As filed with the Securities and Exchange Commission
on March 23, 1998
Registration No.
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
DECS Trust III
(Exact Name of Registrant as Specified in Its Charter)
Delaware Not Applicable
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
c/o Smith Barney Inc
388 Greenwich Street
New York, New York 10013
(Address of Principal (Zip Code)
Executive Offices)
If this Form relates to If this Form relates to
the registration of a the registration of a
class of securities class of securities
pursuant to Section 12(b) pursuant to Section 12(g)
of the Exchange Act and is of the Exchange Act and is
effective pursuant to effective pursuant to
General Instruction A.(c), General Instruction A.(d),
check the following box. check the following box.
|_| |X|
Securities Act registration file number
to which this form relates: Securities Act File No. 333-44807
Investment Company Act File No. 811-08615
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
------------------- ------------------------------
None N/A
Securities to be registered pursuant to Section 12(g)
of the Act
DECS representing shares of beneficial interest in DECS Trust
Title of Class
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
A description of the securities to be registered appears on
pages 23 through 24 (under the caption "Description of the DECS")
and pages 27 through 30 (under the caption "Certain United States
Federal Income Tax Considerations") of the registrant's
Prospectus (Subject to Completion) dated March 5, 1998 included
in the Registration Statement on Form N-2 under the Securities
Act of 1933, as amended, (File No. 333-44807) and under the
Investment Company Act of 1940, as amended, (File No. 811-08615).
Such description, as amended or supplemented from time to time,
is hereby incorporated by reference herein. In addition, since
such description has been included in the form of prospectus
filed by the registrant on March 5, 1998, pursuant to Rule 497(h)
under the Securities Act of 1933, such prospectus is also hereby
incorporated by reference herein.
Item 2. Exhibits
The following exhibits are incorporated herein by reference,
pursuant to Rule 12b-32 of the Securities Exchange Act of 1934:
1. Declaration of Trust of the registrant dated as of
January 22, 1998 (incorporated by reference to Exhibit
2.(a)(1)(A) to the registrant's Registration Statement on Form
N-2).
2. Certificate of Trust of the registrant dated as of
January 22, 1998 (incorporated by reference to Exhibit
2.(a)(2)(A) to the registrant's Registration Statement on Form
N-2).
3. Form of Amended and Restated Declaration of Trust dated
as of March 23, 1998 (incorporated by reference to Exhibit
2.(a)(1)(B) to the registrant's Registration Statement on Form
N-2).
4. Restated Certificate of Trust dated March 3, 1998
(incorporated by reference to Exhibit 2.(a)(2)(B) to the
registrant's Registration Statement on Form N-2).
5. Form of specimen certificate of DECS (included in Exhibit
2.(a)(1)(B)).
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<PAGE>
SIGNATURE
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, thereunto duly authorized.
Dated: March 23, 1998 DECS TRUST III
By: /s/ Donald J. Puglisi
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Donald J. Puglisi
As Managing Trustee
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