<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 1997
SECURITIES ACT FILE NO. 333-33703
INVESTMENT COMPANY ACT FILE NO. 811-08337
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-2
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X]
PRE-EFFECTIVE AMENDMENT NO. 4
[_] POST-EFFECTIVE AMENDMENT NO.
AND/OR
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]
AMENDMENT NO. 4
(CHECK APPROPRIATE BOX OR BOXES)
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SNYDER STRYPES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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C/O PUGLISI & ASSOCIATES
850 LIBRARY AVENUE
SUITE 204
NEWARK, DELAWARE 19715
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (302) 738-6680
RL&F SERVICE CORP.
ONE RODNEY SQUARE
10TH FLOOR
10TH AND KING STREETS
WILMINGTON, DELAWARE 19801
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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COPIES TO:
NORMAN D. SLONAKER, THOMAS H. MCCORMICK, ESQ. MICHAEL W. BLAIR,
ESQ. ESQ.
BROWN & WOOD LLP SHAW PITTMAN POTTS & DEBEVOISE & PLIMPTON
ONE WORLD TRADE CENTER TROWBRIDGE
2300 N STREET, N.W. 875 THIRD AVENUE
NEW YORK, NEW YORK WASHINGTON, D.C. 20037 NEW YORK, NEW YORK
10048-0557 10022
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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,
as amended, other than securities offered in connection with a dividend
reinvestment plan, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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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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<PAGE>
Incorporation by Reference
--------------------------
The preliminary prospectus contained in Pre-Effective Amendment No. 3 to
Registration Statement Nos. 333-33703 and 811-08337 of Snyder Strypes Trust on
Form N-2 is incorporated by reference into this Pre-Effective Amendment No. 4,
with the exception of the following pages 39 and 40.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Trustees and Shareholder of Snyder STRYPES Trust:
We have audited the accompanying statement of assets, liabilities and
capital of Snyder STRYPES Trust as of September 12, 1997. This financial
statement is the responsibility of the Trust's management. Our responsibility
is to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of assets, liabilities
and capital is free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by the Trust's management, as well as evaluating
the overall financial statement presentation. We believe that our audit of the
financial statement provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of Snyder STRYPES Trust, as
of September 12, 1997 in conformity with generally accepted accounting
principles.
/s/ Deloitte & Touche LLP
New York, New York
September 16, 1997
39
<PAGE>
SNYDER STRYPES TRUST
STATEMENT OF ASSETS, LIABILITIES AND CAPITAL
SEPTEMBER 12, 1997
<TABLE>
<S> <C>
ASSETS
Cash..................................................................... $100
----
Total Assets........................................................... $100
====
LIABILITIES
Total Liabilities........................................................ $ 0
====
NET ASSETS............................................................... $100
====
CAPITAL
STRYPES, par value $.10 per STRYPES; 1 STRYPES issued and outstanding
(Note 3)................................................................ $100
====
</TABLE>
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(1) The Trust was created as a Delaware business trust on August 5, 1997 and
has had no operations other than matters relating to its organization and
registration as a non-diversified, closed-end management investment
company under the Investment Company Act of 1940, as amended. Costs
incurred in connection with the organization of the Trust and ongoing
administrative expenses will be paid by the Contracting Stockholders.
(2) Offering expenses will be payable upon completion of the Offering and also
will be paid by the Contracting Stockholders.
(3) On September 12, 1997, the Trust issued one STRYPES to ML IBK Positions,
Inc., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated,
in consideration for a purchase price of $100.
The Declaration of Trust provides that prior to the Offering, the Trust
will split the outstanding STRYPES to be effected on the date that the
price and underwriting discount of the STRYPES being offered to the public
is determined, but prior to the sale of the STRYPES to the Underwriters.
The outstanding STRYPES will be split into the smallest whole number of
STRYPES that would result in the per STRYPES amount recorded as capital,
after effecting the split, not exceeding the public offering price per
STRYPES.
40
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
1. FINANCIAL STATEMENTS
Independent Auditors' Report
Statement of Assets, Liabilities and Capital as of September 12, 1997
2. EXHIBITS
<TABLE>
<C> <S>
(a)(1) Trust Agreement*
(2) Form of Amended and Restated Trust Agreement*
(3) Certificate of Trust*
(b) Not applicable
(c) Not applicable
(d)(1) Form of Specimen certificate for STRYPES (included in Exhibit 2(a)(2))*
(2) Portions of the Amended and Restated Trust Agreement of the Registrant
defining the rights of Holders of STRYPES (a)*
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h)(1) Form of Purchase Agreement*
(2) Form of Registration Agreement*
(i) Not applicable
(j) Form of Custodian Agreement*
(k)(1) Form of Administration Agreement*
(2) Form of Paying Agent Agreement*
(3) Form of Forward Purchase Contract*
(4) Form of Security and Pledge Agreement*
(5) Form of Fund Expense Agreement*
(6) Form of Fund Indemnity Agreement*
(l) Opinion and Consent of Brown & Wood llp, counsel to the Trust*
(m) Not applicable
(n)(1) Tax Opinion and Consent of Brown & Wood llp, counsel to the Trust*
(2) Consent of Deloitte & Touche llp, independent auditors for the Trust
(o) Not applicable
(p) Form of Subscription Agreement*
(q) Not applicable
(r) Financial Data Schedule*
</TABLE>
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(a) Reference is made to Article III (Section 3.2), Article IV, Article V and
Article VIII (Sections 8.1 and 8.6) of the Trust's Amended and Restated
Trust Agreement filed as Exhibit (a)(2) to this Registration Statement.
* Previously filed.
C-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Pre-
Effective Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Newark, State of
Delaware, on the 18th day of September, 1997.
Snyder STRYPES Trust
By: /s/ Donald J. Puglisi
---------------------------------
Donald J. Puglisi
Managing Trustee
Pursuant to the requirements of the Securities Act of 1933, this Pre-
Effective Amendment to the Registrant's Registration Statement has been signed
below by the following persons, in the capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Donald J. Puglisi Managing Trustee September 18, 1997
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DONALD J. PUGLISI
William R. Latham III* Trustee
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WILLIAM R. LATHAM III
James B. O'Neill* Trustee
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JAMES B. O'NEILL
*By: /s/ Donald J. Puglisi September 18, 1997
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(DONALD J. PUGLISI, ATTORNEY-IN-FACT)
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
------- ----------- ----
<C> <S> <C>
(a)(1) Trust Agreement*
(2) Form of Amended and Restated Trust Agreement*
(3) Certificate of Trust*
(b) Not applicable
(c) Not applicable
(d)(1) Form of Specimen certificate for STRYPES (included in Exhibit
2(a)(2))*
(2) Portions of the Declaration of Trust of the Registrant defining
the rights of Holders of STRYPES (a)*
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h)(1) Form of Purchase Agreement*
(2) Form of Registration Agreement*
(i) Not applicable
(j) Form of Custodian Agreement*
(k)(1) Form of Administration Agreement*
(2) Form of Paying Agent Agreement*
(3) Form of Forward Purchase Contract*
(4) Form of Security and Pledge Agreement*
(5) Form of Fund Expense Agreement*
(6) Form of Fund Indemnity Agreement*
(l) Opinion and Consent of Brown & Wood llp, counsel to the Trust*
(m) Not applicable
(n)(1) Tax Opinion and Consent of Brown & Wood llp, counsel to the
Trust*
(2) Consent of Deloitte & Touche llp, independent auditors for the
Trust
(o) Not applicable
(p) Form of Subscription Agreement*
(q) Not applicable
(r) Financial Data Schedule*
</TABLE>
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(a) Reference is made to Article III (Section 3.2), Article IV, Article V and
Article VIII (Sections 8.1 and 8.6) of the Trust's Amended and Restated
Trust Agreement filed as Exhibit (a)(2) to this Registration Statement.
* Previously filed.
<PAGE>
Exhibit (N)(2)
INDEPENDENT AUDITORS' CONSENT
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We consent to the inclusion in this Pre-Effective Amendment No. 4 to
Registration Statement Nos. 333-33707 and 811-08337 of Snyder STRYPES Trust (the
"Trust") on Form N-2 of our report dated September 16, 1997 relating to the
audit of the statement of assets, liabilities and capital of the Trust and to
the reference to us under the heading "Experts" in the Prospectus, which is a
part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
New York, New York
September 18, 1997
