-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, YEoiFgGOp+ItYQ37o0VX0tN1a9tRS4bzp5jxTVlQ+WtJcSlrY08XHCDp2Vu1QK1r CGTUaI/VqDRPGO9JxpCsJQ== 0000950103-94-002102.txt : 19940512 0000950103-94-002102.hdr.sgml : 19940512 ACCESSION NUMBER: 0000950103-94-002102 CONFORMED SUBMISSION TYPE: S-6EL24 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUNICIPAL INVT TR FD MULTISTATE SER 64 DEFINED ASSET FUNDS CENTRAL INDEX KEY: 0000910013 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-6EL24 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53581 FILM NUMBER: 94527172 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVE STREET 2: C/O DAVIS POLK & WARDWELL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124504540 S-6EL24 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1994 REGISTRATION NO. 33- ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 _______________ FORM S-6 _______________ FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2 _______________ A. EXACT NAME OF TRUST: MUNICIPAL INVESTMENT TRUST FUND MULTISTATE SERIES-64 DEFINED ASSET FUNDS B. NAMES OF DEPOSITORS: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED SMITH BARNEY SHEARSON INC. PRUDENTIAL SECURITIES INCORPORATED DEAN WITTER REYNOLDS INC. PAINEWEBBER INCORPORATED C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES: MERRILL LYNCH, PIERCE, FENNER & SMITH SMITH BARNEY SHEARSON INC. INCORPORATED TWO WORLD TRADE CENTER P.O. BOX 9051 101ST FLOOR PRINCETON, N.J. 08543-9051 NEW YORK, N.Y. 10048 PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES DEAN WITTER REYNOLDS 1285 AVE. OF THE AMERICAS INCORPORATED INC. NEW YORK, N.Y. 10019 ONE SEAPORT PLAZA TWO WORLD TRADE CENTER-- 199 WATER STREET 59TH FLOOR NEW YORK, N.Y. 10292 NEW YORK, N.Y. 10048 D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE: TERESA KONCICK, ESQ. THOMAS D. HARMAN, ESQ. LEE B. SPENCER, JR. P.O BOX 9051 388 GREENWICH STREET ONE SEAPORT PLAZA PRINCETON, N.J. 08543-9051 NEW YORK, N.Y. 10013 199 WATER STREET NEW YORK, N.Y. 10292 COPIES TO PHILIP BECKER ROBERT E. HOLLEY PIERRE DE SAINT PHALLE, ESQ. 130 LIBERTY STREET-- 1200 HARBOR BLVD. 450 LEXINGTON AVENUE 29TH FLOOR WEEHAWKEN, N.J. 07087 NEW YORK, N.Y. 10017 NEW YORK, N. Y. 10006 E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED: An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2 promulgated under the Investment Company Act of 1940, as amended. F. Proposed maximum offering price to the public of the securities being registered: Indefinite G. AMOUNT OF FILING FEE: $500 (as required by Rule 24f-2) H. APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the acquisition and deposit of the underlying securities. 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. ============================================================================== SUBJECT TO COMPLETION, PROSPECTUS DATED MAY 11, 1994 ============================================================================== MUNICIPAL INVESTMENT TRUST FUND MULTISTATE SERIES-64 20,000 UNITS DEFINED ASSET FUNDS ============================================================================== A FINAL PROSPECTUS FOR A PRIOR MULTISTATE SERIES OF MUNICIPAL INVESTMENT TRUST FUND, 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, EXCEPT THAT THE TRUSTS TO BE INCLUDED IN THIS SERIES MAY REPRESENT DIFFERENT STATES THAN THOSE INCLUDED IN THE PREVIOUS SERIES. INFORMATION WITH RESPECT TO PRICING, THE NUMBER OF UNITS, DATES AND SUMMARY INFORMATION REGARDING THE CHARACTERISTICS OF SECURITIES TO BE DEPOSITED IN THE TRUSTS IN THIS SERIES IS NOT NOW AVAILABLE AND WILL BE DIFFERENT SINCE EACH TRUST IN THE SERIES HAS A UNIQUE PORTFOLIO. ACCORDINGLY, THE INFORMATION CONTAINED HEREIN WITH REGARD TO EACH TRUST SHOULD BE CONSIDERED AS BEING INCLUDED FOR INFORMATIONAL PURPOSES ONLY. RATINGS OF THE SECURITIES IN THE TRUSTS IN THIS SERIES ARE EXPECTED TO BE COMPARABLE TO THOSE OF THE SECURITIES DEPOSITED IN THE PREVIOUS SERIES. HOWEVER, THE ESTIMATED CURRENT AND LONG-TERM RETURNS FOR THE TRUSTS IN THIS SERIES WILL DEPEND ON THE INTEREST RATES AND OFFERING SIDE EVALUATION OF THE SECURITIES AND MAY VARY MATERIALLY FROM THOSE OF THE PREVIOUS SERIES. INVESTORS SHOULD CONTACT ACCOUNT EXECUTIVES OF THE UNDERWRITERS WHO WILL BE INFORMED OF THE EXPECTED EFFECTIVE DATE OF THIS SERIES AND WHO WILL BE SUPPLIED WITH COMPLETE INFORMATION WITH RESPECT TO SUCH SERIES ON THE DAY OF AND IMMEDIATELY PRIOR TO THE EFFECTIVENESS OF THE REGISTRATION STATEMENT RELATING TO UNITS OF THIS SERIES. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. PART II ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS A. The following information relating to the Depositors is incorporated by reference to the SEC filings indicated and made a part of this Registration Statement. SEC FILE OR IDENTIFICATION NO. __________________ I. Bonding Arrangements and Date of Organization of the Depositors filed pursuant to Items A and B of Part II of the Registration Statement on Form S-6 under the Securities Act of 1933: Merrill Lynch, Pierce, Fenner & Smith Incorporated 2-52691 Prudential Securities Incorporated 2-61418 Smith Barney Shearson Inc. 33-29106 Dean Witter Reynolds Inc. 2-60599 PaineWebber Incorporated 2-87965 II. Information as to Officers and Directors of the Depositors filed pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1 of the Securities Exchange Act of 1934: Merrill Lynch, Pierce, Fenner & Smith Incorporated 8-7721 Prudential Securities Incorporated 8-12321 Smith Barney Shearson Inc. 8-8177 Dean Witter Reynolds Inc. 8-14172 PaineWebber Incorporated 8-16267 III. Charter documents of the Depositors filed as Exhibits to the Registration Statement on Form S-6 under the Securities Act of 1933 (Charter, By-Laws): Merrill Lynch, Pierce, Fenner & Smith Incorporated 2-73866, 2-77549 Prudential Securities Incorporated 2-86941, 2-86941 Smith Barney Shearson Inc. 33-20499 Dean Witter Reynolds Inc. 2-60599, 2-86941 PaineWebber Incorporated 2-87965, 2-87965 B. The Internal Revenue Service Employer Identification Numbers of .\"the Sponsors and Co-Trustees are as follows: the Sponsors and Trustee are as follows: Merrill Lynch, Pierce, Fenner & Smith Incorporated 13-5674085 Prudential Securities Incorporated 13-6134767 Smith Barney Shearson Inc. 13-1912900 Dean Witter Reynolds Inc. 94-1671384 PaineWebber Incorporated 13-2638166 Bankers Trust Company 13-4941297 UNDERTAKING The Sponsors undertake that they will not instruct the Trustee to accept from (i) Financial Guaranty Insurance Company, Municipal Bond Insurance Association or any other insurance company affiliated with any of the Sponsors, in settlement of any claim, less than an amount sufficient to pay any principal or interest (and, in the case of a taxability redemption, premium) then due on any Security in accordance with the municipal bond guaranty insurance policy attached to such Security or (ii) any affiliate of the Sponsors who has any obligation with respect to any Security, less than the full amount due pursuant to the obligation unless such instructions have been approved by the Securities and Exchange Commission pursuant to Rule 17d-1 under the Investment Company Act of 1940. II-1 Supplemented final prospectuses from the following Series of Municipal Investment Trust Fund, Defined Asset Funds (all of which are incorporated herein by reference) may be used as preliminary prospectuses for this Series: Multistate Series 52 (Reg. No. 33-50889); Multistate Series 53 (Reg. No. 33-51051); Multistate Series 54 (Reg. No. 33-51199); Multistate Series 55 (Reg. No. 33-51607); Multistate Series 56 (Reg. No. 33-51981); Multistate Series 57 (Reg. No. 33-52183); Multistate Series 58 (Reg. No. 33-52547); Multistate Series 59 (Reg. No. 33-52549); Multistate Series 60 (Reg. No. 33-52755). CONTENTS OF REGISTRATION STATEMENT THE REGISTRATION STATEMENT ON FORM S-6 COMPRISES THE FOLLOWING PAPERS AND DOCUMENTS: The facing sheet of Form S-6. The Cross-Reference Sheet (incorporated by reference to the Cross- Reference Sheet to the Registration Statement of Municipal Investment Trust Fund, Multistate Series D, 1933 Act File No. 2-88883). The Prospectus. Additional Information not included in The Prospectus (Part II). *Consent of independent public accountants. The following exhibits: 1.1 -- Form of Trust Indenture (incorporated by reference to Exhibit 1.1 to the Registration Statement of Municipal Investment Trust Fund, Multistate Series 48, Defined Asset Funds, 1933 Act File No. 33-50247). 1.1.1 -- Form of Standard Terms and Conditions of Trust Effective October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to the Registration Statement of Municipal Investment Trust Fund, Multistate Series-48, Defined Asset Funds, 1933 Act File No. 33-50247). 1.2 -- Form of Master Agreement Among Underwriters (incorporated by reference to Exhibit 1.2 to the Registration Statement of The Corporate Income Fund, One Hundred Ninety-Fourth Monthly Payment Series, 1933 Act File No. 2-90925). 2.1 -- Form of Certificate of Beneficial Interest (included in Exhibit 1.1.1). *3.1 -- Opinion of counsel as to the legality of the securities being issued including their consent to the use of their names under the headings "Taxes" and "Miscellaneous-- Legal Opinion" in the Prospectus. *4.1 -- Consent of the Evaluator. __________ * To be filed with Amendment to the 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 11TH DAY OF MAY, 1994. Signatures appear on pages R-3, R-4, R-5, R-6 and R-7. A majority of the members of the Board of Directors of Merrill Lynch, Pierce, Fenner & Smith Incorporated has signed this Registration Statement or Amendment to the Registration Statement pursuant to Powers of Attorney authorizing the person signing this Registration Statement or Amendment to the Registration Statement to do so on behalf of such members. A majority of the members of the 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 Smith Barney Shearson 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 SHEARSON 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 Shearson Inc.: Numbers: 33-49753 and 33-51607 RONALD A. ARTINIAN STEVEN D. BLACK JAMES BOSHART III ROBERT A. CASE ROBERT K. DIFAZIO JAMES DIMON ROBERT DRUSKIN HERBERT DUNN TONI ELLIOTT LEWIS GLUCKSMAN ROBERT F. GREENHILL THOMAS GUBA HENRY U. HARRIS JOHN B. HOFFMAN A. RICHARD JANIAK, JR. ROBERT Q. JONES ROBERT B. KANE JEFFREY LANE JACK H. LEHMAN III ROBERT H. LESSIN JOEL N. LEVY THOMAS A. MAGUIRE, JR. JOHN J. McATEE, JR. HOWARD D. MARSH JOHN F. McCANN WILLIAM J. MILLS II JOHN C. MORRIS CHARLES O'CONNOR HUGH J. O'HARE JOSEPH J. PLUMERI II JACK L. RIVKIN A. GEORGE SAKS BRUCE D. SARGENT DON M. SHAGRIN DAVID M. STANDRIDGE MELVIN B. TAUB JACQUES S. THERIOT STEPHEN J. TREADWAY PAUL UNDERWOOD PHILIP M. WATERMAN By GINA LEMON (As authorized signatory for Smith Barney Shearson 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: 33-28452 JOHN A. BULT PAUL B. GUENTHER DONALD B. MARRON RONALD M. SCHWARTZ JAMES C. TREADWAY By ROBERT E. HOLLEY (As authorized signatory for PaineWebber Incorporated and Attorney-in-fact for the persons listed above) R-7 -----END PRIVACY-ENHANCED MESSAGE-----