SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EVEREST RE GROUP, LTD.
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(Exact Name of Registrant as Specified in Its Charter)
Bermuda Not Applicable
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
c/o ABG Financial & Management Services Inc.
Parker House, Wildey Road, St. Michael, Barbados
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of securities
securities pursuant to Section pursuant to Section 12(g) of the
12(b) of the Exchange Act and is Exchange Act and is effective
effective pursuant to General pursuant to General Instruction
Instruction A.(c), please check A.(d), please check the
the following box. |X| following box. |_|
Securities Act registration statement file number to which this form
relates: 333-87361
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
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Common shares, par value $0.01 per share New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to Be Registered
A complete description of the common shares, par value $0.01 per
share, of the Registrant is contained under the caption "DESCRIPTION OF
EVEREST GROUP SHARE CAPITAL--Common Shares" in the Proxy
Statement/Prospectus forming a part of the Form S-4 Registration Statement,
as amended (File No. 333-87361), filed by the Registrant with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended. Such description is hereby incorporated by
reference.
Effective as of 12:01 a.m. on February 24, 2000, Everest
Reinsurance Holdings, Inc. ("Holdings"), a Delaware corporation whose
common stock was registered under Section 12(b) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), completed a corporate
restructuring whereby it became the wholly owned subsidiary of the
Registrant. The restructuring was effected pursuant to an Agreement and
Plan of Merger among Holdings, the Registrant and Everest Re Merger
Corporation, a Delaware corporation and wholly owned subsidiary of the
Registrant. The Agreement and Plan of Merger provided, among other things,
for the merger of Everest Re Merger Corporation with and into Holdings,
with Holdings as the surviving corporation. The stockholders of Holdings
approved the merger and restructuring at a special meeting of stockholders
held on February 23, 2000. By virtue of the merger, each issued and
outstanding share of common stock of Holdings was automatically converted
into one common share of the Registrant. As a result, each holder of common
stock of Holdings became the owner of the same number of common shares of
the Registrant as the number of shares of Holdings common stock owned by
such stockholder prior to the merger. Pursuant to Rule 12g-3(a) under the
Exchange Act, the Registrant's common shares are deemed to be registered
under Section 12(b) of the Exchange Act as of the effective time of the
merger on February 24, 2000. The Registrant has also assumed all
registration statements and reports filed under the Exchange Act by
Holdings prior to the merger. However, the Registrant is filing this
Registration Statement on Form 8-A because the Registrant has been advised
by the Information and Analysis Section of the Commission's Division of
Corporation Finance that without filing a Registration Statement on Form
8-A, the Registrant cannot obtain a Commission File Number for the purpose
of filing future reports pursuant to Sections 13 and 15(d) of the Exchange
Act.
Item 2. Exhibits
Not applicable.
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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, thereto duly
authorized.
Date: March 8, 2000
EVEREST RE GROUP, LTD.
By: /s/ Janet J. Burak
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Name: Janet J. Burak
Title: Senior Vice President, General Counsel
and Secretary
