As Filed with the Securities Exchange Commission on April 24, 2007
Registration No. 333-119612
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 7 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WORLD MONITOR TRUST III
WMT III SERIES G/J TRADING VEHICLE LLC
(Rule 140 Co-Registrant No. 1)
WMT III SERIES H/J TRADING VEHICLE LLC
(Rule 140 Co-Registrant No. 2)
WMT III SERIES I/J TRADING VEHICLE LLC
(Rule 140 Co-Registrant No. 3)
WORLD MONITOR TRUST III – SERIES G
(Rule 140 Co-Registrant No. 4)
WORLD MONITOR TRUST III – SERIES H
(Rule 140 Co-Registrant No. 5)
WORLD MONITOR TRUST III – SERIES I
(Rule 140 Co-Registrant No. 6)
WORLD MONITOR TRUST III – SERIES J
(Rule 140 Co-Registrant No. 7)
(Exact name of registrant as specified in its charter)
Delaware | 6799 | 20-1697966 (Registrant) 20-2469369 (Co-Registrant No. 1) 20-2469281 (Co-Registrant No. 2) 20-2469479 (Co-Registrant No. 3) 20-1697966 (Co-Registrant No. 4) 20-1698042 (Co-Registrant No. 5) 20-1698147 (Co-Registrant No. 6) 20-2446281 (Co-Registrant No. 7) | ||
(State of Organization) | (Primary Standard Industrial Classification Number) | (I.R.S. Employer Identification Number) |
c/o Preferred Investment Solutions Corp. 900 King Street, Suite 100 Rye Brook, New York 10573 (914) 307-7000 | Lawrence S. Block, Esq. c/o Preferred Investment Solutions Corp. 900 King Street, Suite 100 Rye Brook, New York 10573 (914) 307-7020 | |
(Address, including zip code, and telephone number including area code, of registrant’s principal executive offices) | (Name, address, including zip code, and telephone number, including area code, of agent for service) |
Copies to:
Fred M. Santo, Esq.
Katten Muchin RosenmanLLP
575 Madison Avenue
New York, New York 10022
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨
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 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Deregistration of Securities
This Post-Effective Amendment No. 7 to the Registration Statement on Form S-1 (Commission File No. 333-119612) is being filed solely for the purpose of de-registering the units of beneficial ownership of Series H and Series I that remain unsold as of the date hereof.
On October 8, 2004, World Monitor Trust III, a Delaware Statutory Trust, filed a Registration Statement on Form S-1 (Commission File No. 333-119612), referred in this document to as the Registration Statement, which was amended by pre-effective amendments filed on December 30, 2004, March 14, 2005 and March 29, 2005 to register the following units of beneficial ownership (“Units”): 375,000 Series G, Class I Units; 125,000 Series G, Class II Units; 375,000 Series H, Class I Units; 125,000 Series H, Class II Units; 187,500 Series I, Class I Units; 62,500 Series I, Class II Units; 2,812,500 Series J, Class I Units; and 937,500 Series J, Class II Units. The Registration Statement was declared effective on March 31, 2005.
In accordance with the undertaking contained in the Registration Statement pursuant to item 512(a)(3) of Regulation S-K, World Monitor Trust III – Series H and World Monitor Trust III – Series I respectfully request that as of April 30, 2007, the Securities and Exchange Commission remove from registration the following Units that remain unsold under the Registration Statement: 361,367.3367 Series H, Class I Units; 119,742.5405 Series H, Class II Units; 184,326.3859 Series I, Class I Units; and 62,500.0000 Series I, Class II Units.
Accordingly, World Monitor Trust III – Series H and World Monitor Trust III – Series I hereby de-registers the following Units that remain unsold under the Registration Statement: 361,367.3367 Series H, Class I Units; 119,742.5405 Series H, Class II Units; 184,326.3859 Series I, Class I Units; and 62,500.0000 Series I, Class II Units.
[Remainder of page left blank intentionally.]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrants have duly caused this Post-Effective Amendment No. 7 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in The County of Westchester in the State of New York on the 24th day of April, 2007.
WORLD MONITOR TRUST III – SERIES G | WMT III SERIES G/J TRADING VEHICLE LLC | |||||||||||
By: | Preferred Investment Solutions Corp., | By: | World Monitor Trust III – Series G and | |||||||||
managing owner | World Monitor Trust III – Series J, its members | |||||||||||
By: | /s/MARC S. GOODMAN | By: | Preferred Investment Solutions Corp., | |||||||||
Name: | Marc S. Goodman | managing owner | ||||||||||
Title: | Co-Chief Executive Officer | |||||||||||
By: | /s/MARC S. GOODMAN | |||||||||||
Name: | Marc S. Goodman | |||||||||||
WORLD MONITOR TRUST III – SERIES H | Title: | Co-Chief Executive Officer | ||||||||||
By: | Preferred Investment Solutions Corp., | |||||||||||
managing owner | WMT III SERIES H/J TRADING VEHICLE LLC | |||||||||||
By: | /s/MARC S. GOODMAN | By: | World Monitor Trust III – Series H and | |||||||||
Name: | Marc S. Goodman | World Monitor Trust III – Series J, its members | ||||||||||
Title: | Co-Chief Executive Officer | |||||||||||
By: | Preferred Investment Solutions Corp., | |||||||||||
managing owner | ||||||||||||
WORLD MONITOR TRUST III – SERIES I | ||||||||||||
By: | /s/MARC S. GOODMAN | |||||||||||
By: | Preferred Investment Solutions Corp., | Name: | Marc S. Goodman | |||||||||
managing owner | Title: | Co-Chief Executive Officer | ||||||||||
By: | /s/MARC S. GOODMAN | |||||||||||
Name: | Marc S. Goodman | WMT III SERIES I/J TRADING VEHICLE LLC | ||||||||||
Title: | Co-Chief Executive Officer | |||||||||||
By: | World Monitor Trust III – Series I and | |||||||||||
World Monitor Trust III – Series J, its members | ||||||||||||
WORLD MONITOR TRUST III – SERIES J | ||||||||||||
By: | Preferred Investment Solutions Corp., | |||||||||||
By: | Preferred Investment Solutions Corp., | managing owner | ||||||||||
managing owner | ||||||||||||
By: | /s/MARC S. GOODMAN | |||||||||||
By: | /s/MARC S. GOODMAN | Name: | Marc S. Goodman | |||||||||
Name: | Marc S. Goodman | Title: | Co-Chief Executive Officer | |||||||||
Title: | Co-Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 7 to the Registration Statement on Form S-1 has been signed below by the following persons on behalf of the Managing Owner of the Registrant in the capacities and on the date indicated.
Signature | Title with Registrant | Date | ||
/s/KENNETH A. SHEWER Kenneth A. Shewer | Chairman and Co-Chief Executive Officer (Principal Executive Officer) | April 24, 2007 | ||
/s/MARC S. GOODMAN Marc S. Goodman | President and Co-Chief Executive Officer (Principal Executive Officer) | April 24, 2007 | ||
/s/ESTHER E. GOODMAN Esther E. Goodman | Chief Operating Officer and Senior Executive Vice President | April 24, 2007 | ||
/s/DAVID K. SPOHR David K. Spohr | Senior Vice President and Director of Fund Administration (Principal Financial/Accounting Officer) | April 24, 2007 | ||
(Being principal executive officer, the principal financial and accounting officer
and a majority of the directors of Preferred Investment Solutions Corp.)
PREFERRED INVESTMENT SOLUTIONS CORP. Managing Owner Of Registrants | ||||
By: | /s/MARC S. GOODMAN | |||
Marc S. Goodman | ||||
Co-Chief Executive Officer | April 24, 2007 |