SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
ANZ Exchangeable Preferred Trust II
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 51-6510581
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(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NO.)
c/o Puglisi & Associates 19715
850 Library Avenue -----
Suite 204 (ZIP CODE)
Newark, Delaware
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS TO BE SO NAME OF EACH EXCHANGE ON WHICH EACH CLASS
REGISTERED IS TO BE REGISTERED
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Trust Units Exchangeable for New York Stock Exchange, Inc.
Preference SharesSM ("TrUEPrSSM")
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SM Service mark of Merrill Lynch & Co., Inc.
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. |_|
Securities Act registration statement file number to which this form
relates: 333-65849 (if applicable).
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The section captioned "Description of the TrUEPrS" in the Registrant's
preliminary prospectus forming a part of the Registrant's Registration
Statement on Form N-2 (File Nos. 333-65849 and 811-09069), as amended by
Pre-Effective Amendment No.1, as further amended by Pre-Effective Amendment
No.2 (the "Registration Statement"), is incorporated herein by reference.
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ITEM 2. EXHIBITS.
The following exhibits are incorporated by reference in this
Registration Statement.
99(a) Trust Agreement of DEF Exchangeable Preferred Trust.*
99(b) Form of Second Amended and Restated Trust Agreement, by
and between ML IBK Positions, Inc., the Trustees of ANZ
Exchangeable Preferred Trust II and the Holders (as
defined therein).*
99(c) Certificate of Trust.*
99(d) Restated Certificate of Trust.*
99(e) Form of Specimen certificate for TrUEPrS (included in
Exhibit 99(b)).*
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* Incorporated herein by reference to the Registrant's Registration
Statement on Form N-2 (File Nos. 333-65849 and 811-09069).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
ANZ Exchangeable Preferred Trust II
(Registrant)
By: /s/ Donald J. Puglisi
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Donald J. Puglisi
Managing Trustee
November 16, 1998
