File No. [ ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
DECS Trust II
(Exact Name of Registrant as Specified in its Charter)
Delaware Not Applicable
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
c/o Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19715
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. [ ]
Securities Act registration file number to
which this form relates: Securities Act File No. 333-35147
Investment Company Act File No. 811-08345
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
DECS representing shares New York Stock Exchange, Inc.
of beneficial interest
of DECS Trust
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Page 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The description of the securities to be registered
that appears on pages 25 to 27 (under the caption "Description of
the DECS") and pages 29 to 33 (under the caption "Certain United
States Federal Income Tax Considerations") of the registrant's
Prospectus (Subject to Completion), dated October 8, 1997 under
the Securities Act of 1933, as amended, (Registration No.
333-35147) and under the Investment Company Act of 1940, as
amended, (Registration No. 811-08345) is hereby incorporated by
reference in answer to this Item and such pages are appended
hereto as Annex A. Because such description will be included in
the form of prospectus to be filed by the registrant pursuant to
Rule 497(h) under the Securities Act of 1933, as amended, the
same sections from such prospectus shall also be deemed to be
incorporated by reference herein.
Item 2. Exhibits
The securities described herein are to be registered
on the New York Stock Exchange, Inc. (the "Exchange"), on which
no other securities of the registrant are registered.
Accordingly, the following exhibits required in accordance with
Part II to the instructions as to Exhibits to Form 8-A have been
or will be filed with the Exchange.
1. Registration Statement on Form N-2, as amended (No.
333-35147 and No. 811-08345), as filed with the
Securities and Exchange Commission on October __,
1997 under the Securities Act of 1933, as
amended, and the Investment Company Act of 1940,
as amended.
2. Not applicable.
3. Not applicable.
4. The following exhibits are hereby incorporated by
reference from the Registration Statement on Form N-2
(File Nos. 333-35147 and 811-08345) of DECS Trust II.
4.1 Declaration of Trust of DECS Trust II, dated as of
September 4, 1997.
4.2 Amended and Restated Declaration of Trust of DECS
Trust, dated as of October 22, 1997 among Salomon
Brothers Inc, as Sponsor, Donald J. Puglisi,
William R. Latham, III and James B. O'Neill, as
Trustees, Michael E. Sherman, as initial sponsor,
Peter B. Blanton, as initial trustee and the
Holders of the DECS.
5. The following exhibit is hereby incorporated by
reference from the Registration Statement on Form
N-2 (File Nos. 333-35147 and 811- 08345) of DECS
Trust II.
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Page 3
5.1 Form of specimen certificate of DECS (included in
Exhibit 4.2 above).
6. Not applicable.
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this amended registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: October 27, 1997 DECS Trust II
By: /s/ Donald J. Puglisi
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Donald J. Puglisi
As Managing Trustee
