-----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, IiR+4/CceDfBB3QmLE+ybwSuXUoICFddadJMZS77bmUuyX564qbM5ZakDJJFcerO 6tBjDhkOOnSWmijaFfvzLw== 0000898822-98-000758.txt : 19980804 0000898822-98-000758.hdr.sgml : 19980804 ACCESSION NUMBER: 0000898822-98-000758 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980803 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980803 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXEL LTD CENTRAL INDEX KEY: 0000875159 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 980058718 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10804 FILM NUMBER: 98676430 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 8-K 1 CURRENT REPORT ON 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 Date of Report (Date of earliest event reported): August 3, 1998 EXEL LIMITED ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Cayman Islands 1-10804 98-0058718 - ---------------------------- --------------- -------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) Cumberland House, 1 Victoria Street, Hamilton, Bermuda HM 11 - -------------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (441) 292-8515 ---------------------------------------------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. On August 3, 1998, EXEL Limited ("EXEL") and Mid Ocean Limited ("Mid Ocean") issued the press release attached as Exhibit 99.1 announcing that shareholders of EXEL and Mid Ocean approved the merger of EXEL and Mid Ocean at separate shareholders' meetings held on August 3, 1998. In the same press release, EXEL and Mid Ocean also announced that the cash election period in connection with the merger expired on August 1, 1998, and that the cash portion of the merger consideration was fully subscribed. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit Description - ------- ------------ 99.1 Text of press release, dated August 3, 1998, issued by EXEL Limited. 3 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. Dated: August 3, 1998 EXEL LIMITED By:/s/Paul S. Giordano Paul S. Giordano Secretary and General Counsel 4 EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Text of press release, dated August 3, 1998, issued by EXEL Limited. 5 EX-99 2 EXHIBIT 99.1 - PRESS RELEASE Contacts: EXEL Limited Mid Ocean Limited Gavin R. Arton John M. Wadson (441)292-8515 (441)292-1358 SHAREHOLDERS APPROVE MERGER OF EXEL LIMITED AND MID OCEAN LIMITED HAMILTON, BERMUDA August 3, 1998 -- EXEL Limited (NYSE:XL) ("EXEL") and Mid Ocean Limited (NYSE:MOC) ("Mid Ocean") announced that their shareholders voted overwhelmingly in favor of the merger of the two companies at separate shareholder meetings held today in Bermuda. More than 80 percent of the outstanding shares of each company were voted in favor of the merger which is subject to the approval of the Grand Court of the Cayman Islands. The Grand Court is expected to hold a hearing on the merger on Friday, August 7, 1998. It is expected that the transaction will close immediately after receipt of Grand Court approval. EXEL and Mid Ocean also announced that the cash election period expired on August 1, 1998, and that the cash election portion of the merger consideration was fully subscribed. Following consummation of the merger, EXEL shareholders will receive an aggregate of $204 million in cash on a pro rata basis, and Mid Ocean shareholders who elected cash will receive an aggregate of $96 million in cash on a pro rata basis. The holders of approximately 3.5 million shares of EXEL and approximately 4.9 million shares of Mid Ocean elected to receive cash in lieu of shares under the terms of the cash election offer. EXEL Limited, through X.L. Insurance Company, Ltd., X.L. Europe Insurance and X.L. Global Reinsurance Company, Ltd. is a leading provider of general liability, directors and officers liability, employment practices liability, political risk, X.L. Risk Solutions, excess property insurance and reinsurance coverages and finanical products to industrial, commercial and professional service firms, insurance companies and other enterprises on a worldwide basis. Mid Ocean Limited, through its wholly-owned subsidiaries, Mid Ocean Reinsurance Company, Ltd. And the Brockbank Group plc, provides a broad range of reinsurance and insurance products on a global basis. This presentation may contain forward-looking statements. Actual results may differ materially from those predicted in such forward-looking statements. Additional information concerning factors that could cause actual results to differ from those in such forward-looking statements is contained in EXEL Limited's Annual Report on Form 10-K for the fiscal year ended November 30, 1998 and other documents on file with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----