AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-6
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FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
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A. EXACT NAME OF TRUST:
EQUITY INCOME FUND
SELECT GROWTH PORTFOLIO-1995
SERIES 3
DEFINED ASSET FUNDS
(A UNIT INVESTMENT TRUST)
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE, FENNER & SMITH SMITH BARNEY INC.
INCORPORATED 388 GREENWICH STREET
P.O. BOX 9051 NEW YORK, N.Y. 10013
PRINCETON, N.J. 08543-9051
PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES DEAN WITTER REYNOLDS
1285 AVE. OF THE AMERICAS INCORPORATED INC.
NEW YORK, N.Y. 10019 ONE SEAPORT PLAZA TWO WORLD TRADE CENTER--
199 WATER STREET 59TH FLOOR
NEW YORK, N.Y. 10292 NEW YORK, N.Y. 10048
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ. LAURIE HESSLEIN LEE B. SPENCER, JR.
P.O BOX 9051 388 GREENWICH STREET ONE SEAPORT PLAZA
PRINCETON, N.J. 08543-9051 NEW YORK, N.Y. 10013 199 WATER STREET
NEW YORK, N.Y. 10292
COPIES TO
DOUGLAS LOWE, ESQ. ROBERT E. HOLLEY PIERRE DE SAINT PHALLE, ESQ.
130 LIBERTY STREET-- 1285 AVENUE OF THE AMERICAS 450 LEXINGTON AVENUE
29TH FLOOR NEW YORK, N.Y. 10019 NEW YORK, N.Y. 10017
NEW YORK, N. Y. 10006
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
F. PROPOSED MAXIMUM OFFERING PRICE TO THE PUBLIC OF THE SECURITIES BEING
REGISTERED:
Indefinite
G. AMOUNT OF FILING FEE:
$500 (as required by Rule 24f-2)
H. APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the acquisition and deposit of the underlying
obligations.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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SUBJECT TO COMPLETION, PROSPECTUS DATED JUNE 21, 1995
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EQUITY INCOME FUND
SELECT GROWTH PORTFOLIO-1995 SERIES 3
DEFINED ASSET FUNDS
20,000,000 UNITS (A UNIT INVESTMENT TRUST)
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A FINAL PROSPECTUS FOR EQUITY INCOME FUND, SELECT GROWTH PORTFOLIO
1995 SERIES 2, DEFINED ASSET FUNDS IS HEREBY INCORPORATED BY REFERENCE AND
USED AS A PRELIMINARY PROSPECTUS FOR THIS SERIES. THE NARRATIVE
INFORMATION AND STRUCTURE OF THE FINAL PROSPECTUS FOR THIS SERIES WILL BE
SUBSTANTIALLY THE SAME AS THAT OF THE PREVIOUS PROSPECTUS. INFORMATION
WITH RESPECT TO THE INVESTMENT CONCEPT UNDERLYING THIS SERIES, PRICING, THE
NUMBER OF UNITS, DATES, SUMMARY INFORMATION AND RISK FACTORS REGARDING THE
CHARACTERISTICS OF SECURITIES TO BE DEPOSITED IN THIS SERIES IS NOT NOW
AVAILABLE AND WILL BE DIFFERENT 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 UNDERWRITERS WHO
WILL BE INFORMED OF THE EXPECTED EFFECTIVE DATE OF THIS SERIES AND WHO WILL
BE SUPPLIED WITH COMPLETE INFORMATION WITH RESPECT TO SUCH SERIES ON THE
DAY OF AND IMMEDIATELY PRIOR TO THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT RELATING TO UNITS OF THIS SERIES.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
THE 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 THE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
A. The following information relating to the Depositors is
incorporated by reference to the SEC filings indicated and made a part of
this Registration Statement.
SEC FILE OR
IDENTIFICATION NO.
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I. Bonding Arrangements and Date of Organization of the Depositors filed
pursuant to Items A and B of Part II of the Registration Statement on
Form S-6 under the Securities Act of 1933:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 2-52691
Smith Barney Inc. 33-29106
PaineWebber Incorporated 2-87965
Prudential Securities Incorporated 2-61418
Dean Witter Reynolds Inc. 2-60599
II. Information as to Officers and Directors of the Depositors filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1
of the Securities Exchange Act of 1934:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 8-7221
Smith Barney Inc. 8-8177
PaineWebber Incorporated 8-16267
Prudential Securities Incorporated 8-27154
Dean Witter Reynolds Inc. 8-14172
III. Charter documents of the Depositors filed as Exhibits to the
Registration Statement on Form S-6 under the Securities Act of 1933
(Charter, By-Laws):
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 2-73866, 2-77549
Smith Barney Inc. 33-20499
PaineWebber Incorporated 2-87965, 2-87965
Prudential Securities Incorporated 2-52947
Dean Witter Reynolds Inc. 2-60599, 2-86941
B. The Internal Revenue Service Employer Identification Numbers of
the Sponsors and Trustee are as follows:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 13-5674085
Smith Barney Inc. 13-1912900
PaineWebber Incorporated 13-2638166
Prudential Securities Incorporated 22-2347336
Dean Witter Reynolds Inc. 94-0899825
The Bank of New York 13-4941102
II-1
Supplemented final prospectuses from the following Series of
Equity Income Fund, Defined Asset Funds (which is incorporated herein by
reference) may be used as preliminary prospectuses for this Series:
Equity Income Fund, Select Growth Portfolio-1995 Series 2, Defined Asset
Funds.
CONTENTS OF REGISTRATION STATEMENT
THE REGISTRATION STATEMENT ON FORM S-6 COMPRISES THE FOLLOWING PAPERS AND
DOCUMENTS:
The facing sheet of Form S-6. The Cross-Reference Sheet (incorporated by
reference from the Cross-Reference Sheet of the Registration Statement of
Defined Asset Funds, Municipal Insured Series, 1933 Act File No.
33-54565).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
*Consent of independent public accountants.
The following exhibits:
1.1 -- Form of Trust Indenture (incorporated by reference to Exhibit
1.1 to Amendment No. 2 to the Registration Statement of
Equity Income Fund, Select Growth Portfolio-1995 Series 2,
Defined Asset Funds 1933 Act File No. 33-58535).
1.1.1 -- Form of Standard Terms and Conditions of Trust Effective
October 21, 1993 (incorporated by reference to Exhibit 1.1.1
to the Registration Statement of Municipal Investment Trust
Fund, Multistate Series-48, Defined Asset Funds, 1933 Act,
File No 33-50247).
1.2 -- Form of Master Agreement Among Underwriters (incorporated by
reference to Exhibit 1.2 to the Registration Statement
of The Corporate Income Fund, One Hundred Ninety-Fourth
Monthly Payment Series, 1933 Act File No. 2-90925).
2.1 -- Form of Certificate of Beneficial Interest (included in
Exhibit 1.1.1).
*3.1 -- Opinion of counsel as to the legality of the securities being
issued including their consent to the use of their
names under the heading "Miscellaneous--Legal Opinion''
in the Prospectus.
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* To be filed with Amendment to Registration Statement.
R-1
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON
THE 21ST DAY OF JUNE, 1995.
Signatures appear on pages R-3, R-4, R-5, R-6 and R-7.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement
or Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to
the Registration Statement to do so on behalf of such members.
A majority of the members of the Executive Committee 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 Shearson Lehman
Brothers Inc. has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the
person signing this Registration Statement or Amendment to the Registration
Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter
Reynolds Inc. has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the
person signing this Registration Statement or Amendment to the Registration
Statement to do so on behalf of such members.
A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration
Statement or Amendment to the Registration Statement pursuant to Powers of
Attorney authorizing the person signing this Registration Statement or
Amendment to the Registration 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
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR
By the following persons, Powers of Attorney have been
who constitute a majority of filed under Form SE and
the Executive Committee of the following 1933 Act
the Board of Directors of File Number: 33-41631
Prudential Securities Incorporated:
JAMES T. GAHAN
ALAN D. HOGAN
HOWARD A. KNIGHT
GEORGE A. MURRAY
LELAND B. PATON
HARDWICK SIMMONS
By RICHARD R. HOFFMANN
(As authorized signatory for
Prudential Securities Incorporated
and Attorney-in-fact for the persons listed above)
R-4
SMITH BARNEY INC.
DEPOSITOR
By the following persons, Powers of Attorney have
who constitute a majority of been filed under the
the Board of Directors of 1933 Act File
Smith Barney Inc.: Numbers: 33-49753
and 33-51607
STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
JAMES DIMON
ROBERT DRUSKIN
ROBERT F. GREENHILL
JEFFREY LANE
ROBERT H. LESSIN
JACK L. RIVKIN
By GINA LEMON
(As authorized signatory for
Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-5
DEAN WITTER REYNOLDS INC.
DEPOSITOR
By the following persons, Powers of Attorney have been
who constitute a majority of filed under Form SE and
the Board of Directors of the following 1933 Act
Dean Witter Reynolds Inc.: File Number: 33-17085
NANCY DONOVAN
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
STEPHEN R. MILLER
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc. and
Attorney-in-fact for the persons listed above)
R-6
PAINEWEBBER INCORPORATED
DEPOSITOR
By the following persons, who Powers of Attorney have
constitute a majority of the been filed under
Executive Committee of the Form SE and the
Board of Directors of following 1933 Act
PaineWebber Incorporated: File Number: 33-55073
PAUL B. GUENTHER
DONALD B. MARRON
JOSEPH J. GRANO, JR.
LEE FENSTERSTOCK
By ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated and
Attorney-in-fact for the persons listed above)
R-7
