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
--------------------------------------- -------------------------------------
6.08% Series C Preference Shares, New York Stock Exchange
par value $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:
333-103424
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 6.08% Series C 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
Prospectus (including the Prospectus Supplement thereto) relating to the
offering of the Preference Shares, which Prospectus forms a part of the
Registrant's Registration Statement on Form S-3 (File No. 333-103424) declared
effective by the Securities and Exchange Commission (the "SEC") as of March 11,
2003. Reference is made specifically to the section in the Prospectus captioned
"Description of Our Capital Shares" and to the section in the Prospectus
Supplement captioned "Description of Series C Preference Shares."
Item 2. Exhibits.
-----------------
2.1 Registration Statement on Form S-3 (File No. 333-103424).1
2.2 Amended Memorandum of Association. 2
2.3 Amended and Restated Bye-Laws.3
2.4 Prospectus Supplement dated March 16, 2004, filed pursuant to
Rule 424(b)(2) of the Act on March 18, 2004.4
4.1 Form of Share Certificate Evidencing the 6.08% Series C
Preference Shares.
4.2 Certificate of Designation, Preferences and Rights of
6.08% Series C Preference Shares.
--------------------------------------
1 Incorporated herein by reference to the Registration Statement on Form S-3
(File No. 333-103424), which was declared effective by the SEC as of
March 11, 2003.
2 Incorporated by reference to the Registration Statement on Form S-1 of the
Registrant (Registration No. 33-70008) which was declared effective by the
SEC on July 26, 1995.
3 Incorporated by reference to the Quarterly Report on Form 10-Q of the
Registrant which was filed with the SEC on August 14, 2002.
4 Incorporated herein by reference to the Rule 424(b)(2) Prospectus
Supplement, dated March 16, 2004, filed with the SEC on March 18, 2004.
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/ Stephen H. Weinstein
-------------------------------------------
Name: Stephen H. Weinstein
Title: Vice President, General Counsel and
Secretary
Date: March 19, 2004
Page 3 of 4
EXHIBIT INDEX
Exhibit No. Description Page Number
---------- ----------- -----------
2.1 Registration Statement on Form S-3
(File No. 333-103424).1
2.2 Amended Memorandum of Association2
2.3 Amended and Restated Bye-Laws3
2.4 Prospectus Supplement dated March 16,
2004, filed pursuant to Rule 424(b)(2)
of the Act on March 18, 2004.4
4.1 Form of Share Certificate Evidencing
the 6.08% Series C Preference Shares.
4.2 Certificate of Designation,
Preferences and Rights of 6.08%
Series C Preference Shares.
-------------------------
1 Incorporated herein by reference to the Registration Statement on Form S-3
(File No. 333-103424), which was declared effective by the SEC as of
March 11, 2003.
2 Incorporated by reference to the Registration Statement on Form S-1 of the
Registrant (Registration No. 33-70008) which was declared effective by the
Commission on July 26, 1995.
3 Incorporated by reference to the Quarterly Report on Form 10-Q of the
Registrant which was filed with the SEC on August 14, 2002.
4 Incorporated herein by reference to the Rule 424(b)(2) Prospectus
Supplement, dated March 16, 2004, filed with the SEC on March 18, 2004.
Page 4 of 4