SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ING GROEP N.V.
(Exact name of Registrant as Specified in its Charter)
THE NETHERLANDS NOT APPLICABLE
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
AMSTELVEENSEWEG 500
1081 KL AMSTERDAM
P.O. BOX 810, 1000 AV AMSTERDAM
THE NETHERLANDS
TELEPHONE: 31-20-541-54-11
(Address and Telephone Number of Registrant's
Principal Executive Offices)
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), please 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), please check the following box. [ ]
Securities Act registration file number to which this form relates: 333-84226
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on
to be so Registered Which Each Class is to be Registered
------------------- ------------------------------------
6.20% ING Perpetual Debt Securities New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the securities to be registered hereby is
incorporated by reference to the description that appears under the caption
"Description of Debt Securities We May Offer" in the Prospectus and under the
caption "Description of the ING Perpetual Debt Securities" in the Prospectus
Supplement, both relating to the Registrant's Registration Statement on Form F-3
(the "Form F-3") under the Securities Act of 1933, as amended, as filed with the
Securities and Exchange Commission (the "Commission") on March 5, 2002 (File No.
333-84226), as amended by Amendment No. 1 thereto, filed on May 7, 2002,
Amendment No. 2 thereto, filed on June 5, 2002, and Amendment No. 3 thereto,
filed on July 1, 2002. On October 21, 2003, the Registrant filed with the
Commission pursuant to Rule 424(b)(5) the Prospectus Supplement, dated October
17, 2003, relating to the 6.20% ING Perpetual Debt Securities (the "ING
Perpetual Debt Securities"), and on October 22, 2003, a report on Form 6-K.
ITEM 2. EXHIBITS.
1. Form of Subordinated Indenture between the Registrant and The
Bank of New York, as trustee (incorporated by reference from
Exhibit 4.2 to the Form F-3).
2. Form of Third Supplemental Indenture between the Registrant
and The Bank of New York, as trustee, setting forth the terms
of the ING Perpetual Debt Securities (incorporated by
reference from Exhibit 4.2 to the Registrant's report on Form
6-K filed with the Commission on October 22, 2003).
3. Form of ING Perpetual Debt Security (incorporated by
reference from Exhibit 4.2 to the Registrant's report on Form
6-K filed with the Commission on October 22, 2003).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
ING Groep N.V.
(registrant)
Date: October 23, 2003 By: /s/ Cornelis F. Drabbe
---------------------------------
Name: Cornelis F. Drabbe
Title: Assistant General Counsel