DECS TRUST VI, N-2, 1999-10-26

DECS TRUST VI
N-2, 1999-10-26

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1999
SECURITIES ACT FILE NO. 333-
INVESTMENT COMPANY ACT FILE NO. 811-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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.

[X] Registration Statement Under The Investment Company Act of 1940

[ ] Amendment No.

DECS TRUST VI

(Exact Name of Registrant as Specified in Charter)

C/O SALOMON SMITH BARNEY INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (212) 816-6000

ALAN M. RIFKIN
SALOMON SMITH BARNEY INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Name and Address of Agent for Service)

WITH COPIES TO

RAYMOND B. CHECK, ESQ.
CLEARY, GOTTLIEB, STEEN, & HAMILTON
ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10006
(212) 225-2000

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, as
amended, other than securities offered in connection with a dividend
reinvestment plan, check the following box. [ ]

CALCULATION OF REGISTRATION FEE
UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
BEING REGISTERED REGISTERED(1) PER DECS(2) PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
DECS representing shares of beneficial
interest.............................. 1,150,000 DECS $10.00 $11,500,000 $3,197
</TABLE>

(1) Includes a total of 150,000 DECS that may be issued in connection with the
exercise of an over-allotment option.

(2) 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>
DECS TRUST V

CROSS-REFERENCE SHEET
PARTS A AND B OF PROSPECTUS*

<TABLE>
<CAPTION>
ITEM
NO. CAPTION PROSPECTUS CAPTION
- --------------------- ------- ------------------
<C> <S> <C>
1. Outside Front Cover......................................... Front Cover Page

2. Inside Front and Outside Back Cover Page.................... Front Cover Page; Inside Front Cover Page

3. Fee Table and Synopsis...................................... Prospectus Summary; Fees and Expenses

4. Financial Highlights........................................ Not Applicable

5. Plan of Distribution........................................ Front Cover Page; Prospectus Summary;
Underwriting

6. Sellers Not Applicable...................................... Not Applicable

7. Use of Proceeds............................................. Use of Proceeds; Investment Objectives and
Policies

8. General Description of the Registrant....................... Front Cover Page; Prospectus Summary; The
Trust; Investment Restrictions; Investment
Objectives and Policies; Risk Factors for
DECS

9. Management.................................................. Management and Administration of the Trust

10. Capital Stock, Long-Term Debt and Other Securities; Federal
Income Tax Considerations................................... Description of DECS

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 Objectives and Policies;
Investment Restrictions

18. Management.................................................. Management and Administration of the Trust

19. Control Persons and Principal Holders of Management and
Administration of the Securities............................ Trust

20. Investment Advisory and Other Services...................... Management and Administration of the Trust

21. Brokerage Allocation and Other Practices.................... Investment Objectives and Policies
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ITEM
NO. CAPTION PROSPECTUS CAPTION
- --------------------- ------- ------------------
<C> <S> <C>
22. Tax Status.................................................. Certain United States Federal Income Tax
Considerations

23. Financial Statements........................................ Statement of Assets and Liabilities
</TABLE>

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

* 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
the N-2 Registration Statement.
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 22, 1999
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES, AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
PROSPECTUS

1,000,000 DECS
DECS TRUST VI

(SUBJECT TO EXCHANGE INTO COMMON STOCK OF )

DECS Trust VI is a recently created Delaware business trust. The DECS are
securities that represent all of the beneficial interest in the trust. When the
trust issues the DECS, it will acquire U.S. treasury securities and
prepaid forward contracts for the purchase of common
stock. For each DECS that you buy, you will receive a cash distribution of
$ on each , , and starting on , 1999 and
ending on , [2002]. Those payments will be made from the U.S.
treasury securities that the trust acquires when it issues the DECS.

The trust will hold prepaid forward contracts, each of which will
entitle the trust to receive common stock, cash or a combination
thereof from one of stockholders of . We refer to those
stockholders as the sellers. On or shortly after , [2002], each seller will
deliver, at its option, either cash or common stock or a combination
thereof to the trust. The trust will then deliver this cash or
common stock to you. Under the circumstances described in this prospectus, each
seller will have the option to deliver cash to the trust between ,
[2002] and , [2002]. After the trust has delivered to you the cash or
common stock delivered to the trust by all of the sellers, the trust
will terminate. The amount of cash or number of shares of common
stock each seller will deliver and you will receive will depend on the price of
common stock shortly before the date the seller delivers the cash or
common stock to the trust. If the price of common stock
is:

- more than $ per share, you will receive 0. shares of
common stock, or the cash equivalent, for each DECS you own.

- more than $ per share but less than or equal to $ per share, you
will receive common stock worth $ , or the cash equivalent,
for each DECS you own.

- $ per share or less, you will receive one share of common
stock, or the cash equivalent, for each DECS you own. The last reported
sale price of common stock on , 1999 was $
per share.

The trust's securities have no history of public trading. Typical closed-end
fund shares 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
decrease. The trust cannot predict whether the DECS 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 is more pronounced for investors who wish
to sell their investments soon after completion of a public offering.
------------------------

INVESTING IN THE DECS INVOLVES CERTAIN RISKS. SEE "RISK FACTORS FOR DECS"
BEGINNING ON PAGE 21.
---------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

<TABLE>
<CAPTION>
PER DECS TOTAL
<S> <C> <C>
Public Offering Price..................................... $ $
Sales Load................................................ $ $
Proceeds to the trust before expenses..................... $ $
</TABLE>

The underwriters are offering the DECS subject to various conditions. The
underwriters expect to deliver the DECS to purchasers on , 1999.
------------------------

SALOMON SMITH BARNEY

, 1999
------------------------

"DECS" is a service mark of Salomon Smith Barney Inc.
<PAGE>
You should rely only on the information contained in or incorporated by
reference in this prospectus. The trust has not authorized anyone to provide you
with different information. The trust is not making an offer of these securities
in any state where the offer is not permitted. You should not assume that the
information contained in or incorporated by reference in this prospectus is
accurate as of any date other than the date on the front of this prospectus.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
PROSPECTUS SUMMARY.......................................... 1
FEES AND EXPENSES........................................... 7
THE TRUST................................................... 8
USE OF PROCEEDS............................................. 8
INVESTMENT OBJECTIVES AND POLICIES.......................... 9
INVESTMENT RESTRICTIONS..................................... 21
RISK FACTORS FOR DECS....................................... 21
NET ASSET VALUE............................................. 25
DESCRIPTION OF THE DECS..................................... 25
MANAGEMENT AND ADMINISTRATION OF THE TRUST.................. 27
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS..... 30
UNDERWRITING................................................ 35
LEGAL MATTERS............................................... 37
EXPERTS..................................................... 37
WHERE YOU CAN FIND MORE INFORMATION......................... 37
REPORT OF INDEPENDENT ACCOUNTANTS........................... 38
STATEMENT OF ASSETS, LIABILITIES AND CAPITAL................ 39
</TABLE>

Until , 1999, all dealers that effect transactions in these
securities, whether or not participating in this securities 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 subscription.

i
<PAGE>
PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this
prospectus. This summary is not complete and does not contain all of the
information that you should consider before investing in the DECS. You should
read the entire prospectus carefully, especially the risks of investing in the
DECS discussed under "Risk Factors for DECS."

THE TRUST

DECS Trust VI is a recently created Delaware business trust. The trust will
terminate on or shortly after , [2002], which is referred to in this summary
as the "exchange date" because that is when the shares of common stock or
their value in cash are expected to be delivered under all of the prepaid
forward contracts the trust has with the sellers. In some limited circumstances,
the common stock or its value in cash may be delivered and the trust
terminated sooner than that date. In other limited circumstances, one or more
sellers who elect to deliver cash may extend the exchange date, for purposes of
their respective contracts only, to , [2003], and may subsequently accelerate
the extended exchange date if they wish. If the exchange date under any of the
sellers' contracts is extended in this way, the trust will terminate on or
shortly after the date all of the common stock or cash has been delivered
under all of the prepaid forward contracts.

THE DECS

The DECS are securities that represent all of the beneficial interest in the
trust. The underwriters named in this prospectus are offering the DECS for sale
at a price of $ per DECS, which is the same as the closing bid price of a
share of common stock on the on , 1999. The underwriters also may
purchase up to additional DECS from the trust to cover over-allotments.

PURPOSE OF THE TRUST

The trust was created to issue the DECS and to carry out the transactions
described in this prospectus. The terms of the DECS are designed to give you a
higher yield than the current dividend yield on common stock, while also
giving you the chance to share in the increased value of common stock if its
price goes up. does not currently pay dividends on its common stock and has
stated that it does not intend to do so, but in the future might pay
dividends that are higher than the distributions that you will receive from the
trust. Also, you will receive less than you paid for your DECS if the price
of common stock goes down, but you will receive only part of the increased
value if the price goes up, and then only if the price is above $ per share
shortly before the exchange date.

QUARTERLY DISTRIBUTIONS

For each DECS that you buy, you will receive a cash distribution of $ on
each , , and , starting on , 1999 and ending on
, [2002]. Those payments will be made from the U.S. treasury securities
that the trust acquires when it issues the DECS.

DISTRIBUTIONS ON THE EXCHANGE DATE

On the exchange date, you will receive between 0. and 1.0 shares of
common stock for each DECS you own. Those amounts will be adjusted if splits
its stock, pays a stock dividend, issues warrants or distributes certain types
of assets or if certain other events occur that are described in detail later in
this prospectus. Under its prepaid forward contract with the trust, each seller
has the option to deliver cash to the trust instead of shares of common
stock. If a seller decides to deliver cash, you will receive the cash value of
the common stock you would have received under that seller's contract
instead of the shares themselves. If merges into another company or
liquidates,

1
<PAGE>
you may receive shares of the other company or cash instead of common stock
on the exchange date. And if a seller defaults under its prepaid forward
contract with the trust, the obligations of that seller under its contract will
be accelerated, and the trust will immediately distribute to you the common
stock or cash received by the trust under the relevant prepaid forward contract,
plus a proportionate amount of the U.S. treasury securities then held by the
trust.

In addition, each seller may elect to deliver cash instead of all or a
portion of common stock by completing an offering of securities to refinance
the DECS. We refer to such an offering as a rollover offering. Each seller may
extend the exchange date under its prepaid forward contract to , [2003], but
only in connection with a rollover offering. If any seller completes a rollover
offering and has extended the exchange date, that seller will deliver the cash
due under its prepaid forward contract by the fifth business day after the
extended exchange date. Any sellers that have elected to extend the exchange
date to , [2003] will also have the option of later accelerating the
exchange date to between , [2002] and , [2003], in which case such
sellers will deliver the cash due under their prepaid forward contracts by the
fifth business day after the accelerated exchange date.

In addition, any seller that has extended the exchange date will deliver
cash to be distributed as an additional partial distribution for the period
beginning on , [2002] and ending on the date the seller delivers the cash
value of the common stock under its prepaid forward contract.

VOTING RIGHTS

You will not have the right to vote any common stock unless and until it
is delivered to the trust by the sellers and distributed to you by the trust.
You will have the right to vote on matters that affect the trust.

ASSETS OF THE TRUST; INVESTMENT OBJECTIVES AND POLICIES

The trust will own the following assets:

- zero-coupon U.S. treasury securities that will mature every quarter during
the term of the trust, and which will provide cash to pay the quarterly
distributions on the DECS

- a prepaid forward contract with each of the sellers under which each
relevant seller has the right to deliver common stock and/or cash to
the trust on the exchange date, which the trust will then distribute to
you

The U.S. treasury securities initially will represent approximately % of
the trust's assets and the prepaid forward contracts initially will represent
approximately %.

The trust's investment objective is to provide you with (1) a quarterly
distribution of $ per DECS over the term of the trust and (2) common
stock on the exchange date in an amount equal to:

- shares of common stock per DECS if the average price of common
stock shortly before the exchange date is more than $

- shares of common stock worth $ per DECS (the issue price of the
DECS) if the average price of common stock shortly before the exchange
date is more than $ per share but less than or equal to $ per share

- one share of common stock per DECS if the average price of common
stock shortly before the exchange date is $ or less per share

The trust will not deliver fractions of a share of common stock. If you
would receive a fraction of a share of common stock under this formula
(based on all DECS owned), you will receive cash instead.

2
<PAGE>
At the closing of the sale of the DECS, the trust will enter into prepaid
forward contracts with each of the sellers. The prepaid forward contracts will
require the sellers to deliver to the trust up to a total of shares of
common stock on the exchange date for all of the contracts together. The
purchase price for the common stock under each prepaid forward contract will
be $ per share or $ in total for all of the contracts together. The trust
will pay the sellers the purchase price for the common stock on the date the
DECS are issued.

Each seller will secure its obligations to deliver common stock to the
trust on the exchange date by pledging the stock to the trust on the date the
DECS are issued. During the term of the DECS, the sellers will have the right to
substitute U.S. treasury securities or other cash equivalents as collateral for
their pledged common stock.

Any seller electing to extend the exchange date under its contract to
, [2003] will secure its obligation to pay interest accruing during
the period beginning on , [2002] and ending on the extended (or
accelerated) exchange date by pledging U.S. treasury securities to the trust.

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

For U.S. federal income tax purposes, the trust and owners of DECS agree to
treat the owners of DECS as owning all of the beneficial interests in the U.S.
treasury securities and the prepaid forward contracts held by the trust. In
addition, the sellers, the trust and owners of DECS agree to treat a portion of
the amount invested by you as a cash deposit that will be used to satisfy your
obligation to make payment under the prepaid forward contracts for the purchase
of common stock on the exchange date. Under this treatment, if you are a
U.S. individual or taxable entity, you generally will be required to pay taxes
on only a relatively small portion of each quarterly cash distribution you
receive from the trust, which will be ordinary income. If you hold the DECS
until they mature, you will not be subject to tax on the receipt of common
stock. If you sell your DECS or receive cash on the exchange date, you will have
a capital gain or loss equal to the difference between your tax basis in the
DECS and the cash you receive. In addition, it is possible that you will have a
capital gain on a deemed exchange of a portion of your DECS during the term of
the DECS. You should refer to the section "Certain United States Federal Income
Tax Considerations" in this prospectus for more information.

A prospectus and a prospectus supplement that describe and the
common stock that you may receive are attached to this prospectus. is not
affiliated with the trust, will not receive any of the proceeds from the sale of
the DECS by the trust and will not have any obligation under the DECS or the
prepaid forward contracts between the trust and the sellers. The sellers did not
prepare, and are not responsible for, the prospectus or prospectus
supplement. The prospectus and prospectus supplement are attached to this
prospectus only for your convenience. The prospectus and prospectus
supplement are not part of this prospectus and are not incorporated by reference
into this prospectus.

MANAGEMENT AND ADMINISTRATION OF THE TRUST

The internal operations of the trust will be managed by three trustees; the
trust will not have an investment advisor. The Bank of New York (or its
successor) will act as trust administrator to carry out the day-to-day
administration of the trust, and will also be the custodian for the trust's
assets, its paying agent, registrar and transfer agent for the DECS and the
collateral agent for the sellers' pledges of common stock or U.S. treasury
securities or other cash equivalents to the trust. The Bank of New York will not
have any other affiliation with the trust.

3
<PAGE>
TERM OF THE TRUST

The trust will terminate automatically on or shortly after the date on which
the trust distributes to you the common stock or cash that the trust
receives on the exchange date under its prepaid forward contracts with the
sellers. Under most circumstances, this will be on or shortly after ,
[2002] or , [2003] if any seller has elected to extend the exchange date
under its contract.

RISK FACTORS

- The trust will not dispose of its prepaid forward contracts for
common stock during the term of the trust even if the value of common
stock declines or financial condition changes for the worse.

- During the term of the trust could start paying dividends that would
provide investors in its stock with a higher yield than you will receive
on the DECS.

- You will bear the entire risk of declines in the value of common stock
between the closing date and the exchange date. The amount of common
stock or cash that you will receive on the exchange date is not fixed, but
is based on the market price of common stock shortly before the
exchange date. If the market price of common stock declines, the stock
or cash that you receive will be less than what you paid for your DECS and
you will lose money. If becomes bankrupt or insolvent, you could lose
everything you paid for your DECS.

- You will have less opportunity for gains if the value of common stock
increases than you would have if you purchased common stock directly.
You will realize a gain only if the value of common stock increases by
approximately % between the closing date and the exchange date, and then
you will only receive % of the increase in the common stock price
above that level.

- Because the trust will determine the value of the common stock based
on its average price for 20 trading days before the exchange date, the
actual value of the stock or cash that you receive on the exchange date
may be more or less than the price of the stock on the exchange date.

- Because the trust will own only U.S. treasury securities and the prepaid
forward contracts, an investment in the DECS may be riskier than an
investment in an investment company with more diversified assets.

- The trading price of common stock will directly affect the trading
price of the DECS in the secondary market. The trading price of common
stock will be influenced by operating results and prospects, by
economic, financial and other factors and by general market conditions.

- You will not have any right to vote the common stock underlying the
DECS, to receive dividends on that stock (if any are declared) or to act
as an owner of the stock in any other way unless and until the sellers
deliver the stock to the trust under their prepaid forward contracts and
the trust distributes the stock to you.

- A bankruptcy of any of the sellers could interfere with the timing of the
delivery of shares or cash under the DECS and therefore could affect the
amount you receive.

LISTING

The trust has applied to have the DECS approved for listing on the under
the symbol " ." common stock is traded on the under the symbol
" ." The last reported sale price of common stock on , 1999 was
$ per share.

4
<PAGE>
FEES AND EXPENSES

Because the trust will use proceeds from the sale of the DECS to purchase
the forward contracts from the sellers, the sellers have agreed in the
underwriting agreement to pay to the underwriters as compensation $ per
DECS. See "Underwriting." Salomon Smith Barney Inc. will pay estimated
organization costs of the trust in the aggregate amount of $ and
estimated costs of the trust in connection with the initial registration and
public offering of the DECS in the aggregate amount of $ at the closing
of this offering. In addition, Salomon Smith Barney will pay the Administrator,
the Custodian, the Paying Agent and each Trustee at the closing of this offering
a one-time, up-front amount in respect of its ongoing fees and, in the case of
the Administrator, anticipated expenses of the trust (estimated to be $
in the aggregate) over the term of the trust. Salomon Smith Barney has agreed to
pay any on-going expenses of the trust in excess of these estimated amounts and
to reimburse the trust for any amounts it may be required to pay as
indemnification to any Trustee, the Administrator, the Custodian or the Paying
Agent. The sellers will reimburse Salomon Smith Barney for [all] expenses of the
trust and reimbursements of indemnifications paid by it. See "Management and
Administration of the Trust--Estimated Expenses."

Regulations of the Securities and Exchange Commission require the
presentation of trust expenses in the following format in order to assist
investors in understanding the costs and expenses that an investor will bear
directly or indirectly. Because the trust will not bear any ongoing fees or
expenses, investors will not bear any direct expenses. The only expenses that an
investor might be considered to bear indirectly are (a) the underwriters'
compensation payable by the sellers with respect to such investor's DECS and
(b) the ongoing expenses of the trust (including fees of the Administrator,
Custodian, Paying Agent and Trustees), estimated at $ per year in the
aggregate, which Salomon Smith Barney will pay at the closing of the offering.

<TABLE>
<S> <C>
Investor transaction expenses
Sales Load (as a percentage of offering price)............ %
Annual Expenses
Management Fees........................................... 0%
Other Expenses (after reimbursement by the sellers)*...... 0%
Total Annual Expenses*................................ 0%
</TABLE>

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

* Without this reimbursement, the trust's "total annual expenses" would be
equal to approximately % of the trust's average net assets.

SEC regulations also require that closed-end investment companies present an
illustration of cumulative expenses (both direct and indirect) that an investor
would bear. The regulations require the illustration to 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. Investors should note that the assumption
of a 5% annual return does not accurately reflect the financial terms of the
trust. See "Investment Objectives and Policies--Trust Assets." Additionally, the
trust does not permit the reinvestment of distributions.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
-------- --------
<S> <C> <C>
You would pay the following expenses (i.e., the applicable
sales load and allocable portion of ongoing expenses paid by
Salomon Smith Barney and the sellers) on a $1,000
investment, assuming a 5% annual return..................... $ $
</TABLE>

5
<PAGE>
THE TRUST

DECS Trust VI is a newly organized Delaware business trust that is
registered as a closed-end management investment company under the Investment
Company Act. The trust was formed on , 1999, pursuant to a
Declaration of Trust, dated as of , 1999. The term of the trust will
expire on or shortly after , [2002], except that the trust may be
dissolved prior to such date under certain limited circumstances. The address of
the trust is c/o Salomon Smith Barney Inc., 388 Greenwich Street, New York, New
York 10013 (telephone number: (212) 816-6000).

USE OF PROCEEDS

On or shortly after the date on which it sells the DECS, the trust will use
the proceeds of this offering to purchase a fixed portfolio comprised of a
series of zero-coupon U.S. treasury securities maturing quarterly during the
term of the trust and to pay the purchase price under each prepaid forward
contract to the relevant seller.

6
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

TRUST ASSETS

The trust's investment objectives are to provide investors with a quarterly
distribution of $ per DECS on each distribution date during the term of
the trust (representing the pro rata portion of the quarterly distributions in
respect of the maturing U.S. treasury securities held by the trust) and to
provide investors, on , [2002] or such later date not later than ,
[2003] as may be elected by one or more sellers making a Rollover Offering as
described below (in each case, the "Exchange Date" under the applicable prepaid
forward contract or contracts), a number of shares of common stock at the
Exchange Rate (as defined below) or, to the extent that one or more sellers
elects the Cash Delivery Option (as defined below), an amount in cash equal to
the Exchange Price (as defined below) thereof. On or prior to the 25th Business
Day prior to the Exchange Date, each seller will notify the trust concerning its
exercise of the Cash Delivery Option, and the trust in turn will notify The
Depository Trust Company and publish a notice in a daily newspaper of national
circulation stating whether investors will receive shares of common stock,
cash or both. See "--The Forward Contracts--General" below. "Business Day" means
any day that is not a Saturday, a Sunday or a day on which the New York Stock
Exchange or banking institutions or trust companies in The City of New York are
authorized or obligated by law or executive order to close.

The "Exchange Rate" is equal to, subject to certain adjustments,

(a) if the Exchange Price (as defined below) is greater than $
(the "Threshold Appreciation Price"), shares of common stock per
DECS;

(b) if the Exchange Price is less than or equal to the Threshold
Appreciation Price but is greater than $ (the "Initial Price"), a
fraction, equal to the Initial Price divided by the Exchange Price, of
one share of common stock per DECS; and

Accordingly, the value of the common stock to be received by investors
(or, as discussed below, the cash equivalent to be received in lieu of such
common stock) at the Exchange Date will not necessarily equal the Initial Price.
The numbers of shares of common stock per DECS specified in clauses (a),
(b) and (c) of the Exchange Rate are hereinafter referred to as the "Share
Components." Any shares of common stock delivered by the trust to investors
that are not affiliated with will be free of any transfer restrictions and the
investors will be responsible for the payment of all brokerage costs upon the
subsequent sale of such shares. Investors otherwise entitled to receive
fractional shares in respect of their aggregate holdings of DECS will receive
cash in lieu thereof. See "--Delivery of Common Stock and Reported Securities;
No Fractional Shares of Common Stock or Reported Securities" below.
Notwithstanding the foregoing, (1) in the case of certain dilution events, the
Exchange Rate will be subject to adjustment and (2) in the case of certain
adjustment events, the consideration received by investors at the Exchange Date
will be cash or Reported Securities (as defined herein) or a combination
thereof, rather than (or in addition to) shares of Common Stock. See "--The
Forward Contracts--Dilution Adjustments" and "--The Forward
Contracts--Adjustment Events" below.

The trust has adopted a fundamental policy to invest at least 65% of its
portfolio in the prepaid forward contracts. The prepaid forward contracts will
comprise approximately % of the trust's initial assets. The trust has also
adopted a fundamental policy that the trust may not dispose of the prepaid
forward contracts during the term of the trust and that the trust may not
dispose of the U.S. treasury securities held by the trust prior to the earlier
of their respective maturities and the termination of the trust except for the
partial liquidation of such treasury securities following acceleration of one or
more prepaid forward contracts as described below under "--The Treasury
Securities." These fundamental

7
<PAGE>
policies of the trust may not be changed without the vote of a "majority in
interest" of the owners of the DECS. A "majority in interest" means the lesser
of (a) 67% of the DECS represented at a meeting at which more than 50% of the
outstanding DECS are represented and (b) more than 50% of the outstanding DECS.

The "Exchange Price" under any prepaid forward contract means the average
Closing Price (as defined below) per share of common stock on the 20 Trading
Days immediately prior to (but not including) the Exchange Date thereunder;
provided, however, that if there are not 20 Trading Days (as defined below) for
the common stock occurring later than the 60th calendar day immediately prior
to, but not including, the Exchange Date, the Exchange Price will be the market
value per share of common stock as of the Exchange Date as determined by a
nationally recognized independent investment banking firm that the Administrator
retains for this purpose. The Exchange Price will be calculated in a different
manner if the relevant seller carries out a Rollover Offering (as defined
below), as described under "--Rollover Offerings." The "Closing Price" of any
security on any date of determination means:

(1) the closing sale price (or, if no closing price is reported, the last
reported sale price) of such security (regular way) on the NYSE on such
date,

(2) if such security 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 such security is so listed,

(3) if such security is not so listed on a United States national or
regional securities exchange, as reported by The Nasdaq Stock Market,

(4) if such security is not so reported, the last quoted bid price for such
security in the over-the-counter market as reported by the National
Quotation Bureau or similar organization, or

(5) if such security is not so quoted, the average of the mid-point of the
last bid and ask prices for such security from at least three nationally
recognized investment banking firms that the Administrator selects for
such purpose.

A "Trading Day" is defined as a day on which the security the Closing Price
of which is being determined (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 such security. For illustrative purposes only,
the following chart shows the number of shares of common stock or the amount
of cash that an investor would receive for each DECS at various Exchange Prices.
The chart assumes that there will be no adjustments to the Exchange Rate due to
any of the events described under "--The Forward Contracts--Dilution
Adjustments" and "--The Forward Contracts--Adjustment Events" below and that the
prepaid forward contracts will not be accelerated. There can be no assurance
that the Exchange Price will be within the range set forth below. Given the
Initial Price of $ per DECS and the Threshold Appreciation Price of
$ , an investor would receive at the Exchange Date the following number of
shares of common stock or amount of cash (if all sellers exercise the Cash
Delivery Option) per DECS:

<TABLE>
<CAPTION>
EXCHANGE PRICE OF NUMBER OF SHARES OF
COMMON STOCK COMMON STOCK AMOUNT OF CASH
- --------------------- ------------------- ---------------
<S> <C> <C>
</TABLE>

8
<PAGE>
As the foregoing chart illustrates, if at the Exchange Date, the Exchange
Price is greater than $ , the trust will be obligated to deliver
shares of common stock per DECS, resulting in an investor receiving only
percent of the appreciation in market value above $ . If at the
Exchange Date, the Exchange Price is greater than $ and less than or
equal to $ , the trust will be obligated to deliver only a fraction of a
share of common stock having a value at the Exchange Price equal to $ ,
resulting in an investor receiving none of the appreciation in market value. If
at the Exchange Date, the Exchange Price is less than or equal to $ , the
trust will be obligated to deliver one share of common stock per DECS,
regardless of the market price of such share, resulting in an investor realizing
the entire loss on the decline in market value of the common stock.

The following table sets forth information regarding the distributions to be
received on the U.S. treasury securities held by the trust, 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 on such
treasury securities with respect to an investor who acquires its DECS at the
Initial Price from the underwriters in the original offering. See "Certain
United States Federal Income Tax Considerations."

<TABLE>
<CAPTION>
ANNUAL GROSS ANNUAL INCLUSION OF
ANNUAL GROSS DISTRIBUTIONS FROM ORIGINAL ISSUE
DISTRIBUTIONS FROM TREASURY SECURITIES ANNUAL RETURN PER DISCOUNT IN INCOME
TREASURY SECURITIES PER DECS DECS PER DECS
------------------- ------------------- ----------------- -------------------
<S> <C> <C> <C> <C>
1999........................ $ $ $ $
2000........................
2001........................
2002........................
</TABLE>

The trust will pay the annual distribution of $ per DECS quarterly
on each , , and (or, if any such date is not a Business
Day, on the next succeeding Business Day), commencing , 1999. Quarterly
distributions on the DECS will consist solely of the cash received from the U.S.
treasury securities held by the trust. The trust will not be entitled to any
dividends that may be declared on the common stock.

ENHANCED YIELD; LESS POTENTIAL FOR EQUITY APPRECIATION THAN COMMON STOCK; NO
DEPRECIATION PROTECTION

The yield on the DECS is higher than the current dividend yield on the
common stock, which currently does not pay dividends. However, there is no
assurance that the yield on the DECS will be higher than the dividend yield on
the common stock over the term of the trust. In addition, the opportunity for
equity appreciation afforded by an investment in the DECS is less than the
opportunity for equity appreciation afforded by a direct investment in the
common stock because the value of the common stock to be received by owners of
the DECS at the Exchange Date (the "Amount Receivable at the Exchange Date")
will generally exceed the Initial Price only if the Exchange Price exceeds the
Threshold Appreciation Price (which represents an appreciation of % over the
Initial Price) and because investors will be entitled to receive at the Exchange
Date only % (the percentage equal to the Initial Price divided by the
Threshold Appreciation Price) of any appreciation of the value of the common
stock in excess of the Threshold Appreciation Price. Moreover, DECS investors
will bear the entire decline in value if the Exchange Price on the Exchange Date
is less than the Initial Price. Additionally, because the Exchange Price is
generally determined based on a 20 Trading Day average, the value of a share of
common stock distributed on the Exchange Date may be more or less than the
Exchange Price used to determine the Amount Receivable at the Exchange Date.

9
<PAGE>
A prospectus and prospectus supplement that describe and the common
stock that owners of DECS may receive are attached to this prospectus.

Owners of DECS will not be entitled to any rights with respect to the
common stock (including, without limitation, voting rights and rights to receive
dividends or other distributions in respect thereof) unless and until such time,
if any, as the sellers deliver shares of common stock to the trust pursuant to
the prepaid forward contracts and the trust has distributed such shares to the
owners of the DECS.

The common stock has been listed on under the symbol " " since .
The following table sets forth, for the indicated periods, the high and low
sales prices of the common stock, as reported on . has never paid cash
dividends on the common stock and has stated that it does not anticipate
paying cash dividends on the common stock in the foreseeable future. As of
, 1999, there were recordholders of the common stock. fiscal year
end is December 31.

<TABLE>
<CAPTION>
HIGH LOW
-------- --------
<S> <C> <C>
Fiscal 1999 Fourth Quarter (through , 1999).............
Fiscal 1999 Third Quarter.................................
Fiscal 1999 Second Quarter................................
Fiscal 1999 First Quarter.................................
Fiscal 1998 Fourth Quarter................................
Fiscal 1998 Third Quarter.................................
Fiscal 1998 Second Quarter................................
Fiscal 1998 First Quarter.................................
</TABLE>

is not affiliated with the trust, will not receive any of the proceeds
from the sale of the DECS by the trust and will have no obligations with respect
to the DECS or the prepaid forward contracts. This prospectus relates only to
the DECS offered hereby and does not relate to or the common stock. has
filed a registration statement with the SEC with respect to the shares of
common stock that may be delivered to the trust by the sellers, and by the trust
to the owners of DECS, at the Exchange Date or upon earlier acceleration of any
of the prepaid forward contracts. The prospectus and prospectus supplement of
constituting a part of such registration statement include information relating
to and the common stock, including certain risk factors relevant to an
investment in the common stock. The prospectus and prospectus supplement of
are being attached hereto and delivered to prospective purchasers of DECS
together with this prospectus for convenience of reference only. The
prospectus and prospectus supplement are not part of this prospectus, and are
not incorporated by reference into this prospectus. The sellers did not prepare,
and are not responsible for, the prospectus or prospectus supplement.

THE FORWARD CONTRACTS

GENERAL. The trust will enter into the prepaid forward contracts with the
sellers obligating each seller to deliver to the trust at the Exchange Date
under its prepaid forward contract a number of shares of common stock equal to
the initial number of shares of common stock subject to the prepaid forward
contract multiplied by the Exchange Rate. The Exchange Rate is equal to, subject
to adjustment as described in "--Dilution Adjustments; Adjustment Events" below,

(1) if the Exchange Price is greater than the Threshold Appreciation Price,
;

(2) if the Exchange Price is less than or equal to the Threshold
Appreciation Price but greater than the Initial Price, the Initial Price
divided by the Exchange Price; and

(3) if the Exchange Price is less than or equal to the Initial Price, one.

The purchase price under the prepaid forward contracts is equal to
$ per share of common stock and $ in total and is payable
to the sellers by the trust on the closing of

10
<PAGE>
this offering. The purchase price of the prepaid forward contracts was arrived
at by arm's length negotiations between the trust and the sellers taking into
consideration factors including the price, expected dividend level and
volatility of the common stock, current interest rates, the term of the
prepaid forward contracts, current market volatility generally, the collateral
pledged by the sellers to secure their obligations under their respective
prepaid forward contracts, the value of other similar instruments and the costs
and anticipated proceeds of the offering of the DECS. All matters relating to
the administration of the prepaid forward contracts will be the responsibility
of either the trust's Administrator or its Custodian.

Although each seller currently intends to deliver shares of common stock
at the Exchange Date, each seller may, at its option, deliver cash in lieu of
delivering all or a portion of the shares of common stock otherwise
deliverable by it on the Exchange Date (the "Cash Delivery Option"), except
where such delivery would violate applicable state law. The amount of cash
deliverable by any seller who exercises the Cash Delivery Option will be equal
to the product of the number of shares of common stock with respect to which
that seller has experienced the Cash Delivery Option on the Exchange Date
multiplied by the Exchange Price. On or prior to the 25th Business Day prior to
the Exchange Date, each seller will notify the trust concerning its exercise of
the Cash Delivery Option, and the trust in turn will notify The Depository Trust
Company and publish a notice in a daily newspaper of national circulation
stating whether the owners of DECS will receive shares of common stock or cash
or both.

EXTENSION AND ACCELERATION OF THE EXCHANGE DATE AT THE OPTION OF
SELLERS. Any seller that elects the Cash Delivery Option as to all of the
shares of common stock subject to its prepaid forward contract and is
making a Rollover Offering may extend the Exchange Date under its prepaid
forward contract to , [2003]. If a seller extends the Exchange Date, it
will not be required to deliver the cash value of the common stock under its
prepaid forward contract until , [2003]. However, once the seller extends
the Exchange Date, that seller can then accelerate the Exchange Date under its
prepaid forward contract to any date between , [2002]and , [2003].
If any seller extends or accelerates the Exchange Date under its prepaid forward
contract, the trust will receive the cash payable under that contract within
five Business Days after the extended or accelerated Exchange Date, and the
amount of cash will be calculated as of the extended or accelerated Exchange
Date.

Any seller extending the Exchange Date under its prepaid forward contract in
connection with a Rollover Offering must also deliver to the trust an additional
amount of cash on the extended or accelerated Exchange Date to be distributed as
an additional distribution to the holders of the DECS in respect of the period
between the originally scheduled Exchange Date and the Exchange Date as so
extended or accelerated. In addition, such seller will be required to pledge
treasury securities to secure its obligation to deliver cash for this additional
distribution. See "--Collateral Requirements of the Forward
Contracts--Acceleration." The amount of the additional distribution that would
be paid on the DECS would be equal to a portion of the regular quarterly
distribution on the DECS pro-rated to reflect the number of days by which the
Exchange Date is extended or accelerated and the proportion of all the common
stock covered by all of the prepaid forward contracts that are represented by
the prepaid forward contracts as to which the Exchange Date is being extended or
accelerated. For example, if the Exchange Date under all of the prepaid forward
contracts is extended to , [2003] and then accelerated to , [2002]
(i.e., two-thirds of the time between , [2002] and , [2003]), the
additional distribution would be equal to two-thirds of the regular quarterly
distribution. If only forward purchase contracts representing one-half of all of
the common stock deliverable under the DECS are the subject of the same
extension and acceleration, then the additional distribution would be equal to
one-third of the regular quarterly distribution.

If some sellers elect to extend the Exchange Date under their prepaid
forward contracts in connection with Rollover Offerings and others do not, then
the originally scheduled Exchange Date of , [2002] will remain in effect
for the sellers who do not extend, the Exchange Price under those

11
<PAGE>
sellers' prepaid forward contracts will be determined as described herein
shortly before that date, and the trust will distribute the cash and/or shares
of common stock it receives under those prepaid forward contracts to the
holders of DECS on or shortly after that date. All sellers who do extend the
Exchange Date under their prepaid forward contracts will be required to extend
to , [2003], and no seller may then accelerate the Exchange Date under
its prepaid forward contract unless all sellers who have extended their Exchange
Dates accelerate to the same date. The Exchange Price under the accelerating
sellers' prepaid forward contracts will be calculated as described below
immediately before the extended or accelerated Exchange Date, and the trust will
distribute the cash it receives under those contracts, together with the
additional cash amount described in the preceding paragraph, to holders of the
DECS on or shortly after that date. Therefore, holders of DECS may receive the
cash and/or shares to which they are entitled on two (but not more than two)
separate dates up to three months apart, and the dates and basis on which the
cash or shares to which they are entitled will not be the same for the two
distributions.

ROLLOVER OFFERINGS. Each seller has the option to deliver cash instead of
all or a portion of common stock on the Exchange Date (whether or not
extended) by completing a Rollover Offering to refinance the DECS.

The term "Rollover Offering" means a reoffering or refinancing of the DECS
effected by a seller not earlier than , [2002] by means of a completed
public offering or offerings or another similar offering (which may include one
or more exchange offers), by or on behalf of such seller. If a seller elects to
carry out a Rollover Offering, the "Exchange Price" will be the Closing Price
per share of common stock on the Trading Day immediately preceding 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.

If a seller carries out a Rollover Offering that is consummated on or before
the Exchange Date, the cash payable by the seller will be delivered to the trust
within five Business Days after the Exchange Date (which may be extended and
accelerated as described above) instead of on the Exchange Date itself.
Accordingly, owners of the DECS may not receive a portion of the cash
deliverable in exchange for the DECS until the fifth Business Day after the
Exchange Date.

The trust will notify the owners of the DECS (1) if any seller elects to
settle with cash, and whether it elects to do so in connection with a Rollover
Offering, not less than 30 days nor more than 90 days prior to the Exchange
Date, (2) if any seller elects to extend the Exchange Date, not less than
30 days nor more than 90 days prior to the Exchange Date as in effect when the
election is made, and (3) if any seller accelerates the Exchange Date in
connection with a Rollover Offering, not later than the Exchange Date as in
effect when the election is made.

DILUTION ADJUSTMENTS. The Exchange Rate is subject to adjustment if
:

(1) pays a stock dividend or makes a distribution, in either case, with
respect to common stock in shares of such stock,

(2) subdivides or splits its outstanding shares of common stock into a
greater number of shares,

(3) combines its outstanding shares of common stock into a smaller number
of shares,

(4) issues by reclassification (other than a reclassification pursuant to
clause (2), (3), (4) or (5) of the definition of Adjustment Event below)
of its shares of common stock any other equity securities of ,

(5) issues rights or warrants (other than rights to purchase common stock
pursuant to a plan for the reinvestment of dividends or interest) 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

12
<PAGE>
Market Price (as defined below) of the common stock on the Business Day
next following the record date for the determination of holders of
common stock entitled to receive such rights or warrants, or

(6) is acquired by, consolidates with or merges into any other entity in a
transaction in which the holders of common stock receive common stock
of a company that has paid dividends on such common stock at any time
during the prior twelve months.

In the case of the events referred to in clauses (1), (2), (3) and
(4) above, the Exchange Rate will be adjusted by adjusting each of the Share
Components of the Exchange Rate in effect immediately prior to such event so
that the trust will be entitled under the prepaid forward contracts to receive
at the Exchange Date the number of shares of common stock (or, in the case of
a reclassification referred to in clause (4) above, the number of other equity
securities of issued pursuant thereto) which it would have owned or been
entitled to receive immediately following such event had the Exchange Date
occurred immediately prior to such event or any record date with respect
thereto.

In the case of the event referred to in clause (5) above, the Exchange Rate
will be adjusted by multiplying each of the Share Components of the Exchange
Rate in effect on the record date for the issuance of the rights or warrants
referred to in clause (5) above, by a fraction. The numerator of this fraction
is

(A) the number of shares of common stock outstanding on the record date
for the issuance of such rights or warrants, plus

(B) the number of additional shares of common stock offered for
subscription or purchase pursuant to such rights or warrants.

The denominator of this fraction is

(x) the number of shares of common stock outstanding on the record date
for the issuance of such rights or warrants, plus

(y) the number specified in clause (B) above multiplied by the quotient of

(I) the exercise price of such rights or warrants divided by

(II) the Market Price of the common stock on the Business Day next
following the record date for the determination of holders of
common stock entitled to receive such rights or warrants.

In the case of the the event referred to in clause (6) above, the Exchange
Rate will be adjusted on the Exchange Date (but not above one share of
common stock per DECS prior to the application of all other adjustments to the
Exchange Rate or the Share Components) by adjusting the Exchange Rate so that
the trust will be entitled under the prepaid forward contracts to receive at the
Exchange Date, in addition to the number of shares otherwise deliverable,
additional shares of common stock with a Market Price as of the date of such
acquisition, consolidation or merger equal to
times the amount of dividends that would have been paid on the number of shares
of such stock received per share of common stock in connection with such
transaction, for the period from the date of such acquisition, consolidation or
merger to the Exchange Date, at the historical dividend rate for the stock
received in such transaction for the twelve months preceding the date of such
transaction (or, if the acquiring company has announced a decrease in its future
dividend rate, at such reduced rate).

To the extent that such rights or warrants expire prior to the Exchange Date
and shares of common stock are not delivered pursuant to such rights or
warrants prior to such expiration, the Exchange Rate will be readjusted to the
Exchange Rate which would then be in effect had such adjustments for the
issuance of such rights or warrants been made upon the basis of delivery of only
the number of shares of common stock actually delivered pursuant to such
rights or warrants. For

13
<PAGE>
purposes of this paragraph, dividends will be deemed to be paid as of the record
date for such dividend.

"Market Price" means, as of any date of determination, the average Closing
Price per share of common stock on the 20 Trading Days immediately prior to
(but not including) the date of determination; provided, however, that if there
are not 20 Trading Days for the common stock occurring later than the 60th
calendar day immediately prior to, but not including, such date, the Market
Price will be determined as the market value per share of common stock as of
such date as determined by a nationally recognized investment banking firm that
the Administrator retains for such purpose.

All adjustments to the Exchange Rate will be calculated to the nearest
1/10,000th of a share of common stock (or, if there is not a nearest
1/10,000th of a share, to the next higher 1/10,000th of a share). No adjustment
in the Exchange Rate will be made unless such adjustment would require an
increase or decrease of at least one percent therein; 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. If
an adjustment is made to the Exchange Rate pursuant to clauses (1), (2), (3),
(4) or (5) above, an adjustment will also be made to the Exchange Price as such
term is used throughout the definition of Exchange Rate. The required adjustment
to the Exchange Price will be made at the Exchange Date by multiplying the
Exchange Price by the cumulative number or fraction determined pursuant to the
Exchange Rate adjustment procedure described above. In the case of the
reclassification of any shares of common stock into any equity securities of
other than the common stock, such equity securities will be deemed shares of
common stock for all purposes. Each such adjustment to the Exchange Rate and
the Exchange Price will be made successively.

ADJUSTMENT EVENTS. Each of the following events are called "Adjustment
Events":

(1) any dividend or distribution by to all holders of common stock of
evidences of its indebtedness or other assets (excluding any dividends or
distributions referred to in clause (1) of the first paragraph under the
caption "--Dilution Adjustments" above, any equity securities issued
pursuant to a reclassification referred to in clause (4) of such
paragraph and any Ordinary Cash Dividends (as defined below)) or any
issuance by to all holders of common stock of rights or warrants to
subscribe for or purchase any of its securities (other than rights or
warrants referred to in clause (5) of the first paragraph under the
caption "--Dilution Adjustments" above),

(2) any consolidation or merger of with or into another entity (other than
a merger or consolidation in which is the continuing corporation and in
which the holders of common stock outstanding immediately prior to the
merger or consolidation is not exchanged for cash, securities or other
property of or another corporation),

(3) Any sale, transfer, lease or conveyance to another corporation of the
property of as an entirety or substantially as an entirety,

(4) any statutory exchange of securities of with another corporation
(other than in connection with a merger or acquisition), and

(5) any liquidation, dissolution or winding up of .

After the occurrence of any Adjustment Event, each seller will deliver at
the Exchange Date, in lieu of or (in the case of an Adjustment Event described
in clause (1) above) in addition to, shares of common stock as described
above, cash in an amount equal to

(A) if the Exchange Price is greater than the Threshold Appreciation Price,
multiplied by the Transaction Value (as defined below);

(B) if the Exchange Price is less than or equal to the Threshold
Appreciation Price but greater than the Initial Price, the product of
(x) the Initial Price divided by the Exchange Price multiplied by
(y) the Transaction Value; and

14
<PAGE>
(C) if the Exchange Price is less than or equal to the Initial Price, the
Transaction Value;

provided, however, that if the consideration received by holders of common
stock in such Adjustment Event does not and may not at the option of such
holders include Reported Securities (as defined below), then (except in the case
of an Adjustment Event solely of the type described in (1) above) (a) each
seller's delivery obligations under its prepaid forward contract will be
accelerated and promptly upon consummation of the Adjustment Event each seller
will be required to deliver cash in an amount equal to (x) if the Transaction
Value is greater than the Threshold Appreciation Price, multiplied by the
Transaction Value, (y) if the Transaction Value is less than or equal to the
Threshold Appreciation Price but greater than Initial Price, the Initial Price,
and (z) if the Transaction Value is less than or equal to the Initial Price, the
Transaction Value; (b) the Custodian will liquidate the U.S. treasury securities
acquired by the trust at closing and then held by the trust; and (c) the amount
delivered by the sellers as described in (a) above and the proceeds of such
liquidation will be distributed to the owners of the DECS.

Following an Adjustment Event, the Exchange Price, as such term is used in
the formula in the preceding paragraph and throughout the definition of Exchange
Rate, will be deemed to equal (A) if shares of common stock are outstanding at
the Exchange Date, the Exchange Price of the common stock, as adjusted
pursuant to the method described above under "--Dilution Adjustments," otherwise
zero, plus (B) the Transaction Value.

Notwithstanding the foregoing, with respect to any securities received by
holders of common stock in an Adjustment Event that

(1) are

(a) listed on a United States national securities exchange,

(b) reported on a United States national securities system subject to
last sale reporting,

(d) for which bid and ask prices are available from at least three
nationally recognized investment banking firms; and

(2) are either (x) perpetual equity securities or (y) non-perpetual equity
or debt securities with a stated maturity after the Exchange Date of the
DECS;

("Reported Securities"), each seller will, in lieu of delivering cash in respect
of such Reported Securities received in an Adjustment Event, deliver a number of
such Reported Securities with a value equal to all cash amounts that would
otherwise be deliverable in respect of Reported Securities received in such
Adjustment Event, as determined in accordance with clause (2) of the definition
of Transaction Value, unless such seller has made an election to exercise the
Cash Delivery Option or such Reported Securities have not yet been delivered to
the holders entitled thereto following such Adjustment Event or any record date
with respect thereto. If a seller delivers any Reported Securities, upon
distribution thereof by the trust to owners of DECS, each owner of a DECS will
be responsible for the payment of any and all brokerage and other transaction
costs upon the sale of such Reported Securities. If, following any Adjustment
Event, any Reported Security ceases to qualify as a Reported Security, then
(x) the seller will not deliver such Reported Security but instead will deliver
an equivalent amount of cash and (y) notwithstanding clause (2) of the
definition of Transaction Value, the Transaction Value of such Reported Security
will mean the fair market value of such Reported Security on the date such
security ceases to qualify as a Reported Security, as determined by a nationally
recognized investment banking firm that the Administrator retains for this
purpose.

Because each DECS represents the right of the owner of the DECS to receive a
pro rata portion of the common stock or other assets delivered by the sellers
pursuant to the prepaid forward

15
<PAGE>
contracts, the amount of cash and/or the kind and number of securities which the
owners of DECS are entitled to receive after an Adjustment Event will be
adjusted following the date of such Adjustment Event in the same manner and upon
the occurrence of the same type of events as described under the captions
"--Dilution Adjustments" and "--Adjustment Events" with respect to common stock
and .

For purposes of the foregoing, the term "Ordinary Cash Dividend" means, with
respect to any consecutive 365-day period, any dividend with respect to common
stock paid in cash to the extent that the amount of such dividend, together with
the total amount of all other dividends on the common stock paid in
cash during such 365-day period, does not exceed on a per share basis 10% of the
average of the Closing Prices of the common stock over such 365-day period.

The term "Transaction Value" means

(1) for any cash received in any Adjustment Event, the amount of cash
received per share of common stock,

(2) for any Reported Securities received in any Adjustment Event, an amount
equal to (x) the average Closing Price per security of such Reported
Securities on the 20 Trading Days immediately prior to (but not
including) the Exchange Date multiplied by (y) the number of such
Reported Securities (as adjusted pursuant to the methods described above
under "--Dilution Adjustments" and "--Adjustment Events") received per
share of common stock, and

(3) for any property received in any Adjustment Event other than cash or
such Reported Securities, an amount equal to the fair market value of the
property received per share of common stock on the date such property
is received, as determined by a nationally recognized investment banking
firm that the Administrator retains for this purpose;

provided, however, that in the case of clause (2),

(x) with respect to securities that are Reported Securities by virtue of
only clause (d) of the definition of Reported Securities above,
Transaction Value with respect to any such Reported Security means the
average of the mid-point of the last bid and ask prices for such Reported
Security as of the Exchange Date from each of at least three nationally
recognized investment banking firms that the Administrator retains for
such purpose multiplied by the number of such Reported Securities (as
adjusted pursuant to the methods described above under "--Dilution
Adjustments" and "--Adjustment Events") received per share of common
stock, and

(y) with respect to all other Reported Securities, if there are not 20
Trading Days for any particular Reported Security occurring after the
60th calendar day immediately prior to, but not including, the Exchange
Date, Transaction Value with respect to such Reported Security means the
market value per security of such Reported Security as of the Exchange
Date as determined by a nationally recognized investment banking firm
that the Administrator retains for such purpose multiplied by the number
of such Reported Securities (as adjusted pursuant to the methods
described above under "--Dilution Adjustments" and "--Adjustment Events")
received per share of common stock.

For purposes of calculating the Transaction Value, any cash, Reported
Securities or other property receivable in an Adjustment Event will be deemed to
have been received immediately prior to the close of business on the record date
for such Adjustment Event or, if there is no record date for such Adjustment
Event, immediately prior to the close of business on the effective date of such
Adjustment Event.

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No adjustments will be made for certain other events, such as offerings of
common stock by for cash or in connection with acquisitions. Likewise, no
adjustments will be made for any sales of common stock by the sellers.

Each seller is required under its prepaid forward contract to notify the
trust promptly upon becoming aware that an event requiring an adjustment to the
Exchange Rate or which is an Adjustment Event is pending or has occurred. The
trust will, within ten Business Days following the occurrence of an event that
requires an adjustment to the Exchange Rate or the occurrence of an Adjustment
Event (or, in either case, if the trust is not aware of such occurrence, as soon
as practicable after becoming so aware), notify each owner of DECS in writing of
the occurrence of such event including a statement in reasonable detail setting
forth the method by which the adjustment to the Exchange Rate or change in the
consideration to be received by owners of DECS following the Adjustment Event
was determined and setting forth the revised Exchange Rate or consideration, as
the case may be. However, for any adjustment to the Exchange Price, this notice
will only disclose the factor by which the Exchange Price is to be multiplied in
order to determine which clause of the Exchange Rate definition will apply at
the Exchange Date.

COLLATERAL REQUIREMENTS OF THE FORWARD CONTRACTS; ACCELERATION. Each
seller's obligations under its prepaid forward contract will be secured by a
pledge of one share of common stock for each share of common stock subject
to the prepaid forward contract (subject to adjustment in accordance with the
dilution provisions of the prepaid forward contract), pursuant to a Collateral
Agreement among the seller, the trust and The Bank of New York, as collateral
agent (the "Collateral Agent"). In addition, the obligation of any seller to pay
an additional amount in connection with the extension or acceleration of the
Exchange Date will be secured by a pledge of U.S. treasury securities (the
"Additional Government Securities").

Unless they are in default in their obligations under their respective
Collateral Agreements, the sellers under each of the prepaid forward contracts
will be permitted to substitute for the pledged shares of common stock
collateral consisting of short-term, direct obligations of the U.S. Government
or other Cash Equivalents (as defined below). Any U.S. Government obligations or
other Cash Equivalents pledged as substitute collateral for shares of common
stock must have an aggregate market value at the time of substitution and at
daily mark-to-market valuations thereafter of not less than 150% (or, from and
after any Insufficiency Determination (as defined below) that is not cured by
the close of business on the next Business Day thereafter, 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 such
obligations are being substituted. Each of the Collateral Agreements provides
that, after an Adjustment Event, the relevant seller will pledge as alternative
collateral any Reported Securities, plus cash in an amount at least equal to the
Transaction Value of any consideration other than Reported Securities, received
by it in respect of the maximum number of shares of common stock subject to
its prepaid forward contract at the time of the Adjustment Event. The number of
Reported Securities required to be pledged will be adjusted if any event
requiring a dilution adjustment under the prepaid forward contracts occurs. Each
seller will be permitted to substitute U.S. Government obligations or other Cash
Equivalents for Reported Securities or cash pledged after any Adjustment Event.
Any U.S. Government obligations or other Cash Equivalents so substituted must
have an aggregate market value at the time of substitution and at daily
mark-to-market valuations thereafter of:

(A) in the case of obligations substituted for pledged Reported Securities,
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
thereafter, as described below, 200%) of the product of the market price
per security of Reported Securities at the time of each valuation times
the number of Reported Securities for which such obligations are being
substituted; and

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(B) in the case of obligations substituted for pledged cash, not less than
105% of the amount of cash for which such obligations are being
substituted.

"Cash Equivalents" means (i) United States dollars, (ii) securities issued
or directly and fully guaranteed or insured by (a) the United States government
or any agency or instrumentality thereof (provided that the full faith and
credit of the United States is pledged in support thereof) having maturities of
not more than six months from the date of acquisition, (iii) certificates of
deposit with maturities of six months or less from the date of acquisition,
bankers' acceptances with maturities not exceeding six months and overnight bank
deposits, in each case with any domestic commercial bank having capital and
surplus in excess of $500 million and a Thompson Bank Watch Rating of "B" or
better, (iv) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clause (ii) above entered into
with any financial institution meeting the qualifications specified in
clause (iii) above, (v) commercial paper having the highest rating obtainable
from Moody's Investors Service, Inc. or Standard & Poor's Ratings Group and in
each case maturing within six months after the date of acquisition and
(vi) money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (i)-(v) of this definition.

The Collateral Agent will promptly pay over to the relevant seller any
dividends, interest, principal or other payments received by the Collateral
Agent in respect of any collateral, including any substitute collateral, unless
the seller is in default of its obligations under its Collateral Agreement, or
unless the payment of such amount to the seller would cause the seller's
collateral to become insufficient under its Collateral Agreement.

If the Collateral Agent determines (an "Insufficiency Determination") that
U.S. Government obligations or other Cash Equivalents pledged by a seller as
substitute collateral fail to meet the foregoing requirements at any valuation,
or that a 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 Reported Securities subject to its prepaid forward contract, and such
failure is not cured by the close of business on the next Business Day after
such determination, then, unless a Collateral Event of Default (as defined
below) under the relevant Collateral Agreement has occurred and is continuing,
the Collateral Agent will commence (1) sales of the collateral consisting of
U.S. Government obligations or other Cash Equivalents and (2) purchases, using
the proceeds of such sales, of shares of common stock or Reported Securities
in an amount sufficient to cause the collateral to meet the requirements under
the relevant Collateral Agreement. The Collateral Agent will discontinue such
sales and purchases if at any time a Collateral Event of Default under the
relevant Collateral Agreement has occurred and is continuing.

The occurrence of a Collateral Event of Default (as defined below) under any
seller's Collateral Agreement, or the bankruptcy or insolvency of a seller, will
cause an automatic acceleration of that seller's obligations under its prepaid
forward contract. A "Collateral Event of Default" under a Collateral Agreement
means, at any time,

(A) if no U.S. Government obligations or other Cash Equivalents are pledged
as substitute collateral at such time, failure of the collateral to
consist of at least the maximum number of shares of common stock
subject to the relevant seller's prepaid forward contract at such time
(or, if an Adjustment Event has occurred at or prior to such time,
failure of the collateral to include the amount of cash and the maximum
number of any Reported Securities required to be pledged by that seller
as described above);

(B) if any U.S. Government obligations or other Cash Equivalents are pledged
as substitute collateral for shares of common stock (or Reported
Securities) under that Collateral Agreement at such time, failure of such
U.S. Government obligations or other Cash Equivalents to have a market
value at such time of at least 105% of the market price of the

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common stock (or the then-current market price per security of Reported
Securities, as the case may be) times the difference between

(x) the maximum number of shares of common stock (or Reported
Securities) subject to the relevant seller's prepaid forward contract
at such time, and

(y) the number of shares of common stock (or Reported Securities)
pledged as collateral by that seller at such time; and

(C) if any U.S. Government obligations or other Cash Equivalents are pledged
as substitute collateral for any cash under that Collateral Agreement at
such time, failure of such U.S. Government obligations or other Cash
Equivalents to have a market value at such time of at least 105% of such
cash, if such failure is not cured within one Business Day after notice
thereof is delivered to the relevant seller.

Except as described below, upon acceleration of any seller's prepaid forward
contract, the Collateral Agent will to the extent permitted by law distribute to
the trust for distribution pro rata to investors the maximum number of shares of
common stock subject to such prepaid forward contract, in the form of the
shares of common stock then pledged by that seller, or cash generated from the
liquidation of U.S. Government obligations or other Cash Equivalents then
pledged by that seller, or a combination thereof (or, after an Adjustment Event,
in the form of Reported Securities then pledged, cash then pledged, cash
generated from the liquidation of U.S. Government obligations or other Cash
Equivalents then pledged, or a combination thereof). In addition, if by the
Exchange Date any substitute collateral has not been replaced by shares of
common stock (or, after an Adjustment Event, cash or Reported Securities)
sufficient to meet the obligations under a seller's prepaid forward contract,
the Collateral Agent will distribute to the trust for distribution pro rata to
investors the market value of the shares of common stock required to be
delivered thereunder, in the form of any shares of common stock then pledged
by that seller plus cash generated from the liquidation of U.S. Government
obligations or other Cash Equivalents then pledged by that seller (or, after an
Adjustment Event, the market value of the alternative consideration required to
be delivered thereunder, in the form of any Reported Securities then pledged,
plus any cash then pledged, plus cash generated from the liquidation of U.S.
Government obligations or other Cash Equivalents then pledged).

If upon acceleration of a seller's prepaid forward contract, that seller is
subject to a bankruptcy or similar proceeding, the Collateral Agent will to the
extent permitted by law distribute to the trust for distribution pro rata to the
investors a number of shares of common stock, in the form of the shares of
common stock then pledged by that seller, or cash generated from the liquidation
of U.S. Government obligations or other Cash Equivalents then pledged by that
seller, or a combination thereof (or, after an Adjustment Event, in the form of
Reported Securities then pledged, cash then pledged, cash generated from the
liquidation of U.S. Government obligations or other Cash Equivalents then
pledged, or a combination thereof), with an aggregate value equal to the
"Acceleration Value." The Administrator will determine the Acceleration Value on
the basis of quotations from independent dealers. Each quotation will be for an
amount that would be paid to the relevant dealer in consideration of an
agreement that would have the effect of preserving the trust's rights to receive
the number of shares of common stock (or, after an Adjustment Event, Reported
Securities, cash or a combination thereof) subject to the relevant seller's
prepaid forward contract on the Exchange Date. The Administrator will request
quotations from four nationally recognized independent dealers on or as soon as
reasonably practicable following the date of acceleration. If four quotations
are provided, the Acceleration Value will be the arithmetic mean of the two
quotations remaining after disregarding the highest and lowest quotations. If
two or three quotations are provided, the Acceleration Value will be the
arithmetic mean of such quotations. If one quotation is provided, the
Acceleration Value will be such quotation. If no quotations are provided, the
Acceleration Value will be the aggregate value of the number of shares of
common stock (or, after an Adjustment Event, Reported Securities, cash or a
combination thereof) that would be required to be delivered under the

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relevant seller's prepaid forward contract on the date of acceleration if the
Exchange Date were redefined to be the date of acceleration.

DESCRIPTION OF THE SELLERS. Specific information on the holdings of the
sellers, as required by the Securities Act of 1933, as amended (the "Securities
Act"), is included in the prospectus and prospectus supplement of attached
hereto.

THE U.S. TREASURY SECURITIES

The trust will purchase and hold a series of zero-coupon ("stripped") U.S.
treasury securities with such face amounts and maturities as will provide
investors with a quarterly distribution of $ per DECS on each
Distribution Date during the term of the trust. The trust may invest up to 35%
of its total assets in these treasury securities. If any prepaid forward
contract is accelerated, the Administrator will liquidate a proportionate amount
of the treasury securities then held in the trust and will distribute the
proceeds thereof pro rata to investors, together with proceeds from the
acceleration of the prepaid forward contract. See "--The Forward
Contracts--Collateral Requirements of the Forward Contract; Acceleration" above
and "--Trust Termination" below.

If a seller extends the Exchange Date under its prepaid forward contract, it
will be required to pledge Additional Government Securities to the trust as
collateral securing its obligation to pay the additional amount described above
under "--The Forward Contracts--Extension and Acceleration of the Exchange Date
at the Option of the Sellers."

TEMPORARY INVESTMENTS

For cash management purposes, the trust may invest the proceeds of the
treasury securities held by the trust and any other cash held by the trust in
short-term obligations of the U.S. Government maturing no later than the
Business Day preceding the next distribution date.

TRUST TERMINATION

The trust will terminate automatically on or shortly after the latest
Exchange Date or following the distribution of all trust assets to investors, if
earlier.

If all of the prepaid forward contracts are accelerated, the Administrator
will liquidate any treasury securities then held by the trust and will
distribute the proceeds thereof pro rata to the investors, together with all
shares of common stock subject to the prepaid forward contracts that are
pledged by the sellers, or cash generated from the liquidation of U.S.
Government obligations then pledged by the sellers, or a combination thereof
(or, after an Adjustment Event, in the form of Reported Securities then pledged,
cash then pledged, cash generated from the liquidation of U.S. Government
obligations then pledged, or a combination thereof) or in certain cases, the
Acceleration Value of the prepaid forward contracts. After this distribution,
the term of the trust will expire. See "--The Forward Contracts--Collateral
Requirements of the Forward Contracts; Acceleration" above.

DELIVERY OF COMMON STOCK AND REPORTED SECURITIES; NO FRACTIONAL SHARES OF
COMMON STOCK OR REPORTED SECURITIES

common stock and Reported Securities delivered under the prepaid forward
contracts at the Exchange Date are expected to be distributed by the trust to
the investors pro rata shortly after the Exchange Date, except that no
fractional shares of common stock or Reported Securities will be distributed.
If more than one DECS is surrendered at one time by the same investor, the
number of full shares of common stock or Reported Securities to be delivered
upon termination of the trust, in whole or in part, as the case may be, will be
computed on the basis of the total number of DECS so surrendered at the Exchange
Date. Instead of delivering any fractional share or security, the trust will
sell a number of shares or securities equal to the total of all fractional
shares or securities that would otherwise be delivered to investors of all DECS,
and each such investor will be entitled to receive an amount in cash equal to
the pro rata portion of the proceeds of such sale (which may be at a price lower
than the Exchange Price).

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INVESTMENT RESTRICTIONS

The trust has adopted a fundamental policy that the trust may not purchase
any securities or instruments other than the treasury securities, the prepaid
forward contracts and the common stock or other assets received pursuant to
the prepaid forward contracts and, for cash management purposes, short-term
obligations of the U.S. Government; issue any securities or instruments except
for the DECS; 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; or make loans. The trust has also adopted
a fundamental policy that the trust may not dispose of the prepaid forward
contracts during the term of the trust and (except for a partial liquidation of
U.S. treasury securities following acceleration of any prepaid forward contract
as described above under "Investment Objectives and Policies--The Treasury
Securities") the trust may not dispose of the U.S. treasury securities prior to
the earlier of their respective maturities and the termination of the trust.

RISK FACTORS FOR DECS

The DECS may trade at widely different prices before maturity depending upon
factors such as changes in the market price of the common stock and other
events that the trust cannot predict and are beyond the trust's control. The
text describes this in more detail below.

INTERNAL MANAGEMENT; NO PORTFOLIO MANAGEMENT

The internal operations of the trust will be managed by its trustees; the
trust will not have any separate investment advisor. The trust has adopted a
fundamental policy that the trust may not dispose of the prepaid forward
contracts during the term of the trust and the trust may not dispose of the
treasury securities held by the trust prior to the earlier of their maturities
and the termination of the trust, except for a partial liquidation of U.S.
treasury securities following acceleration of a prepaid forward contract. As a
result, the trust will continue to hold the prepaid forward contracts even if
there is a significant decline in the market price of the common stock or
adverse changes in the financial condition of (or, after an Adjustment Event,
comparable developments affecting any Reported Securities or the issuer of such
securities). The trust will not be managed like a typical closed-end investment
company.

COMPARISON TO OTHER SECURITIES; RELATIONSHIP TO SHARES

The DECS are different from ordinary securities because the value of the
common stock, cash or other securities you will receive on termination of the
trust may be more or less than the initial price of the DECS. If the value of a
share of common stock shortly before the exchange date is less than the price
you paid for each of your DECS, you will suffer a loss on your investment in the
DECS. If is insolvent or bankrupt when the DECS mature, you might lose your
entire investment. You take all the risk of a fall in the value of common
stock before the exchange date.

In addition, you have less opportunity to make money from an increase in the
price of common stock by investing in the DECS than by investing directly in
common stock. The value of what you receive when the trust is terminated will
be greater than the initial price of the DECS only if the value of common
stock exceeds $ per share. This is an increase of about % over the price of
common stock when the DECS were first offered for sale. In addition, you will
receive only about % of any increase in the value of common stock above $
per share.

In return, you will receive annual distributions on the DECS at a rate of
%, which is more than the historical annual dividend on common stock, which
currently pay no dividends. However, could pay dividends in the future that
are higher than the distributions that you receive from the trust.

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The trust cannot predict whether the price of a share of common stock will
rise or fall. However, the following factors may affect the trading price of
common stock:

- whether makes a profit and what its future prospects are;

- trading in the capital markets generally;

- trading on , where the common stock is traded;

- the health of the industry; and

- whether issues securities like the DECS, or or another person in the
market transfers a large amount of common stock.

As of the date of this prospectus, the sellers owned a total of shares of
common stock, of which the sellers may deliver up to shares of common
stock ( shares if the underwriters' over-allotment option is exercised in
full) to the trust at the Exchange Date.

Please refer to the attached prospectus and prospectus supplement for
information about and the common stock.

IMPACT OF THE DECS ON THE MARKET FOR THE SHARES

The trust cannot predict accurately how or whether investors will resell the
DECS and how easy it will be to resell them. Any market that develops for the
DECS is likely to influence and be influenced by the market for common stock.
For example, investors' anticipation that the sellers may deliver common stock
that represents approximately % of the currently outstanding common stock
when the DECS mature could cause the price of common stock to be unstable or
fall. The following factors could also affect the price of common stock:

- sales of common stock by investors who prefer to invest in by
investing in the DECS;

- hedging of investments in the DECS by selling common stock (called
"selling short"); and

- arbitrage trading activity between the DECS and common stock.

DILUTION OF SHARES; LACK OF STOCKHOLDER RIGHTS

The terms of the DECS include some protections so you will receive
equivalent value when the DECS mature even if splits or combines its shares,
pays stock dividends or does other similar things that change the amount of
common stock currently outstanding. However, these terms will not protect you
against all events. For example, the amount you receive when the DECS mature may
not change if offers shares for cash or in an acquisition, even if the price
of common stock falls and this causes the price of the DECS to fall. The trust
has no control over whether will offer shares or do something similar in the
future or the amount of any offering.

In addition, unless and until a seller decides to deliver common stock to
the trust when the DECS mature and until the trust distributes the common
stock to you, you will have no voting, dividend or other similar rights
associated with common stock.

NOT RESPONSIBLE FOR THE DECS

has no obligation to make any payments on the DECS. also does not have
to take the trust's needs or your needs into consideration for any reason.
will not receive any money from the sale of the DECS and did not decide to issue
the DECS. did not determine when the trust will issue the DECS, how much the
trust will sell them for or how many the trust will sell. is not involved in
managing or trading the DECS or determining or calculating the amount you will
receive when the DECS mature.

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DECS MAY BE DIFFICULT TO RESELL

The DECS are new and innovative securities, and there is currently no market
in which to resell them. The underwriters currently intend, but are not
obligated, to buy and sell the DECS. A resale market might not develop or, if it
does, might not give you the opportunity to resell your DECS and may not
continue until the DECS mature.

The trust has applied to have the DECS approved for listing on The Nasdaq
Stock Market. Nonetheless, The Nasdaq Stock Market might not approve the
application or if approved, could revoke the listing after approval or stop
trading of the DECS at any time. If The Nasdaq Stock Market will no longer quote
the DECS or stops trading them, the trust will ask another national securities
exchange to list the DECS or another trading market to quote them. If the DECS
are no longer listed or traded on any securities exchange or trading market, or
if a securities exchange or trading market stops trading of the DECS, you may
have difficulty getting price information and it may be more difficult to resell
the DECS.

NET ASSET VALUE OF THE TRUST

The trust is a newly organized closed-end investment company with no
previous operating history. Shares of closed-end investment companies frequently
trade at a discount from their net asset value, which is a risk separate and
distinct from the risk that the trust's net asset value will decrease. The trust
cannot predict whether the DECS will trade at, below or above their net asset
value. For investors who wish to sell the DECS in a relatively short period of
time after the DECS offering, the risk of the DECS trading at a discount is more
pronounced because the gain or loss that such investors realize on their
investment is likely to be depend more on whether the DECS are trading at a
discount or premium than upon the value of the trust's assets. The trust will
not redeem any DECS prior to the exchange date of the common stock or the
earlier termination of the trust.

NON-DIVERSIFIED STATUS

The trust is considered non-diversified under the Investment Company Act of
1940, which means that the trust is not limited in the proportion of its assets
that may be invested in one security. Because the trust will only own the U.S.
treasury securities, the prepaid forward contracts or other assets subject to
the prepaid forward contracts, the DECS may be a riskier investment than would
be the case for an investment company with more diversified investments.

TAX TREATMENT OF DECS UNCERTAIN

No statutory, judicial or administrative authority directly addresses the
characterization of the DECS or instruments similar to the DECS for U.S. federal
income tax purposes. As a result, significant aspects of the U.S. federal income
tax consequences of an investment in the DECS are not certain. There is no
ruling from the Internal Revenue Service with respect to the DECS and the
Internal Revenue Service might not agree with the conclusions expressed under
the section "Certain United States Federal Income Tax Considerations" in this
prospectus.

RISK FACTORS FOR

You should carefully consider the information in the attached prospectus and
prospectus supplement of , including the risk factors for on pages to of
the attached prospectus and the risk factors for on pages to of the
attached prospectus.

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RISK RELATING TO BANKRUPTCY OF THE SELLERS

It is possible that one or more of the sellers may be the subject of
proceedings under the U.S. Bankruptcy Code. The trust believes that each prepaid
forward contract constitutes a "securities contract" for purposes of the U.S.
Bankruptcy Code, liquidation of which would not be subject to the automatic stay
provisions of the U.S. Bankruptcy Code in the event of the bankruptcy of the
relevant seller. It is, however, possible that a prepaid forward contract could
be determined not to qualify as a "securities contract" for this purpose.

Proceedings under the U.S. Bankruptcy Code in respect of any seller may thus
cause a delay in settlement of that seller's prepaid forward contract, or
otherwise subject the prepaid forward contract to such proceedings. In turn,
this could adversely affect the timing of settlement and could impair the
trust's ability to distribute the common stock or other assets subject to that
prepaid forward contract and the related Collateral Agreement to you on a timely
basis and, as a result, could adversely affect the amount received by you in
respect of the DECS and/or the timing of such receipt.

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NET ASSET VALUE

The Administrator will calculate the net asset value of the portfolio at
least quarterly by dividing the value of the net assets of the trust (the value
of its assets less its liabilities) by the total number of DECS outstanding. The
trust's net asset value will be published semi-annually as part of the trust's
semi-annual report to investors and at such other times as the trust is may
determine. The treasury securities held by the trust 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. 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 to be received. Each of the
prepaid forward contracts will be valued at the mean of the bid prices the trust
receives from at least three independent broker-dealer firms unaffiliated with
the trust who are in the business of making bids on financial instruments
similar to the prepaid forward contracts and with terms comparable thereto. If
the trust (acting through the Administrator) is unable to obtain valuations from
three independent broker-dealer firms, as required by the preceding sentence, on
a timely basis or without unreasonable effort or expense, the prepaid forward
contracts will be valued at the median of bid prices received from two such
broker-dealer firms. If the trust (acting through the Administrator) is unable
to obtain a valuation for the prepaid forward contracts that it believes to be
reasonable through the above method, the value of the prepaid forward contracts
will be established at a level deemed to be fair and reflective of the market
value for the prepaid forward contracts based on all appropriate factors
relevant to the value of the prepaid forward contracts as set forth in pricing
guidelines adopted by the trustees.

DESCRIPTION OF THE DECS

Each DECS represents an equal proportional interest in the trust. Upon
liquidation of the trust, investors are entitled to share pro rata in the net
assets of the trust available for distribution. DECS have no preemptive,
redemption or conversion rights. The DECS, when issued and outstanding, will be
fully paid and non-assessable. The only securities that the trust is authorized
to issue are the DECS offered hereby and those sold to the initial investor
referred to below. See "Underwriting."

Owners of DECS are entitled to one vote for each DECS held on all matters to
be voted on by investors and are not able to vote cumulatively in the election
of Trustees. The trustees of the trust have been selected initially by Salomon
Smith Barney as the initial investor in the trust. The trust intends to hold
annual meetings as required by the rules of The Nasdaq Stock Exchange.

The trustees may call special meetings of investors for action by investor
vote as may be required by either the Investment Company Act or the Declaration
of Trust. Investors have the right, upon the declaration in writing or vote of
more than two-thirds of the outstanding DECS, to remove a Trustee. The Trustees
will call a meeting of investors to vote on the removal of a Trustee upon the
written request of the record owners of 10% of the DECS or to vote on other
matters upon the written request of the record owners of 51% of the DECS (unless
substantially the same matter was voted on during the preceding 12 months). The
Trustees shall establish, and notify the investors in writing of, the record
date for each such meeting, which shall be not less than 10 nor more than
50 days before the meeting date. Owners 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 owners as required by the Investment Company Act.

BOOK-ENTRY SYSTEM

The DECS will be issued in the form of one or more global securities (the
"Global Security") deposited with The Depository Trust Company (the
"Depositary") and registered in the name of a nominee of the Depositary.

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The Depositary has advised the trust and the underwriters as follows: The
Depositary is a limited-purpose trust company organized under the laws of the
State of New York, 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 Section 17A of the Securities Exchange
Act of 1934, as amended. The Depositary was created to hold securities of
persons who have accounts with the Depositary ("participants") and to facilitate
the clearance and settlement of securities transactions among its participants
in such securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of
certificates. Such participants include securities brokers and dealers, banks,
trust companies and clearing corporations. Indirect access to the Depositary's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a participant, either directly or indirectly.

Upon the issuance of a Global Security, the Depositary or its nominee will
credit the respective DECS represented by such Global Security to the accounts
of participants. The accounts to be credited will be designated by the
underwriters. Ownership of beneficial interests in such Global Security will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests by participants in such Global Security will
be shown on, and the transfer of those ownership interests will be effected only
through, records maintained by the Depositary or its nominee for such Global
Security. Ownership of beneficial interests in such Global Security by persons
that hold through participants will be shown on, and the transfer of that
ownership interest within such participant will be effected only through,
records maintained by such participant. The laws of some jurisdictions require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Security.

So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the DECS. Except
as set forth below, owners of beneficial interests in such Global Security will
not be entitled to have the DECS registered in their names and will not receive
or be entitled to receive physical delivery of the DECS in definitive form and
will not be considered the owners or holders thereof.

Shares of common stock or other assets deliverable in respect of, and any
quarterly distributions on, DECS registered in the name of or held by the
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner or the holder of the Global Security. None
of the trust, any Trustee, the Paying Agent, the Administrator or the Custodian
for the DECS will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests in a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

The trust expects that the Depositary, upon receipt of any payment in
respect of a permanent Global Security, will credit immediately participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown on the
records of the Depositary. The trust also expects that payments by participants
to owners of beneficial interests in such Global Security held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name," and will be the responsibility of such
participants.

A Global Security may not be transferred except as a whole by the Depositary
to a nominee or a successor of the Depositary. If the Depositary is at any time
unwilling or unable to continue as depositary and a successor depositary is not
appointed by the trust within 90 days, the trust will issue DECS in definitive
registered form in exchange for the Global Security representing such DECS. In

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that event, an owner of a beneficial interest in a Global Security will be
entitled to physical delivery in definitive form of DECS represented by such
Global Security equal in number to that represented by such beneficial interest
and to have such DECS registered in its name.

MANAGEMENT AND ADMINISTRATION OF THE TRUST

TRUSTEES

The internal operations of the trust will be managed by three Trustees, none
of whom is an "interested person" of the trust as defined in the Investment
Company Act; the trust will not have an investment adviser. Under the provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), applicable to
grantor trusts, the Trustees will not have the power to vary the investments
held by the trust.

The names of the persons who will be elected by Salomon Smith Barney, the
sponsor/initial investor of the trust, to serve as the Trustees are set forth
below. The positions and the principal occupations of the individual Trustees
during the past five years are also set forth below.

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

Salomon Smith Barney will pay each Trustee who is not a director, officer or
employee of either the underwriters or the Administrator, or of any affiliate
thereof, in respect of his annual fee and anticipated out-of-pocket expenses, a
one-time, up-front fee of $ in the aggregate. The trust's Managing
Trustee will also receive an additional up-front fee of $ in the
aggregate for serving in that capacity. The sellers will reimburse Salomon Smith
Barney for any of these payments as part of the expenses of the trust. The
Trustees will not receive, either directly or indirectly, any compensation,
including any pension or retirement benefits, from the trust. None of the
Trustees receives any compensation for serving as a trustee or director of any
other affiliated investment company.

ADMINISTRATOR

The day-to-day affairs of the trust will be managed by The Bank of New York,
as Trust Administrator pursuant to an administration agreement. Under the
administration agreement, the Trustees have delegated most of their operational
duties to the Administrator, including without limitation, their duties to:

(1) receive invoices for and pay, or cause to be paid, all expenses incurred
by the trust;

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

(3) instruct the Paying Agent to pay distributions on DECS as described
herein;

(4) prepare and mail, file or publish all notices, proxies, reports, tax
returns and other communications and documents, and keep all books and
records, for the trust;

(5) at the direction of the Trustees, institute and prosecute legal and
other appropriate proceedings to enforce the rights and remedies of the
trust; and

(6) make all necessary arrangements with respect to meetings of Trustees and
any meetings of holders of DECS.

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<PAGE>
The Administrator will not, however, select the independent public
accountants for the trust or sell or otherwise dispose of the trust's assets
(except in connection with an acceleration of a prepaid forward contract, or the
settlement of the prepaid forward contracts at the Exchange Date, and upon
termination of the trust).

Either the trust or the Administrator may terminate the Administration
Agreement upon 60 days' prior written notice, except that no termination shall
become effective until a successor Administrator has been chosen and has
accepted the duties of the Administrator.

Except for its roles as Administrator, Custodian, paying agent, registrar
and transfer agent of the trust, and except for its role as Collateral Agent
under the Collateral Agreements, The Bank of New York has no other affiliation
with, and is not engaged in any other transactions with, the trust.

The address of the Administrator is 101 Barclay Street, New York, New York
10286.

CUSTODIAN

The trust's custodian (the "Custodian") is The Bank of New York pursuant to
a custodian agreement. In the event of any termination of the custodian
agreement by the trust or the resignation of the Custodian, the trust must
engage a new Custodian to carry out the duties of the Custodian as set forth in
the custodian agreement. Pursuant to the custodian agreement, the Custodian will
invest all net cash received by the trust in short-term U.S. Government
securities maturing on or shortly before the next quarterly distribution date.
The Custodian will also act as Collateral Agent under the Collateral Agreements
and will hold a perfected security interest in the Common Stock and U.S.
Government obligations or other assets consistent with the terms of the prepaid
forward contracts.

PAYING AGENT

The transfer agent, registrar and paying agent (the "Paying Agent") for the
DECS is The Bank of New York pursuant to a paying agent agreement. In the event
of any termination of the paying agent agreement by the trust or the resignation
of the Paying Agent, the trust will use its best efforts to engage a new Paying
Agent to carry out the duties of the Paying Agent.

INDEMNIFICATION

The trust will indemnify each Trustee, the Administrator, the Custodian and
the Paying Agent with respect to any claim, liability, loss or expense
(including the costs and expenses of the defense against any claim or liability)
which it may incur in acting as Trustee, Administrator, Custodian or Paying
Agent, as the case may be, except in the case of willful misfeasance, bad faith,
gross negligence or reckless disregard of their respective duties or where
applicable law prohibits such indemnification. Salomon Smith Barney has agreed
to reimburse the trust for any amounts it may be required to pay as
indemnification to any Trustee, the Administrator, the Custodian or the Paying
Agent. The sellers in turn will reimburse Salomon Smith Barney for [all] such
reimbursements paid by it as part of the expenses of the trust.

DISTRIBUTIONS

The trust intends to distribute to investors on a quarterly basis the
proceeds of the 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 , 2000 to owners of record as of , 2000. Thereafter,
the trust will make distributions on , , and or, if any
such date is not a Business Day, on the next succeeding Business Day, of each
year to owners of record as of each , , and ,
respectively. A portion of each such distribution should be treated as a
tax-free return of the investor's investment. See "Investment Objective and
Policies--Trust Assets" and "Certain

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<PAGE>
United States Federal Income Tax Considerations." If any prepaid forward
contract is accelerated as described in "Investment Objectives and Policies--The
Forward Contracts--Collateral Requirements of the Contract; Acceleration," each
investor will receive its pro rata share of the proceeds from the acceleration
of that prepaid forward contract and from the liquidation of a proportionate
share of the Treasury Securities then held in the trust. Upon termination of the
trust as described in "Investment Objectives and Policies--Trust Termination,"
each investor will receive its pro rata share of any remaining net assets of the
trust.

The trust does not permit the reinvestment of distributions.

ESTIMATED EXPENSES

At the closing of this offering, Salomon Smith Barney will pay to each of
the Administrator, the Custodian and the Paying Agent, and to each Trustee, a
one-time, up-front amount in respect of such party's ongoing fees and, in the
case of the Administrator, 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, expenses for legal and independent accountants'
services, costs of printing proxies, DECS certificates and investor reports,
expenses of the trustees, fidelity bond coverage, stock exchange listing fees
and expenses of qualifying the DECS for sale in the various states. The
one-time, up-front payments described above total $ . Salomon Smith Barney also
will pay estimated 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 DECS in the amount of $ at the closing of the
offering.

The amount payable to the Administrator in respect of 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. Actual operating expenses of the trust may be substantially
more than this amount. Any additional expenses will be paid by Salomon Smith
Barney or, in the event of its failure to pay such amounts, the sellers, or, in
the event of the failure of either of Salomon Smith Barney or the sellers to pay
such amounts, the trust. The sellers will reimburse Salomon Smith Barney for
[all] expenses of the trust paid by it.

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<PAGE>
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the principal U.S. federal income tax
consequences that may be relevant to an owner of a DECS that is a "U.S. Holder."
A DECS owner will be treated as a U.S. Holder for U.S. federal income tax
purposes if the owner is:

- an individual who is a citizen or resident of the United States,

- a U.S. domestic corporation, or

- any other person that is subject to U.S. federal income taxation on a net
income basis in respect of its investment in DECS.

This summary is based on the U.S. federal income tax laws, regulations,
rulings and decisions now in effect, all of which are subject to change,
possibly on a retroactive basis. Except to the extent discussed below under
"Non-U.S. Holders," this summary applies only to U.S. Holders that will hold
DECS as capital assets, and only if the investor purchased the DECS in their
initial offering. This summary does not address all aspects of U.S. federal
income taxation that may be relevant to an investor in light of the investor's
individual investment circumstances, and does not address tax considerations
applicable to investors that may be subject to special tax rules, such as
dealers in securities or foreign currencies, traders in securities or
commodities electing to mark to market, financial institutions, insurance
companies, tax-exempt organizations, persons that will hold DECS as a position
in a "straddle" for tax purposes or as a part of a "synthetic security" or a
"conversion transaction" or other integrated investment comprised of a DECS and
one or more other investments, or persons that have a functional currency other
than the U.S. dollar.

This summary does not include any description of the tax laws of any state
or local governments or of any foreign government that may be applicable to the
DECS or to the owners thereof. It also does not discuss the tax consequences of
the ownership of the common stock or Reported Securities. Investors should
consult their own tax advisors in determining the tax consequences to them of
holding DECS, including the application to their particular situation of the
U.S. federal income tax considerations discussed below, as well as the
application of state, local or other tax laws.

There are no regulations, published rulings or judicial decisions addressing
the characterization for federal income tax purposes of securities with terms
substantially the same as the DECS. Pursuant to the terms of the Declaration of
Trust, the trust and every holder of the DECS agree to treat a DECS for U.S.
federal income tax purposes as a beneficial interest in a trust that holds
zero-coupon U.S. treasury securities and the prepaid forward contracts. The
trust intends to report holders' income to the Internal Revenue Service in
accordance with this treatment. In addition, pursuant to the terms of the
prepaid forward contracts and the Declaration of Trust, the sellers, the trust
and every holder of a DECS will be obligated (in the absence of an
administrative determination or judicial ruling to the contrary) to characterize
the prepaid forward contracts for all tax purposes as forward purchase contracts
to purchase common stock at the Exchange Date (including as a result of
acceleration or otherwise), under the terms of which contract:

(a) at the time of issuance of the DECS the holder is required to deposit
irrevocably with the sellers a fixed amount of cash equal to the purchase
price of the DECS, less the purchase price of the U.S. treasury
securities, to assure the fulfillment of the obligation described in
clause (b) below, and

(b) at maturity such cash deposit unconditionally and irrevocably will be
applied by the sellers in full satisfaction of the holder's payment
obligation under the forward contracts, and the sellers will deliver to
the holder the number of shares of common stock that the holder is
entitled to receive at that time pursuant to the terms of the DECS
(subject to the right of each seller to deliver cash in lieu of the
common stock).

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<PAGE>
Under this approach, the tax consequences of holding a DECS will be as
described below. However, prospective investors in the DECS should be aware that
no ruling is being requested from the Internal Revenue Service with regard to
the DECS and that the Internal Revenue Service might take a different view as to
the proper characterization of the DECS or of the prepaid forward contracts and
of the tax consequences to an investor.

TAX STATUS OF THE TRUST

The trust will be taxable as a grantor trust owned solely by the present and
future holders of DECS for federal income tax purposes, and income received by
the trust will be treated as income of the holders in the manner set forth
below.

TAX CONSEQUENCES TO U.S. HOLDERS

TAX BASIS OF THE TREASURY SECURITIES AND THE FORWARD CONTRACTS. Each
investor will be considered to be the owner of its pro rata portion of the U.S.
treasury securities and the prepaid forward contracts in the trust. The cost to
the investor of the DECS will be allocated among the investor's pro rata portion
of the U.S. treasury securities and the prepaid forward contracts (in proportion
to the fair market values thereof on the date on which the investor acquired the
DECS) in order to determine the investor's tax basis in its pro rata portion of
the U.S. treasury securities and the prepaid forward contracts. 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 a payment to the
sellers under the prepaid forward contracts, respectively.

RECOGNITION OF ORIGINAL ISSUE DISCOUNT ON THE TREASURY SECURITIES. The
treasury securities in the trust will consist of zero-coupon U.S. treasury
securities. An investor will be required to treat its pro rata portion of each
U.S. treasury security in the trust as a bond that was originally issued on the
date the investor purchased its DECS and at an original issue discount equal to
the excess of the investor's pro rata portion of the amounts payable on such
U.S. treasury security over the investor's tax basis for the U.S. treasury
security as discussed above. The investor (whether on the cash or accrual method
of tax accounting) is required to include original issue discount (other than
original issue discount on short-term treasury securities as described below) in
income for federal income tax purposes as it accrues, in accordance with a
constant yield method, prior to the receipt of cash attributable to such income.
Because it is expected that more than 20% of the holders of DECS will be accrual
basis taxpayers, the investor will be required to include in income 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 as that original issue discount accrues. Unless an investor 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, the original
issue discount will be accrued on a straight-line basis. The investor's tax
basis in a U.S. treasury security will be increased by the amount of any
original issue discount included in income by the investor with respect to such
U.S treasury security.

TREATMENT OF THE FORWARD CONTRACTS. Each investor will be treated as having
entered into a pro rata portion of the prepaid forward contracts and, at the
Exchange Date, as having received a pro rata portion of the common stock (or
cash, Reported Securities or combination thereof) delivered to the trust. Under
existing law, an investor will not recognize income, gain or loss upon entry
into the prepaid forward contracts. An investor should not be required under
existing law to include in income additional amounts over the term of the
prepaid forward contracts. See "--Possible Alternative Treatment," below,
however.

SALE OF THE DECS. Upon a sale of all or some of an investor's DECS, an
investor will be treated as having sold its pro rata portion of the U.S.
treasury securities and prepaid forward contracts underlying the DECS. The
selling investor will recognize gain or loss equal to the difference between

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<PAGE>
the amount realized and the investor's aggregate tax bases in its pro rata
portion of the treasury securities and the prepaid forward contracts. Any gain
or loss generally will be long-term capital gain or loss if the investor has
held the DECS for more than one year. The distinction between capital gain or
loss and ordinary income or loss is important for purposes of the limitations on
an investor's ability to offset capital losses against ordinary income. In
addition, individuals generally are subject to taxation at a reduced rate on
long-term capital gains.

DISTRIBUTION OF THE COMMON STOCK. The delivery of common stock to the
trust pursuant to the prepaid forward contracts will not be taxable to the
investors. The distribution of common stock upon the termination of the
trust will not be taxable to the investors. An investor will have taxable gain
or loss (which will be short-term capital gain or loss) upon receipt of cash in
lieu of fractional shares of common stock distributed upon termination of
the trust, in an amount equal to the difference between the cash received and
the portion of the basis of the prepaid forward contracts allocable to
fractional shares (based on the relative number of fractional shares and full
shares delivered to the investor). Each investor's aggregate basis in its shares
of common stock will be equal to its basis in its pro rata portion of the
prepaid forward contracts less the portion of such basis allocable to any
fractional shares of common stock for which cash is received.

DISTRIBUTION OF CASH. If an investor receives cash upon dissolution of the
trust or as a result of a seller's election to deliver cash, the investor will
recognize capital gain or loss equal to any difference between the amount of
cash received and its tax basis in the DECS at that time. Such gain or loss
generally will be long-term capital gain or loss if the investor has held the
DECS for more than one year at the Exchange Date.

DISTRIBUTION OF CASH OR REPORTED SECURITIES AS A RESULT OF AN ADJUSTMENT
EVENT. If as a result of an Adjustment Event, cash, Reported Securities, or a
combination of cash and Reported Securities is delivered pursuant to the prepaid
forward contracts, an investor will have taxable gain or loss upon receipt equal
to the difference between the amount of cash received and its basis in its pro
rata portion of the prepaid forward contracts for which such cash was received.
In addition, if as a result of an Adjustment Event the Custodian liquidates U.S.
treasury securities, an investor will have taxable gain or loss upon receipt of
cash allocable to the liquidated U.S. treasury securities equal to the
difference between the amount of such cash and the investor's basis in its pro
rata portion of the U.S. treasury securities. Any gain or loss will be capital
gain or loss, and if the investor has held the DECS for more than one year, such
gain or loss generally will be long-term capital gain or loss (except with
respect to any cash received in lieu of a fractional interest in Reported
Securities). An investor's basis in any Reported Securities received will be
equal to its basis in its pro rata portion of the prepaid forward contracts for
which such Reported Securities were received. See "Investment Objectives and
Policies--The Forward Contracts."

EXTENSION OF EXCHANGE DATE. While not free from doubt, an extension of the
Exchange Date under a prepaid forward contract should not be a taxable event and
an investor therefore should not recognize gain upon such an extension. Although
there is no authority addressing the treatment of the cash distribution paid on
the extended Exchange Date (whether or not later accelerated), the trust intends
to file information returns with the Internal Revenue Service on the basis that
the cash distribution is ordinary income to the investors. Investors should
consult their own tax advisors concerning the consequences of extending the
Exchange Date, including the possibility that an investor may be treated as
realizing gain as a result of the extension and the possibility that the cash
distribution may be treated as a reduction in an investor's tax basis in the
DECS by analogy to the treatment of rebates or of option premiums.

POSSIBLE ALTERNATIVE TREATMENT. The Internal Revenue Service may contend
that a DECS should be characterized for federal income tax purposes in a manner
different from the approach described above. For example, the Internal Revenue
Service might assert that the prepaid forward contracts

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<PAGE>
should be treated as contingent debt obligations of the sellers that are subject
to Treasury regulations governing contingent payment debt instruments. If the
Internal Revenue Service were to prevail in making such an assertion, original
issue discount would accrue with respect to the prepaid forward contracts at a
"comparable yield" for the sellers under the prepaid forward contracts,
determined at the time the prepaid forward contracts are entered into. An
investor's pro rata portion of original issue discount in respect of the prepaid
forward contracts and original issue discount in respect of the U.S. treasury
securities might exceed the aggregate amount of the quarterly cash distributions
to the investor. In addition, under this treatment, the investor would be
required to treat any gain realized on the sale, exchange or redemption of the
DECS as ordinary income to the extent that such gain is allocable to the prepaid
forward contracts. Any loss realized on such sale, exchange or redemption that
is allocable to the prepaid forward contracts would be treated as an ordinary
loss to the extent of the investor's original issue discount inclusions with
respect to the prepaid forward contracts, and as capital loss to the extent of
loss in excess of such inclusions. It is also possible that the Internal Revenue
Service could take the view that an investor should include in income the amount
of cash actually received each year in respect of the DECS, or that the DECS as
a whole constitute a contingent payment debt instrument subject to the rules
described above.

FEES AND EXPENSES OF THE TRUST. An investor's pro rata portion of the
expenses in connection with the organization of the trust, underwriting
discounts and commissions and other offering expenses should be includible in
the cost to the owner of the DECS. However, there can be no assurance that the
Internal Revenue Service will not take a contrary view. If the Internal Revenue
Service were to prevail in treating such expenses as excludable from the
investor's cost of the DECS, such expenses would not be includible in the basis
of the assets of the trust and should instead be amortizable and deductible over
the term of the trust. If such expenses were treated as amortizable and
deductible, an individual investor who itemizes deductions would be entitled to
amortize and deduct (subject to any other applicable limitations on itemized
deductions) such expenses over the term of the trust only to the extent that
such amortized annual expenses together with the investor's other miscellaneous
deductions exceed 2% of such investor's adjusted gross income.

PROPOSED LEGISLATION. Proposed legislation currently under consideration in
Congress would (if enacted into law in its current form) recharacterize some or
all of the net long-term capital gain arising from certain "constructive
ownership" transactions entered into after July 11, 1999 as ordinary income, and
would impose an interest charge on any such ordinary income. The proposed
legislation would have no immediate application to forward contracts in respect
of the stock of a domestic operating company, including the DECS transaction.
The proposed legislation would, however, grant discretionary authority to the
U.S. Treasury Department to promulgate regulations to expand the scope of
"constructive ownership" transactions to include forward contracts in respect of
the stock of all corporations. It is not possible to predict whether legislation
addressing constructive ownership transactions will be enacted by Congress, the
form or effective date of any such legislation, or the form or effective date
that any Treasury regulations promulgated thereunder might take.

NON-U.S. HOLDERS

In the case of an investor that is a non-resident alien individual or
foreign corporation (a "Non-U.S. Holder"), payments made with respect to the
DECS should not be subject to U.S. withholding tax, provided that the investor
complies with applicable certification requirements (including in general the
furnishing of an Internal Revenue Service Form W-8 or a substitute form). Any
capital gain realized upon the sale or other disposition of the DECS by a Non-
U.S. Holder generally will not be subject to U.S. federal income tax if
(a) such gain is not effectively connected with a U.S. trade or business and
(b) in the case of an individual, (i) the individual is not present in the
United States for 183 days or more in the taxable year of the sale or other
disposition, and (ii) the gain is not attributable to a fixed place of business
maintained by the individual in the United States.

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<PAGE>
A Non-U.S. Holder of the DECS that is subject to U.S. federal income
taxation on a net income basis with respect to the DECS should see the
discussion in "--Tax Consequences to U.S. Holders."

BACKUP WITHHOLDING TAX AND INFORMATION REPORTING

An investor in a DECS may be subject to information reporting and to backup
withholding tax at a rate of 31 percent of certain amounts paid to the investor
unless the investor (a) is a corporation or comes within certain other exempt
categories and, when required, provides proof of such exemption or (b) provides
a correct taxpayer identification number, certifies as to no loss of exemption
from backup withholding tax and otherwise complies with applicable requirements
of the backup withholding tax rules. Information reporting and backup
withholding tax will not apply to payments made to an owner of a DECS that is a
Non-U.S. Holder if such owner (a) is the beneficial owner of the DECS and
certifies as to its non-U.S. status, (b) is not the beneficial owner of the
DECS, but the beneficial owner of the DECS certifies as to its non-U.S. status,
or (c) otherwise establishes an exemption, provided that the trust or its agent
does not have actual knowledge that the investor or the beneficial owner is a
U.S. person.

Payment of the proceeds from the sale of a DECS to or through a foreign
office of a broker will not be subject to information reporting or backup
withholding tax, except that if the broker is (1) a U.S. person for U.S. federal
income tax purposes, (2) a controlled foreign corporation for U.S. tax purposes,
(3) a foreign person 50% or more of whose gross income from all sources for the
three-year period ending with the close of its taxable year preceding the
payment was effectively connected with a U.S. trade or business or (4) with
respect to payments made after December 31, 2000, a foreign partnership that, at
any time during its taxable year is 50% or more (by income or capital interest)
owned by U.S. persons or is engaged in the conduct of U.S. trade or business,
information reporting may apply to such payments. Payment of the proceeds from a
sale of a DECS to or through the U.S. office of a broker is subject to
information reporting and backup withholding tax unless the investor or
beneficial owner certifies as to its non-U.S. status or otherwise establishes an
exemption from information reporting and backup withholding.

Any amounts withheld under the backup withholding tax rules are not an
additional tax and may be credited against a U.S. Holder's U.S. federal income
tax liability, provided that the required information is furnished to the
Internal Revenue Service.

Recently issued Treasury regulations may change the certification procedures
relating to withholding and backup withholding on certain amounts paid to
Non-U.S. Holders after December 31, 2000. Prospective investors should consult
their tax advisors regarding the effect, if any, of such new Treasury
regulations on an investment in the DECS.

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UNDERWRITING

Subject to the terms and conditions stated in the underwriting agreement
dated the date hereof, each underwriter named below has severally agreed to
purchase, and the trust has agreed to sell to such underwriter, the number of
DECS set forth opposite the name of such underwriter.

<TABLE>
<CAPTION>
NAME NUMBER OF DECS
- ---- --------------
<S> <C>
Salomon Smith Barney Inc....................................
Total...................................................
</TABLE>

The underwriting agreement provides that the obligations of the several
underwriters to purchase the DECS included in this offering are subject to
approval of certain legal matters by counsel and to certain other conditions.
The underwriters are obligated to purchase all the DECS (other than those
covered by the over-allotment option described below) if they purchase any of
the DECS.

The underwriters, for whom Salomon Smith Barney Inc. is acting as
representative, propose to offer some of the DECS directly to the public at the
public offering price set forth on the cover page of this prospectus and some of
the DECS to certain dealers at the public offering price less a concession not
in excess of $ per DECS. The underwriters may allow, and such dealers may
reallow, a concession not in excess of $ per DECS on sales to certain other
dealers. After the initial offering of the DECS to the public, the public
offering price and such concessions may be changed by the representative. The
sales load of $ per DECS is equal to % of the initial public offering
price.

Because proceeds from the sale of the DECS will be used by the trust to
purchase the prepaid forward contracts from the sellers, the underwriting
agreement provides that the sellers will pay to the underwriters as compensation
$ per DECS.

The trust has granted to the underwriters an option, exercisable for
30 days from the date of this prospectus, to purchase up to additional
DECS at the same price per DECS as the initial DECS purchased by the
underwriters. The underwriters may exercise such option solely for the purpose
of covering over-allotments, if any, in connection with this offering. To the
extent such option is exercised, each underwriter will be obligated, subject to
certain conditions, to purchase a number of additional DECS approximately
proportionate to such underwriter's initial purchase commitment. In addition,
Salomon Smith Barney purchased DECS in connection with the organization of
the trust.

, its executive officers and the sellers have agreed that, for a
period of days from the date of this prospectus, they will not, without the
prior written consent of Salomon Smith Barney Inc., as representative of the
underwriters, offer, sell, contract to sell, or otherwise dispose of, any shares
of common stock of or any securities convertible into, or exercisable
or exchangeable for, common stock. Salomon Smith Barney Inc. in its sole
discretion may release any of the securities subject to these lock-up agreements
at any time without notice. However, this agreement will not restrict the
ability of and the sellers to take any of the actions listed above in
connection with the offering by the trust of the DECS or any delivery of shares
of common stock pursuant to the terms of the DECS.

The DECS will be a new issue of securities with no established trading
market. The trust has applied to have the DECS approved for listing on The
Nasdaq Stock Market under the symbol " ." The underwriters intend to make a
market in the DECS, subject to applicable laws and regulations. However, the
underwriters are not obligated to do so and any such market-making may be
discontinued at any time at the sole discretion of the underwriters without
notice. Accordingly, no assurance can be given as to the liquidity of such
market.

In connection with the formation of the trust, Salomon Smith Barney Inc.
subscribed for and purchased DECS for a purchase price of $ . Under the
prepaid forward contracts, the sellers

35
<PAGE>
will be obligated to deliver to the trust common stock in respect of
such DECS on the same terms as the DECS offered hereby. Salomon Smith
Barney Inc. sponsored the formation of the trust for purposes of this offering,
including selecting its initial Trustees.

Pursuant to the prepaid forward contracts, the trust has agreed, subject to
the terms and conditions set forth therein, to purchase from the sellers a
number of shares of common stock equal to the total number of DECS to
be purchased by the underwriters from the trust pursuant to the underwriting
agreement (including any DECS to be purchased by the underwriters upon exercise
of the over-allotment option plus the number of DECS purchased by Salomon Smith
Barney in connection with the organization of the trust). Pursuant to the terms
of the prepaid forward contracts, each seller will deliver to the trust at the
Exchange Date a number of shares of common stock (or, at the option of
each seller, the cash equivalent) and/or such other consideration as permitted
or required by the terms of the prepaid forward contracts, that are expected to
have the same value as the shares of common stock delivered pursuant
to the DECS. The closing of the offering of the DECS is conditioned upon
execution of the prepaid forward contracts by the sellers and the trust.

In connection with the DECS offering, the underwriters may over-allot, or
engage in syndicate covering transactions, stabilizing transactions and penalty
bids. Over-allotment involves syndicate sales of DECS or common stock
in excess of the number of DECS to be purchased by the underwriters in the
offering, which creates a syndicate short position. Syndicate covering
transactions involve purchases of the DECS or the common stock in the
open market after the distribution has been completed in order to cover
syndicate short positions. Stabilizing transactions consist of certain bids or
purchases of DECS or common stock made for the purpose of preventing or
retarding a decline in the market price of the DECS or common stock
while the offering is in progress. Penalty bids permit the underwriters to
reclaim a selling concession from a syndicate member when Salomon Smith
Barney Inc., in covering syndicate short positions or making stabilizing
purchases, repurchases DECS or common stock originally sold by the
syndicate member. These activities may cause the price of DECS or
common stock to be higher than the price that otherwise would exist in the open
market in the absence of such transactions. These transactions may be effected
on The Nasdaq Stock Market or in the over-the-counter market, or otherwise and,
if commenced, may be discontinued at any time.

In addition, in connection with this offering, certain of the underwriters
(and selling group members) may engage in passive market making transactions in
the DECS or common stock on The Nasdaq Stock Market, prior to the
pricing and completion of the DECS offering. Passive market making consists of
displaying bids on The Nasdaq Stock Market no higher than the bid prices of
independent market makers and making purchases at prices no higher than those
independent bids and effected in response to order flow. Net purchases by a
passive market on each day are limited to a specified percentage of the passive
market maker's average daily trading volume in the common stock during
a specified period and must be discontinued when such limit is reached. Passive
market making may cause the price of the common stock to be higher
than the price that otherwise would exist in the open market in the absence of
such transactions. If passive market making is commenced, it may be discontinued
at any time.

The underwriters have performed certain investment banking and advisory
services for from time to time for which they have received customary
fees and expenses. The underwriters may, from time to time, engage in
transactions with and perform services for in the ordinary course of
its business.

and the sellers have agreed to indemnify the underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, or
to contribute to payments the underwriters may be required to make in respect of
any of those liabilities. has agreed to pay $ on behalf of the
sellers in respect of fees, expenses and other compensation in connection with
the DECS offering.

36
<PAGE>
LEGAL MATTERS

Certain legal matters will be passed upon for the trust and the underwriters
by Cleary, Gottlieb, Steen & Hamilton, New York, New York. Certain matters of
Delaware law will be passed upon for the trust by Richards, Layton & Finger,
Wilmington, Delaware. Certain legal matters will be passed upon for the sellers
by Paul, Weiss, Rifkind, Wharton & Garrison.

EXPERTS

The statement of assets, liabilities and capital included in this prospectus
has been audited by , independent auditors, as stated in their report
appearing herein, and is included in reliance upon the report of such firm given
upon their authority as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

The trust has filed a registration statement for the DECS with the SEC.
Information about the DECS and the trust may be found in that registration
statement. You may read and copy the registration statement at the public
reference facilities of the SEC in Washington, D.C., Chicago, Illinois and New
York, New York. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. The Registration Statement is also available to the
public from the SEC's web site at http:\\www.sec.gov.

37
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of DECS Trust VI

We have audited the accompanying statement of assets, liabilities and
capital of DECS Trust VI (a Delaware trust) as of , 1999. This financial
statement is the responsibility of the Trustees of the trust. 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, liabilities and
capital is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the statement of
assets, liabilities and capital. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the statement of assets, liabilities and capital referred to
above presents fairly, in all material respects, the financial position of DECS
Trust VI as of , 1999, in conformity with generally accepted
accounting principles.

New York, New York

, 1999

38
<PAGE>
DECS TRUST VI
STATEMENT OF ASSETS, LIABILITIES AND CAPITAL, 1999

<S> <C>
ASSETS
Cash........................................................
Total Assets................................................
LIABILITIES
Total Liabilities...........................................
NET ASSETS..................................................
CAPITAL.....................................................
DECS, 1 DECS issued and outstanding.........................
</TABLE>

The accompanying notes are an integral part of this statement.

39
<PAGE>
DECS TRUST VI
NOTES TO STATEMENT OF ASSETS, LIABILITIES AND CAPITAL, 1999

I. ORGANIZATION

DECS Trust VI, organized as a Delaware business trust on October 22, 1999,
is a closed-end management investment company registered under the Investment
Company Act of 1940. The term of the trust is anticipated to expire in the year;
however, the exact date will be determined in the future. The trust may be
dissolved prior to its planned termination date under certain circumstances as
outlined in the registration statement.

The trust has registered DECS representing shares of beneficial
interest in the trust. The only securities that the trust is authorized to issue
are the DECS. Each of the DECS represents the right to receive (a) quarterly
distributions during the term of the trust, and (b) upon the conclusion of the
term of the trust (the "Exchange Date"), certain shares of common stock (the
"Common Stock") or cash with an equivalent value (such amounts determined as
described in the registration statement). The DECS are not subject to redemption
prior to the Exchange Date or the earlier termination of the trust. The trust
will hold a series of zero-coupon U.S. treasury securities and one or more
prepaid forward contracts relating to the Common Stock. The business activities
of the trust are limited to the matters discussed above. The trust will be
treated as a grantor trust for U.S. federal income tax purposes.

On , 1999, the trust issued DECS to Salomon Smith Barney Inc. in
consideration for a purchase price of $100.

II. ORGANIZATIONAL COSTS, FEES AND EXPENSES

Organizational costs and ongoing fees of the trust will be borne by Salomon
Smith Barney, Inc.

III. MANAGEMENT AND ADMINISTRATION OF TRUST

The internal operation of the trust will be managed by its trustees; the
trust will not have a separate investment adviser. The trust will be overseen by
three trustees, and its daily administration will be carried out by The Bank of
New York as the administrator. The Bank of New York will also serve as the
trust's custodian, paying agent, registrar and transfer agent with respect to
the DECS.

40
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

1,150,000 DECS(SM)

DECS TRUST VI
(SUBJECT TO EXCHANGE INTO COMMON STOCK OF )

PROSPECTUS
, 1999

SALOMON SMITH BARNEY

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

1. FINANCIAL STATEMENTS

Part A (i) Report of Independent Accountants

(ii) Statement of Assets and Liabilities as of , 1999

Part B--none

2. EXHIBITS

<TABLE>
<S> <C> <C>
(a)(1)(A) -- Declaration of Trust dated as of October 22, 1999
(a)(1)(B) -- Amended and Restated Declaration of Trust dated as of
, 1999/*/
(a)(2)(A) -- Certificate of Trust dated October 22, 1999
(a)(2)(B) -- Restated Certificate of Trust dated , 1999/*/
(b) -- Not applicable
(c)(d)(1) -- Not applicable--Form of specimen certificate of DECS
(included in
Exhibit 2(a)(1)(B))/*/
(d)(2) -- Portions of the Amended and Restated Declaration of Trust
defining the rights of Holders of DECS (included in Exhibit
2(a)(1)(B))/*/
(e) -- Not applicable
(f) -- Not applicable
(g) -- Not applicable
(h) -- Form of Underwriting Agreement/*/
(i) -- Not applicable
(j) -- Form of Custodian Agreement/*/
(k)(1) -- Form of Administration Agreement/*/
(k)(2) -- Form of Paying Agent Agreement/*/
(k)(3) -- Form of Forward Contract/*/
(k)(4) -- Form of Collateral Agreement/*/
(k)(5) -- Form of Fund Expense Agreement/*/
(k)(6) -- Form of Fund Indemnity Agreement/*/
(l) -- Opinion and Consent of Counsel to the Trust /*/
(m)(n)(1) -- Not applicable--Tax Opinion of Counsel to the Trust (Consent
contained in Exhibit 2(n)(1))/*/
(n)(2) -- Consent of Independent Public Accountants/*/
(n)(3) -- Consents to being named as Trustee/*/
(o) -- Not applicable
(p) -- Form of Subscription Agreement/*/
(q) -- Not applicable
(r) -- Financial Data Schedule/*/
</TABLE>

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

/*/ To be filed by amendment.

ITEM 25. MARKETING ARRANGEMENTS

See Exhibit 2(h) to this Registration Statement.

C-1
<PAGE>
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

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

<TABLE>
<S> <C>
Registration fees........................................... $3,197
NASDAQ National Market application fee...................... *
Printing (other than certificates).......................... *
Engraving and printing certificates......................... *
Fees and expenses of qualification under state securities
laws
(including fees of counsel)............................... *
Accounting fees and expenses................................ *
Legal fees and expenses..................................... *
NASD fees................................................... *
Miscellaneous............................................... *
Total....................................................... $*
</TABLE>

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

/*/ To be furnished by amendment.

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

The trust will be internally managed and will not have an investment
adviser. The information in the Prospectus under the caption "Management and
Administration of the Trust" is incorporated herein by reference.

ITEM 28. NUMBER OF HOLDERS OF SECURITIES

As of the effective date of this Registration Statement:

<TABLE>
<CAPTION>
TITLE OF CLASS NUMBER OF RECORD HOLDERS
- -------------- ------------------------
<S> <C>
DECS representing shares of beneficial interest 1
</TABLE>

ITEM 29. INDEMNIFICATION

The Underwriting Agreement (Exhibit 2(h) to this Registration Statement)
provides for indemnification.

The Amended and Restated Declaration of Trust filed as Exhibit 2(a)(1)(C) 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)(1) and 2(k)(2) 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)(6) to this Registration Statement provides that Salomon Smith
Barney will indemnify the trust for certain indemnification expenses incurred
under the Amended and Restated Declaration of Trust, the Custodian Agreement,
the Administration Agreement and the Paying Agent Agreement.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, 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

C-2
<PAGE>
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, 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 accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder are
maintained as follows: journals, ledgers, securities records and other original
records are maintained principally at the offices of the Registrant, c/o Salomon
Smith Barney Inc., 388 Greenwich Street, New York, New York 10013 and at the
offices of The Bank of New York, the Registrant's Administrator, Custodian,
paying agent, transfer agent and registrar. All other records so required to be
maintained are maintained at the offices of the Registrant, c/o Smith
Barney Inc., 388 Greenwich Street, New York, New York 10013.

ITEM 32. MANAGEMENT SERVICES

Not applicable.

ITEM 33. UNDERTAKINGS

(a) The Registrant hereby undertakes to suspend the offering of the shares
covered hereby until it amends its prospectus contained herein if
(1) subsequent to the effective date of this Registration Statement, its net
asset value per share declines more than ten percent from its net asset value
per share as of the effective date of this Registration Statement or (2) the net
asset value per share increases to an amount greater than its net proceeds as
stated in its prospectus contained herein.

(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, thereunto duly
authorized, in the City of New York, State of New York, on the 22nd day of
October, 1999.

DECS TRUST VI

By: /s/ Donald J. Puglisi
-----------------------------------

Donald J. Puglisi, 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.

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
Principal Executive Officer,
/s/ DONALD J. PUGLISI Principal Financial
------------------------------------------- Officer, Principal October , 1999
Donald J. Puglisi Accounting Officer and
Trustee
</TABLE>

C-4
<PAGE>
SUBJECT TO COMPLETION, DATED , 1999

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NAME OF EXHIBIT
- ------- ------------------------------------------------------------
<S> <C>
(a)(1)(A) Declaration of Trust dated as of October 22, 1999

(a)(1)(B) Amended and Restated Declaration of Trust dated as of,
1999/*/

(a)(2)(A) Certificate of Trust dated October 22, 1999

(a)(2)(B) Restated Certificate of Trust dated, 1999/*/

(b) Not applicable

(c)(d)(1) Not applicable Form of specimen certificate of DECS
(included in Exhibit 2(a)(1)(B))/*/

(d)(2) Portions of the Amended and Restated Declaration of Trust
defining the rights of Holders of DECS (included in Exhibit
2(a)(1)(B))/*/

(e) Not applicable

(f) Not applicable

(g) Not applicable

(h) Form of Underwriting Agreement/*/

(i) Not applicable

(j) Form of Custodian Agreement/*/

(k)(1) Form of Administration Agreement/*/

(k)(2) Form of Paying Agent Agreement/*/

(k)(3) Form of Forward Contract/*/

(k)(4) Form of Collateral Agreement/*/

(k)(5) Form of Fund Expense Agreement/*/

(k)(6) Form of Fund Indemnity Agreement/*/

(l) Opinion and Consent of Counsel to the trust /*/

(m)(n)(1) Not applicable Tax Opinion of Counsel to the trust (Consent
contained in Exhibit 2(n)(1))/*/

(n)(2) Consent of Independent Public Accountants/*/

(n)(3) Consents to being named as Trustee/*/

(o) Not applicable

(p) Form of Subscription Agreement/*/

(q) Not applicable

(r) Financial Data Schedule/*/
</TABLE>

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

/*/ To be filed by amendment.

C-5

<PAGE>
EXHIBIT (A)(1)(A)

DECLARATION OF TRUST OF DECS TRUST VI

Declaration of Trust, dated as of October 22, 1999, between Alan Rifkin, as
sponsor (the "Sponsor"), and Donald J. Puglisi, as trustee (the "Trustee"). The
Sponsor and the Trustee hereby agree as follows:

1. The trust created hereby shall be known as "DECS Trust VI," in which
name the Trustee, or the Sponsor to the extent provided herein, may conduct
the business of the Trust, make and execute contracts, and sue and be sued.

2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trustee the sum of $1. The Trustee hereby acknowledges receipt of such
amount in trust from the Sponsor, which amount shall constitute the initial
trust estate. The Trustee hereby declares that it will hold the trust estate
in trust for the Sponsor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title
12 of the Delaware Code, 12 Del. C. (S) 3801 et seq. and that this document
constitute the governing instrument of the Trust. The Trustee is hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in the form attached hereto or in such other
form as the Trustee may approve.

3. The Sponsor and the Trustee will enter into an amended and restated
Declaration of Trust, satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby. Prior to the execution
and delivery of such amended and restated Declaration of Trust, the Trustee
shall not have any duty or obligation hereunder or with respect to the trust
estate, except as otherwise required by applicable law or as may be
necessary to obtain prior to such execution and delivery any licenses,
consents or approvals required by applicable law or otherwise.

4. This Declaration of Trust may be executed in one or more
counterparts.

5. The Trustee may resign upon thirty days prior notice to the Sponsor.

IN WITNESS WHEREOF, the parties hereto have caused this Declaration of Trust
to be duly executed as of the date first above written.

SPONSOR

/s/ ALAN RIFKIN
--------------------------------------
Alan Rifkin, as Sponsor

TRUSTEE

/s/ DONALD J. PUGLISI
--------------------------------------
Donald J. Puglisi, as Trustee

C-6

<PAGE>
EXHIBIT (A)(2)(A)

CERTIFICATE OF TRUST OF DECS TRUST VI

This Certificate of Trust of DECS Trust VI (the "Trust"), dated October 22,
1999, is being duly executed and filed by Donald J. Puglisi, as trustee, to form
a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801,
ET SEQ.).

1. Name. The name of the business trust formed hereby is DECS Trust VI.

2. Registered Office; Registered Agent. The business address of the
registered office of the Trust in the State of Delaware is 1209 Orange
Street, Wilmington, Delaware 19801. The name of the Trust's registered agent
at such address is The Corporation Trust Company.

3. Effective Date. This Certificate of Trust shall be effective upon
the date and time of filing.

4. The Trust is to be registered under the Investment Company Act of
1940, as amended, prior to the issuance of beneficial interests in the
Trust.
<PAGE>
IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust,
has executed this Certificate of Trust as of the date first above written.

-------------------------------------------------------------------------
Donald J. Puglisi, as Sole Trustee