SIXTH AUTOMATIC COMMON EXCHANGE SECURITY TRUST, N-2, 1998-06-18

SIXTH AUTOMATIC COMMON EXCHANGE SECURITY TRUST
N-2, 1998-06-18

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1998
SECURITIES ACT FILE NO. 333-_____
INVESTMENT COMPANY ACT FILE NO. 811-_____
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM N-2
|X| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
|_| Pre-Effective Amendment No. ___
|_| Post-Effective Amendment No. ___

AND/OR

|X| REGISTRATION STATEMENT UNDER THE
|_| INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. __

------------------
SIXTH AUTOMATIC
COMMON EXCHANGE SECURITY TRUST
(Exact Name of Registrant as Specified in 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

------------------

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. |_|
It is proposed that this filing will become effective when declared
effective pursuant to section 8(c).
If appropriate, check the following box:
|_| This amendment designates a new effective date for a previously filed
registration statement.
|_| 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-________.

------------------

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
================================================================================
Title of Securities Proposed Maximum Amount of
Being Registered Aggregate Offering Price(1) Registration Fee
- --------------------------------------------------------------------------------
Trust Automatic Common
Exchange Securities $10,000,000 $2,950
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.

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.
================================================================================
<PAGE>

SIXTH AUTOMATIC COMMON EXCHANGE SECURITY TRUST

CROSS-REFERENCE SHEET

(PURSUANT TO RULE 81(a) UNDER THE SECURITIES ACT OF 1933)

PART A & B OF PROSPECTUS*

ITEM
NUMBER CAPTION LOCATION IN PROSPECTUS
- ------ ------- ----------------------
1. Outside Front Cover......................... Front Cover Page
2. Cover Pages; Other Offering Information..... Front Cover Page;
Underwriting
3. Fee Table and Synopsis...................... Prospectus Summary
4. Financial Highlights........................ Not Applicable
5. Plan of Distribution........................ Front Cover Page;
Prospectus Summary;
Underwriting
6. Selling Shareholders........................ Not Applicable
7. Use of Proceeds............................. Prospectus Summary-
The Trust's Investment
Policies; Use of Proceeds;
Investment Objective
and Policies
8. General Description of the Registrant....... Front Cover Page;
Prospectus Summary;
The Trust; Investment
Objective and Policies;
Risk Factors
9. Management.................................. The Trust
10. Capital Stock, Long-Term Debt, and Other
Securities.................................. Investment Objective and
Policies; Description of
the Securities; Certain
Federal Income Tax
Considerations
11. Defaults and Arrears on Senior Securities... Not Applicable
12. Legal Proceedings........................... Not Applicable
13. Table of Contents of the Statement
of Additional Information................... Not Applicable
14. Cover Page.................................. Not Applicable
15. Table of Contents........................... Not Applicable
16. General Information and History............. The Trust
17. Investment Objective and Policies........... Investment Objective and
Policies
18. Management.................................. The Trust
19. Control Persons and Principal Holders of
Securities.................................. The Trust
20 Investment Advisory and Other Services...... The Trust
21. Brokerage Allocation and Other Practices.... Investment Objective and
Policies
22. Tax Status.................................. Certain Federal Income Tax
Considerations
23. Financial Statements........................ Statement of Assets and
Liabilities

- ---------------------------

* Pursuant to the General Instructions to Form N-2, all information required to
be set forth in Part B: Statement of Additional Information has been included
in Part A: The Prospectus. Information required to be included in Part C is
set forth under the appropriate item so numbered in Part C of this
Registration Statement.

<PAGE>
RED HERRING

The information in this Prospectus is not complete and may be changed. A
registration statement relating to the Securities has been filed with the
Securities and Exchange Commission. We may not sell these securities until this
registration statement is effective. This Prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer, solicitation or sale is not permitted.

<PAGE>

SUBJECT TO COMPLETION, DATED JUNE 17, 1998

_______ SECURITIES

Sixth Automatic Common Exchange Security Trust

$____ Trust Automatic Common Exchange Securities (TRACES (TM)/(SM))
(Subject to exchange into Shares of Common Stock of [Company])

---------------------------

The $____ Trust Automatic Common Exchange Securities are a new series of
securities issued by the Sixth Automatic Common Exchange Security Trust. The
Trust will pay quarterly distributions of $____ on each Security. On June __,
2001, the Trust will exchange each Security for either:
o Between 0.___ shares and one share of Common Stock of [Company],
o Cash equal to the value of those shares, or
o A combination of shares and cash.
The number of shares or amount of cash that will be delivered in exchange for
each Security will be based on the price of the Common Stock during the twenty
business days before June __, 2001.
Some or all of the shares or cash may be delivered on September __, 2001, or
on any date between June __, 2001 and September __, 2001 instead of on June __,
2001. In that case, holders of the Securities may receive part of the cash or
shares on June __, 2001 and the rest between June __, 2001 and September __,
2001.
This is the first issuance of Securities by the Trust. As a result, there is
currently no public market for the Securities. The Trust will apply to list the
Securities on the New York Stock Exchange under the symbol "____".
The Common Stock is currently traded on the New York Stock Exchange under the
symbol "____". The last reported sale price of the Common Stock on the New York
Stock Exchange on June __, 1998, was $_____ per share. The Company is not
affiliated with the Trust.
The Trust is a newly organized, finite term closed-end investment company.
Shares of this type of fund frequently trade at a discount from net asset value.
This risk is separate from the risk that the Trust's net asset value will fall.
The Trust cannot predict whether the securities will trade at, below or above
net asset value. The risk of purchasing investments in a closed-end company that
might trade at a discount may be greater for investors who wish to sell their
investments soon after completion of this offering.
---------------------------
This Prospectus sets forth concisely information about the Trust that you
should know before investing. You are advised to read this Prospectus and to
retain it for future reference. Additional information about the Trust has been
filed with the Securities and Exchange Commission and is available upon written
or oral request and without charge.
---------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE ___ OF THIS PROSPECTUS FOR A DISCUSSION
OF SOME OF THE RISKS INVOLVED IN INVESTING IN THE SECURITIES.
---------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------------
Per Security Total

Price to Public.....................$________....................$________

Sales Load..........................Not applicable...............Not applicable

Proceeds to the Trust...............$________....................$________

The Trust has granted to the Underwriters an option for 30 days to purchase
up to _______ additional Securities at the Price to Public per Security to cover
over-allotments. See "Underwriting".

---------------------------
GOLDMAN, SACHS & CO.
---------------------------

The date of this Prospectus is June__, 1998.

<PAGE>

PROSPECTUS SUMMARY

This summary is not a complete description of the Trust or the Securities.
It does not contain all the information that may be important to you. To
understand this offering fully, you must read this entire Prospectus carefully,
including the Risk Factors beginning on page __.

A Glossary is included in this Prospectus, beginning on page __. You should
refer to the Glossary if you wish to understand the terms used in this
Prospectus in detail.

THE TRUST

The Trust is a newly organized trust that exists only to offer the
Securities. The only activities of the Trust will be to issue the Securities and
to invest in the U.S. Treasury securities and stock purchase contracts described
in this Prospectus.

THE TRUST'S INVESTMENT OBJECTIVE

The Trust's investment objective is to give the holder of each Security a
quarterly cash distribution of $____ and, on June __, 2001 (the "Exchange
Date"), between 0.____ and 1 shares of Common Stock (or cash equal to the value
of some or all of those shares). The number of shares, or amount of cash, that a
holder will receive in exchange for a single Security will vary, depending on
the average market price of the Common Stock over the twenty business days
before the Exchange Date.

o If the average market price is less than $_______ but equal to or greater
than $______, the holder of each Security will receive the number of
shares of Common Stock that has a value equal to $_______.

o If the average market price is equal to or greater than $_______, the
holder of each Security will receive 0.__ shares of Common Stock.

o If the average market price is less than $_______, the holder of each
Security will receive one share of Common Stock.

This formula will be adjusted if the Company takes steps that combine, split or
dilute the value of the Common Stock. If this formula would require the Trust to
deliver a fraction of a share of Common Stock to any holder, the Trust will
instead deliver cash equal to the same fraction of the value of a share of
Common Stock.

The delivery of some or all of the shares and cash in exchange for the
Securities may be delayed to a date between June __, 2001 and September __,
2001, as described below under "--The Trust's Investment Policies".

Because of this formula, the holders of the Securities will receive part of
any increase in the value of the Common Stock above $_____. However, the holders
of the Securities will not receive any increase in the value of the Common Stock
unless that value rises higher than $____. The holders will bear the entire
amount of any fall in the value of the Common Stock.

For more detail, please see "Investment Objective and Policies--[Title]".

<PAGE>

THE TRUST'S INVESTMENT POLICIES

To achieve its investment objective, the Trust will invest all the proceeds
of the Securities in:

o "Stripped" U.S. Treasury securities that will mature during each quarter
over the term of the Trust. The Trust will use the payments it receives
as these U.S. Treasury securities mature to pay the quarterly
distributions on the Securities.

o Stock purchase contracts (the "Contracts") with [number of] stockholders
of the Company (each of which is referred to as a "Seller"). Each Seller
will be required to deliver shares of Common Stock to the Trust on the
Exchange Date. Alternatively, the Sellers may choose to deliver the
equivalent amount of cash. If the Sellers perform their obligations,
these Contracts will provide the Trust with the shares of Common Stock or
cash that the Trust must deliver in exchange for the Securities on the
Exchange Date.

Each Seller has the right to extend the Exchange Date under its Contract to
September __, 2001. If a Seller extends the Exchange Date under its Contract,
that Seller will not be required to deliver the shares of Common Stock or cash
under the Contract until September __, 2001. However, the Seller can then
accelerate the delivery of shares or cash to any date between June __, 2001 and
September __, 2001. If some of the Sellers extend or accelerate the Exchange
Date under their Contracts, the holders of the Securities will not receive the
corresponding portion of the shares or cash until the extended or accelerated
Exchange Date. However, the holders of the Securities would receive an
additional, partial cash distribution on the Securities on the extended or
accelerated Exchange Date.

Each Seller will pledge collateral to the Trust to secure that Seller's
obligations under its Contract. The collateral will initially be the shares of
Common Stock that the Seller must deliver under the Contract. However, if a
Seller complies with its obligations under the Contract and its pledge, the
Seller may deliver U.S. Treasury securities as substitute collateral.

The Trust will not change its investments, even if the value of the
Contracts or the Common Stock falls significantly or the financial condition of
the Company suffers. Furthermore, because the Trust is a grantor trust for
purposes of the U.S. federal tax laws, the trustees of the Trust will not have
the power to change the Trust's investments.

For more detail, please see "Investment Objective and Policies--[Title]".

THE OFFERING

The Trust is offering _________ Securities to the public at a purchase price
of $____ per Security. This price is equal to the last reported sale price of
the Common Stock on the date of this Prospectus. The Securities are being
offered through Goldman, Sachs & Co. (the "Underwriters").

In addition, the Trust has granted the Underwriters an option to purchase up
to _______ additional Securities. These Securities may only be used to cover
over-allotments. For more detail, please see "Underwriting".

THE SECURITIES

GENERAL. The Trust will pass through to the holders of the Securities all
payments that it receives on the U.S. Treasury securities that it purchases with
the proceeds of the Securities. Similarly, the Trust will deliver to the holders
of the Securities all shares of Common Stock, or cash, that it receives from the
Sellers under the Contracts.

<PAGE>

DISTRIBUTIONS. The holder of each Security will receive a distribution of
$____ each quarter. The Trust will pay these distributions on each March __,
June __, September __ and December __. However, if the Trust would be required
to make a distribution on a Saturday, Sunday or legal holiday, that distribution
will instead be paid on the next business day. Each payment will be made to the
holder of the Security whose name appears in the books of the Trust on the
Business Day before the applicable payment date. The first distribution will
be payable on September __, 1998 to holders of record on the previous Business
Day.

The only source of cash for the quarterly distributions on the Securities
will be the cash received from the U.S. Treasury securities purchased by the
Trust with the proceeds of the Securities. Part of each year's distributions on
the Securities should be treated as a return of capital under the U.S. federal
income tax laws. For more detail, please see "Description of the Securities--Tax
Treatment of Distributions".

EXCHANGE FOR COMMON STOCK. On the Exchange Date, each Security will be
exchanged automatically for between 0.__ shares and one share of Common Stock.
However, if the Sellers deliver cash instead of Common Stock under the
Contracts, the holders of the Securities will receive cash instead of Common
Stock on the Exchange Date. The Exchange Date for all or some of the shares and
cash may be extended and then accelerated as described above. The amount of cash
will be based on the average market price of the Common Stock during the twenty
business days before the applicable Exchange Date. The number of shares of
Common Stock or amount of cash that will be delivered in exchange for the
Securities will be adjusted if the Company takes certain actions that have the
effect of combining, splitting or diluting the value of the Common Stock.

Holders of Securities may receive cash or other common equity securities
listed on a U.S. National securities exchange or reported by the NASDAQ National
Market ("Marketable Securities"), rather than shares of Common Stock, if the
Company merges with another entity, the Company is liquidated, or certain
similar events occur.

In addition, if a Seller defaults under its Contract or its collateral
arrangements, that Seller's contract would be accelerated. The holder of each
Security would then receive an early distribution of shares of Common Stock (or
Marketable Securities), cash, or a combination of Common Stock and cash, instead
of a portion of the Common Stock or cash that would otherwise be delivered on
the Exchange Date.

For more detail, please see "Investment Objective and Policies--[Title]".

VOTING RIGHTS. Holders will have the right to vote on changes to the terms
of the Securities, on the replacement of the trustees and the custodian, paying
agent, transfer agent, registrar and other agents of the Trust, and on other
matters affecting the Trust, as described below under the caption "Description
of the Securities". However, holders of the Securities will not have any voting
rights with respect to the Common Stock until they actually receive shares of
Common Stock in exchange for the Securities. For more detail, please see
"Description of the Securities--Voting Rights".

LISTING. The Trust will apply to list the Securities on the New York Stock
Exchange (the "NYSE") under the symbol ___.

THE COMPANY

[Insert Description of the Company.]

<PAGE>

The Company has prepared a prospectus that describes the Company and the
Common Stock. This Company prospectus is attached as Annex A to this Prospectus.
The Company is not affiliated with the Trust and will not receive any of the
proceeds from the sale of the Securities.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The Trust will be treated as a grantor trust under the U.S. federal income
tax laws. This means that under these tax laws, each holder will be treated as
if it owned directly its proportionate share of the assets held by the Trust.
Similarly, income and original issue discount received by the Trust will
generally be treated as income of the holders.

Under the U.S. federal income tax laws, the U.S. Treasury securities held by
the Trust will be treated as having "original issue discount" that will accrue
over the term of the U.S. Treasury securities. However, when the Trust actually
receives cash on these U.S. Treasury securities, these cash payments will not be
included in the Trust's income. Instead, these payments should reduce the
aggregate tax basis of the Securities. A holder will have taxable gain or loss
if the Trust receives cash instead of Common Stock.

Holders should be aware that the assets of the Trust could be characterized
differently under the federal income tax laws. Other characterizations could
require holders to include more interest in income than they would under the
analysis outlined above. For more detail, please see "Certain Federal Income Tax
Considerations".

RISK FACTORS

An investment in the Securities involves risk. Some of the risks of an
investment in the Securities are described under "Risk Factors", beginning on
page __. These risks include the following:

o The Trust will not dispose of the Contracts even if the price of the
Common Stock falls significantly or the financial condition of the
Company suffers. The holders will bear the entire amount of any fall in
the value of the Common Stock.

o Similarly, the U.S. Treasury securities held by the Trust will not be
disposed of before their respective maturities or the termination of the
Trust, whichever comes first, even if the price of those U.S. Treasury
securities falls significantly.

o If the price of Common Stock rises, a holder of a Security will not
receive all of this increase in value. Holders will not receive any of
this increase if the average market price of the Common Stock at the
Exchange Date is below $______. Holders will receive only ____% of any
increase in the value of the Common Stock over $____. On the other hand,
holders of Securities will suffer any fall in the value of the Common
Stock.

o The distributions on the Securities will be higher than the annual
dividends paid on the Common Stock in the past year. However, if the
dividend on the Common Stock is raised, distributions on the Securities
may be lower than the dividends paid on the Common Stock.

o The number of shares of Common Stock or amount of cash that holders may
receive on the Exchange Date will be adjusted if the Company takes
certain actions that have the effect of combining, splitting or diluting
the value of the Common Stock. The number of shares to be received by
holders may not be adjusted for other events that may adversely affect
the price of the Common Stock.

<PAGE>

o The only assets held by the Trust will be the U.S. Treasury securities
and the Contracts. An investment in the Trust will be riskier than an
investment in an investment company with diversified investments.

o The trading prices of the Securities in the secondary market will be
directly affected by the trading prices of the Common Stock in the
secondary market. The trading prices of the Common Stock will be
influenced by the Company's operating results and prospects and by
economic, financial and other factors and market conditions. The trading
prices of the Securities will also be affected by fluctuations in
interest rates and other factors that are difficult to predict and beyond
the Trust's control.

o There can be no assurance that a secondary market will develop for the
Securities or that, if a secondary market does develop, that it will
provide the holders with liquidity of investment or that it will continue
for the life of the Securities.

o Holders of the Securities will not be entitled to any rights with respect
to the Common Stock unless and until they actually receive Common Stock
in exchange for the Securities. For example, holders of Securities will
not be entitled to vote the shares of Common Stock or receive dividends.

FEES AND EXPENSES

UNDERWRITERS' COMPENSATION. The Sellers will compensate the Underwriters for
the offering of the Securities because a significant portion of the proceeds of
the sale of the Securities will be used by the Trust to purchase the Contracts
from the Sellers. The Underwriting Agreement requires the Sellers to pay the
Underwriters $____ for each Security sold in the offering.

ORGANIZATIONAL AND OFFERING COSTS. The organizational costs of the Trust
will be approximately $10,000. The costs of the Trust in connection with the
offering of the Securities will be approximately $_______. The Seller will pay
these organizational and offering costs.

COSTS OF OTHER SERVICE PROVIDERS. At the closing of the offering of the
Securities, the Sellers will make a one-time, up-front payment to the
Administrator, the Custodian, the Paying Agent and each Trustee as compensation
for its services to the Trust. The Sellers will also pay the Administrator
$_____ to cover the anticipated expenses of the Trust over the term of the
Trust. The Sellers will also pay any on-going expenses of the Trust above these
estimated amounts and reimburse the Trust for any amounts it may pay as
indemnification to any Trustee, the Administrator, the Custodian or the Paying
Agent.

DISCLOSURE REQUIRED BY THE SECURITIES AND EXCHANGE COMMISSION. The
Securities and Exchange Commission (the "SEC") requires the Trust to present its
expenses in the following format. The SEC intends that this requirement assist
investors in understanding the various costs and expenses that an investor in
the Securities will bear directly or indirectly.

Because the Trust will not bear any fees or expenses, investors will not
bear any expenses directly. The only expenses that an investor might be
considered to be bearing indirectly are (i) the

<PAGE>

compensation that each Seller will pay to the Underwriters for selling that
investor's Securities and (ii) the ongoing expenses of the Trust that the
Sellers will pay at the closing of the offering.

INVESTOR TRANSACTION EXPENSES
Sales Load (as a percentage of offering price)........................___%
Dividend Reinvestment and Cash Purchase Plan Fees.....................N/A

ANNUAL EXPENSES (AS A PERCENTAGE OF NET ASSETS)
Management Fees...................................................... 0%
Other Expenses........................................................___%
Total Annual Expenses........................................... %
===

The SEC also requires that closed-end investment companies present an
illustration of cumulative expenses (both direct and indirect) that an investor
would bear. The example must factor in the applicable Sales Load and to assume,
in addition to a 5% annual return, the reinvestment of all distributions at net
asset value. YOU SHOULD NOTE THAT THE ASSUMPTION OF A 5% ANNUAL RETURN DOES NOT
ACCURATELY REFLECT THE FINANCIAL TERMS OF THE TRUST. SEE "INVESTMENT OBJECTIVE
AND POLICIES--GENERAL". ADDITIONALLY, THE TRUST DOES NOT PERMIT THE REINVESTMENT
OF DISTRIBUTIONS.

EXAMPLE 1 YEAR 3 YEARS
------- ------ -------
You would bear the following expenses
(i.e., the applicable sales load and
allocable portion of annual expenses paid
by the Sellers) on a $1,000 investment,
assuming a 5% annual return........................$ $

<PAGE>

THE TRUST

CREATION AND FORM OF THE TRUST

The Trust is a newly organized New York trust. It is a registered,
non-diversified, closed-end management investment company under the Investment
Company Act of 1940. The Trust was formed on June __, 1998 under a trust
agreement, which was amended and restated as of June __, 1998 to reflect the
terms of this offering. The address of the Trust is 85 Broad Street, New York,
New York 10004 (telephone no. (212) 902-1000).

TRUST TERMINATION

The Trust will terminate automatically on or shortly after the final
Exchange Date. Alternatively, if all Contracts are accelerated because of a
Reorganization Event or a Collateral Event of Default, then any U.S. Treasury
securities then held in the Trust will be liquidated by the Administrator and
the proceeds distributed pro rata to the holders, together with the shares or
cash distributed upon acceleration, and the Trust will be terminated. See
"Investment Objective and Policies--The Contracts--Collateral Arrangements;
Acceleration" and "Investment Objective and Policies--The U.S. Treasury
Securities".

THE TRUSTEES

The Trust will be internally managed by three Trustees. One of the Trustees
will be designated as the "Managing Trustee" of the Trust. The Trustees will be
responsible for the general management and operations of the Trust. However, the
Trustees will not have the power to vary the investments held by the Trust. See
"Investment Objective and Policies".

The individuals who have been elected by Goldman, Sachs & Co., as the
sponsor of the Trust, to serve as the Trustees are set forth below. The Sellers
will pay each Trustee, on behalf of the Trust, a one-time, up-front fee to cover
the Trustee's annual fee [and anticipated out-of-pocket expenses]. The Managing
Trustee will also receive an additional up-front fee for serving in that
capacity. The names, ages, addresses and titles of the Trustees, their principal
occupations during the past five years, and their compensation are as follows:

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
DURING
NAME, AGE AND ADDRESS TITLE PAST FIVE YEARS COMPENSATION
- --------------------- ----- -------------------- ------------
<S> <C> <C> <C>

Managing Trustee $14,400
Trustee $10,600
Trustee $10,600
</TABLE>

None of the Trustees is an "interested person" of the Trust as defined in
the Investment Company Act. Furthermore, none of the Trustees is a director,
officer or employee of the Underwriters or of the Administrator, or of the
affiliate of the Underwriters or the Administrator. Each of the Trustees serves
as a trustee of other similar trusts, but none of the Trustees receives any
compensation for serving as a trustee or director of any other affiliated
investment company.

OTHER SERVICE PROVIDERS

ADMINISTRATOR. The day-to-day affairs of the Trust will be managed by
____________________ as Trust Administrator under an Administration Agreement.
Under the Administration Agreement, the Trustees have delegated most of their
operational duties to the Trust Administrator, including the duties to:

<PAGE>

o receive invoices for expenses incurred by the Trust;

o with the approval of the Trustees, engage legal and other professional
advisors (other than the independent public accountants for the Trust);

o instruct the Trust's Paying Agent to pay the distributions on the
Securities;

o prepare and mail, file or publish all notices, proxies, reports, tax
returns and other communications and documents for the Trust and keep
all the Trust's books and records;

o at the direction of the Trustees, institute and prosecute legal and
other appropriate proceedings to enforce the rights and remedies of the
Trust; and

o make all necessary arrangements for meetings of the Trustees and any
meetings of holders.

The Administrator will not select the independent public accountants for the
Trust. The Administrator also will not sell any of the Trust's assets, except
(1) when the Contracts require a delivery by the Trust, (2) when the collateral
agreements securing the Contracts require the Trust to liquidate collateral
posted by a Seller, and (3) when the Trust terminates.

Either the Trust or the Administrator may terminate the Administration
Agreement by giving 60 days' written notice. However, no termination will become
effective until a replacement Administrator has accepted the duties of the
Administrator.

The address of the Administrator is _________________________________.

CUSTODIAN. The assets of the Trust will be held by ___________________ as
the Trust's Custodian under a Custodian Agreement. If the Custodian Agreement is
terminated by the Trust or the Custodian resigns, the Trust must engage a new
Custodian to hold the Trust assets. Under the Custodian Agreement, the Custodian
must invest all cash received by the Trust and that is not paid to cover Trust
expenses in short-term U.S. Treasury securities maturing on or shortly before
the next quarterly distribution date.

COLLATERAL AGENT. The Custodian will also act as Collateral Agent under the
Collateral Agreements with the Sellers. The Collateral Agent will hold a
perfected security interest in the Common Stock and U.S. Government obligations
or other assets pledged by the Sellers under the Contracts.

PAYING AGENT. ____________________ will serve as the transfer agent,
registrar and paying agent (the "Paying Agent") for the Securities under a
Paying Agent Agreement. If the Paying Agent Agreement is terminated by the Trust
or the Paying Agent resigns, the Trust will use its best efforts to engage a new
Paying Agent.

Except for its roles as Administrator, Custodian, Collateral Agent and
Paying Agent, ____________________ has no other affiliation with, and is not
engaged in any other transactions with, the Trust.

INDEMNIFICATION

The Trust will indemnify each Trustee, the Administrator, the Custodian, the
Collateral Agent and the Paying Agent against any liabilities or costs
(including the costs of defending against any liability) that it may incur in
acting in that capacity, except for willful misfeasance, bad faith, gross
negligence or reckless disregard of their respective duties or where applicable
law prohibits that

<PAGE>

indemnification. The Sellers have agreed to reimburse the Trust for any amounts
it may be required to pay under these indemnifications.

ESTIMATED EXPENSES OF THE TRUST

In addition to the Trustees' compensation described above, at the closing of
this offering the Sellers will pay to the Administrator, the Custodian and the
Paying Agent a one-time, up-front amount totaling $_______ to cover their fees.
The Sellers will also pay the Administrator a one-time up-front amount totaling
$________ to cover anticipated expenses of the Trust over the term of the Trust.
The anticipated Trust expenses to be borne by the Administrator include, among
other things:

o expenses for legal and independent accountants' services;

o costs of printing proxies, Securities certificates and holder reports;

o expenses of the Trustees;

o fidelity bond coverage; and

o any expenses of qualifying the Securities for sale in the various
states.

In addition, the Sellers will pay, on behalf of the Trust, organization costs of
the Trust in the amount of $__________ and estimated costs of the Trust in
connection with the initial registration and public offering of the Securities
in the amount of $_______.

The amount payable to the Administrator to cover ongoing expenses of the
Trust was determined based on estimates made in good faith on the basis of
information currently available to the Trust, including estimates furnished by
the Trust's agents. There cannot, however, be any assurance that actual
operating expenses of the Trust will not be substantially more than this amount.
The Sellers have agreed to pay any excess expenses beyond this amount. If the
Sellers do not pay those excess expenses, the Trust will have to pay them, which
will reduce the amount available to distribute to holders.

INVESTMENT COMPANY ACT EXEMPTION

The SEC has issued an order that exempts the Trust from the requirements of
Section 12(d)(1) of the Investment Company Act that restrict the amount of
Securities that registered investment companies could otherwise own.
Accordingly, registered investment companies may hold Securities in excess of
the limits imposed by Sections 12(d)(1)(A)(i) and 12(d)(1)(C) of the Investment
Company Act. However, any such investment company will be required to vote its
Securities in proportion to the votes of all other holders.

USE OF PROCEEDS

The net proceeds of this offering will be used immediately upon the closing
of this offering to

o purchase a portfolio of stripped U.S. Treasury securities with face
amounts and maturities corresponding to the quarterly distributions
payable with respect to the Securities, and

o pay the purchase price to the Sellers under the Contracts.

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

GENERAL

The Trust's investment objective is to give the holder of each Security a
quarterly cash distribution of $____ and, on the Exchange Date, between 0.____
and 1 shares of Common Stock (or cash equal to the value of some or all of those
shares). The number of shares, or amount of cash, that a holder will receive in
exchange for a single Security will vary, depending on the average market price
of the Common Stock over the twenty business days before the Exchange Date. To
achieve this objective, the Trust will use the proceeds of the Securities to buy
and hold:

o a portfolio of stripped U.S. Treasury securities maturing on a quarterly
basis through June __, 2001 and

o the Contracts relating to the Common Stock

The number of shares of Common Stock that will be delivered in exchange for
each Security is the "Exchange Rate". The Exchange Rate will vary in accordance
with a formula, depending on the "Average Market Price" of the Common Stock on
the Exchange Date:

o if the Average Market Price is less than the Appreciation Threshold
Price but equal to or greater than the Initial Price, the Exchange Rate
will be the number of shares of Common Stock having a value (determined
at the Average Market Price) equal to the Initial Price;

o if the Average Market Price is equal to or greater than the Appreciation
Threshold Price, the Exchange Rate will be 0.__ shares of Common Stock;
and

o if the Average Market Price is less than the Initial Price, the Exchange
Rate will be one share of Common Stock.

This formula will be adjusted if the Company takes steps that combine, split
or dilute the value of the Common Stock. See "--The Contracts--Dilution
Adjustments". The Exchange Rate will be rounded upward or downward to the
nearest 1/10,000 (or if there is not a nearest 1/10,000, to the next lower
1/10,000). Holders who would otherwise receive fractional shares on the Exchange
Date will instead receive cash.

The "Average Market Price" per share of Common Stock on any date means the
average Closing Price of a share of Common Stock on the 20 Trading Days
immediately prior to but not including that date, except that for purposes of
determining the payment required upon cash settlement of a Contract in
connection with a Rollover Offering, "Average Market Price" means the Closing
Price per share of Common Stock on the Trading Day immediately before the date
that the Rollover Offering is priced (the "Pricing Date") or, if the Rollover
Offering is priced after 4:00 P.M., New York City time, on the Pricing Date, the
Closing Price per share on the Pricing Date.

"Rollover Offering" means a reoffering or refinancing of the Securities
effected not earlier than June __, 2001, by means of a completed public offering
or offerings (which may include one or more exchange offers) by or on behalf of
the Sellers.

The "Closing Price" of the Common Stock on any date of determination means
the daily closing sale price (or, if no closing sale price is reported, the last
reported sale price) of the Common Stock as reported on the NYSE Consolidated
Tape on that date of determination or, if the Common Stock is not listed for
trading on the NYSE on any such date, as reported in the composite transactions
for the principal United States securities exchange on which the Common

11
<PAGE>

Stock is so listed, or if the Common Stock is not so listed on a United States
national or regional securities exchange, as reported by the NASDAQ National
Market or, if the Common Stock is not so reported, the last quoted bid price for
the Common Stock in the over-the-counter market as reported by the National
Quotation Bureau or similar organization, provided that if any event that
results in an adjustment to the number of shares of Common Stock deliverable
under the Contracts as described under "--The Contracts--Dilution Adjustments"
occurs before the Exchange Date, the Closing Price as determined pursuant to the
foregoing will be appropriately adjusted to reflect the occurrence of that
event.

A "Trading Day" means a day on which the Common Stock (A) is not suspended
from trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (B) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of that
security.

For illustrative purposes only, the following chart shows the number of
shares of Common Stock that a holder would receive for each Security at various
Average Market Prices. The chart assumes that there would be no adjustments to
the number of shares of Common Stock deliverable under the Contracts by reason
of the occurrence of any of the events described under "--The Contracts--
Dilution Adjustments". There can be no assurance that the Average Market Price
on the Exchange Date will be within the range set forth below. Given the Initial
Price of $____ per Security and the Appreciation Threshold Price of $____, a
holder would receive in connection with the exchange of Securities on the
Exchange Date the following number of shares of Common Stock:

AVERAGE MARKET PRICE NUMBER OF SHARES
OF COMMON STOCK OF COMMON STOCK
-------------------- ----------------

Holders of Securities may receive cash or other Marketable Securities,
rather than shares of Common Stock, if the Company merges with another entity,
the Company is liquidated, or certain similar events occur. If one of these
events would require the Trust to deliver cash in exchange for the Securities,
this delivery would take place before June __, 2001. See "--The
Contracts--Reorganization Events".

A fundamental policy of the Trust is to invest at least 70% of its total
assets in the Contracts. The Trust has also adopted a fundamental policy that
the Contracts may not be disposed of during the term of the Trust and that the
U.S. Treasury securities held by the Trust may not be disposed of before the
earlier of their respective maturities and the termination of the Trust. The
foregoing investment objective and policies are fundamental policies of the
Trust that may not be changed without the approval of a majority of the Trust's
outstanding Securities. A "majority of the Trust's outstanding Securities" means
the lesser of (i) 67% of the Securities represented at a meeting at

<PAGE>

which more than 50% of the outstanding Securities are represented, and (ii)
more than 50% of the outstanding Securities.

The value of the Common Stock (or cash or Marketable Securities received in
lieu of Common Stock) that will be received by holders under the Securities may
be more or less than the amount paid for the Securities offered hereby.

EXTENSION OF THE EXCHANGE DATE

Each Seller has the right to extend the Exchange Date under that Seller's
Contract to September __, 2001. If a Seller extends the Exchange Date under that
Seller's Contract, that Seller will not be required to deliver the shares of
Common Stock or cash under the Contract until September __, 2001. However, once
a Seller extends the term of its contract, the Seller can then accelerate the
delivery of shares or cash to any date between June __, 2001 and September __,
2001. If some of the Sellers extend or accelerate the Exchange Date under their
Contracts, the holders of the Securities will not receive the corresponding
portion of the shares or cash until the extended or accelerated Exchange Date.
However, the holders of the Securities would receive an additional cash
distribution on the Securities on the extended or accelerated Exchange Date, as
described below. The amount of this additional distribution would be a portion
of the regular quarterly distribution proportionate to the number of shares of
Common Stock covered by those Sellers' contracts. For example, if the Exchange
Date is extended to September __, 2001 for half the shares or cash deliverable
on the Exchange Date, the additional distribution would be equal to half the
regular quarterly distribution. If the final Exchange Date falls between June
__, 2001 and September __, 2001, the additional distribution will be prorated
both to reflect the number of securities covered by the extended and accelerated
Contracts and the number of days by which the Exchange Date is extended. For
example, if the Exchange Date for half the shares or cash deliverable on the
Exchange Date is extended to September __, 2001 and then accelerated to August
__, 2001 (i.e., two-thirds of the time between June __, 2001 and September __,
2001), the additional distribution would be equal to two-thirds of one-half (or
one-third) of the regular quarterly distribution.

THE COMPANY

[Insert description of the Company.]

The shares of Common Stock are traded on the New York Stock Exchange. The
following table sets forth, for the calendar quarters indicated, the reported
high and low sales prices of the shares of Common Stock on the New York Stock
Exchange Composite Tape and the cash dividends per share of Common Stock. As of
June __, 1998, there were ____ record holders of the

<PAGE>

Common Stock, including The Depository Trust Company, which holds shares of
Common Stock on behalf of an indeterminate number of beneficial owners.

<TABLE>
<CAPTION>
HIGH LOW DIVIDEND
PER SHARE
---- --- --------
<S> <C> <C> <C>

1996
1st Quarter.................................
2nd Quarter.................................
3rd Quarter.................................
4th Quarter.................................
1997
1st Quarter.................................
2nd Quarter.................................
3rd Quarter.................................
4th Quarter ................................
1998
1st Quarter.................................
2nd Quarter (through June __, 1998)......... ____ ____ ____(1)

- ---------------------------
<FN>
(1) The dividend with respect to the Common Stock is payable June __, 1998 to
holders of record on June __, 1998.
</FN>
</TABLE>

Holders will not be entitled to rights with respect to the Common Stock
(including, without limitation, voting rights and rights to receive dividends or
other distributions on the Common Stock) until receipt of shares of Common Stock
by the holders as a result of the exchange of the Securities for the Common
Stock on the Exchange Date.

Reference is made to the accompanying prospectus of the Company, dated June
__, 1998 (pages A-1 through A-_ hereto) which describes the Company and the
shares of Common Stock deliverable to the holders upon mandatory exchange of the
Securities on the Exchange Date. The Company is not affiliated with the Trust
and will not receive any of the proceeds from the sale of the Securities. The
Company prospectus relates to an aggregate of _________ shares of Common Stock
(plus an additional _______ shares that may be delivered upon exercise of the
Underwriters' over-allotment option).

THE CONTRACTS

GENERAL. The Trust will enter into a Contract with each Seller obligating
that Seller to deliver to the Trust on the Exchange Date a number of shares of
Common Stock equal to the product of the Exchange Rate times the initial number
of shares of Common Stock covered by that Contract. The aggregate initial number
of shares of Common Stock under the Contracts will equal the aggregate number of
Securities offered hereby (which will be increased if the Underwriters exercise
their over-allotment option).

Each Contract also provides that if the Seller delivers Securities to the
Trust on or before the Exchange Date, its obligation under the Contract will be
proportionately reduced. The delivery of Securities in partial or complete
satisfaction of a Seller's obligations will not affect the amount of Common
Stock or cash receivable by holders of Securities on the Exchange Date.

The purchase price under the Contracts will be $______ per share of Common
Stock (assuming no adjustments are made). The aggregate purchase price that the
Trust will pay for all the Contracts will be $______. This price will be paid on
the closing date of this offering (or, for the portion of the Contracts relating
to the Securities to be sold under the Underwriters' over-allotment option, on
the closing date (or the exercise of that option). The purchase price of the
Contracts was arrived at by arm's-length negotiation between the Trust and the
Sellers taking into consideration

<PAGE>

factors including the price, expected dividend level and volatility of the
Common Stock, current interest rates, the term of the Contracts, current market
volatility generally, the collateral security pledged by the Sellers, the value
of other similar instruments and the costs and anticipated proceeds of the
offering of the Securities. All matters relating to the administration of the
Contracts will be the responsibility of either the Administrator or the
Custodian.

DILUTION ADJUSTMENTS. The Exchange Rate will be adjusted if the Company (i)
pays a stock dividend or makes a distribution with respect to the Common Stock
in shares of that stock, (ii) subdivides or splits its outstanding shares of
Common Stock, (iii) combines its outstanding shares of Common Stock into a
smaller number of shares, or (iv) issues by reclassification of its shares of
Common Stock any shares of other common stock of the Company. In any such event,
the Exchange Rate will be adjusted as follows: for each share of Common Stock
that would have been deliverable upon exchange before the adjustment, the holder
will receive the number of shares of Common Stock (or, in the case of a
reclassification referred to in clause (iv) above, the number of shares of other
common stock of the Company issued pursuant to that reclassification), or
fraction of such shares, that a shareholder who held one share of Common Stock
immediately before that event would be entitled solely by reason of that event
to hold immediately after that event.

In addition, if the Company issues rights or warrants to all holders of
Common Stock entitling them to subscribe for or purchase shares of Common Stock
at a price per share less than the Then-Current Market Price of the Common Stock
(as defined below) (other than rights to purchase Common Stock pursuant to a
plan for the reinvestment of dividends or interest), then the Exchange Rate will
be adjusted pursuant to the following formula:

A = ER x OS + AS
-------
OS + PS

where

ER = the Exchange Rate before the adjustment;

OS = the number of shares of Common Stock outstanding immediately before
the time (determined as described below) the adjustment is calculated
by reason of the issuance of those rights or warrants;

AS = the number of additional shares offered for subscription or purchase
pursuant to those rights or warrants; and

PS = the number of additional shares that the aggregate offering price of
the shares so offered for subscription or purchase would purchase at
the Then-Current Market Price.

To the extent that, after expiration of those rights or warrants, the shares
offered by such rights or warrants are not actually delivered, the Exchange Rate
will be further adjusted to equal the Exchange Rate that would have been in
effect had the foregoing adjustment been made upon the basis of delivery of only
the number of shares of Common Stock actually delivered.

The "Then-Current Market Price" of the Common Stock means the average
Closing Price per share of Common Stock for a Calculation Period of five Trading
Days immediately before the time that adjustment is effected (or, in the case of
an adjustment effected at the opening of business on the business day after a
record date, as described below, immediately before the earlier of the time that
adjustment is effected and the related "ex-date" on which the shares of Common
Stock first trade regular way on their principal market without the right to
receive the relevant dividend, distribution or issuance); provided that if no
Closing Price for the Common Stock is determined for one or more (but not all)
of those Trading Days, that Trading Day will be disregarded in the calculation
of the Then-Current Market Price (but no additional Trading Days will be added
to the Calculation Period). If no Closing Price for the Common Stock is
determined for any of those

<PAGE>

Trading Days, the most recently available Closing Price for the Common Stock
before those five Trading Days will be the Then-Current Market Price.
"Calculation Period" means any period of Trading Days for which an average
security price must be determined pursuant to the Contracts.

In addition, if the Company pays a dividend or makes a distribution to all
holders of Common Stock, in either case, of evidences of its indebtedness or
other non-cash assets (excluding any stock dividends or distributions in shares
of Common Stock) or issues to all holders of Common Stock rights or warrants to
subscribe for or purchase any of its securities (other than rights or warrants
referred to in the second paragraph of this subsection), then the Exchange Rate
will be adjusted pursuant to the following formula:

A = ER x T
-----
T - V
where

ER = the Exchange Rate before adjustment;

T = the Then-Current Market Price per share of Common Stock; and

V = the fair market value (as determined by a nationally recognized
independent investment banking firm retained for this purpose by the
Administrator) as of the time the adjustment is calculated of the
portion of those evidences of indebtedness, non-cash assets or rights
or warrants payable in respect of one share of Common Stock.

In addition, if the Company distributes cash (other than an Excluded
Distribution), by dividend or otherwise, to all holders of Common Stock or
makes an Excess Purchase Payment, then the Exchange Rate will be adjusted
pursuant to the following formula:

A = ER x T
-----
T - D

where

ER = the Exchange Rate before adjustment;

T = the Then-Current Market Price on the record date for that
distribution; and

D = the amount of that distribution applicable to one share of Common
Stock that would not be a Permitted Dividend (or in the case of an
Excess Purchase Payment, the aggregate amount of that Excess
Purchase Payment divided by the number of outstanding shares of
Common Stock on that record date).

For purposes of these adjustments,

(a) the term "Excluded Distribution" means any Permitted Dividend, any
cash distributed in consideration of fractional shares of Common
Stock and any cash distributed in a Reorganization Event;

(b) the term "Permitted Dividend" means any quarterly cash dividend on
the Common Stock, other than a quarterly cash dividend that exceeds
the immediately before quarterly cash dividend, and then only to the
extent that the per share amount of that dividend results in an
annualized dividend yield on the Common Stock above ______%; and

<PAGE>

(c) the term "Excess Purchase Payment" means the excess, if any, of (i)
the cash and the value (as determined by a nationally recognized
independent investment banking firm retained for this purpose by the
Administrator, whose determination will be conclusive) of all other
consideration paid by the Company with respect to one share of Common
Stock acquired in a tender offer or exchange offer by the Company
over (ii) the Then-Current Market Price per share of Common Stock.

If any adjustment in the Exchange Rate must be calculated pursuant to the
formulas described above, corresponding adjustments to the Initial Price and the
Appreciation Threshold Price will be calculated.

Dilution adjustments will be effected: (i) in the case of any dividend,
distribution or issuance described above, at the opening of business on the
business day after the record date for determination of holders of Common Stock
entitled to receive that dividend, distribution or issuance or, if the
announcement of any such dividend, distribution or issuance is after that record
date, at the time that dividend, distribution or issuance is announced by the
Company; (ii) in the case of any subdivision, split, combination or
reclassification described above, on the effective date of that transaction;
(iii) in the case of any Excess Purchase Payment for which the Company
announces, at or before the time it commences the relevant share repurchase, the
repurchase price for those shares to be repurchased, on the date of that
announcement; and (iv) in the case of any other Excess Purchase Payment, on the
date that the holders of Common Stock become entitled to payment with respect to
that Excess Purchase Payment. There will be no adjustment under the Contracts
for any dividends, distributions, issuances or repurchases that may be declared
or announced after the Exchange Date. If any announcement or declaration of a
record date for a dividend, distribution, issuance or repurchase is subsequently
canceled by the Company, or that dividend, distribution, issuance or repurchase
fails to receive requisite approvals or fails to occur for any other reason,
then the Exchange Rate will be further adjusted to equal the Exchange Rate that
would have been in effect had the adjustment for that dividend, distribution,
issuance or repurchase not been made. If after an announcement of a share
repurchase, the Company reduces the repurchase price or repurchases fewer shares
than announced, upon completion of that share repurchase, the Exchange Rate will
be further adjusted to equal the Exchange Rate that would have been in effect
had the adjustment for that repurchase been based on the actual price and amount
repurchased. All adjustments described herein will be rounded upward or downward
to the nearest 1/10,000 (or if there is not a nearest 1/10,000, to the next
lower 1/10,000). No adjustment in the Exchange Rate will be required unless that
adjustment would require an increase or decrease of at least one percent in the
Exchange Rate; provided, however, that any adjustments which by reason of the
foregoing are not required to be made will be carried forward and taken into
account in any subsequent adjustment.

REORGANIZATION EVENTS. If a Reorganization Event occurs, the Exchange Rate
will be adjusted such that, on the Exchange Date, each holder will receive for
each Security cash in an amount equal to:

(i) if the Transaction Value (as defined below) is less than the
Appreciation Threshold Price but equal to or greater than the Initial
Price, the Initial Price,

(ii) if the Transaction Value is greater than or equal to the
Appreciation Threshold Price, 0.__ multiplied by the Transaction Value,
and

(iii) if the Transaction Value is less than the Initial Price, the
Transaction Value.

However, if the consideration received by holders of Common Stock in that
Reorganization Event does not include any Marketable Securities, then (a) the
Sellers' delivery obligations under the Contracts will be accelerated, and the
Sellers will be required to deliver the Transaction Value to the Trust promptly
upon consummation of the Reorganization Event; (b) the Custodian will

17
<PAGE>

liquidate the U.S. Treasury securities acquired by the Trust at closing and then
held by the Trust; and (c) the Transaction Value and the proceeds of that
liquidation will be distributed to the holders.

Notwithstanding the foregoing, to the extent that any Marketable Securities
(as defined below) are received by holders of Common Stock in a Reorganization
Event, then in lieu of delivering cash as provided above, the Sellers may at
their option deliver a proportional amount of those Marketable Securities on the
Exchange Date. If the Sellers elect to deliver Marketable Securities on the
Exchange Date, holders will be responsible for the payment of any and all
brokerage and other transaction costs upon the sale of those securities.

"Reorganization Event" means (A) any consolidation or merger of the Company,
or any surviving entity or subsequent surviving entity of the Company (a
"Company Successor"), with or into another entity (other than a merger or
consolidation in which the Company is the continuing corporation and in which
the Common Stock outstanding immediately before the merger or consolidation is
not exchanged for cash, securities or other property of the Company or another
corporation), (B) any sale, transfer, lease or conveyance to another corporation
of the property of the Company or any Company Successor as an entirety or
substantially as an entirety, (C) any statutory exchange of securities of the
Company or any Company Successor with another corporation (other than in
connection with a merger or acquisition) or (D) any liquidation, dissolution or
winding up of the Company or any Company Successor.

"Transaction Value" means (i) for any cash received in a Reorganization
Event, the amount of cash received per share of Common Stock, (ii) for any
property other than cash or Marketable Securities received in a Reorganization
Event, an amount equal to the market value on the date the Reorganization Event
is consummated of the property received per share of Common Stock as determined
by a nationally recognized independent investment banking firm retained for this
purpose by the Administrator and (iii) for any Marketable Securities received in
a Reorganization Event, an amount equal to the average Closing Price per share
of those securities on the 20 Trading Days immediately before the Exchange Date
multiplied by the number of those securities received for each share of Common
Stock; provided that if no Closing Price for those Marketable Securities is
determined for one or more (but not all) of those Trading Days, those Trading
Days will be disregarded in the calculation of the average Closing Price (but no
additional Trading Days will be added to the Calculation Period). If no Closing
Price for the Marketable Securities is determined for all those Trading Days,
the calculation in the preceding clause (iii) will be based on the most recently
available Closing Price for the Marketable Securities before those 20 Trading
Days. The number of shares of Marketable Securities included in the calculation
of Transaction Value for purposes of the preceding clause (iii) will be adjusted
if a dilution event of the type described above occurs with respect to the
issuer of the Marketable Securities between the time of the Reorganization Event
and the Exchange Date.

For purposes of determining Transaction Value, the terms "Trading Day" and
"Closing Price" will have the same meaning, as applied to the Marketable
Securities, as these terms have as applied to the Common Stock for purposes of
determining the Average Market Price.

"Marketable Securities" means any common equity securities (whether voting
or non-voting) listed on a U.S. national securities exchange or reported by the
NASDAQ National Market.

No dilution adjustments will be made for events, other than those described
above, such as offerings of Common Stock (other than through the issuance of
rights or warrants described above) for cash or in connection with acquisitions.

COLLATERAL ARRANGEMENTS; ACCELERATION. Each Seller's obligations under the
Contract between that Seller and the Trust initially will be secured by a
security interest in the maximum number of shares of Common Stock covered by
that Contract (adjusted in accordance with the dilution adjustment provisions of
that Contract, described above), pursuant to a Collateral

<PAGE>

Agreement between that Seller and the Collateral Agent. Unless a Seller is in
default in its obligations under its Collateral Agreement, the Seller will be
permitted to substitute for the pledged shares of Common Stock collateral
consisting of short-term, direct obligations of the U.S. Government. Any U.S.
Government obligations pledged as substitute collateral will be required to have
an aggregate market value at the time of substitution and at daily
mark-to-market valuations after that time of not less than 150% (or, from and
after any Insufficiency Determination that is not cured by the close of business
on the next business day, as described below, 200%) of the product of the market
price of the Common Stock at the time of each valuation times the number of
shares of Common Stock for which those obligations are being substituted. The
Collateral Agreements will provide that, if a Reorganization Event occurs, each
Seller will pledge as alternative collateral any Marketable Securities received
by it in exchange for the maximum number of shares of Common Stock covered by
its Contract at the time of the Reorganization Event, plus cash in an amount
equal to 100% of that Seller's Cash Delivery Obligations (or U.S. Government
obligations having an aggregate market value when pledged and at daily
mark-to-market valuations after that time of not less than 105% of those Cash
Delivery Obligations). The Collateral Agent will be required, under the
Collateral Agreements, to invest any such cash in U.S. Treasury securities
maturing on or before June __, 2001. A Seller's "Cash Delivery Obligations" will
be the Transaction Value of any consideration other than Marketable Securities
received by that Seller in exchange for the maximum number of shares covered by
its Contract at the time of the Reorganization Event. The number of shares of
Marketable Securities required to be pledged will be adjusted if any event
requiring a dilution adjustment under the Contracts occurs. The Sellers will be
permitted to substitute U.S. Government obligations for Marketable Securities
pledged at the time of or after any Reorganization Event. Any U.S. Government
obligations so substituted will be required to have an aggregate market value at
the time of substitution and at daily mark-to-market valuations after that time
of not less than 150% (or, from and after any Insufficiency Determination that
is not cured by the close of business on the next business day, as described
below, 200%) of the product of the market price per share of Marketable
Securities at the time of each valuation times the number of shares of
Marketable Securities for which those obligations are being substituted. The
Collateral Agent will promptly pay over to each Seller any dividends, interest,
principal or other payments received by the Collateral Agent on any collateral
pledged by that Seller, including any substitute collateral, unless that Seller
is in default of its obligations under its Collateral Agreement, or unless the
payment of that amount to that Seller would cause the collateral to become
insufficient under its Collateral Agreement. Each Seller will have the right to
vote any pledged shares of Marketable Securities for so long as those shares are
owned by it and pledged under its Collateral Agreement, including after an event
of default under that Seller's Contract or Collateral Agreement.

If the Collateral Agent determines (an "Insufficiency Determination")
that U.S. Government obligations pledged by any Seller as substitute collateral
fails to meet the foregoing requirements at any valuation, or that that Seller
has failed to pledge additional collateral required as a result of a dilution
adjustment increasing the maximum number of shares of Common Stock or shares of
Marketable Securities covered by that Contract, and that failure is not cured by
the close of business on the next business day after that determination, then,
unless a Collateral Event of Default (as defined below) under that Collateral
Agreement has occurred and is continuing, the Collateral Agent will commence (i)
sales of the collateral consisting of U.S. Government obligations and (ii)
purchases, using the proceeds of those sales, of shares of Common Stock or
shares of Marketable Securities, in an amount sufficient to cause the collateral
to meet the requirements under that Collateral Agreement. The Collateral Agent
will discontinue those sales and purchases if at any time a Collateral Event of
Default under the Collateral Agreement has occurred and is continuing. A
"Collateral Event of Default" under a Seller's Collateral Agreement means, at
any time, (A) if no U.S. Government obligations are pledged as substitute
collateral at that time, failure of the collateral to consist of at least the
maximum number of shares of Common Stock covered by the Seller's Contract at
that time (or, if a Reorganization Event has occurred at or before that time,
failure of the collateral to include the maximum number of shares of any
Marketable Securities required to be pledged as described above); (B) if any
U.S. Government

<PAGE>

obligations are pledged as substitute collateral for shares of Common Stock (or
shares of Marketable Securities) at that time, failure of those U.S. Government
obligations to have a market value at that time of at least 105% of the market
price per share of Common Stock (or the then-Average Market Price per share of
Marketable Securities, as the case may be) times the difference between (x) the
maximum number of shares of Common Stock (or shares of Marketable Securities)
covered by that Contract at that time and (y) the number of shares of Common
Stock (or shares of Marketable Securities) pledged as collateral at that time;
and (C) at any time after a Reorganization Event in which consideration other
than Marketable Securities has been delivered, failure of any U.S. Government
obligations pledged as collateral for Cash Delivery Obligations to have a market
value at that time of at least 105% of those Cash Delivery Obligations, if that
failure is not cured within one business day after notice of that failure is
delivered to that Seller.

The occurrence of a Collateral Event of Default under a Collateral
Agreement, or the bankruptcy or insolvency of a Seller, will cause an automatic
acceleration of that Seller's obligations under its Contract. In any such event,
that Seller will become obligated to deliver the initial number of shares of
Common Stock (or, after a Reorganization Event, the Marketable Securities or
cash or a combination of Marketable Securities and cash deliverable instead of
those shares of Common Stock) covered by that Seller's Contract, or any U.S.
Government obligations then pledged as collateral for the Seller's obligations.

Upon any acceleration under a Collateral Agreement, (i) the Collateral Agent
will distribute to the Trust, for distribution pro rata to the holders, the
shares of Common Stock then pledged by the Defaulting Seller, or cash generated
from the liquidation of U.S. Government obligations then pledged by the
Defaulting Seller, or a combination of Common Stock and cash (or, after a
Reorganization Event, the Marketable Securities then pledged by the Defaulting
Seller, cash generated from the liquidation of U.S. Government obligations then
pledged by the Defaulting Seller, or a combination of Marketable Securities and
cash) and (ii) the Custodian will liquidate a proportionate amount of the U.S.
Treasury securities acquired by the Trust at closing and then held by the Trust
and distribute the proceeds pro rata to the holders. After any distributions
upon acceleration and liquidation in accordance with the foregoing sentence, the
number of shares of Common Stock or Marketable Securities, as applicable,
deliverable to holders on the Exchange Date will be proportionately reduced. In
addition, if, by the Exchange Date, any substitute collateral has not been
replaced by Common Stock (or, after a Reorganization Event, cash or Marketable
Securities) sufficient to meet the obligations under any Contract, the
Collateral Agent will distribute to the Trust for distribution pro rata to the
holders the market value of the Common Stock required to be delivered under that
Contract, in the form of any shares of Common Stock then pledged by the Sellers
plus cash generated from the liquidation of U.S. Government obligations then
pledged by the Sellers (or, after a Reorganization Event, the market value of
the alternative consideration required to be delivered under that Contract, in
the form of any Marketable Securities then pledged, plus any cash then pledged,
plus cash generated from the liquidation of U.S. Government obligations then
pledged). See "The Trust--Trust Termination".

DESCRIPTION OF THE SELLERS. The Sellers are _________________. Please see
the caption "Selling Stockholders" in the Company's prospectus for information
about the Sellers.

THE U.S. TREASURY SECURITIES

The Trust will purchase and hold a series of zero-coupon ("stripped") U.S.
Treasury securities with face amounts and maturities corresponding to the
distributions payable with respect to the Securities and the payment dates under
the Securities. Up to 30% of the Trust's total assets may be invested in these
U.S. Treasury securities. If any Contract is accelerated, then a proportionate
amount of those U.S. Treasury securities then held in the Trust will be
liquidated by the Administrator and the proceeds of that liquidation will be
distributed pro rata to the holders,

<PAGE>

together with the amounts distributed upon acceleration. See "--Collateral
Arrangements; Acceleration" and "The Trust--Trust Termination".

TEMPORARY INVESTMENTS

For cash management purposes, the Trust may invest the proceeds of the U.S.
Treasury securities and any other cash held by the Trust in short-term
obligations of the U.S. Government maturing no later than the business day
before the next distribution date. Not more than 5% of the Trust's total assets
will be invested in those short-term obligations or held in cash at any one
time.

INVESTMENT RESTRICTIONS

As a matter of fundamental policy, the Trust may not purchase any securities
or instruments other than the U.S. Treasury securities, the Contracts and the
Common Stock or other assets received pursuant to the Contracts and, for cash
management purposes, short-term obligations of the U.S. Government; issue any
securities or instruments except for the Securities; make short sales or
purchase securities on margin; write put or call options; borrow money;
underwrite securities; purchase or sell real estate, commodities or commodities
contracts including futures contracts; or make loans (other than the purchase of
stripped U.S. Treasury securities as described in this Prospectus). The Trust
also has adopted a fundamental policy that the Contracts may not be disposed of
during the term of the Trust and that the U.S. Treasury securities held by the
Trust may not be disposed of before the earlier of their respective maturities
and the termination of the Trust.

Because of the foregoing limitations, the Trust's investments will be
concentrated in the cosmetics industry, which is the industry in which the
Company operates. The Trust is not permitted to purchase restricted securities.

DESCRIPTION OF THE SECURITIES

Each Security represents an equal proportional interest in the Trust, and a
total of _______ Securities will be issued (assuming no exercise of the
Underwriters' over-allotment option). Upon liquidation of the Trust, holders are
entitled to share pro rata in the net assets of the Trust available for
distribution. The Securities have no preemptive, redemption or conversion
rights. Securities are fully paid and nonassessable by the Trust. The only
securities that the Trust is authorized to issue are the Securities offered
hereby and those sold to the initial holder referred to below. See
"Underwriting".

DISTRIBUTIONS

The Trust intends to distribute to holders on a quarterly basis an amount
equal to $____ per Security (which amount equals the pro rata portion of the
fixed quarterly cash distributions from the proceeds of the maturing U.S.
Treasury securities held by the Trust). The first distribution, reflecting the
Trust's operations from the date of this offering, will be made on September __,
1998 to holders of record as of the preceding Business Day. Distributions will
then be made on March __, June __, September __ and December __, of each year to
holders of record as of the preceding Business Day. Part of each distribution
should be treated as a tax-free return of the holder's investment. See
"Description of the Securities--Tax Treatment of Distributions" and "Certain
Federal Income Tax Considerations--Recognition of Interest on the U.S. Treasury
Securities".

Upon termination of the Trust, as described under the caption "The
Trust--Trust Termination", each holder will receive any remaining net assets of
the Trust.

The Trust does not permit the reinvestment of distributions.

<PAGE>

TAX TREATMENT OF DISTRIBUTIONS

The following table sets forth information regarding the distributions to be
received on the U.S. Treasuries to be acquired by the Trust with part of the
proceeds of the Offering (assuming no exercise of the Underwriters'
over-allotment option), the portion of each year's distributions that will
constitute a return of capital for U.S. federal income tax purposes and the
amount of original issue discount accruing (assuming a yield-to-maturity accrual
election in respect of any short-term U.S. Treasury securities) on those U.S.
Treasuries with respect to a holder who acquires its Securities at the issue
price from an Underwriter pursuant to the original offering. See "Certain
Federal Income Tax Considerations--Recognition of Original Issue Discount on the
U.S. Treasury Securities".

<TABLE>
<CAPTION>
ANNUAL GROSS ANNUAL INCLUSION OF
ANNUAL GROSS DISTRIBUTIONS FROM ANNUAL RETURN OF ORIGINAL ISSUE
DISTRIBUTIONS FROM U.S. TREASURIES CAPITAL DISCOUNT
YEAR U.S. TREASURIES PER SECURITY PER SECURITY IN INCOME PER SECURITY
- ---- ----------------- ------------------- ---------------- ----------------------
<S> <C> <C> <C> <C>

1998...........................
1999...........................
2000...........................
2001...........................
</TABLE>

The annual distribution of $____ per Security is payable quarterly on each
March __, June __, September __ and December __, commencing September __, 1998.
Quarterly distributions on the Securities will consist solely of the cash
received from the U.S. Treasury securities. The Trust will not be entitled to
any dividends that may be declared on the Common Stock. See "Risk
Factors--Shareholder Rights".

VOTING

Holders are entitled to a full vote for each Security held on all matters to
be voted on by holders and are not able to cumulate their votes in the election
of Trustees. The Trustees of the Trust have been selected initially by Goldman
Sachs, as the initial holder of Securities of the Trust. The Trust intends to
hold annual meetings as required by the rules of the NYSE. The Trustees may call
special meetings of holders for action by holder vote as may be required by
either the Investment Company Act or the Amended and Restated Trust Agreement.
The holders have the right, upon the declaration in writing or vote of more than
two-thirds of the outstanding Securities, to remove a Trustee. The Trustees will
call a meeting of holders to vote on the removal of a Trustee upon the written
request of the holders of record of 10% of the Securities or to vote on other
matters upon the written request of the holders of record of 51% of the
Securities (unless substantially the same matter was voted on during the
previous 12 months). The Trustees will establish, and notify the holders in
writing of, the record date for each such meeting. The Record Date must be not
less than 10 nor more than 50 days before the meeting date. Holders at the close
of business on the record date will be entitled to vote at the meeting. The
Trust will also assist in communications with other holders as required by the
Investment Company Act.

In calculating the net asset value of the Trust as required by the
Investment Company Act, the Amended and Restated Trust Agreement provides that
(i) the Treasury Securities will be valued at the mean between the last current
bid and asked prices or, if quotations are not available, as determined in good
faith by the Trustees, (ii) short-term investments having a maturity of 60 days
or less will be valued at cost with accrued interest or discount earned included
in interest receivable and (iii) the Contracts will be valued on the basis of
the bid price received by the Trust for the Contracts, or any portion of the
Contracts covering not less than 1,000 shares, from an independent broker-dealer
firm unaffiliated with the Trust to be named by the Trustees who is in the
business of making bids on financial instruments similar to the Contracts and
with comparable terms, or if such a bid quotation is not available, as
determined in good faith by the Trustee.

<PAGE>

BOOK-ENTRY-ONLY ISSUANCE

The Depository Trust Company ("DTC") will act as securities depository for
the Securities. The information in this section concerning DTC and DTC's
book-entry system is based upon information obtained from DTC. The Securities
offered hereby will be issued only as fully-registered securities registered in
the name of Cede & Co. (as nominee for DTC). One or more fully-registered global
Security certificates will be issued, representing in the aggregate the total
number of Securities, and will be deposited with DTC.

DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants ("Participants") deposit with DTC. DTC
also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, eliminating the need
for physical movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations ("Direct Participants"). Access to the DTC
system is also available to others such as securities brokers and dealers, banks
and trust companies that clear through or maintain a custodial relationship with
a Direct Participant, either directly or indirectly ("Indirect Participants").

Purchases of Securities within the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of a Security
("Beneficial Owner") is in turn to be recorded on the Direct or Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchases, but Beneficial Owners are expected to receive
written confirmations providing details of the transactions, as well as periodic
statements of their holdings, from the Direct or Indirect Participants through
which the Beneficial Owners purchased Securities. Transfers of ownership
interests in Securities are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Securities,
except upon a resignation of DTC.

DTC has no knowledge of the actual Beneficial Owners of the Securities;
DTC's records reflect only the identity of the Direct Participants to whose
accounts those Securities are credited, which may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping account of their
holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

Payments on the Securities will be made to DTC. DTC's practice is to credit
Direct Participants' accounts on the relevant payment date in accordance with
their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payments on that payment date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices and will be the responsibility of that Participant and not
of DTC or the Trust, subject to any statutory or regulatory requirements as may
be in effect from time to time. Payment of dividends to DTC is the
responsibility of the Trust, disbursement of those payments to Direct
Participants is the responsibility of DTC, and disbursement of those payments to
the Beneficial Owners is the responsibility of Direct and Indirect Participants.

<PAGE>

Except as provided herein, a Beneficial Owner of an interest in a global
Security will not be entitled to receive physical delivery of Securities.
Accordingly, each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Securities.

DTC may discontinue providing its services as securities depository with
respect to the Securities at any time by giving reasonable notice to the Trust.
Under those circumstances, if a successor securities depository is not obtained,
certificates representing the Securities will be printed and delivered.

RISK FACTORS

INTERNAL MANAGEMENT; NO PORTFOLIO MANAGEMENT AND NO CHANGE IN ASSETS

The Trust will not be managed like a typical closed-end investment company.
The Trust will be internally managed by its Trustees and will not have any
separate investment adviser.

The Trust will not dispose of the Contracts even if the price of the Common
Stock falls significantly or the financial condition of the Company suffers (or
if, after a Reorganization Event, comparable developments occur affecting any
Marketable Securities or the issuer of those Marketable Securities).

Similarly, the U.S. Treasury securities held by the Trust may not be
disposed of before the earlier of their respective maturities and the
termination of the Trust, even if their value falls significantly.

LIMITED OPPORTUNITY FOR INCREASE IN VALUE; RISK OF DEPRECIATION IN COMMON STOCK

Because the Contracts allow the Sellers to deliver less than a full share of
Common Stock for each outstanding Security if the Average Market Price exceeds
the Initial Price, the Securities have more limited appreciation potential than
the Common Stock. If the price of Common Stock rises, a holder of a Security
will not receive all of this increase in value. Holders will not receive any of
this increase if the average market price of the Common Stock at the Exchange
Date is below $______. Holders will receive only ____% of any increase in the
value of the Common Stock over $____. On the other hand, holders of Securities
will suffer any fall in the value of the Common Stock. The value of the Common
Stock to be received by holders on the Exchange Date (and any cash received in
lieu of those shares) may be less than the amount paid for the Securities.
Furthermore, the Securities may trade below the value of the Common Stock if the
Common Stock appreciates in value.

FIXED RATE OF DISTRIBUTIONS

The distributions on the Securities will be of a fixed rate for the entire
term of the Trust. If the dividend on the Common Stock is raised, distributions
on the Securities may be lower than the dividends paid on the Common Stock.

DILUTION ADJUSTMENTS

The number of shares of Common Stock that holders are entitled to receive at
the termination of the Trust will be adjusted for certain events arising from
stock splits and combinations, stock dividends and certain other actions of the
Company that modify its capital structure. See "Investment Objective and
Policies--The Contracts--Dilution Adjustments". The number of shares to be
received by holders may not be adjusted for other events, such as offerings of
Common Stock for cash or in connection with acquisitions, that may adversely
affect the price of the Common Stock and, because of the relationship of the
amount to be received pursuant to the

<PAGE>

Contracts to the price of the Common Stock, these other events may adversely
affect the trading price of the Securities. There can be no assurance that the
Company will not take any of the foregoing actions, or that it will not make
offerings of, or that major shareholders will not sell any, Common Stock in the
future, or as to the amount of any such offerings or sales.

NON-DIVERSIFIED STATUS

The Trust is considered non-diversified under the Investment Company Act,
which means that the Trust is not limited in the proportion of its assets that
may be invested in the obligations of a single issuer. The only assets held by
the Trust will be the U.S. Treasury securities and the Contracts. As a result,
an investment in the Trust will be riskier than an investment in an investment
company with diversified investments.

TRADING VALUE AFFECTED BY COMMON STOCK PRICE AND OTHER FACTORS

The Trust is a newly organized closed-end investment company with no
previous operating history and the Securities are innovative securities. It is
not possible to predict how the Securities will trade in the secondary market.

The trading prices of the Securities in the secondary market will be
directly affected by the trading prices of the Common Stock in the secondary
market. The trading prices of the Common Stock may fluctuate, due to changes in
the Company's financial condition, results of operations or prospects, or
because of complex and interrelated political, economic, financial and other
factors that can affect the capital markets generally, the stock exchanges or
quotation systems on which the Common Stock is traded and the market segment of
which the Company is a part. The trading price of the Securities may also
fluctuate due to, among other things, fluctuations in interest rates and other
factors that are difficult to predict and beyond the Trust's control. The Trust
believes, however, that because of the yield on the Securities and the formula
for determining the number of shares of Common Stock to be delivered on the
Exchange Date, the Securities will tend to trade at a premium to the market
value of the Common Stock to the extent the Common Stock price falls and at a
discount to the market value of the Common Stock to the extent the Common Stock
price rises. There can, however, be no assurance that the Securities will trade
at a premium to the market value of the Common Stock.

Shares of closed-end investment companies frequently trade at a discount
from net asset value. This characteristic of investments in a closed-end
investment company is a risk separate and distinct from the risk that the
Trust's net asset value will fall. The Trust cannot predict whether its shares
will trade at, below or above net asset value. The risk of purchasing
investments in a closed-end investment company that might trade at a discount
may be greater for investors who wish to sell their investments soon after
completion of an initial public offering because for those investors,
realization of a gain or loss on their investments is likely to be more
dependent upon the existence of a premium or discount than upon portfolio
performance.

LIMITED TRADING MARKET FOR SECURITIES

Goldman Sachs currently intends, but is not obligated, to make a market in
the Securities. There can be no assurance that a secondary market will develop
or, if a secondary market does develop, that it will provide the holders with
liquidity of investment or that it will continue for the life of the Securities.
Goldman Sachs may cease to make a market in the Securities at any time without
notice. Application will be made to list the Securities on the NYSE. Assuming
the acceptance of that application, there can be no assurance that the
Securities will not later be delisted or that trading in the Securities on the
NYSE will not be suspended. If the Securities are delisted or suspended from
trading on that exchange, the Trust will apply for listing of the Securities on
another national securities exchange or for quotation on another trading market.
If the Securities are not listed or traded on any securities exchange or trading
market, or if trading of

<PAGE>

the Securities is suspended, pricing information for the Securities may be more
difficult to obtain, and the price and liquidity of the Securities may be
adversely affected.

SHAREHOLDER RIGHTS

Holders of the Securities will not be entitled to any rights with respect to
the Common Stock unless and until they actually receive Common Stock in exchange
for the Securities. For example, holders of Securities will not be entitled to
vote the shares of Common Stock or receive dividends.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion of the principal United States federal income tax
consequences of ownership of Securities represents the opinion of Sullivan &
Cromwell, counsel to the Trust. It deals only with Securities held as capital
assets by a holder who acquires its Securities at the issue price from an
Underwriter pursuant to the original offering, and not with special classes of
holders, such as dealers in securities or currencies, banks, life insurance
companies, persons who are not United States Holders (as defined below), persons
that hold Securities that are part of a hedging transaction, straddle or
conversion transaction, or persons whose functional currency is not the U.S.
dollar. The summary is based on the Internal Revenue Code of 1986, as amended
(the "Code"), its legislative history, existing and proposed regulations under
the Code, published rulings and court decisions, all as currently in effect and
all subject to change or different interpretation at any time, perhaps with
retroactive effect. It should be noted that the Trust has not sought a ruling
from the Internal Revenue Service with respect to the federal income tax
consequences of ownership of Securities, and the Internal Revenue Service is not
required to agree with the opinion of Sullivan & Cromwell.

Prospective purchasers of Securities should consult their own tax advisors
concerning the consequences, in their particular circumstances, under the Code
and the laws of any state, local or other taxing jurisdiction, of ownership of
Securities.

A United States Holder is a beneficial owner of Securities who or that is
(i) a citizen or resident of the United States, (ii) a domestic corporation or
(iii) otherwise subject to United States federal income taxation on a net income
basis in respect of Securities.

Holders should also be aware that there are alternative characterizations of
the assets of the Trust which could result in different federal income tax
consequences. See "Alternative Characterizations" below. While Sullivan &
Cromwell does not believe these alternative characterizations should apply for
federal income tax purposes, there can be no assurance in this regard, and
holders should consult their tax advisors concerning the risks associated with
alternative characterizations. The following discussion assumes that no such
alternative characterizations will apply.

TAX STATUS OF THE TRUST. The Trust will be treated as a grantor trust for
federal income tax purposes, and each holder will be considered the owner of its
pro rata portions of the stripped U.S. Treasury securities and the Contracts in
the Trust under the grantor trust rules of the Code. Income received by the
Trust will be treated as income of the holders in the manner set forth below.

RECOGNITION OF ORIGINAL ISSUE DISCOUNT ON THE U.S. TREASURY SECURITIES. The
U.S. Treasury securities in the Trust will consist of stripped U.S. Treasury
securities. A holder will be required to treat its pro rata portion of each U.S.
Treasury security initially acquired by the Trust as a bond that was originally
issued on the date the Trust acquired the relevant U.S. Treasury securities and
will include original issue discount in income over the life of the U.S.
Treasury securities in an amount equal to the holder's pro rata portion of the
excess of the amounts payable on those U.S. Treasury securities over the value
of the U.S. Treasury securities at the time the

<PAGE>

Trust acquires them. The amount of that excess will constitute only part of the
total amounts payable in respect of U.S. Treasury securities held by the Trust,
however. Consequently, a substantial portion of each quarterly cash distribution
to the holders will be treated as a tax-free return of the holders' investment
in the U.S. Treasury securities and will not be considered current income for
federal income tax purposes. See "Description of the Securities--Tax Treatment
of Distributions".

A holder (whether on the cash or accrual method of tax accounting) will be
required to include original issue discount (other than original issue discount
on short-term U.S. Treasury securities as defined below) in income for federal
income tax purposes as it accrues on a constant yield basis. The Trust expects
that more than 20% of the holders will be accrual basis taxpayers, in which case
original issue discount on any short-term U.S. Treasury security (i.e., any U.S.
Treasury security with a maturity of one year or less from the date it is
purchased) held by the Trust also will be required to be included in income by
the holders as it is accrued. Unless a holder elects to accrue the original
issue discount on a short-term U.S. Treasury security according to a constant
yield method based on daily compounding, that original issue discount will be
accrued on a straight-line basis.

TAX BASIS OF THE U.S. TREASURY SECURITIES AND THE CONTRACTS. A holder's
initial tax basis in the Contracts and the U.S. Treasury securities,
respectively, will equal its pro rata portion of the amounts paid for them by
the Trust. It is currently anticipated that ____% and ____% of the net proceeds
of the offering will be used by the Trust to purchase the U.S. Treasury
securities and as payments for the Contracts, respectively. A holder's tax basis
in the U.S. Treasury securities will be increased by the amounts of original
issue discount included in income in respect of U.S. Treasury securities and
decreased by each amount of cash received in respect of U.S. Treasury
securities.

TREATMENT OF THE CONTRACTS. Each holder will be treated as having entered
into a pro rata portion of the Contracts and, at the Exchange Date, as having
received a pro rata portion of the Common Stock or cash, Marketable Securities
or a combination of Common Stock, Marketable Securities and cash delivered to
the Trust.

DISTRIBUTION OF THE COMMON STOCK. The delivery of Common Stock to the Trust
pursuant to the Contracts and the Trust's distribution of Common Stock to the
holders will not be taxable to the holders. Each holder's basis in its Common
Stock will be equal to its basis in its pro rata portion of the Contracts less
the portion of that basis allocable to any fractional shares of Common Stock for
which cash is received. A holder will recognize short-term capital gain or loss
upon receipt by the Trust of cash in lieu of fractional shares of Common Stock
equal to the difference between the holder's allocable portion of the amount of
cash received and the holder's basis in those fractional shares. The holding
period for the Common Stock will begin on the day after it is acquired by the
Trust.

DISTRIBUTION OF CASH. If the Trust receives cash upon settlement of the
Contracts, a holder will recognize capital gain or loss equal to the difference
between the holder's allocable portion of the amount of cash received and the
holder's basis in the Contracts settled for cash. Any gain or loss will be
capital gain or loss which is taxable to holders as described below under "Sale
of Securities".

SALE OF SECURITIES. A holder who sells Securities will be treated as having
sold its pro rata portions of the U.S. Treasury securities and the Contracts
underlying the Securities. As a result, the holder will recognize capital gain
or loss equal to the difference between the amount realized and the holder's
aggregate tax bases in its pro rata portions of the U.S. Treasury securities and
the Contracts. Any gain or loss will be long-term capital gain or loss if the
Trust has held the relevant property for more than one year. Long-term capital
gain of an individual holder will be subject to a

<PAGE>

maximum tax rate of 28% in respect of property held for more than one year. The
maximum rate is reduced to 20% in respect of property held more than 18 months.

ALTERNATIVE CHARACTERIZATIONS. Sullivan & Cromwell believes the Contracts
should be treated for federal income tax purposes as prepaid forward contracts
for the purchase of a variable number of shares of Common Stock.

The Internal Revenue Service could conceivably seek to treat the Contracts
differently. The Internal Revenue Service might, for example, seek to treat the
cash paid to the Sellers pursuant to the Contracts as loans to the Sellers in
exchange for contingent debt obligations of the Sellers. If the Internal Revenue
Service were to prevail in making such an assertion, a holder might be required
to include original issue discount in income over the life of the Securities at
a market rate of interest for the Seller, taking account of all the relevant
facts and circumstances. In addition, a holder would be required to include
interest (rather than capital gain) in income on the Exchange Date in an amount
equal to the excess, if any, of the value of the Common Stock received on the
Exchange Date (or the proceeds from cash settlement of the Contracts) over the
aggregate of the basis of the Contracts and any interest on the Contracts
previously included in income (or might be entitled to an ordinary deduction to
the extent of interest previously included in income and not ultimately
received). The Internal Revenue Service could also conceivably take the view
that a holder should include in income the amount of cash actually received each
year on the Securities.

BACKUP WITHHOLDING AND INFORMATION REPORTING. The payments of principal and
original issue discount on the U.S. Treasury securities, and the proceeds
received from cash settlement of the Contracts or the sale of Securities may be
subject to U.S. backup withholding tax at the rate of 31% if the holder of those
Securities fails to supply an accurate taxpayer identification number or
otherwise to comply with applicable U.S. information reporting or certification
requirements. Any amounts so withheld will be allowed as a credit against that
holder's U.S. federal income tax liability and may entitle that holder to a
refund, provided that the required information is furnished to the Internal
Revenue Service.

After the end of each calendar year, the Trust will furnish to each record
holder of Securities an annual statement containing information relating to the
payments on the U.S. Treasury securities received by the Trust. The Trust will
also furnish annual information returns to each record holder of the Securities
and to the Internal Revenue Service.

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the Trust
has agreed to sell the Securities to the Underwriters, and the Underwriters have
agreed to purchase the Securities from the Trust.

Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Securities offered
hereby, if any are taken.

The Underwriters propose to offer the Securities in part directly to the
public at the price to the public set forth on the cover page of this Prospectus
and in part to certain securities dealers at that price less a concession of
$____ per Security. The Underwriters may allow, and those dealers may re-allow,
a concession not more than $____ per Security to certain brokers and dealers.
After the Securities are released for sale to the public, the offering price and
other selling terms may from time to time be varied by the Underwriters. The
sales load of $__________ per Security is equal to ____% of the initial public
offering price. Investors must pay for any Securities purchased in the initial
public offering on or before June __, 1998.

<PAGE>

In connection with the offering, the Underwriters may purchase and sell the
Securities and the Common Stock in the open market. These transactions may
include over-allotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. Stabilizing
transactions consist of certain bids or purchases for the purpose of preventing
or retarding a fall in the market price of the securities or the Common Stock;
and short positions created by the Underwriters involve the sale by the
Underwriters of a greater number of Securities than they are required to
purchase from the Trust in the offering. The Underwriters also may impose a
penalty bid, whereby selling concessions allowed to syndicate members or other
broker-dealers in respect of the Securities sold in the offering may be
reclaimed by the syndicate if those securities are repurchased by the syndicate
in stabilizing or covering transactions. These activities may stabilize,
maintain or otherwise affect the market price of the Securities which may be
higher than the price that might otherwise prevail in the open market, and these
activities, if commenced, may be discontinued at any time. These transactions
may be effected on the NYSE, in the over-the-counter market or otherwise.

In light of the fact that proceeds from the sale of the Securities will be
used by the Trust to purchase the Contracts from the Sellers, the Underwriting
Agreement provides that the Sellers will pay to the Underwriters the
Underwriters' Compensation of $____ per Security.

The Trust has granted the Underwriters an option exercisable for 30 calendar
days after the date of this Prospectus to purchase up to an aggregate of _______
additional Securities solely to cover over-allotments, if any. If the
Underwriters exercise their over-allotment option, they will receive the
Underwriters' Compensation referred to above for each Security so purchased.

The Sellers and the Company have agreed that, during the period beginning
from the date of this Prospectus and continuing to and including the date 90
days after the date of this Prospectus, they will not offer, sell, contract to
sell or otherwise dispose of any Common Stock or other securities of the Company
(other than pursuant to employee stock option plans existing, or on the
conversion or exchange of convertible or exchangeable securities outstanding, on
the date of this Prospectus) which are substantially similar to the Common Stock
or which are convertible or exchangeable into Common Stock or other securities
which are substantially similar to the Common Stock, without the prior written
consent of Goldman Sachs.

The Securities will be a new issue of securities with no established trading
market. Application has been made to list the Securities on the NYSE. Goldman
Sachs has advised the Company that they intend to make a market in the
Securities, but they are not obligated to do so and may discontinue market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for the Securities.

Goldman Sachs has informed the Trust that it will not confirm sales to any
accounts over which it exercises discretionary authority without specific
written approval of those transactions by the customer.

The Company and the Sellers have agreed to indemnify the Underwriters
against certain liabilities, including certain liabilities under the Securities
Act of 1933.

<PAGE>

One Security has been subscribed for by Goldman Sachs at an aggregate
purchase price of $100.00. No Securities will be sold to the public until the
Securities subscribed for have been purchased and the purchase price of the
Securities paid in full to the Trust.

VALIDITY OF SECURITIES

The validity of the Securities will be passed upon for the Trust by Sullivan
& Cromwell, New York, New York, and for the Underwriters by Fried, Frank,
Harris, Shriver & Jacobson (a partnership including professional corporations),
New York, New York.

EXPERTS

The financial statement included in this Prospectus has been audited by
_______________, independent accountants, as stated in their opinion appearing
herein, and has been so included in reliance upon that opinion given upon the
authority of that firm as experts in accounting and auditing.

FURTHER INFORMATION

The Trust has filed with the Securities and Exchange Commission, Washington,
D.C. 20549, a Registration Statement under the Securities Act of 1933, as
amended, with respect to the Securities offered hereby. More information
concerning the Securities and the Trust may be found in the Registration
Statement of which this Prospectus constitutes a part. The Registration
Statement may be inspected without charge at the Commission's office in
Washington, D.C., and copies of all or any part of the Registration Statement
may be obtained from that office after payment of the fees prescribed by the
Commission. The Registration Statement is also available on the Commission's
website (http://www.sec.gov).

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Securityholders of
Sixth Automatic Common Exchange Security Trust:

We have audited the accompanying statement of assets and liabilities of
Sixth Automatic Common Exchange Security Trust as of June __, 1998. 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 and liabilities 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 Sixth Automatic Common
Exchange Security Trust, as of June __, 1998 in conformity with generally
accepted accounting principles.

New York, New York
June __, 1998

<PAGE>

SIXTH AUTOMATIC COMMON EXCHANGE SECURITY TRUST
STATEMENT OF ASSETS AND LIABILITIES
JUNE __, 1998

ASSETS

Cash..................................................................$ 100
-------
Total assets..................... ....................................$ 100
========

LIABILITIES

......................................................................$ 0
-------
NET ASSETS
Balance applicable to 1 Security outstanding..........................$ 100
-------
Net asset value per Security..........................................$ 100
=======

- ---------------------------

(1) Sixth Automatic Common Exchange Security Trust (the "Trust") was established
on June __, 1998 and has had no operations to date 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. Costs incurred in connection with the organization of the Trust will
be paid by the Underwriters.

(2) The Trust proposes to sell Trust Automatic Common Exchange Securities (the
"Securities") to the public pursuant to a Registration Statement on Form N-2
under the Securities Act of 1933, as amended, and the Investment Company Act
of 1940, as amended.

The Trust is a newly organized, finite-term trust established to purchase
and hold a portfolio of stripped U.S. treasury securities and a forward
purchase contract with existing shareholders of [Company] relating to the
Common Stock of [Company]. The Trust will be internally managed and will
not have an investment adviser. The administration of the Trust, which will
be overseen by the trustees, will be carried out by ____________________ as
trust administrator. ____________________ will also serve as custodian,
paying agent, registrar and transfer agent with respect to the Securities.
Ongoing fees and anticipated expenses for the term of the Trust will be
paid for by ____________________.

(3) The Trust issued one Security on June __, 1998 to Goldman, Sachs & Co. in
consideration for the aggregate purchase price of $100.

The Amended and Restated Trust Agreement provides that before the offering,
the Trust will split the outstanding Security to be effected on the date
that the price and underwriting discount of the Securities being offered to
the public is determined, but before the sale of the Securities to Goldman,
Sachs & Co. The initial Security will be split into the smallest whole
number of Securities that would result in the per Security amount recorded
as shareholders' equity after effecting the split not exceeding the Public
Offering price per Security.

<PAGE>

GLOSSARY

"Administration Agreement" means the Administration Agreement between the
Trust and The Chase Manhattan Bank, as Trust Administrator.

"Administrator" means The Chase Manhattan Bank (or its successor) in its
capacity as Trust Administrator under the Administration Agreement.

"Amended and Restated Trust Agreement" means the trust agreement dated as of
June __, 1998 pursuant to which the Trust was formed, as amended and restated as
of June __, 1998.

"Appreciation Threshold Price" means $_______.

"Average Market Price" per share of Common Stock on any date means the
average Closing Price per share of Common Stock for the 20 Trading Days
immediately before, but not including, that date.

"Beneficial Owner" means an actual purchaser of a Security, which will not
receive written confirmation from DTC of their purchases of Securities but which
are expected to receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings, from the Direct
or Indirect Participants through which the Beneficial Owners purchased
Securities.

"Calculation Period" means any period of Trading Days for which an average
security price must be determined pursuant to the Contracts.

"Cash Delivery Obligations" means, for any Seller after a Reorganization
Event, the Transaction Value of any consideration other than Marketable
Securities received by that Seller in exchange for the maximum number of shares
covered by its Contract at the time of the Reorganization Event.

"Cash Settlement Alternative" means the provision of each Contract that
permits the Seller to elect to pay cash upon settlement of that Contract in an
amount equal to the then Average Market Price of the number of shares of Common
Stock determined pursuant to the definition of "Exchange Rate".

"Closing Price" of the Common Stock on any date of determination means the
daily closing sale price (or, if no closing sale price is reported, the last
reported sale price) of the Common Stock as reported on the NYSE Consolidated
Tape on that date of determination or, if the Common Stock is not listed for
trading on the NYSE on any such date, as reported in the composite transactions
for the principal United States securities exchange on which the Common Stock is
so listed, or if the Common Stock is not so listed on a United States national
or regional securities exchange, as reported by The NASDAQ National Market or,
if the Common Stock is not so reported, the last quoted bid price for the Common
Stock in the over-the-counter market as reported by the National Quotation
Bureau or similar organization, provided that if any event that results in an
adjustment to the number of shares of Common Stock deliverable under the
Contracts as described under "--The Contracts--Dilution Adjustments" occurs
before the Exchange Date, the Closing Price as determined pursuant to the
foregoing will be appropriately adjusted to reflect the occurrence of that
event.

"Code" means the Internal Revenue Code of 1986, as amended.

"Collateral Agent" means The Chase Manhattan Bank (or its successor) in its
capacity as Collateral Agent under the Collateral Agreements.

"Collateral Agreements" means the Collateral Agreements between the Sellers
and The Chase Manhattan Bank, as Collateral Agent, securing the Sellers'
obligations under their respective Contracts.

<PAGE>

"Collateral Event of Default" under any Seller's Collateral Agreement means,
at any time, (A) if no U.S. Government obligations are pledged as substitute
collateral at or before that time, failure of the collateral to consist of at
least the maximum number of shares of Common Stock covered by that Seller's
Contract at that time (or, if a Reorganization Event has occurred at or before
that time, failure of the collateral to include the maximum number of shares of
any Marketable Securities required to be pledged as described under "Investment
Objective and Policies--The Contracts--Collateral Arrangements; Acceleration"
above); (B) if any U.S. Government obligations are pledged as substitute
collateral for shares of Common Stock (or shares of Marketable Securities
deliverable pursuant to the Contracts) at that time, failure of those U.S.
Government obligations to have a market value at that time of at least 105% of
the market price per share of Common Stock (or the then-Average Market Price per
share of those Marketable Securities, as the case may be) times the difference
between (x) the maximum number of shares of Common Stock (or shares of those
Marketable Securities) covered by that Contract at that time and (y) the number
of shares of Common Stock (or shares of those Marketable Securities) pledged as
collateral at that time; and (C) at any time after a Reorganization Event in
which consideration other than Marketable Securities has been delivered, failure
of any U.S. Government obligations pledged as collateral for Cash Delivery
Obligations to have a market value at that time of at least 105% of those Cash
Delivery Obligations, if that failure is not cured within one business day after
notice of that failure is delivered to that Seller.

"Common Stock" means the Common Stock, par value $__ per share, of the
Company.

"Company" means [Company], a ___________ corporation.

"Company Prospectus" means the prospectus of the Company, dated June __,
1998 (pages A-1 through A-23 hereof), which describes the Company and the shares
of Common Stock deliverable to the holders upon mandatory exchange of the
Securities on the Exchange Date.

"Company Successor" means a surviving entity or subsequent entity of the
Company.

"Contracts" means the forward purchase contracts between the Sellers and the
Trust relating to the Common Stock.

"Custodian" means The Chase Manhattan Bank (or its successor) in its
capacity as Custodian under the Custodian Agreement.

"Custodian Agreement" means the Custodian Agreement between the Trust and
The Chase Manhattan Bank, as Custodian.

"Defaulting Seller" means a Seller with respect to which a Collateral Event
of Default has occurred under that Seller's Collateral Agreement or that is the
subject of a bankruptcy or insolvency.

"Direct Participants" means Participants of DTC, including brokers and
dealers, banks, trust companies, clearing corporation and certain other
organizations, that are direct Participants of DTC.

"DTC" means The Depository Trust Company.

"Excess Purchase Payment" means the excess, if any, of (i) the cash and the
value (as determined by a nationally recognized independent investment banking
firm retained for this purpose by the Administrator, whose determination will be
conclusive) of all other consideration paid by the Company with respect to one
share of Common Stock acquired in a tender offer or exchange offer by the
Company over (ii) the Then-Current Market Price per share of Common Stock.

"Exchange Date" means June __, 2001.

<PAGE>

"Exchange Rate" means the rate of exchange of Common Stock for Securities on
the Exchange Date, and will be determined as follows (adjusted in certain
events):

o if the Average Market Price is less than the Appreciation Threshold Price
but equal to or greater than the Initial Price, the Exchange Rate will be
the number of shares of Common Stock having a value (determined at the
Average Market Price) equal to the Initial Price;

o if the Average Market Price is equal to or greater than the Appreciation
Threshold Price, the Exchange Rate will be 0.____ shares of Common Stock;
and

o if the Average Market Price is less than the Initial Price, the Exchange
Rate will be one share of Common Stock.

"Excluded Distribution" means any Permitted Dividend, any cash distributed
in consideration of fractional shares of Common Stock and any cash distributed
in a Reorganization Event.

"holders" means the registered holders of the Securities.

"Indirect Participants" means Participants of DTC, such as securities
brokers and dealers, banks and trust companies, that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly.

"Initial Price" means $_______.

"Insufficiency Determination" means a determination by the Collateral Agent
that U.S. Government obligations pledged by any Seller as substitute collateral
fails to meet the requirements described under "Investment Objective and
Policies--The Contracts--Collateral Arrangements; Acceleration" above at any
valuation, or that that Seller has failed to pledge additional collateral
required as a result of a dilution adjustment increasing the maximum number of
shares of Common Stock or shares of Marketable Securities covered by that
Seller's Contract.

"Investment Company Act" means the Investment Company Act of 1940, as
amended.

"majority of the Trust's outstanding Securities" means the lesser of (i) 67%
of the Securities represented at a meeting at which more than 50% of the
outstanding Securities are represented, and (ii) more than 50% of the
outstanding Securities.

"Managing Trustee" means the Trustee of the Trust designated to serve as
Managing Trustee.

"Marketable Securities" means any common equity securities (whether voting
or non-voting) listed on a U.S. national securities exchange or reported by The
NASDAQ National Market.

"NYSE" means the New York Stock Exchange.

"Participants" means participants of DTC.

"Paying Agent" means ChaseMellon Shareholder Services, L.L.C. (or its
successor) in its capacity as transfer agent, registrar and Paying Agent under
the Paying Agent Agreement.

"Paying Agent Agreement" means the Paying Agent Agreement between the Trust
and ChaseMellon Shareholder Services, L.L.C., as transfer agent, registrar and
Paying Agent.

"Permitted Dividend" means any quarterly cash dividend on the Common Stock,
other than a quarterly cash dividend that exceeds the immediately preceding
quarterly cash dividend, and then only

<PAGE>

to the extent that the per share amount of that dividend results in an
annualized dividend yield on the Common Stock of more than 12.5%.

"Pricing Date" means the date that a Rollover Offering is priced.

"Reorganization Event" means (A) any consolidation or merger of the Company,
or any Company Successor, with or into another entity (other than a merger or
consolidation in which the Company is the continuing corporation and in which
the Common Stock outstanding immediately before the merger or consolidation is
not exchanged for cash, securities or other property of the Company or another
corporation), (B) any sale, transfer, lease or conveyance to another corporation
of the property of the Company or any Company Successor as an entirety or
substantially as an entirety, (C) any statutory exchange of securities of the
Company or any Company Successor with another corporation (other than in
connection with a merger or acquisition) or (D) any liquidation, dissolution or
winding up of the Company or any Company Successor.

"SEC" means the Securities and Exchange Commission.

"Securities" means the $_____ Trust Automatic Common Exchange Securities of
the Trust.

"Sellers" means [list Selling Stockholders].

"Then-Current Market Price" of the Common Stock means the average
Closing Price per share of Common Stock for a Calculation Period of five Trading
Days immediately before the time that adjustment is effected (or, in the case of
an adjustment effected at the opening of business on the business day after a
record date, immediately before the earlier of the time that adjustment is
effected and the related "ex-date" on which the shares of Common Stock first
trade regular way on their principal market without the right to receive the
relevant dividend, distribution or issuance); provided that if no Closing Price
for the Common Stock is determined for one or more (but not all) of such Trading
Days, such Trading Days will be disregarded in the calculation of the
Then-Current Market Price (but no additional Trading Days will be added to the
Calculation Period). If no Closing Price for the Common Stock is determined for
any of such Trading Days, the most recently available Closing Price for the
Common Stock before those five Trading Days will be the Then-Current Market
Price.

"Trading Day" means a day on which the Common Stock (A) is not suspended
from trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (B) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of that
security.

"Transaction Value" means (i) for any cash received in a Reorganization
Event, the amount of cash received per share of Common Stock, (ii) for any
property other than cash or Marketable Securities received in any such
Reorganization Event, an amount equal to the market value on the date the
Reorganization Event is consummated of such property received per share of
Common Stock as determined by a nationally recognized independent investment
banking firm retained for this purpose by the Administrator and (iii) for any
Marketable Securities received in a Reorganization Event, an amount equal to the
average Closing Price per share of those securities on the 20 Trading Days
immediately before the Exchange Date multiplied by the number of those
securities received for each share of Common Stock; provided that if no Closing
Price for those Marketable Securities is determined for one or more (but not
all) of those Trading Days, those Trading Days will be disregarded in the
calculation of that average Closing Price (but no additional Trading Days will
be added to the Calculation Period). If no Closing Price for the Marketable
Securities is determined for all those Trading Days, the calculation in the
preceding clause (iii) will be based on the most recently available Closing
Price for the Marketable Securities before those 20 Trading Days. The number of
shares of Marketable Securities included in the calculation of Transaction Value
for purposes of the preceding clause (iii) will be adjusted if a dilution event
of the type described above occurs with respect to the issuer of the Marketable
Securities between the time of the Reorganization Event and

<PAGE>

the Exchange Date. For purposes of determining the Transaction Value, the terms
"Trading Day" and "Closing Price" will have the same meanings, as applied to
those Marketable Securities, as these terms have as applied to the Common Stock
for purposes of determining the Average Market Price.

"Trust" means the Sixth Automatic Common Exchange Security Trust.

"Trustees" means the three trustees who will internally manage the Trust.

"Underwriters" means Goldman, Sachs & Co., the Underwriters of the
Securities.

"Underwriters' Compensation" means the compensation of $____ per Security
payable to the Underwriters by the Sellers pursuant to the Underwriting
Agreement.

"United States Holders" means a beneficial owner of Securities who or that
is (i) a citizen or resident of the United States, (ii) a domestic corporation
or (iii) otherwise covered by United States federal income taxation on a net
income basis in respect of Securities.

<PAGE>

<TABLE>
<S> <C>
================================================== ==================================================

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF ___________ Shares
GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF SIXTH AUTOMATIC
ANY OFFER TO BUY ANY SECURITIES OTHER THAN THE COMMON EXCHANGE
SECURITIES TO WHICH IT RELATES OR ANY OFFER TO SECURITY TRUST
SELL OR THE SOLICITATION OF ANY OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH
OFFER OR SOLICITATION IS UNLAWFUL.

-------------- $____ TRUST AUTOMATIC COMMON
EXCHANGE SECURITIES
(TRACES(TM)/(SM))
TABLE OF CONTENTS
PAGE
Prospectus Summary........................... 2
The Trust................................... 8
Use of Proceeds............................. 10
Investment Objective and Policies........... 11
Description of the Securities............... 21 ------------------------
Risk Factors................................ 24 PROSPECTUS
Certain Federal Income Tax Considerations... 26 -------------------------
Underwriting................................ 28
Validity of Securities...................... 30
Experts..................................... 30
Further Information......................... 30
Report of Independent Accountants........... 31
Statement of Assets and Liabilities......... 32
Glossary.................................... 33 GOLDMAN,SACHS & CO.
Appendix A: Prospectus of [Company]......... A-1

-------------------------

UNTIL ________, 1998 (25 DAYS AFTER THE DATE
OF THIS PROSPECTUS) ALL DEALERS THAT EFFECT
TRANSACTIONS IN THE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO
THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

================================================== ==================================================

</TABLE>

<PAGE>

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements
Part A -- Report of Independent Accountants.
Statement of Assets and Liabilities.
Part B -- None.

(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*
2.r Financial Data Schedule*

- ---------------------------

* To be Filed by Amendment.

ITEM 25. MARKETING ARRANGEMENTS

See the Form of Underwriting Agreement to be filed as Exhibit 2.h to this
Registration Statement.

ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this Registration Statement:

Registration fees................................................ $
New York Stock Exchange listing fee..............................
Printing (other than certificates)...............................
Fees and expenses of qualification under state securities
laws (excluding fees of counsel)...............................
Accounting fees and expenses.....................................
Legal fees and expenses..........................................
NASD fees........................................................
Miscellaneous....................................................
Total............................................................ $
======

C-1

<PAGE>

ITEM 27. PERSON CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Before June __, 1998 the Trust had no existence. As of the effective date,
the Trust will have entered into a Subscription Agreement for one Security with
Goldman, Sachs & Co. and an Underwriting Agreement with respect to _________
Securities with Goldman, Sachs & Co.

ITEM 28. NUMBER OF HOLDERS OF SECURITIES

NUMBER OF
TITLE OF CLASS RECORD HOLDERS
- -------------- --------------
Trust Automatic Common Exchange Securities................ 1

ITEM 29. INDEMNIFICATION

The Underwriting Agreement, to be filed as Exhibit 2.h to this Registration
Statement, provides for indemnification to the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act").

The Amended and Restated Trust Agreement filed as Exhibit 2.a.(ii) to this
Registration Statement provides for indemnification to each Trustee against any
claim or liability incurred in acting as Trustee of the Trust, except in the
case of willful misfeasance, bad faith, gross negligence or reckless disregard
of the Trustee's duties. The Custodian Agreement, Administration Agreement and
Paying Agent Agreement filed as Exhibits 2.j, 2.k.(i) and 2.k.(iii) to this
Registration Statement provide for indemnification to the Custodian,
Administrator and Paying Agent against any loss or expense incurred in the
performance of their obligations under the respective agreements, unless such
loss or expense is due to willful misfeasance, bad faith, gross negligence or
reckless disregard of their obligations. The Fund Indemnity Agreement filed as
Exhibit 2.k.(vi) to this Registration Statement provides that Goldman Sachs will
indemnify the Trust for certain indemnification expenses incurred under the
Amended and Restated Trust Agreement, the Custodian Agreement, the
Administration Agreement and the Paying Agent Agreement.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a trustee, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Not Applicable.

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS

The Trust's accounts, books and other documents are currently located at the
offices of the Registrant, c/o Goldman, Sachs & Co., 85 Broad Street, New York,
New York 10004 and at the offices of ___________________, _______________, the
Registrant's Administrator, Custodian, paying agent, transfer agent and
registrar.

C-2

<PAGE>

ITEM 32. MANAGEMENT SERVICES

Not applicable.

ITEM 33. UNDERTAKINGS

(a) The Registrant hereby undertakes to suspend offering of its units until
it amends its prospectus if (1) subsequent to the effective date of its
Registration Statement, the net asset value falls more than 10 percent from its
net asset value as of the effective date of the Registration Statement or (2)
the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.

(b) The Registrant hereby undertakes that (i) for the purpose of determining
any liability under the Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the Registrant under Rule
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective; (ii) for the purpose of
determining any liability under the Securities Act, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial bona
fide offering thereof.

C-3

<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 17th day of June,
1998.

SIXTH 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, June 17, 1998
- --------------------------- Principal Financial Officer,
Paul S. Efron Principal Accounting Officer and
Trustee

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EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ----------
<S> <C> <C>

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*
2.r Financial Data Schedule*

- ---------------------------
<FN>
* To be Filed by Amendment.
</FN>
</TABLE>

EXHIBIT 2.a.(i)

TRUST AGREEMENT

This TRUST AGREEMENT, dated as of June 17, 1998, between GOLDMAN, SACHS
& CO., as sponsor (the "Sponsor") and PAUL S. EFRON, as trustee (the "Trustee").

1. The Sponsor hereby creates Sixth Automatic Common Exchange Security
Trust (the "Trust") in order that it may acquire and hold a fixed portfolio of
stripped U.S. Treasury Securities (the "Treasuries"), enter into and hold
purchase contracts with respect to common stocks chosen by the Trustee (the
"Contracts"), issue shares of beneficial interest therein ("Shares") and hold
the Trust Estate in trust for the use and benefit of all present and future
beneficial owners of Shares and otherwise carry out the terms and conditions
hereof, all for the purpose of providing periodic cash distributions and the
potential for capital appreciation for the beneficial owners of Shares. The
Trustee hereby declares that he will accept and hold the Trust Estate in trust
for the use and benefit of all present or future beneficial owners of Shares.
The Sponsor hereby deposits with the Trustee the sum of $10 to accept and hold
in trust hereunder. As used herein, "Trust Estate" means the Treasuries, the
Contracts and any monies held by the Trust from time to time.

2. The Sponsor specifically authorizes and directs the Trust to (i)
prepare a Registration Statement to be filed with the Securities and Exchange
Commission and an accompanying Prospectus to be furnished to prospective
purchasers of Shares; (ii) acquire the Treasuries as directed by the Sponsor;
(iii) enter into the Contracts; (iv) hold, invest and disburse monies as
directed by the Sponsor; and (v) adopt and amend bylaws and take any and all
other actions as necessary or advisable to carry out the purposes of the Trust.

3. Subject to the specific provisions hereof, the Trust will be managed
solely by the Trustee. The Trustee shall have fiduciary responsibility for the
safekeeping and use of all funds and assets of the Trust and shall not employ,
or permit another to employ, such funds or assets in any manner except for the
exclusive benefit of the Trust.

4. The Trustee may resign or be discharged of the trust created hereby
by executing an instrument in writing, filing the same with the Sponsor and such
resignation shall become effective immediately unless otherwise specified
therein. Prior to the issuance of

<PAGE>

Shares, any vacancy in the office of the Trustee may be filled by appointment
by the Sponsor.

5. The Trustee shall not be liable to the Trust or any beneficial owner
of Shares for any action taken or for refraining from taking any action except
in the case of willful misfeasance, bad faith, gross negligence or a willful
disregard of the duties of his office.

6. Prior to the issuance of Shares, (i) the trust created hereby shall
be revocable by the Sponsor at any time upon written notice to the Trustee, and
(ii) this Trust Agreement may be amended by the Trustee from time to time for
any purpose. This Trust Agreement and the Trust shall terminate upon the date
which is 21 years after the death of the last survivor of Joseph P. Kennedy
living on the date hereof.

7. This Trust Agreement is executed and delivered in the State of New
York, and all laws or rules of construction of the State of New York shall
govern the rights of the parties hereto and beneficial owners of Shares and the
interpretation of the provisions hereof.

8. This Trust Agreement may be executed in one or more counterparts and
when a counterpart has been executed by each party hereto all such counterparts
taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed.

GOLDMAN, SACHS & CO., as Sponsor

/s/ Goldman, Sachs & Co.
---------------------------------

PAUL S. EFRON, as Trustee

/s/ Paul S. Efron
---------------------------------
Paul S. Efron