-----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, AbGbW6ja+kxElvax5B6KIYq/8oqMpuwARwLOFbPAfKVJv7lJNf7aoaBDf/ieYvTq wwC2BkKYUeKQhAg4P7idkg== 0000898822-98-000780.txt : 19980810 0000898822-98-000780.hdr.sgml : 19980810 ACCESSION NUMBER: 0000898822-98-000780 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980807 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980807 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: 98679995 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 7, 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 2. ACQUISITION OR DISPOSITION OF ASSETS. On August 7, 1998, the schemes of arrangement (the "Arrangements") between EXEL Limited (which has been renamed "EXEL Holdings Limited") ("EXEL") and its shareholders and between Mid Ocean Limited ("Mid Ocean") and its shareholders were sanctioned by the Grand Court of the Cayman Islands and the Arrangements were consummated. Pursuant to the Arrangements, EXEL and Mid Ocean became wholly owned subsidiaries of Exel Merger Company Ltd. (which has been renamed "EXEL Limited") ("New EXEL"). Pursuant to the Arrangements, subject to the cash election available to shareholders of EXEL and Mid Ocean, each ordinary share of EXEL will be exchanged for one Class A ordinary share of New EXEL, each Class A ordinary share of Mid Ocean will be exchanged for 1.0215 Class A ordinary shares of New EXEL, and each Class B ordinary share and Class C ordinary share of Mid Ocean will be exchanged for 1.0215 Class B ordinary shares of New EXEL. EXEL and Mid Ocean issued the press release attached as Exhibit 99.1 announcing the consummation of the Arrangements. New EXEL is the successor issuer to EXEL under Rule 12g-3(a) of the Securities Act of 1934, as amended (the "Act") and the Class A ordinary shares of New EXEL are therefore deemed registered under Section 12(b) of the Act . 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired ------------------------------------------- This information will be filed within 60 days as an amendment to this Form 8-K. (b) Pro Forma Financial Information ------------------------------- This information will be filed within 60 days as an amendment to this Form 8-K. (c) Exhibits -------- Exhibit Description - ------- ----------- 99.1 Text of press release, dated August 7, 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 7, 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 7, 1998, issued by EXEL imited. 5 EX-99 2 EXHIBIT 99.1 - PRESS RELEASE [MID OCEAN LIMITED/EXEL LIMITED JOINT LETTERHEAD] Contacts: EXEL Limited Mid Ocean Limited Gavin R. Arton John M. Wadson (441) 292-8515 (441) 292-1358 MERGER OF EXEL LIMITED AND MID OCEAN LIMITED COMPLETED --------------- EXEL Combines Reinsurance Operations HAMILTON, BERMUDA, August 7, 1998 -- EXEL Limited (NYSE:XL) ("EXEL") and Mid Ocean Limited (NYSE:MOC) ("Mid Ocean") announced that approval for their merger has been received from the Grand Court of the Cayman Islands and that the transaction closed today. "I am very pleased that the merger of our two companies is now finalized," stated Brian M. O'Hara, Presdient and Chief Executive Officer of EXEL. "The integration of our organizations is substantially completed and I am extremely pleased with how well our cultures have come together," Mr. O'Hara added. EXEL also announced today that the combination of the principal reinsurance subsidiaries of EXEL and Mid Ocean, X.L. Global Reinsurance Company, Ltd. and Mid Ocean Reinsurance Company, Ltd., respectively, has been completed. Henry C.V. Keeling has been named President and Chief Executive Officer of the combined company, which will operate as "X.L. Mid Ocean Reinsurance Company, Ltd." and have capital and surplus in excess of $1 billion. EXEL Limited, through its subsidiaries, is a leading provider of general liability, directors and officers liablity, employment practices liability, political risk, X.L. Risk Solutions, excess property insurance and 1 reinsurance coverages and financial 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, 1997 and other documents on file with the Securities and Exchange Commission. # # # 2 -----END PRIVACY-ENHANCED MESSAGE-----