SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
ING Groep N.V.
(Exact name of Registrant as Specified in its Charter)
The Netherlands
(State or Other Jurisdiction of Not Applicable
Incorporation or Organization (I.R.S. Employer Identification Number)
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 If this form relates to the registration of a class
of securities pursuant to Section 12(b) of the of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Exchange Act and is effective pursuant to General
Instruction A. (c), please check the following Instruction A. (d), please check the following
box. [X] 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
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7.20 % 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 December 9, 2002, the Registrant filed with the
Commission pursuant to Rule 424(b)(5) the Prospectus Supplement, dated December
6, 2002, relating to the 7.20% ING Perpetual Debt Securities (the "ING Perpetual
Debt Securities"), and on December 10, 2002, 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 Second 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 the
Registrant's report on Form 6-K filed with the Commission on December
10, 2002).
3. Form of ING Perpetual Debt Securities (incorporated by reference from
the Registrant's report on Form 6-K filed with the Commission on
December 10, 2002).
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.
ING Groep N.V.
(registrant)
Date: December 10, 2002 By: /s/ Cornelis F. Drabbe
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Name: Cornelis F. Drabbe
Title: Assistant General Counsel
By: /s/ Diederik van Wassenaer
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Name: Diederik van Wassenaer
Title: General Counsel