SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
RELIANCE GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3082071
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
(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
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Common Stock, $.10 par value The New York Stock Exchange
The Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None.
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Item 1. Description of Registrant's Securities to be Registered.
(a) Capital Stock. The 2,850,000 shares of Common stock, par value
$.10 per share (the "Common Stock"), registered herein consists of 2,500,000
shares subject to issuance in connection with the Registrant's Reliance Group
Holdings, Inc. 1994 Stock Option Plan and 350,000 shares subject to issuance
in connection with the Registrant's 1994 Stock Option Plan for Non-Employee
Directors. The description of the Common Stock under the heading "Description
of Capital Stock" in the Registrant's Registration Statement on Form S-3 (File
No. 33-67376) is incorporated herein by reference.
(b) Debt Securities. Not applicable.
(c) Warrants and rights. Not applicable.
(d) Other Securities. Not applicable
(e) Market Information for securities other than common equity.
Not applicable.
(f) American Depositary Receipts. Not applicable.
Item 2. Exhibits.
The Common Stock is to be registered on exchanges which currently list
securities of the Registrant. Accordingly, the following exhibits are to be
filed with each copy of the Registration Statement filed with the Securities
and Exchange Commission or with the exchanges on which the Common Stock is to
be registered, subject to Rule 12b-32 regarding incorporation of exhibits by
reference.
Exhibit No. Item
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3.1 The Registrant's Certificate of Incorporation, as amended.
(incorporated by reference to Exhibit 3(a) to the
Registrant's Registration No. 2-77043).
3.2 Amendment to Exhibit 3.1, as filed with the Secretary of
State of the State of Delaware on July 22, 1986 (incorporated
by reference to Exhibit 3.2 to the Registrant's Registration
Statement No. 33-7493).
3.3 The Registrant's By-Laws, as amended (incorporated by
reference to Exhibit 3.3 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990).
3.4 Amendment to Exhibit 3.3, as filed with the Secretary of
State of the State of Delaware on May 27, 1993 (incorporated
by reference to Exhibit 4.5 to the Registrant's Registration
Statement No. 33-67376).
2
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3.5 Form of Certificate for the Common Stock (incorporated by
reference to Exhibit 4.1 to the Registrant's Registration
Statement No. 33-53246).
3
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SIGNATURES
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.
RELIANCE GROUP HOLDINGS, INC.
Date: November 9, 1995 By: /s/ Lowell C. Freiberg
------------------------------
Lowell C. Freiberg
Senior Vice President and
Chief Financial Officer
4
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Exhibit Index
Exhibit No. Item Page
- ----------- ---- ----
3.1 The Registrant's Certificate of Incorporation, as amended.
(incorporated by reference to Exhibit 3(a) to Registration
No. 2-77043).
3.2 Amendment to Exhibit 3.1 (incorporated by reference to
Exhibit 3.2 to Registration Statement No. 33-7493).
3.3 The Registrant's By-Laws, as amended (incorporated by
reference to Exhibit 3.3 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990).
3.4 Amendment to Exhibit 3.4, as filed with the Secretary of
the State of Delaware on May 27, 1993 (incorporated by
reference to Exhibit 4.5 to Registration Statement No.
33-67476).
3.5 Form of Certificate for the Common Stock (incorporated
by reference to Exhibit 4.1 to the Registrant's
Registration Statement No. 33-53246).
