AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1998
SECURITIES ACT FILE NO. 333-_____
INVESTMENT COMPANY ACT FILE NO. 811-_____
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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 |X|
PRE-EFFECTIVE AMENDMENT NO. |_|
POST-EFFECTIVE AMENDMENT NO. |_|
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 |X|
AMENDMENT NO. |_|
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CVS AUTOMATIC
COMMON EXCHANGE SECURITY TRUST
(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:
Robert E. Buckholz, Jr., Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
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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. |_|
|X| 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 333-41617.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
- - -------------------------------------------------------------------------------------------------
Title of Securities Proposed Maximum Amount of
Being Registered Amount to be Registered Aggregate Offering Price(1) Registration Fee
- - ---------------------- ----------------------- --------------------------- ----------------
<S> <C> <C> <C>
Trust Automatic Common
Exchange Securities 589,265 Securities $68.15628 $11,398.17
- - -------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
</FN>
</TABLE>
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933 and General Instruction J of Form N-2, as
promulgated under the Securities Act of 1933 and the Investment Company Act of
1940. The contents of the Registration Statement on Form N-2 (File No.
333-41617; 811-08539) filed by CVS Automatic Common Exchange Security Trust with
the Securities and Exchange Commission, which was declared effective by the
Commission on May 20, 1998, are incorporated herein by reference.
<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 Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of New York, State of New York, on the 20th day of May,
1998.
CVS AUTOMATIC COMMON
EXCHANGE SECURITY TRUST
By: /s/ Paul S. Efron
---------------------------------
Paul S. Efron
Trustee
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person, in the
capacities and on the date indicated.
NAME TITLE DATE
---- ----- ----
/s/ Paul S. Efron Principal Executive Officer, May 21, 1998
- - ------------------------- Principal Financial Officer,
Paul S. Efron Principal Accounting Officer
and Trustee
<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ----------- ----------
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
Exhibit 2.l
SULLIVAN & CROMWELL
125 Broad Street
New York, New York 10004
May 21, 1998
CVS Automatic Common Exchange Security Trust,
c/o Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") and the Investment Company Act of 1940 (the "Investment Company
Act") of 589,265 additional Trust Automatic Common Exchange Securities (the
"Securities") of CVS Automatic Common Exchange Security Trust, a New York trust
(the "Trust"), we, as your counsel, have examined such records, certificates and
other documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion. Upon the basis of such
examination, we advise you that, in our opinion, when the registration statement
relating to the Securities filed under Rule 462(b) under the Securities Act (the
"Registration Statement") has become effective under the Act, the Trust's
Amended and Restated Trust Agreement has been duly executed and delivered by the
parties thereto, and the Securities have been duly issued and sold as
contemplated by the Registration Statement, the Securities will be validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New York, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
Securities" in the Prospectus incorporated therein. In giving such consent, we
do not thereby admit that we are in a category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell
Exhibit 2.n.(i)
SULLIVAN & CROMWELL
125 Broad Street
New York, New York 10004
May 21, 1998
CVS Automatic Common
Exchange Security Trust,
c/o Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004.
Dear Sirs:
We have acted as special tax counsel to CVS Automatic Common Exchange
Security Trust (the "Trust") in connection with the Registration Statement on
Form N-2 of the Trust filed with the Securities and Exchange Commission (the
"Registration Statement") filed pursuant to Rule 462(b) under the Securities Act
and hereby confirm to you our opinion as set forth under the heading "Certain
Federal Income Tax Considerations" in the Prospectus incorporated in the
Registration Statement.
We hereby consent to the filing with the Securities and Exchange
Commission of this letter as an exhibit to the Registration Statement and the
reference to us under the heading "Certain Federal Income Tax Considerations" in
such Prospectus. 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,
/s/ Sullivan & Cromwell
Exhibit 2.n.(iii)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form N-2 of our report date May 19, 1998, on our audit of the statement of
assets and liabilities of CVS Automatic Common Exchange Security Trust. We also
consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
New York, New York
May 21, 1998
Exhibit 2.n.(iv)
CONSENT TO BEING NAMED AS TRUSTEE
The undersigned hereby consents to being named in the Registration
Statement on Form N-2 of CVS Automatic Common Exchange Security Trust (the
"Trust") and any amendments thereto, as a person about to become a trustee of
the Trust.
Dated: May 21, 1998
/s/ Donald J. Puglisi
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Donald J. Puglisi
<PAGE>
CONSENT TO BEING NAMED AS TRUSTEE
The undersigned hereby consents to being named in the Registration
Statement on Form N-2 of CVS Automatic Common Exchange Security Trust (the
"Trust") and any amendments thereto, as a person about to become a trustee of
the Trust.
Dated: May 21, 1998
/s/ William R. Latham III
-------------------------
William R. Latham III
<PAGE>
CONSENT TO BEING NAMED AS TRUSTEE
The undersigned hereby consents to being named in the Registration
Statement on Form N-2 of CVS Automatic Common Exchange Security Trust (the
"Trust") and any amendments thereto, as a person about to become a trustee of
the Trust.
Dated: May 21, 1998
/s/ James B. O'Neil
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James B. O'Neil
