-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wl69l9Tv2FMFnst3PUrfJVMIpzKcmFEvGAmCvTsQzPkFuOtTNEynCHJnfQkauHiS f1Z08inEzS4/Q3f7STjRxQ== 0000950130-01-505333.txt : 20020410 0000950130-01-505333.hdr.sgml : 20020410 ACCESSION NUMBER: 0000950130-01-505333 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARTNERRE LTD CENTRAL INDEX KEY: 0000911421 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14536 FILM NUMBER: 1786046 BUSINESS ADDRESS: STREET 1: 106 PITTS BAY RD STREET 2: BELVEDERE BLDG CITY: PEMMBROKE PARISH BER STATE: D0 ZIP: 00000 BUSINESS PHONE: 8092920888 MAIL ADDRESS: STREET 1: PARTNERRE LTD STREET 2: 106 PITTS BAY ROAD BELVEDERE BLDG CITY: PEMBROKE BERMUDA HM8 STATE: D0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: PARTNER RE HOLDINGS LTD DATE OF NAME CHANGE: 19950725 8-A12B 1 d8a12b.txt FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 ------------------------- 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 to be so registered is to be registered - -------------------------------------- ----------------------------------------- PEPS (Premium Equity Participating New York Stock Exchange Security) Units 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: 333-70810 and 333-72246 Securities to be registered pursuant to Section 12(g) of the Act: None. INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. - ------ ------------------------------------------------------- The description of the securities to be registered hereunder is incorporated herein by reference to (1) the sections entitled "Description of Our Capital Shares" and "Description of the Share Purchase Contracts and the Share Purchase Units" contained in Prospectus (the "Prospectus") portion of the Registration Statement on Form S-3 (File No. 333-72246) filed by the Registrant, PartnerRe Capital Trust I and PartnerRe Finance I Inc. under the Securities Act of 1933, as amended (the "Securities Act"), which was declared effective by 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 PEPS Units," "Description of the Purchase Contracts," "Certain Provisions of the Purchase Contracts, Purchase Contract Agreement and the Pledge Agreement" and "Description of the Series B Preferred Shares" in the PEPS Units Prospectus Supplement dated November 13, 2001 filed with the Commission pursuant to Rule 424(b) under the Securities Act and supplementing the Prospectus. A description of the PEPS Units will also be included in a form of prospectus supplement to be subsequently filed by PartnerRe Ltd. pursuant to Rule 424(b) under the Securities Act. Such prospectus supplement shall be deemed to be incorporated by reference herein. Item 2. Exhibits - ------- -------- 1. Form of Remarketing Agreement relating to the PEPS Units (incorporated herein by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed with the Commission on November 13, 2001). 2. Form of Pledge Agreement relating to the PEPS Units (incorporated herein by reference to Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed with the Commission on November 13, 2001). 3. Form of Purchase Contract Agreement (incorporated herein by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed with the Commission on November 13, 2001). 4. Amended Memorandum of Association of the Registrant (incorporated herein by reference to the Registration Statement on Form F-3 of the Registrant (Registration No. 333-7094) filed with the Commission on June 20, 1997). 5. Amended and Restated Bye-Laws of the Registrant (incorporated herein by reference to the Registration Statement on Form F-3 of the Registrant (Registration No. 333-7094) filed with the Commission on June 20, 1997). 6. Form of Certificate of Designation, Preferences and Rights of __% Series B Cumulative Redeemable Preferred Shares (incorporated herein by reference to Exhibit 99.4 to the Registrant's Current Report on Form 8-K filed with the Commission on November 13, 2001). -2- 7. Specimen of Unit Certificate for the PEPS Units (incorporated herein by reference to Exhibit A to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed with the Commission on November 13, 2001). 8. Specimen Common Share Certificate (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 filed with the Commission on March 26, 1997). -3- 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. PARTNERRE LTD. (Registrant) Date: November 14, 2001 By: /s/ Albert Benchimol ----------------------------------- Name: Albert Benchimol Title: Executive Vice President and Chief Financial Officer -4- PARTNERRE LTD. EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM 8-A 1. Form of Remarketing Agreement relating to the PEPS Units (incorporated herein by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed with the Commission on November 13, 2001). 2. Form of Pledge Agreement relating to the PEPS Units (incorporated herein by reference to Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed with the Commission on November 13, 2001). 3. Form of Purchase Contract Agreement (incorporated herein by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed with the Commission on November 13, 2001). 4. Amended Memorandum of Association of the Registrant (incorporated herein by reference to the Registration Statement on Form F-3 of the Registrant (Registration No. 333-7094) filed with the Commission on June 20, 1997). 5. Amended and Restated Bye-Laws of the Registrant (incorporated herein by reference to the Registration Statement on Form F-3 of the Registrant (Registration No. 333-7094) filed with the Commission on June 20, 1997). 6. Form of Certificate of Designation, Preferences and Rights of __% Series B Cumulative Redeemable Preferred Shares (incorporated herein by reference to Exhibit 99.4 to the Registrant's Current Report on Form 8-K filed with the Commission on November 13, 2001). 7. Specimen of Unit Certificate for the PEPS Units (incorporated herein by reference to Exhibit A to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed with the Commission on November 13, 2001). 8. Specimen Common Share Certificate (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 filed with the Commission on March 26, 1997). -5- -----END PRIVACY-ENHANCED MESSAGE-----