SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Mandatory Common Exchange Trust
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(Exact Name of Registrant as Specified in its Charter)
Delaware 13-7099619
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
245 Park Avenue
New York, New York 10167
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(Address of Principal Executive Offices) (Zip Code)
If this form related to the If this form relates to the
registration of a class of debt registration of a class of
securities and is effective upon debt securities and is to
filing pursuant to General become effective simulta-
Instruction A(c)(1) please check neously with the effective-
the following box. ( ) ness of a concurrent
registration statement under
the Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box. (X)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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Mandatory Exchange Securities American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The sections captioned "Investment Objective and
Policies" and "The TIMES" in the Registrant's preliminary
prospectus dated August 1, 1997 forming a part of Pre-
Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-2 (No. 333-15927) is
incorporated herein by reference.
ITEM 2. EXHIBITS.
(I) The following exhibits have been filed with the
Securities and Exchange Commission (the "Commission")
(1) Form of specimen Certificate of Trust Issued
Mandatory Exchange Securities.
(2) Incorporated by reference is the Registrant's
Registration Statement on Form N-2 (File Nos. 333-
15927 and 811-7847) filed with the Securities and
Exchange Commission on November 12, 1996 and Pre-
Effective Amendment No. 1 to the Registration
Statement on Form N-2 file with the Securities and
Exchange Commission on July 31, 1997.
(3) The Declaration of Trust is incorporated by
reference to Exhibit 2(a)(i) of Pre-Effective
Amendment No. 1 to the Registration Statement on
Form N-2 (File Nos. 333-15927 and 811-7847) filed
with the Securities and Exchange Commission on July
31, 1997.
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Mandatory Common Exchange
Trust
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(Registrant)
Date: August 1, 1997 By: /s/ Wesley M. Jones
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Name: Wesley M. Jones
Title: Trustee
EXHIBITS
(a) Form of Specimen Certificate of Trust Issued
Mandatory Exchange Securities.
Exhibit (a)
TEMPORARY CERTIFICATE: EXCHANGEABLE FOR DEFINITIVE
ENGRAVED CERTIFICATE WHEN READY FOR DELIVERY
SHARES OF BENEFICIAL INTEREST
PAR VALUE $.01
PER SHARE
MANDATORY COMMON EXCHANGE TRUST
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NEW YORK
CUSIP
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF
MANDATORY COMMON EXCHANGE TRUST
transferable on the books of the Trust by the holder hereto in
person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate and the shares of
beneficial interest represented hereby are issued and shall be
subject to all the provisions of the Declaration of Trust and By-
Laws of the Trust, each as from time to time amended, copies of
which are on file with the Transfer Agent, to all of which the
holder by acceptance hereof assents.
This Certificate is not valid until countersigned and registered by
the Transfer Agent and Registrar.
Witness the facsimile seal of the Trust and the facsimile
signatures of its duly authorized officers.
DATED:
COUNTERSIGNED AND REGISTERED:
THE BANK OF NEW YORK
(New York, New York) Trustee
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
MANDATORY COMMON EXCHANGE TRUST
The following abbreviations, when used in the inscription
on the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT_____ Custodian _____
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right Act ________________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
For value Received, ______________________ hereby sell, assign and
transfer unto
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATEVER.
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint ___________________________
___________________________________________________________ Attorney
to transfer the said stock on the books of the within-named Trust,
with full power of substitution in the premises.
Dated ___________________
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