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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 or organization) (I.R.S. Employer
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 Exchange
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:
333-65777,
333-65779
and 333-65791
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 19,850,000 shares of Common stock, par value
$.10 per share (the "Common Stock"), registered herein consists of 7,500,000
shares subject to issuance in connection with the Registrant's Reliance Group
Holdings, Inc. 1997 Stock Option Plan, 12,000,000 shares subject to issuance in
connection with the Registrant's Reliance Group Holdings, Inc. 1998 Stock
Option Plan and 350,000 shares subject to issuance in connection with the
Registrant's Reliance Group Holdings, Inc. 1998 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.
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, 1991).
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).
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).
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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: October 19, 1998 By: /s/ Albert A. Benchimol
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Name: Albert A. Benchimol
Title: Senior Vice President--
Treasurer
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Exhibit Index
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Exhibit No. Item Page
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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,
1991).
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).
