UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC
20549
Form 8-A
FOR REGISTRATION OF
CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
ASPEN INSURANCE
HOLDINGS LIMITED
(Exact name of registrant as
specified in its
charter)
Bermuda
(State of incorporation or organization) |
Not
applicable
(I.R.S. Employer Identification Number) |
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Victoria Hall
11 Victoria Street Hamilton HM 11 Bermuda (441) 295-8201 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) |
CT Corporation System
111 Eighth Avenue New York, NY 10011 (212) 590-9200 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
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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.
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: 333-129214.
Securities to be registered pursuant to Section 12(b) of the Act:
Title
of each class to be so registered |
Name of each exchange on
which each class is to be registered |
|||||
5.625% Perpetual Preferred Income Equity Replacement Securities | New York Stock Exchange | |||||
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrants' Securities to be Registered.
The class of securities to be registered is 5.625 % Perpetual Preferred Income Equity Replacement Securities ("Perpetual PIERS"), par value $0.0015144558, liquidation preference $50 per Perpetual PIERS, of Aspen Insurance Holdings Limited (the ‘‘Company’’).
For a description of the Perpetual PIERS being registered hereunder, reference is made to the description contained under the heading ‘‘Description of Perpetual PIERS’’ beginning on page S-51 in the Prospectus Supplement, filed on December 8, 2005 (Registration No. 333-129214), which is incorporated herein by reference and made part of this Registration Statement.
Item 2. Exhibits.
3.1 | Certificate of Incorporation and Memorandum of Association of Aspen (incorporated herein by reference to Exhibit 3.1 to Aspen's 2003 Registration Statement on Form F-1 (Registration No. 333-110435)). |
3.2 | Amended and Restated Bye-Laws of Aspen (incorporated herein by reference to Exhibit 3.1 to Aspen's Current Report on Form 8-K filed on May 27, 2005). |
4.1 | Certificate of Designations of the Company’s Perpetual PIERS, dated December 12, 2005 (incorporated by reference to our Current Report on Form 8-K, to be filed with the SEC on December 12, 2005). |
4.2 | Specimen Certificate for the Company’s Perpetual PIERS, dated December 12, 2005 (incorporated by reference to our Current Report on Form 8-K, to be filed with the SEC on December 12, 2005). |
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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, thereunto duly authorized.
ASPEN INSURANCE HOLDINGS LIMITED | ||||||||||
By: | /s/ Julian Cusack | |||||||||
Julian Cusack | ||||||||||
Chief Financial Officer | ||||||||||
Date: December 12, 2005
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INDEX TO EXHIBITS
Number | Description | |||||
3.1 | Certificate of Incorporation and Memorandum of Association of Aspen (incorporated herein by reference to Exhibit 3.1 to Aspen's 2003 Registration Statement on Form F-1 (Registration No. 333-110435)). | |||||
3.2 | Amended and Restated Bye-Laws of Aspen (incorporated herein by reference to Exhibit 3.1 to Aspen's Current Report on Form 8-K filed on May 27, 2005). | |||||
4.1 | Certificate of Designations of the Company’s Perpetual PIERS, dated December 12, 2005 (incorporated by reference to our Current Report on Form 8-K to be filed with the SEC on December 12, 2005). | |||||
4.2 | Specimen Certificate for the Company’s Perpetual PIERS, dated December 12, 2005 (incorporated by reference to our Current Report on Form 8-K to be filed with the SEC on December 12, 2005). | |||||
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