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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
Royce Value Trust, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Maryland 13-3356097
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
1414 Avenue of the Americas
New York, New York 10019
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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8% Cumulative Preferred Stock New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The section captioned "Description of Cumulative Preferred Stock" in the
Registrant's final prospectus dated August 16, 1996 forming a part of the
Registrant's Registration Statement on Form N-2 (No. 333-8039), filed with the
Securities and Exchange Commission (the "Commission") on August 19, 1996
pursuant to Rule 497 under the Securities Act of 1933, is incorporated herein
by reference.
ITEM 2. EXHIBITS.
(I) The following exhibits have been filed with the Commission:
(1) Form of Certificate for Common Stock.(a)
(2) Portions of the Articles of Incorporation, as amended, of the
Registrant defining the rights of holders of Common Stock.(b)
(3) Form of Note for 5 3/4% Investment Company Convertible Notes due
June 30, 2004.(c)
(4) Indenture made as of June 15, 1994 by and between the Registrant
and United States Trust Company of New York, as Trustee.(d)
(5) Form of Certificate for 8% Cumulative Preferred Stock (the
"Cumulative Preferred Stock").(e)
(6) Portions of the form of Articles Supplementary defining the
rights of holders of Cumulative Preferred Stock.(f)
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(a) Incorporated by reference to Exhibit 4 to the Registrant's Registration
Statement on Form N-2 (File No. 811-4875) filed with the Commission on
October 15, 1986.
(b) Incorporated by reference to Exhibit 1 to the Registrant's Registration
Statement on Form N-2 (File No. 33-9514) filed with the Commission on
October 15, 1986, Exhibit 77Q(a) to the Registrant's Semi-Annual Report on
Form N-SAR for the six-months ended June 30, 1988, and Exhibit (1)(C) to
Amendment No. 4 to the Registrant's Registration Statement on Form N-2
(File No. 33-29748) filed with the Commission on August 14, 1989.
(c) Incorporated by reference to Exhibit (d)(iii) to the Registrant's
Registration Statement on Form N-2 (File No. 33-78828) filed with the
Commission on June 15, 1994.
(d) Incorporated by reference to Exhibit (d)(ii) to the Registrant's
Registration Statement on Form N-2 (File No. 33-78828) filed with the
Commission on June 15, 1994, Exhibit (f)(ii) to the Registrant's
Registration Statement on Form N-2 (File No. 33-78828) filed with the
Commission on August 11, 1995, and Exhibit (f)(3) to the Registrant's
Registration Statement on Form N-2 (File No. 333-8039) filed with the
Commission on July 12, 1996.
(e) Incorporated by reference to Exhibit (d)(1) to the Registrant's
Registration Statement on Form N-2 (File No. 333-8039) filed with the
Commission on July 12, 1996.
(f) Incorporated by reference to Exhibit (d)(2) to Pre-Effective Amendment No.
1 to the Registrant's Registration Statement on Form N-2 (File No.
333-8039) filed with the Commission on August 9, 1996.
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(II) The following exhibits are to be filed with the New York Stock
Exchange only:
(1) Registrant's Annual Report to Stockholders for the year ended
December 31, 1995.
(2) Registrant's Semi-Annual Report to Stockholders for the
six-months ended June 30, 1996.
(3) Registrant's Proxy Statement dated May 20, 1996.
(4) Articles of Incorporation, as amended, of the Registrant.
(5) Form of Certificate for Cumulative Preferred Stock.
(6) Registrant's Annual Report of Stockholders for the year ended
December 31, 1995.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Royce Value Trust, Inc.
Date: August 20, 1996 By /s/ W. Whitney George
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W. Whitney George
Vice President
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