As filed with the Securities and Exchange Commission on December , 2001 Registration No. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------- 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 EQUITY SECURITIES TRUST II (Exact Name of Registrant as Specified in Its Charter) Delaware Not Applicable (State of Incorporation or Organization) (I.R.S. Employer Identification No.) c/o Puglisi & Associates 850 Library Avenue 19715 Newark, Delaware (Address of Principal Executive Offices) (Zip Code) If this Form relates to the If this Form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction A.(c), check the Instruction A.(d), check the following box. |X| following box. |_| Securities Act registration file number to which this form relates: Securities Act File No. 333-72494 Investment Company Act File No. 811-10565 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 ------------------- ------------------------------ Equity Trust Securities representing New York Stock Exchange, Inc. shares of beneficial interest in Equity Securities Trust II Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Item 1. Description of Registrant's Securities to be Registered A description of the securities to be registered is set forth in sections entitled "Description of the Equity Trust Securities" and "Certain United States Federal Income Tax Considerations" of the registrant's Prospectus (Subject to Completion) dated December 3, 2001 included in the Registration Statement on Form N-2 filed under the Securities Act of 1933, as amended, (File No. 333-72494) and under the Investment Company Act of 1940, as amended, (File No. 811-10565). Such description, as amended or supplemented from time to time, is hereby incorporated by reference herein. In addition, since such description has been included in the form of prospectus filed by the registrant on , 2001, pursuant to Rule 497(h) under the Securities Act of 1933, such prospectus is also hereby incorporated by reference herein. Item 2. Exhibits All necessary exhibits will be filed with the New York Stock Exchange in connection with this registration statement, including any amendment to the Registration Statement on Form N-2 filed with the Commission subsequent to the date hereof. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: December 5, 2001 EQUITY SECURITIES TRUST II By: /s/ Donald Puglisi --------------------------- Donald Puglisi As Trustee