~~Table~~ UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

~~Securities~~ FORM ~~And Exchange Commission~~8-K

~~Washington,~~ CURRENT ~~D.C. 20549~~REPORT

~~FORM~~ Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT PURSUANT~~of TOReport ~~SECTION 13 OR 15~~(D)Date OFof ~~THE SECURITIES~~Earliest ~~EXCHANGE~~Event ~~ACT~~Reported): OFFebruary ~~1934~~ 16, 2005

~~Date~~ Global ofPreferred ~~Report~~Holdings, Inc. __________________________________________ (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported)~~specified ~~December 30,~~in ~~2004~~its charter)

Global Preferred Holdings, Inc.


Delaware	0-23637	58-2179041
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

6455 East Johns Crossing, Suite 402, Duluth, Georgia		30097
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

~~(Exact~~Registrant’s ~~Name~~telephone ofnumber, ~~Registrant~~including asarea ~~Specified~~code: ~~in Charter)~~770-248-3311

~~Delaware~~ Not ~~(State~~Applicable ______________________________________________ Former name or ~~other~~former ~~jurisdiction~~address, ofif ~~incorporation)~~changed ~~0-23637~~since ~~(Commission~~last ~~File Number) 58-2179041 (I.R.S. Employer Identification No.)~~report

~~6455~~ Check ~~East~~the ~~Johns~~appropriate ~~Crossing Suite 402 Duluth,~~box GAbelow ~~30097~~if the Form 8-K filing is intended to ~~(Address~~simultaneously satisfy the filing obligation of ~~principal~~the ~~executive~~registrant ~~offices)~~under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (~~770~~17 CFR 230.425) ~~248~~ [ ] Soliciting material pursuant to Rule 14a-~~3311~~12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(~~Registrant’s~~b) ~~telephone~~under ~~number,~~the ~~including~~Exchange ~~area~~Act ~~code~~(17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy~~ ~~the~~ Top ~~filing obligation~~ of the ~~registrant under any of the following provisions:~~Form

o Item ~~Written~~5.02. ~~communications~~Departure ~~pursuant~~of toDirectors ~~Rule~~or ~~425~~Principal ~~under~~Officers; ~~the~~Election ~~Securities~~of ~~Act~~Directors; ~~(17~~Appointment ~~CFR~~of ~~230~~Principal Officers.~~425)~~

o On ~~Soliciting~~February ~~material~~16, ~~pursuant~~2005, Monte Holm resigned as a director of Global Preferred Holdings, Inc., effective as of such date. The resignation was not related to ~~Rule~~any ~~14a-12~~disagreement ~~under~~between Mr. Holm and Global Preferred on any matter relating to the ~~Exchange~~company’s ~~Act~~operations, ~~(17~~policies ~~CFR~~or ~~240~~practices.~~14a-12)~~

o Item ~~Pre-commencement~~9.01. ~~communications~~Financial ~~pursuant~~Statements toand ~~Rule 14d-2(b) under the Exchange Act (17 CFR 240~~Exhibits.~~14d-2(b))~~

~~o Pre-commencement communications pursuant to Rule 13e-4~~ (c) Exhibits.Exhibit ~~under~~No. Description99.1 Press ~~the~~Release ~~Exchange~~dated ~~Act~~February ~~(17~~23, ~~CFR 240.13e-4(c))~~2005

~~TABLE~~ Top OFof ~~CONTENTS~~the Form

	ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
	ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
EX-2.1 AGREEMENT AND PLAN OF REORGANIZATION
PRESS RELEASE DATED DECEMBER 30, 2004

SIGNATURES

~~Table~~ Pursuant to the requirements of ~~Contents~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.


	Global Preferred Holdings, Inc.

February 23, 2005	By:	/s/ Bradley E. Barks

		Name: Bradley E. Barks
		Title: Chief Financial Officer

~~On December 30, 2004, Global Preferred Holdings, Inc. announced that it has entered into an~~ ~~agreement and plan of reorganization with AEGON N.V. and GPRE Acquisition Corp., a direct, wholly~~ ~~owned subsidiary of AEGON, to sell to GPRE Acquisition all of the outstanding shares of Global~~ ~~Preferred Re Limited, the Bermuda-based reinsurance company wholly-owned by Global Preferred. In~~ ~~exchange~~Top ~~for all~~ of the ~~outstanding shares of Global Preferred Re, Global Preferred will receive shares of common~~Form ~~stock of AEGON. Following the sale of Global Preferred Re, Global Preferred intends to liquidate its remaining~~ ~~assets and distribute to its stockholders the consideration received from AEGON~~ ~~and any other remaining assets after provision for liabilities. The agreement specifies that the~~ transaction is subject to the approval of Global Preferred’s stockholders, customary closing conditions and regulatory reviews, including approval of the transaction by the Bermuda Monetary Authority and the necessary filings under the Hart-Scott-Rodino Antitrust Improvements Act.

~~The agreement is terminable in certain circumstances, some of which may be subject to payment of a~~ ~~termination fee by the respective terminating party.~~ Exhibit Index

A copy of the press release issued jointly by Global Preferred and AEGON is attached as Exhibit 99.1 hereto and incorporated herein by reference. The summary of the transaction described above does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement and plan of reorganization attached as Exhibit 2.1 hereto and incorporated herein by reference.


Exhibit No.		Description

99.1		Press Release dated February 23, 2005

This report includes “forward-looking statements.” Forward-looking statements involve known and unknown risks and should be viewed with caution. Global Preferred cautions that various factors, including the factors described in its Annual Report on Form 10-K, as amended, and other filings with the Securities and Exchange Commission, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. As it relates to the acquisition described in this report, specific risks and uncertainties include the risk that closing of the transaction may be postponed or terminated and the timing and amounts of any distributions to stockholders in the dissolution of Global Preferred. Global Preferred makes no commitment to disclose any revisions to forward-looking statements, or any facts, events or circumstances after the date hereof that may bear upon forward-looking statements.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.		Description
2.1		Agreement and Plan of Reorganization, dated as of December 30, 2004 by and among AEGON N.V., GPRE Acquisition Corp. and Global Preferred Holdings, Inc.
99.1		Press release dated December 30, 2004 issued by AEGON N.V. and Global Preferred Holdings, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 4, 2005	Global Preferred Holdings, Inc.
	By:	/s/ Bradley E. Barks
		Bradley E. Barks
		Chief Financial Officer

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