SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 (THE "EXCHANGE ACT")
CII Financial, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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California 95-4188244
(State of Incorporation or Organization) I.R.S. Employer Identification No.)
2716 North Tenaya Way, Las Vegas, Nevada 89128
(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to Section
effective pursuant to General 12(g) of the Exchange Act and is
Instruction A.(c), please check the effective pursuant to General
following box.|X| Instrauction A.(d), please check
the following box.|_|
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Securities Act registration statement file number to which this
form relates: 333-52726
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Exchange 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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9 1/2% Senior Debentures
due September 15, 2004 New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Exchange Act:
None
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Item 1. Description of Registrant"s Securities to be Registered
The description of the securities to be registered hereby as set forth
under caption "Description of Debentures" in the prospectus included in the
Registration Statement (Registration No. 333-52726) on Form S-4 (as amended, the
"Registration Statement") of the registrant filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended, is incorporated herein by reference.
Item 2. Exhibits
The following exhibits are filed as part of this registration
statement:
Exhibit No. Exhibit Description
3.1 Articles of Incorporation of the Company*
3.2 By-Laws of the Company*
4.1 Form of Indenture, of 9 1/2% senior debentures due
September 15, 2004 from the Company to Wells Fargo
Bank Minnesota, N.A., a national banking
association, as Trustee+
4.2 Specimen 9 1/2% senior debenture due September 15, 2004
of the Company+
* Previously filed with the Commission as an exhibit to Amendment No. 1 to the
Registration Statement and incorporated herein by reference pursuant to Rule
12b-32(a) of the Exchange Act and Rule 102 of Regulation S-T.
+ Previously filed with the Commission as an exhibit to Amendment No. 4 to the
Registration Statement and incorporated herein by reference pursuant to Rule
12b-32(a) of the Exchange Act and Rule 102 of Regulation S-T.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
CII FINANCIAL, INC.
Date April 18, 2001 By: /s/ Kathleen M. Marlon
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Name: Kathleen M. Marlon
Title: President, Chief Executive
Officer and Chairman
EXHIBIT INDEX
Exhibit No. Exhibit Description
3.1 Articles of Incorporation of the Company*
3.2 By-Laws of the Company*
4.1 Form of Indenture, of 9 1/2% senior debentures due
September 15, 2004 from the Company to Wells Fargo
Bank Minnesota, N.A., a national banking
association, as Trustee+
4.2 Specimen 9 1/2% senior debenture due September 15, 2004
of the Company+
* Previously filed with the Commission as an exhibit to Amendment No. 1 to the
Registration Statement and incorporated herein by reference pursuant to Rule
12b-32(a) of the Exchange Act and Rule 102 of Regulation S-T.
+ Previously filed with the Commission as an exhibit to Amendment No. 4 to the
Registration Statement and incorporated herein by reference pursuant to Rule
12b-32(a) of the Exchange Act and Rule 102 of Regulation S-T.