-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E7Plxt8hFaYy0Cpd8w96I9trmeA6chE0YIOmxIdULEsVcsibCOG2+zMUF+c9r+h3 Vqe4D0pFV63JLqnuJOsR8w== 0000950162-01-500131.txt : 20010521 0000950162-01-500131.hdr.sgml : 20010521 ACCESSION NUMBER: 0000950162-01-500131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010518 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XL CAPITAL LTD CENTRAL INDEX KEY: 0000875159 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 980058718 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10804 FILM NUMBER: 1643686 BUSINESS ADDRESS: STREET 1: CUMBERLAND HOUSE STREET 2: 1 VICTORIA ST CITY: HAMILTON HM11 BERMUD STATE: D2 BUSINESS PHONE: 4412928515 MAIL ADDRESS: STREET 1: CAHILL GORDON & REINDEL(IMMANUEL KOHN) STREET 2: 80 PINE STREET CITY: NEW YORKI STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: EXEL LTD DATE OF NAME CHANGE: 19950720 8-K 1 xl8k2.txt FORM 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 18, 2001 Date of Report (Date of earliest event reported) XL CAPITAL LTD (Exact name of registrant as specified in its charter)
Cayman Islands 1-10809 98-0191089 (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) Identification No.)
XL House, One Bermudiana Road, Hamilton, Bermuda HM11 (Address of principal executive offices) (441) 292-8515 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ================================================================================ Item 5. Other events. On May 18, 2001, XL Capital Ltd issued the press release attached as Exhibit 99 and incorporated by reference herein. Item 7. Exhibits. (c) Exhibits. The following exhibit is filed herewith: Exhibit No. Description (99) Press Release dated May 18, 2001 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 thereunto duly authorized. Dated: May 18, 2001 XL CAPITAL LTD. By: s/s Brian M. O'Hara ------------------------------------- Brian M. O'Hara President and Chief Executive Officer EX-99 2 ex998k2.txt PRESS RELEASE Exhibit 99 XL Capital Ltd XL House One Bermudiana Roand Hamilton HM 11 Bermuda Phone: (441) 292-8515 Fax: (441) 292-5280 NEWS RELEASE IMMEDIATE Contact: Gavin R. Arton Roger R. Scotton Investor Relations Media Relations 441-294-7104 441-294-7165 XL CAPITAL PRICES ZERO-COUPON CONVERTIBLE DEBENTURES HAMILTON, Bermuda (May 18, 2001) - XL Capital Ltd ("XL") (NYSE: XL) announced today that it has priced its 20-year, zero-coupon convertible senior debentures due 2021 which are being issued in a private offering that will result in net proceeds of approximately $500 million. The debentures will be convertible into XL ordinary shares at an initial conversion price of $99.81 and will carry a 2.625% yield to maturity. The initial purchasers will have an option to purchase up to an additional $100 million of debentures to cover over-allotments. XL expects to use the net proceeds of the offering for general corporate purposes, which may include acquisitions, including without limitation, the announced acquisition of Winterthur International from Winterthur Swiss Insurance Company, a subsidiary of the Credit Suisse Group, and the repurchase of outstanding ordinary shares. Any such repurchase will be determined based upon prevailing market conditions. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the convertible debentures, nor will there be any sale of the convertible debentures in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The convertible debentures are being issued in reliance on the exemption from the registration requirements provided by Rule 144A. The convertible debentures and the underlying ordinary shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. XL Capital Ltd, through its operating subsidiaries, is a leading provider of insurance and reinsurance coverages and financial products to industrial, commercial and professional service firms, insurance companies, and other enterprises on a worldwide basis. As at March 31, 2001, XL had consolidated assets of approximately $17.6 billion and consolidated shareholders' equity of approximately $5.7 billion. More information about XL is available on www.xlcapital.com. This press release may contain forward-looking statements which involve inherent risks and uncertainties. Statements that are not historical facts, including statements about XL's beliefs, plans or expectations, are forward-looking statements. These statements are based on current plans, estimates and expectations. Actual results may differ materially from those projected in such forward-looking statements and therefore you should not place undue reliance on them. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements is set forth in XL's most recent report on Form 10-K and XL's other documents on file with the Securities and Exchange Commission. XL undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. # # # -----END PRIVACY-ENHANCED MESSAGE-----