AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1997
SECURITIES ACT FILE NO. 333-22289
INVESTMENT COMPANY ACT FILE NO. 811-08069
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
PRE-EFFECTIVE AMENDMENT NO. |_|
POST-EFFECTIVE AMENDMENT NO. 1 |X|
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 |_|
AMENDMENT NO. 4 |X|
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AUTOMATIC COMMON EXCHANGE SECURITY TRUST II
(Exact Name of Registrant as Specified in its Charter)
c/o GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK, NEW YORK 10004
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (212) 902-1000
KENNETH L. JOSSELYN, ESQ.
85 BROAD STREET
NEW YORK, NEW YORK 10004
(Name and Address of Agent for Service)
COPIES TO:
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Robert E. Buckholz, Jr., Esq. Steve Hamilton, Esq. John E. Riley, Esq.
Sullivan & Cromwell Skadden, Arps, Slate, Meagher & Flom LLP Simpson Thacher & Bartlett
125 Broad Street 1440 New York Avenue 425 Lexington Avenue
New York, New York 10004 Washington, D.C. 20005 New York, New York 10017
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. |_|
|_| This form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration statement
for the same offering is 333-___________.
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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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PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(b) Exhibits
2.a.(i) -- Trust Agreement*
2.a.(ii) -- Form of Amended and Restated Trust Agreement*
2.d -- Form of Specimen Certificate of Trust
Automatic Common Exchange Security
(included in Exhibit 2.a.(ii))*
2.h -- Form of Underwriting Agreement*
2.j -- Form of Custodian Agreement*
2.k.(i) -- Form of Administration Agreement*
2.k.(ii) -- Form of Paying Agent Agreement*
2.k.(iii) -- Form of Purchase Contract*
2.k.(iv) -- Form of Collateral Agreement*
2.k.(v) -- Form of Fund Expense Agreement*
2.k.(vi) -- Form of Fund Indemnity Agreement*
2.l -- Opinion and Consent of Counsel to the Trust*
2.n.(i) -- Tax Opinion of Counsel to the Trust
(Consent contained in Exhibit 2.n.(i))
2.n.(iii) -- Consent of Independent Public Accountants*
2.n.(iv) -- Consents to Being Named as Trustee*
2.p -- Form of Subscription Agreement*
27 -- Financial Data Schedule*
2.s -- Power of Attorney*
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* Previously Filed.
C-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Newark,
State of Delaware, on the 23rd day of June, 1997.
AUTOMATIC COMMON EXCHANGE SECURITY TRUST II
By: /s/ Donald J. Puglisi
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Donald J. Puglisi
Managing Trustee
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons, in the capacities and on the date indicated.
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NAME TITLE DATE
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/s/ Donald J. Puglisi Principal Executive June 23, 1997
- ------------------------------------------- Officer and Trustee
Donald J. Puglisi
Principal Financial Officer,
/s/ William R. Latham, III Principal Accounting Officer June 23, 1997
- ------------------------------------------- and Trustee
William R. Latham, III
/s/ James B. O'Neill Trustee June 23, 1997
- -------------------------------------------
James B. O'Neill
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
2.a.(i) -- Trust Agreement*
2.a.(ii) -- Form of Amended and Restated Trust Agreement*
2.d -- Form of Specimen Certificate of Trust Automatic
Common Exchange Security (included in
Exhibit 2.a.(ii))*
2.h -- Form of Underwriting Agreement*
2.j -- Form of Custodian Agreement*
2.k.(i) -- Form of Administration Agreement*
2.k.(ii) -- Form of Paying Agent Agreement*
2.k.(iii) -- Form of Purchase Contract*
2.k.(iv) -- Form of Collateral Agreement*
2.k.(v) -- Form of Fund Expense Agreement*
2.k.(vi) -- Form of Fund Indemnity Agreement*
2.l -- Opinion and Consent of Counsel to the Trust*
2.n.(i) -- Tax Opinion of Counsel to the Trust (Consent
contained in Exhibit 2.n.(i))
2.n.(iii) -- Consent of Independent Public Accountants*
2.n.(iv) -- Consents to Being Named as Trustee*
2.p -- Form of Subscription Agreement*
27 -- Financial Data Schedule*
2.s -- Power of Attorney*
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* Previously Filed.
Exhibit 2.n.(i)
SULLIVAN & CROMWELL 125 Broad Street
New York, New York 10004
Telephone: (212) 558-4000
Facsimile: (212) 558-3588
May 30, 1997
Automatic Common Exchange Security Trust II,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
Dear Sirs:
We have acted as special tax counsel to Automatic Common Exchange
Security Trust II (the "Trust") in connection with the Registration Statement on
Form N-2 (the "Registration Statement") of the Trust filed with the Securities
and Exchange Commission (the "Commission") on May 29, 1997, including the
Prospectus filed with the Commission on May 30, 1997 pursuant to Rule 497(h)(1)
of the Securities Act of 1933, as amended, and hereby confirm to you our opinion
as set forth under the heading "Certain Federal Income Tax Considerations" in
the Prospectus.
We hereby consent to the filing with the Commission of this letter as
an exhibit to the Registration Statement and the reference to us under the
heading "Certain
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Automatic Common Exchange Security Trust II -2-
Federal Income Tax Considerations". In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933.
Very truly yours,
SULLIVAN & CROMWELL
