As filed with the Securities and Exchange Commission on February 26, 1998 Registration No. 33-80443 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 4 TO F O R M S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WILLOWBRIDGE STRATEGIC TRUST (Exact name of Registrant as specified in its charter) Delaware 6799 13-7075398 (State of Organization) (Primary Standard (I.R.S. Employer Industrial Classification) Identification No.) One New York Plaza, 13th Floor New York, New York 10292 (212) 214-1000 (Address and telephone number of registrant's principal executive offices) ------------------------------- Thomas M. Lane, President Prudential Securities Futures Management, Inc. One New York Plaza, 13th Floor New York, New York 10292-2013 (212) 214-1000 (Name, address and telephone number of agent for services) ------------------------------- Copies to: Fred M. Santo, Esq. Rosenman & Colin LLP 575 Madison Avenue New York, New York 10022 (212) 940-8800 ------------------------------- This Post-Effective Amendment shall become effective in accordance with provisions of Section 8(c) of the Securities Act of 1933. ------------------------------- FILED FOR THE PURPOSE OF DEREGISTRATION OF UNSOLD SECURITIES Deregistration of Securities Registrant registered an aggregate of $100,000,000 of limited liability interests ("Interests") of Willowbridge Strategic Trust ("Trust" or "Registrant") pursuant to Registration Statement No. 33-80443, as amended, which was declared effective on February 7, 1996. Post-Effective Amendment No. 1 was declared effective on February 13, 1996. Post- Effective Amendment No. 2 was declared effective on November 4, 1996. Post-Effective Amendment No. 3 was declared effective on April 21, 1997. The Interests of the Trust were publicly offered pursuant to Rule 415 under the Securities Act of 1933. Pursuant to an undertaking contained in the Registration Statement, the Registrant agreed to deregister any of the Interests that remained unsold at the termination of the public offering. On January 31, 1998, the Registrant's offering period expired with accepted subscriptions for $63,402,900 of Interests. The Registrant hereby amends Registration Statement No. 33-80443 by deregistering the $36,597,100 of unsold Interests. ----------------------------- This Post-Effective Amendment No. 4 to the Registration Statement has been signed below pursuant to Rule 478(a) of the General Rules and Regulations under the Securities Act of 1933, in the City of New York, County of New York and State of New York, on the 26th day of February 1998. WILLOWBRIDGE STRATEGIC TRUST By: /s/ Eleanor Thomas ----------------------------------------- Eleanor Thomas, Vice President Prudential Securities Futures Management, Inc., Managing Owner of the Trust