FORM 8-A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RENAISSANCERE HOLDINGS LTD.
(Exact name of Registrant as specified in its charter)
Bermuda 98-013-8020
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
Renaissance House
8-12 East Broadway, Pembroke
Bermuda HM 19
(Address of principal executive offices) (Zip Code)
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
------------------- ------------------------------
8.10% Series A Preference Shares, par value New York Stock Exchange
$1.00 per share
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. []
Securities Act registration statement file number to which this form relates:
333-70528
Securities to be registered pursuant to Section 12(g) of the Act:
None
Page 1 of 4
Item 1. Description of Registrant's Securities to be Registered.
The description of the 8.10% Series A Preference Shares, par
value $1.00 per share (the "Preference Shares"), of RenaissanceRe Holdings Ltd.
(the "Registrant") is incorporated herein by reference to the Registrant's (i)
Prospectus (specifically to the section captioned under "Description of Our
Capital Shares") forming a part of the Registrant's Registration Statement on
Form S-3 (File No. 333-70528), as filed with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the
"Securities Act"), on September 28, 2001 and declared effective by the SEC on
October 3, 2001; and (ii) Prospectus Supplement, dated November 14, 2001, to
the Prospectus referenced above, specifically relating to the Preference
Shares, as filed in final form with the SEC on November 15, 2001 by the
Registrant pursuant to Rule 424(b) under the Securities Act.
Item 2. Exhibits.
2.1 Registration Statement on Form S-3 (File No. 333-70528).(1)
2.2 Amended Memorandum of Association.(2)
2.3 Amended and Restated Bye-Laws.(3)
2.4 Prospectus Supplement, dated November 14, 2001.(4)
4.1 Form of Share Certificate Evidencing the 8.10% Series A
Preference Shares.
4.2 Form of Certificate of Designation, Preferences and Rights of
8.10% Series A Preference Shares.
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(1) Incorporated herein by reference to the Registration Statement on Form S-3
(File No. 333-70528), which was declared effective by the SEC on October 3,
2001.
(2) Incorporated herein by reference from the Registration Statement on Form S-1
(File No. 33-70008), which was declared effective by the SEC on July 26, 1995.
(3) Incorporated herein by reference to the Current Report on Form 8-K, which
was filed with the SEC on October 16, 2001.
(4) Incorporated herein by reference to the Rule 424(b)(2) Prospectus
Supplement, which was filed with the SEC on November 15, 2001.
Page 2 of 4
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.
RENAISSANCERE HOLDINGS LTD.
By: /s/ John M. Lummis
------------------------------------------
Name: John M. Lummis
Title: Executive Vice President and Chief
Financial Officer
Date: November 16, 2001
Page 3 of 4
EXHIBIT INDEX
Exhibit No. Description Page Number
- ----------- ----------- -----------
<c>
2.1 Registration Statement on Form S-3 (File No. 333-70528).(1)
2.2 Amended Memorandum of Association.(2)
2.3 Amended and Restated Bye-Laws.(3)
2.4 Prospectus Supplement dated November 14, 2001.
4.1 Form of Stock Certificate Evidencing the 8.10% Series A Preference
Shares.
4.2 Form of Certificate of Designation, Preferences and Rights of 8.10%
Series A Preference Shares.
- ----------
(1) Incorporated herein by reference to the Registration Statement on Form S-3
(File No. 333-70528), which was declared effective by the SEC on October 3,
2001.
(2) Incorporated herein by reference from the Registration Statement on Form S-1
(File No. 33-70008), which was declared effective by the SEC on July 26, 1995.
(3) Incorporated herein by reference from the Registration Statement on Current
Report on Form 8-K, which was filed with the Commission on October 16, 2001.
(4) Incorporated herein by reference to the Rule 424(b)(2) Prospectus
Supplement, which was filed with the SEC on November 15, 2001.
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