SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ARM Financial Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 61-1244251
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(State of incorporation or (I.R.S. Employer Identification No.)
organization)
515 West Market Street
Louisville, Kentucky 40202
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on
be so registered: which each class is to be
registered:
Class A Convertible Common
Stock, par value $.01 per share American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
2
ITEM 1. DESCRIPTION OF REGISTRANTS SECURITIES TO BE REGISTERED.
The description of the registrant's Class A Convertible Common Stock,
par value $.01 per share, set forth under the heading "Description of Capital
Stock" in the Registration Statement on Form S-1 (Registration No. 33-14693), as
amended (the "Registration Statement"), filed by the registrant with the
Securities and Exchange Commission, is hereby incorporated by reference herein.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith (or incorporated by
reference as indicated below):
1. Registration Statement No. 333-14693 on Form S-1, filed pursuant to
the Securities Act of 1933 on October 23, 1996 and incorporated herein
by reference.
2. Amendment No. 1 to Registration Statement, filed pursuant to the
Securities Act of 1933 on March 27, 1997 and incorporated herein by
reference.
3. Amendment No. 2 to Registration Statement, filed pursuant to the
Securities Act of 1933 on May 7, 1997 and incorporated herein by
reference.
4. Amendment No. 3 to Registration Statement, filed pursuant to the
Securities Act of 1933 on May 23, 1997 and incorporated herein by
reference.
5. Amendment No. 4 to Registration Statement, filed pursuant to the
Securities Act of 1933 on June 10, 1997 and incorporated herein by
reference.
6. Form of Restated Certificate of Incorporation of the registrant to be
in effect upon completion of the offering of the Shares (incorporated
by reference to Exhibit 3(i).7 of the Registration Statement).
7. Form of Amended and Restated By-laws of the registrant to be in effect
upon completion of the offering of the Shares (incorporated by
reference to Exhibit 3(ii).3 of the Registration Statement).
8. Form of Stock Certificate for Class A Convertible Common Stock, par
value $.01 per share. (Previously Filed.)
9. Amendment No. 5 to Registration Statement, filed pursuant to the
Securities Act of 1933 on June 17, 1997 and incorporated herein by
reference.
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.
ARM Financial Group, Inc.
By /s/ John Franco
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John Franco
Co-Chairman of the Board of Directors
and Co-Chief Executive Officer
By /s/ Martin H. Ruby
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Martin H. Ruby
Co-Chairman of the Board of Directors
and Co-Chief Executive Officer
Date: June 17, 1997