<PAGE> 1
As filed with the Securities and Exchange Commission on October 30, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Express Scripts Automatic Exchange Security Trust
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 11-6549149
---------------------------------------- -----------------------------------
(State of incorporation or organization) (IRS Employer Identification No.)
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
---------------------------------------- -----------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
$ Trust Issued Automatic Exchange Securities
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(c), check the following box. / /
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. /X/
Securities Act registration statement file number to which this form relates:
333-77547 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
$ Trust Issued Automatic Exchange Securities
-------------------------------------------------------------------------------
(TITLE OF CLASS)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
The title of the class of securities to be registered hereunder is
"$ Trust Issued Automatic Exchange Securities" (the "Securities"). A
description of the Securities is set forth under the caption "Description of
Securities" in the prospectus included within the Registration Statement on
Form N-2 of the Registrant filed with the Commission under the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended
(Registration Nos. 333-82331 and 811-09427) (the "Registration Statement"),
which description is incorporated herein by reference.
Item 2. Exhibits.
(a) No exhibits are being filed with the Commission.
(b) The following exhibit is being filed with The Nasdaq Stock Market,
Inc. only: Registration Statement on Form N-2.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
EXPRESS SCRIPTS AUTOMATIC EXCHANGE
SECURITY TRUST
Dated: October 30, 2000 By: /s/ Paul S. Efron
-------------------------------
Paul S. Efron
Trustee
*By: /s/ Michael Kaine
------------------------------
Name: Michael Kaine
as Attorney-in-fact