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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 (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
PLATINUM UNDERWRITERS HOLDINGS, LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BERMUDA NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
Platinum Underwriters Holdings, Ltd.
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
(441) 295-5950
(Address of principal executive offices)
If this form relates to the registration of If this form relates to the
a class of securities pursuant to Section registration of a class of
12(b) of the Exchange Act and is effective securities pursuant to
pursuant to General Instruction A.(c), Section 12(g) of the Exchange
check the following box. |X| Act and is effective pursuant
to General Instruction A.(d),
check the following box. |_|
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBERS TO WHICH THIS FORM
RELATES: 333-99019 AND 333-99019-01.
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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EQUITY SECURITY UNITS NEW YORK STOCK EXCHANGE, INC.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the Equity Security
Units of Platinum Underwriters Holdings, Ltd., a Bermuda corporation.
For a description of the Equity Security Units, reference is made to
the Registration Statement on Form S-1 of Platinum Underwriters Holdings, Ltd.
and Platinum Underwriters Finance, Inc. (Registration Nos. 333-99019 and
333-99019-01), filed with the Securities and Exchange Commission (the
"Commission") on August 30, 2002, as amended by Amendment No. 1, filed with the
Commission on September 24, 2002, and Amendment No. 2, filed with the Commission
on October 15, 2002, and the form of preliminary prospectus for the Equity
Security Units included therein, which description is incorporated herein by
reference. Definitive copies of the prospectus describing the Equity Security
Units will be filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, and shall be incorporated by reference into this Registration Statement
on Form 8-A.
ITEM 2. EXHIBITS.
EXHIBIT NO DESCRIPTION
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(1) Form of Indenture (incorporated by reference
to Exhibit 4.2 of the Registration Statement on
Form S-1 filed by Platinum Underwriters Holdings,
Ltd and Platinum Underwriters Finance, Inc. on
August 30, 2002 (File Nos. 333-99019 and
333-99019-01)).
(2) Supplemental Indenture to the Indenture described
in Exhibit 1 (incorporated by reference to
Exhibit 4.3 of the Registration Statement on Form
S-1 filed by Platinum Underwriters Holdings,
Ltd and Platinum Underwriters Finance, Inc. on
August 30, 2002 (File Nos. 333-99019 and
333-99019-01)).
(3) Form of Note (included in Exhibit 2).
(4) Form of Guarantee (included in Exhibit 2).
(5) Purchase Contract Agreement (incorporated by
reference to Exhibit 4.4 of the Registration
Statement on Form S-1 filed by Platinum
Underwriters Holdings, Ltd and Platinum
Underwriters Finance, Inc. on August 30, 2002
(File Nos. 333-99019 and 333-99019-01)).
(6) Pledge Agreement (incorporated by reference to
Exhibit 4.5 of the Registration Statement on
Form S-1 filed by Platinum Underwriters Holdings,
Ltd and Platinum Underwriters Finance, Inc. on
August 30, 2002 (File Nos. 333-99019 and
333-99019-01)).
(7) Form of Normal Unit (included in Exhibit 5).
(8) Form of Stripped Unit (included in Exhibit 5).
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.
PLATINUM UNDERWRITERS HOLDINGS, LTD.
By: /s/ JEROME T. FADDEN
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Name: Jerome T. Fadden
Title: President and Chief Executive Officer
Date: October 18, 2002