<PAGE>
As filed with the Securities and Exchange Commission on July 13, 1998.
- --------------------------------------------------------------------------------
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
__________________________
TERRA NOVA INSURANCE (UK) HOLDINGS PLC
(Exact name of registrant as specified in its charter)
ENGLAND AND WALES NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
TERRA NOVA HOUSE
41-43 MINCING LANE
LONDON EC3R 7SP, GREAT BRITAIN
----------------------------------------
(Address of principal executive offices)
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
--------------------- ------------------------------
$100,000,000 7% New York Stock Exchange, Inc.
Notes Due 2008
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective upon filing 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: 333-53999, -01
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
-------------------------------------------------------
The material set forth in the section captioned "Description of
Exchange Notes" in the Registrant's Amendment No. 1 to the Registration
Statement on Forms F-4 and S-4 (Registration No. 333-53999, -01), filed with the
Securities and Exchange Commission on June 16, 1998, is incorporated herein by
reference.
ITEM 2. EXHIBITS.
--------
The following is a list of all exhibits filed as part of this
registration statement.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1 Registrant's Amendment No. 1 to the Registration Statement on
Forms F-4 and S-4 (Registration No. 333-53999, -01), filed with
the Securities and Exchange Commission on June 16, 1998 (the
"Registration Statement"), incorporated herein by reference.
2 Memorandum and Articles of Association of the Registrant dated
November 1, 1994, incorporated herein by reference to Exhibit 3.1
to the Registration Statement.
3 Certificate of Incorporation and Memorandum of Association of
Terra Nova (Bermuda) Holdings Ltd. ("Bermuda Holdings") dated
November 29, 1993, incorporated herein by reference to Exhibit
3.2 to the Registration Statement.
4 Amended and Restated Bye-Laws of Bermuda Holdings, dated March
25, 1996, incorporated herein by reference to Exhibit 3.3 to the
Registration Statement.
5 Registration Rights Agreement, dated May 18, 1998, among the
Registrant, Bermuda Holdings and the Initial Purchaser,
incorporated herein by reference to Exhibit 1.2 to the
Registration Statement.
6 Indenture, dated May 18, 1998, among the Registrant, Bermuda
Holdings and The Chase Manhattan Bank as Trustee, incorporated
herein by reference to Exhibit 4.2 to the Registration Statement.
7 Deposit and Custody Agreement, dated May 18, 1998, among the
Registrant, Bermuda Holdings, Chase Manhattan Bank Luxembourg
S.A. as Custodian, and The Chase Manhattan Bank as Depositary,
incorporated herein by reference to Exhibit 4.4 to the
Registration Statement.
8 Form of the Registrant's 7% Exchange Note due 2008.
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SIGNATURE
---------
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
TERRA NOVA INSURANCE (UK) HOLDINGS plc
By: /s/ Jean M. Waggett
--------------------------
Jean M. Waggett,
as Attorney-In-Fact
Dated: July 13, 1998
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Exhibit 8
[FORM OF EXCHANGE NOTE]
U.S.$100,000,000
CUSIP No. 881 00 DAE5
EXCHANGE NOTE
THIS NOTE IS AN EXCHANGE NOTE WITHIN THE MEANING
OF
THE INDENTURE HEREINAFTER REFERRED TO
TERRA NOVA INSURANCE (UK) HOLDINGS PLC
7% Senior Notes due 2008
Guaranteed by
TERRA NOVA (BERMUDA) HOLDINGS LTD.
Terra Nova Insurance (UK) Holdings plc, a public limited company organized
under the laws of England and Wales, promises to pay to the bearer upon
surrender hereof the principal sum of U.S. $100,000,000, on May 15, 2008.
Interest Payment Dates: May 15 and November 15, commencing November 15,
1998.
This Exchange Note is fully and unconditionally guaranteed as to the
payment of principal and any premium and interest (and any Additional Amounts
payable in respect thereof), when and as the same shall become due and payable,
in accordance with the terms of this Exchange Note and of the Indenture, by
Terra Nova (Bermuda) Holdings Ltd., a company organized under the laws of
Bermuda.
<PAGE>
Additional provisions of this Exchange Note are set forth on the other side
of this Exchange Note.
Dated: July __, 1998
TERRA NOVA INSURANCE (UK) HOLDINGS
PLC
By:
------------------------------------
By:
------------------------------------
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
The Chase Manhattan Bank
as Trustee, certifies
that this is the Exchange Note
referred to in the Indenture.
- --------------------------------
Authorized Officer
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[REVERSE SIDE OF EXCHANGE NOTE]
TERRA NOVA INSURANCE (UK) HOLDINGS PLC
7% Senior Notes due 2008
Guaranteed by
TERRA NOVA (BERMUDA) HOLDINGS LTD.
1. Interest
--------
(a) Terra Nova Insurance (UK) Holdings plc, a public limited company
organized under the laws of England and Wales (such company, and its successors
and assigns under the Indenture hereinafter referred to, being herein called the
"ISSUER"), promises to pay interest on the principal amount of this Exchange
Note to the bearer at the rate per annum shown above. Terra Nova (Bermuda)
Holdings Ltd., a company organized under the laws of Bermuda (such company, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called "BERMUDA HOLDINGS"), irrevocably and fully and unconditionally
guarantees this Exchange Note as to the payment of principal, and any premium
and interest (and any Additional Amounts payable in respect thereof), when and
as the same shall become due and payable.
(b) The principal of this Exchange Note shall mature on May 15, 2008.
Interest on this Exchange Note shall accrue from the most recent date to which
interest has been paid on the note for which this Exchange Note was exchanged
or, if no interest has been paid on such note, from May 18, 1998, at the rate of
7% per annum and shall be payable in cash semiannually in arrears on May 15 and
November 15 of each year, commencing on November 15, 1998. There shall also be
payable in respect of this Exchange Note all additional interest that may have
accrued on the note for which this Exchange Note was exchanged (as calculated in
accordance with the terms of such note) pursuant to the Exchange Offer or
otherwise pursuant to a registration of such note, such additional interest to
be payable at the same time and in the same manner as the periodic interest on
this Exchange Note.
(c) Interest will be computed on the basis of a 360-day year of twelve 30-
day months. The Issuer shall pay interest at the applicable interest rate on
the Exchange Note on overdue principal, interest (to the extent lawful) or
premium, if any, on demand.
<PAGE>
2. Additional Amounts
------------------
All payments made by the Issuer on this Exchange Note, and all payments
made by Bermuda Holdings pursuant to the Guarantee, shall be made without
deduction or withholding, for or on account of, any and all present and future
taxes, duties, assessments, or governmental charges of whatever nature unless
the deduction or withholding of such taxes, duties, assessments or governmental
charges is then required by law. If any deduction or withholding for or on
account of any present or future taxes, assessments or other governmental
charges of the United Kingdom, Bermuda or any relevant jurisdiction or any
political subdivision or taxing authority thereof or therein (the "RELEVANT
JURISDICTION") shall at any time be required in respect of any amounts to be
paid by the Issuer under this Exchange Note or Bermuda Holdings under the
Guarantee, the Issuer or Bermuda Holdings, as the case may be, shall pay or
cause to be paid such additional amounts ("ADDITIONAL AMOUNTS") as may be
necessary in order that the net amounts received by a holder of this Exchange
Note after such deduction or withholding shall be not less than the amounts
specified in this Exchange Note to which the holder of this Exchange Note is
entitled; provided, however, that the Issuer or Bermuda Holdings, as applicable,
shall not be required to make any payment of Additional Amounts for or on
account of:
(a) any tax, assessment or other governmental charge which would not have
been imposed but for (i) the existence of any present or former connection
between such holder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such holder, if such holder is an
estate, nominee, trust, partnership or corporation), otherwise than merely by
the holding of this Exchange Note or the receipt of amounts payable in respect
of this Exchange Note, and any Relevant Jurisdiction or such holder being
subject to the jurisdiction of any Relevant Jurisdiction, including, without
limitation, such holder (or such fiduciary, settlor, beneficiary, member,
shareholder or possessor) being or having been a citizen or resident thereof or
being or having been present or engaged in trade or business therein or having
had a permanent establishment therein or (ii) the presentation of this Exchange
Note (where presentation is required) for payment on a date more than 30 days
after the date on which such payment became due and payable or the date on which
payment thereof is duly provided for, whichever occurs later, except to the
extent that the holder would have been entitled to Additional Amounts had this
Exchange Note been presented on the last day of such period of 30 days;
(b) any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure to comply by the holder of this Exchange Note
or, if different, the beneficial owner of the interest payable on this Exchange
Note with a
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timely request of the Issuer addressed to such holder or beneficial owner to
provide information, documents or other evidence concerning the nationality,
residence, identity or connection with the taxing jurisdiction of such holder or
beneficial owner which is required or imposed by a statute, treaty, regulation
or administrative practice of the taxing jurisdiction as a precondition to
exemption from all or part of such tax, assessment or governmental charge;
(c) payments in respect of Definitive Senior Notes issued at the request of
the holder (including on or after the occurrence of an Event of Default); or
(d) any combination of items (a), (b) and (c) above;
nor shall Additional Amounts be paid with respect to any payment of the
principal of, or any interest on, this Exchange Note to any holder who is a
fiduciary or partnership or other than the sole beneficial owner of such payment
to the extent that a beneficiary or settlor with respect to such fiduciary or
member of such partnership or beneficial owner would not have been entitled to
any Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the holder of this Exchange Note.
3. Method of Payment
-----------------
The Issuer through the Paying Agent shall pay interest on this Exchange
Note to the bearer of this Exchange Note or as instructed in writing by the
bearer of this Exchange Note. The bearer of this Exchange Note must surrender
this Exchange Note to the Paying Agent to collect principal payments. The
Issuer shall pay principal and interest in money of the United States of America
that at the time of payment is legal tender for payment of public and private
debts.
4. Paying Agent and Registrar
--------------------------
Initially, The Chase Manhattan Bank, a New York banking corporation (the
"TRUSTEE"), will act as Paying Agent and Senior Note Registrar. The Issuer may
appoint and change any Paying Agent, Senior Note Registrar, co-registrar or
transfer agent without prior notice. The Issuer may act as Paying Agent, Senior
Note Registrar, co-registrar or transfer agent to the bearer of this Exchange
Note.
5. Indenture
---------
The Issuer issued this Exchange Note under an Indenture, dated as of May
18, 1998 (the "INDENTURE"), between the Issuer, Bermuda Holdings and the
Trustee. The
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terms of this Exchange Note include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the
- ------
"ACT"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. This Exchange Note is subject to all such
terms, and the bearer of this Exchange Note is referred to the Indenture and the
Act for a statement of those terms.
This Exchange Note is a senior unsecured obligation of the Issuer limited
to $100,000,000 aggregate principal amount at maturity (subject to Section 2.7
of the Indenture).
6. Optional Redemption
-------------------
(a) This Exchange Note is subject to redemption in whole or in part, of any
time and from time to time, upon not less than 30 nor more than 60 days' notice,
in an amount of $1,000 or an integral multiple of $1,000, at a Redemption Price
equal to 100% of the principal amount, together with accrued and unpaid interest
to the Redemption Date, as provided in the Indenture, plus the Make-Whole
amount, if any.
(b) This Exchange Note is not subject to redemption through operation of a
sinking fund.
7. Tax Redemption
--------------
This Exchange Note may be redeemed at the option of the Issuer, in whole
but not in part, upon not less than 30 nor more than 60 days' notice, at any
time at a redemption price equal to the principal amount thereof plus accrued
and unpaid interest to the date fixed for redemption if (a) the Issuer is
required to issue Definitive Senior Notes (other than upon the request of a
holder of Book-Entry Interests following an Event of Default) after using all
reasonable efforts to avoid having to issue such Definitive Senior Notes and the
Issuer is or would be so required in the absence of any applicable tax treaty on
the next succeeding Interest Payment Date to pay Additional Amounts with respect
to any of the Senior Notes, or (b) the Issuer or Bermuda Holdings is or would be
so required in the absence of any applicable tax treaty on the next succeeding
Interest Payment Date to pay Additional Amounts with respect to the Senior Notes
and, in either case, the payment of such Additional Amounts cannot be avoided by
the use of any reasonable measures available to the Issuer.
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The Issuer or Bermuda Holdings shall also pay, or make available for
payment, to the bearer of this Exchange Note on the redemption date any
Additional Amounts resulting from the payment of such redemption price.
8. Notice of Redemption
--------------------
Notice of redemption shall be mailed not less than 30 nor more than 60 days
prior to the Redemption Date to the bearer of this Exchange Note at Chase
Manhattan Bank Luxembourg S.A., 5 rue Plaetis, L-2338, Luxembourg, or at any
other address provided to the Trustee in writing by the bearer of this Exchange
Note.
9. Denominations; Transfer; Exchange
---------------------------------
This Exchange Note is in bearer form without coupons. This Exchange Note
is in an aggregate principal amount of $100,000,000 (subject to adjustment as
provided in the Indenture). The bearer of this Exchange Note may only transfer
or exchange this Exchange Note in accordance with the Indenture.
10. Persons Deemed Owners
---------------------
The bearer of this Exchange Note will be treated as the owner of it for all
purposes.
11. Defeasance and Covenant Defeasance.
----------------------------------
The Indenture contains provisions for defeasance at any time, upon
compliance by the Issuer and Bermuda Holdings with certain conditions set forth
in the Indenture, of (a) the entire indebtedness of the Issuer and Bermuda
Holdings with respect to this Exchange Note and (b) certain restrictive
covenants and the related defaults and Events of Default.
12. Amendment, Waiver
-----------------
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer, Bermuda Holdings and the Trustee with the consent of the holders of a
majority in aggregate principal amount of the Senior Notes outstanding at the
time of amendment or modification. The Indenture also contains provisions
permitting the holders of specified percentages in aggregate principal amount of
the Senior Notes at any time outstanding, on behalf of the holders of all the
Senior Notes, to waive compliance by the Issuer and
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Bermuda Holdings with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by or on behalf of the holder of this Exchange Note shall be conclusive and
binding upon such holder and upon all future holders of this Exchange Note and
of any Senior Note issued in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Exchange Note.
13. Defaults and Remedies
---------------------
This Exchange Note has the Events of Default as set forth in Section 4.1 of
the Indenture. If an Event of Default occurs and is continuing, the Trustee or
the holders of at least 25% in principal amount of the Senior Notes, subject to
certain limitations, may declare all the Senior Notes to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default
and shall result in the Senior Notes being due and payable immediately upon the
occurrence of such Events of Default.
Holders of Senior Notes may not enforce the Indenture or the Senior Notes
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Senior Notes unless it receives reasonable indemnity or
security. Subject to certain limitations, holders of a majority in principal
amount of the Senior Notes may direct the Trustee in its exercise of any trust
or power. The holders of a majority in principal amount of the Senior Notes
then outstanding by written notice to the Trustee may rescind a declaration of
acceleration if the rescission is prior to a judgment or decree for payment and
if all Events of Default have been cured or waived except nonpayment of
principal and interest that has been due solely because of the acceleration.
The Trustee may withhold from holders of Senior Notes notice of any continuing
default (except a default in payment of principal or interest) if it determines
that withholding notice is in the interest of the holders. The above
description of Events of Default and remedies is qualified by reference, and
subject in its entirety, to the more complete description thereof contained in
the Indenture.
14. Trustee Dealings with the Issuer or Bermuda Holdings
----------------------------------------------------
Subject to certain limitations imposed by the Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of this Exchange Note and may otherwise deal with and collect
obligations owed to it by the Issuer or Bermuda Holdings or their Affiliates and
may otherwise deal with the Issuer or Bermuda Holdings or their Affiliates with
the same rights it would have if it were not Trustee. Any Paying Agent, Senior
Note Registrar or such other agent may do the same with like rights.
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15. No Recourse Against Others
--------------------------
A director, officer, employee or stockholder, as such, of the Issuer,
Bermuda Holdings or any Subsidiary of Bermuda Holdings shall not have any
liability for any payment of the principal of, or premium, if any, or interest
on, any of the Senior Notes or any other obligations of the Issuer or Bermuda
Holdings under this Exchange Note, the Guarantee or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting this Exchange Note, the bearer of this Exchange Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of this Exchange Note.
16. Authentication
--------------
This Exchange Note shall not be valid until an authorized officer of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Exchange Note.
17. Governing Law
-------------
The internal laws of the State of New York shall govern the Indenture and
this Exchange Note without regard to conflict of law provisions thereof.
The Issuer will furnish to the bearer of this Exchange Note upon written
request and without charge to the holder a copy of the Indenture which has in it
the text of this Exchange Note in larger type. Requests may be made to:
Terra Nova Insurance (UK) Holdings plc
Attention: Company Secretary
Terra Nova House
41-43 Mincing Lane
London EC3R 7SP
Great Britain
7
<PAGE>
[FORM OF NOTATION OF GUARANTEE]
TERRA NOVA (BERMUDA) HOLDINGS LTD., a company duly organized and
existing under the laws of Bermuda (herein called "Bermuda Holdings," which term
includes any successor Person under the Indenture (the "Indenture") referred to
in the Exchange Note on which this notation is endorsed), has irrevocably, fully
and unconditionally guaranteed, pursuant to the terms of the Guarantee contained
in Article 12 of the Indenture, the due and punctual payment of the principal of
and any premium and interest on this Exchange Note (and any Additional Amounts
payable in respect thereof), when and as the same shall become due and payable,
whether at the Stated Maturity, by declaration of acceleration, call for
redemption or otherwise, in accordance with the terms of this Exchange Note and
the Indenture.
All payments pursuant to this Guarantee shall be made without
withholding or deduction for, or on account of, any present and future taxes,
duties, assessments or governmental charges of whatever nature unless the
deduction or withholding of such taxes, duties, assessments or governmental
charges is then required by law. If any such taxes, duties, assessments or
governmental charges are required by the U.K., Bermuda or any Relevant
Jurisdiction or any political subdivision or taxing authority thereof or therein
to be withheld or deducted, Bermuda Holdings will pay such Additional Amounts
(as defined in the Indenture) as will result (after deduction of such taxes,
duties, assessments or governmental charges and any additional taxes, duties,
assessments or governmental charges payable in respect of such) in the payment
to each holder of a Senior Note of the amounts which would have been payable in
respect of the Guarantee thereof had no such withholding or deduction been
required, subject to certain exceptions as set forth in Section 9.17 of the
Indenture.
The obligations of Bermuda Holdings to the holders of the Senior Notes
and to the Trustee pursuant to the Guarantee and the Indenture are expressly set
forth in Article 12 of the Indenture, and reference is hereby made to such
Article and Indenture for the precise terms of the Guarantee.
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The Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Exchange Note upon which this notation
of the Guarantee is endorsed shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.
Capitalized terms used but not defined herein are used herein as
defined in the Indenture.
TERRA NOVA (BERMUDA) HOLDINGS LTD.
By:
__________________________________________
John J. Dwyer
Chairman and Director
By:
_________________________________________
Jean M. Waggett
Secretary
9
