UNITED STATES
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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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PARTNERRE CAPITAL TRUST I
(Exact name of registrant as specified in its charter)
Delaware Applied for
(State of incorporation or organization) (IRS Employer Identification No.)
c/o PartnerRe U.S. Corporation, One Greenwich Plaza, Greenwich, CT 06830
(Address of principal executive offices) (Zip Code)
PARTNERRE LTD.
(Exact name of registrant as specified in its charter)
Bermuda Not Applicable
(State of incorporation or organization) (IRS Employer Identification No.)
Chesney House, 96 Pitts Bay Road, Pembroke, Bermuda HM 08
(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 each class is to
to be so registered be registered
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7.90% Preferred Securities of PartnerRe New York Stock Exchange
Capital Trust I (and the Guarantee of
PartnerRe Ltd. with respect thereto)
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 of 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: 333-72246 and 333-70810
Securities to be registered pursuant to Section 12(g) of the Act:
None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
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The description of the securities to be registered hereunder is
incorporated herein by reference to (1) the sections entitled "Certain
Provisions of the Junior Subordinated Debt Securities Issued to the Capital
Trust," "Description of the Junior Subordinated Debt Securities Guarantee,"
"Description of the Trust Preferred Securities" and "Description of the Trust
Preferred Securities Guarantee" contained in the Prospectus (the "Prospectus")
portion of the Registration Statement on Form S-3 (file no. 333-72246) filed by
the Registrants and PartnerRe Finance I Inc. under the Securities Act of 1933,
as amended (the "Securities Act"), which was declared effective by the
Securities and Exchange Commission (the "Commission") on November 1, 2001 and
any subsequent amendments thereto (the "November 1, 2001 Registration
Statement") and (2) the sections entitled "Description of the Preferred
Securities," "Description of the Junior Subordinated Debt Securities,"
"Description of the Preferred Securities Guarantee," "Description of the Junior
Subordinated Debt Securities Guarantee," and "Relationship Among the Preferred
Securities, the Junior Subordinated Debt Securities, the JSDS Guarantee and the
Preferred Securities Guarantee" in the __% Preferred Securities of PartnerRe
Capital Trust I Prospectus Supplement dated November 13, 2001 filed pursuant to
Rule 424(b) under the Securities Act and supplementing the Prospectus. A
description of the Preferred Securities of PartnerRe Capital Trust I will also
be included in a form of prospectus supplement to be subsequently filed by
PartnerRe Ltd., PartnerRe Finance I Inc. and PartnerRe Capital Trust I pursuant
to Rule 424(b) under the Securities Act. Such prospectus supplement shall be
deemed to be incorporated by reference herein.
Item 2. Exhibits
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1. Amended Memorandum of Association of PartnerRe Ltd.
(incorporated herein by reference to the Registration
Statement on Form F-3 of PartnerRe Ltd. (Registration No.
333-7094) filed with the Commission on June 20, 1997).
2. Amended and Restated Bye-Laws of PartnerRe Ltd. (incorporated
herein by reference to the Registration Statement on Form F-3
of PartnerRe Ltd. (Registration No. 33-7094) filed with the
Commission on June 20, 1997).
3. Specimen of Share Certificate of Preferred Shares of PartnerRe
Capital Trust I (incorporated herein by reference to Exhibit D
to Exhibit 5 hereto).
4. Form of Junior Subordinated Indenture between PartnerRe
Finance I Inc., PartnerRe Ltd. as guarantor and The Chase
Manhattan Bank (incorporated herein by reference to the
November 1, 2001 Registration Statement).
5. Certificate of Trust of PartnerRe Capital Trust I, dated as of
October 1, 2001 and filed with the Delaware Secretary of State
on October 2, 2001 (incorporated herein by reference to the
Registration Statement on Form S-3 (file no. 333-70810), filed
by the Registrants under the Securities Act, which was
declared effective by the Commission on October 9, 2001 (the
"October 9, 2001 Registration Statement")).
6. Trust Agreement of PartnerRe Capital Trust I, dated as of
October 2, 2001 (incorporated herein by reference to the
October 9, 2001 Registration Statement)
7. Form of Amended and Restated Trust Agreement of PartnerRe
Capital Trust I (incorporated herein by reference to the
November 1, 2001 Registration Statement)
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8. Form of Preferred Securities Guarantee Agreement with respect
to the preferred securities issued by PartnerRe Capital Trust
I (incorporated herein by reference to the October 9, 2001
Registration Statement)
9. Form of Junior Subordinated Debt Securities Guarantee
Agreement with respect to the junior subordinated debt
securities issued by PartnerRe Finance I Inc. (incorporated
herein by reference to the November 1, 2001 Registration
Statement).
10. Certificate of Incorporation of PartnerRe Finance I Inc.
(incorporated herein by reference to the November 1, 2001
Registration Statement).
11. By-Laws of PartnerRe Finance I Inc. (incorporated herein by
reference to the November 1, 2001 Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrants have duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
PARTNERRE CAPITAL TRUST I
(Registrant)
Date: November 14, 2001
By: PartnerRe Finance I Inc.,
as Substitute Depositor
By: /s/ Albert Benchimol
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Name: Albert Benchimol
Title: Executive Vice President and
Chief Financial Officer
PARTNERRE LTD.
(Registrant)
Date: November 14, 2001
By: /s/ Albert Benchimol
------------------------------------
Name: Albert Benchimol
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM 8-A
1. Amended Memorandum of Association of PartnerRe Ltd. (incorporated
herein by reference to the Registration Statement on Form F-3 of
PartnerRe Ltd. (Registration No. 333-7094) filed with the Commission on
June 20, 1997).
2. Amended and Restated Bye-Laws of PartnerRe Ltd. (incorporated herein by
reference to the Registration Statement on Form F-3 of PartnerRe Ltd.
(Registration No. 33-7094) filed with the Commission on June 20, 1997).
3. Specimen of Share Certificate of Preferred Shares of PartnerRe Capital
Trust I (incorporated herein by reference to Exhibit D to Exhibit 5
hereto).
4. Form of Junior Subordinated Indenture between PartnerRe Finance I Inc.,
PartnerRe Ltd. as guarantor and The Chase Manhattan Bank (incorporated
herein by reference to the November 1, 2001 Registration Statement).
5. Certificate of Trust of PartnerRe Capital Trust I, dated as of October
1, 2001 and filed with the Delaware Secretary of State on October 2,
2001 (incorporated herein by reference to the Registration Statement on
Form S-3 (file no. 333-70810), filed by the Registrants under the
Securities Act, which was declared effective by the Commission on
October 9, 2001 (the "October 9, 2001 Registration Statement")).
6. Trust Agreement of PartnerRe Capital Trust I, dated as of October 2,
2001 (incorporated herein by reference to the October 9, 2001
Registration Statement)
7. Form of Amended and Restated Trust Agreement of PartnerRe Capital Trust
I (incorporated herein by reference to the November 1, 2001
Registration Statement)
8. Form of Preferred Securities Guarantee Agreement with respect to the
preferred securities issued by PartnerRe Capital Trust I (incorporated
herein by reference to the October 9, 2001 Registration Statement)
9. Form of Junior Subordinated Debt Securities Guarantee Agreement with
respect to the junior subordinated debt securities issued by PartnerRe
Finance I Inc. (incorporated herein by reference to the November 1,
2001 Registration Statement).
10. Certificate of Incorporation of PartnerRe Finance I Inc. (incorporated
herein by reference to the November 1, 2001 Registration Statement).
11. By-Laws of PartnerRe Finance I Inc. (incorporated herein by reference
to the November 1, 2001 Registration Statement).
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