1
under the Securities Exchange Act of 1934 (1934 Act
File No. 8-14172).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant, Dean Witter Select Government Trust,
U.S. Treasury Series 8, has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York and State
of New York on the 2nd day of February, 1995.
DEAN WITTER SELECT GOVERNMENT
TRUST, U.S. TREASURY SERIES 8
(Registrant)
By: Dean Witter Reynolds Inc.
(Depositor)
Michael D. Browne
Michael D. Browne
Authorized Signatory
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed on behalf of
Dean Witter Reynolds Inc., the Depositor, by the following person
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 2nd day of
February, 1995.
DEAN WITTER REYNOLDS INC.
Name Office
------ --------
Philip J. Purcell Chairman & Chief )
Executive Officer and Director* )
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 Dean Witter
Select Equity Trust, Select 10 International Series 95-1,
File No. 33-56389.
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Name Office
- ------ --------
Richard M. DeMartini Director*
Nancy S. Donovan Director*
Robert J. Dwyer Director*
Christine A. Edwards Director*
James S. Higgins Director*
Stephen R. Miller Director*
Richard F. Powers Director*
Philip J. Purcell 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 Dean Witter
Select Equity Trust, Select 10 International Series 95-1,
File No. 33-56389.
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Exhibit Index
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EXHIBIT INDEX
TO
FORM S-6
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EXHIBIT NO. TITLE OF DOCUMENT
- ------------ -------------------
*EX-3(a). Certificate of Incorporation of Dean Witter Reynolds
Inc.
*EX-3(b). By-laws of Dean Witter Reynolds Inc.
**EX-4.1. Trust Indenture and Agreement, dated March 16, 1994
EX-4.2. Draft of Reference Trust Agreement
***EX-5. Opinion of counsel as to legality of securities being
registered
***EX-23.1. Consent of Independent Auditors
***EX-23.2. Consent of Kenny S&P Evaluation Services
***EX-23.3. Consent of Standard & Poor's Corporation
***EX-23.4. Consent of Cahill Gordon & Reindel (included in
Exhibit 5)
EX-99. Information as to Officers and Directors of Dean
Witter Reynolds Inc. is incorporated by reference to
Schedules A and D of Form BD filed by Dean Witter
Reynolds Inc. pursuant to Rule 15b1-1 and 15b3-1
under the Securities Exchange Act of 1934 (1934 Act
File No. 8-14172).
_________________________
* Incorporated by reference to the same exhibit in the
Registration Statement of Series Tax-Exempt Investment Trust,
Insured Long Term Series 33 and Long Term Municipal Portfolio
Series 106, Registration Numbers 33-38086 and 33-37629,
respectively.
** Incorporated by reference to an exhibit of the same
designation filed with the Securities and Exchange Commission
as an exhibit to the Registration Statement of Dean Witter
Select Government Trust, U.S. Treasury Series 7, Registration
No. 33-49975.
*** To be filed by amendment.
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Exhibit 4.2
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DEAN WITTER SELECT GOVERNMENT TRUST
U.S. Treasury Series 8
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1995
among DEAN WITTER REYNOLDS INC., as Depositor, THE BANK OF NEW
YORK, as Trustee and KENNY S&P EVALUATION SERVICES, as Evaluator,
sets forth certain provisions in full and incorporates other
provisions by reference to the document entitled "Dean Witter
Select Government Trust , Trust Indenture and Agreement" (the
"Basic Agreement") dated March 16, 1994. Such provisions as are
incorporated by reference constitute a single instrument (the
"Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee, and the
Evaluator agree as follows:
I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein
incorporated by reference in their entirety and shall be deemed
to be a part of this instrument as fully and to the same extent
as though said provisions had been set forth in full in this
instrument.
II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
A. The Trust is denominated Dean Witter Select
Government Trust, U.S. Treasury Series 8 (the "Treasury Trust").
B. The 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.
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D. The aggregate number of Units referred to in
Sections 2.03 and 9.01 of the Basic Agreement is 00,000 for the
Treasury Trust.
E. A Unit is hereby declared initially equal to
1/ ,000th for the Treasury Trust.
F. The distribution on the First Distribution Date,
, to Unit Holders of record on the first Record Date,
, shall be a distribution in the amount of
per Units.
G. The term "First Settlement Date" shall mean
, 1995.
H. For the Treasury Trust, the term "Record Date"
shall mean the day of each month commencing , 1995.
I. For the Treasury Trust, the term "Distribution
Date" shall mean the day of each month following the
Record Date commencing , 1995.
J. The term "Termination Date" shall mean ,
K. For purposes of this Series -- Dean Witter Select
Government Trust, U.S. Treasury Series 8 -- 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.
L. For the Treasury Trust, the Evaluators Fee shall
be a minimum of $ per evaluation plus $ for each issue of
underlying Securities in excess of issues.
M. For the Treasury Trust, the Depositor's Annual
Supervision Fee shall be a maximum of $ per $1,000 principal
amount of underlying Securities.
N. For the Treasury Trust, the Trustee's Annual Fee
as defined in the Indenture shall be $ per $1,000 principal
amount of underlying Securities.
O. With respect to distributions from the Principal
Account only, Record Date shall also mean the first Business Day
following the date of maturity of any Bond prior to the
Termination of the Trust. The Trustee shall distribute by mail
to each Unit Holder of record at the close of business on such
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Record Date such Unit Holder's pro rata share of the cash balance
of the Principal Account as of such Record Date on the _________
Business Day following such Record Date.
(Signatures and acknowledgements on separate pages)
