-----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, Q3US6i7I1oVJfqmFo1BkEI4ImkemDc2/KsjK8zzGrCEg9QPbSvMLTPfoBZtEImdf FKQCxCE2YpNcQIrk8FSKUg== /in/edgar/work/20000601/0000898822-00-000362/0000898822-00-000362.txt : 20000919 0000898822-00-000362.hdr.sgml : 20000919 ACCESSION NUMBER: 0000898822-00-000362 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000601 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANNUITY & LIFE RE HOLDINGS LTD CENTRAL INDEX KEY: 0001051628 STANDARD INDUSTRIAL CLASSIFICATION: [6311 ] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53943 FILM NUMBER: 647983 BUSINESS ADDRESS: STREET 1: VICTORIA HALL STREET 2: VICTORIA STREET, PO BOX HM 1262 CITY: HAMILTON, HM BERMUDA BUSINESS PHONE: 4412951422 MAIL ADDRESS: STREET 1: VICTORIA HALL, VICTORIA STREET STREET 2: PO BOX HM 1262, HAMILTON, HM FX CITY: BERMUDA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: XL CAPITAL LTD CENTRAL INDEX KEY: 0000875159 STANDARD INDUSTRIAL CLASSIFICATION: [6351 ] IRS NUMBER: 980058718 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 0001.txt SCHEDULE 13D-AMENDMENT NO. 3 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 3) ANNUITY AND LIFE RE (HOLDINGS), INC. -------------------------------------------------------- (Name of Issuer) COMMON SHARES, PAR VALUE $1.00 ------------------------------------------------------------ (Title of Class of Securities) G03910 10 9 ------------------------------------------------ (CUSIP Number) ------------------------------------------------------------------ PAUL S. GIORDANO, ESQ. EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL XL CAPITAL LTD (F/K/A EXEL LIMITED) CUMBERLAND HOUSE ONE VICTORIA STREET HAMILTON HM 11, BERMUDA (441) 292-8515 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE COMMUNICATIONS) MAY 1, 2000 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13D-1(f) or 13d-1(g), check the following box: |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other parties to whom copies are to be sent. SCHEDULE 13D - ----------------------------- ----------------------- CUSIP No. G03910 10 9 Page 2 of 4 Pages - ----------------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS XL CAPITAL LTD (F/K/A EXEL LIMITED) I.R.S. IDENTIFICATION NO. 98-0058718 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | (b) | | - -------------------------------------------------------------------------------- 3 SEC USE ONLY || - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE ORGANIZATION CAYMAN ISLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -2,970,213- NUMBER OF ------------------------------------------------------------------ 8 SHARES SHARED VOTING POWER -0- BENEFICIALLY ------------------------------------------------------------------ 9 OWNED BY SOLE DISPOSITIVE POWER -0- EACH ------------------------------------------------------------------ 10 REPORTING SHARED DISPOSITIVE POWER -0- PERSON WITH - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -2,970,213- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- XL Capital Ltd (f/k/a EXEL Limited) hereby amends the Schedule 13D originally filed with the Securities and Exchange Commission on April 30, 1998, as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on January 18, 2000, and as further amended by Amendment No. 2 thereto filed with the Securities and Exchange Commission on March 15, 2000 (the "Schedule 13D"). Capitalized terms used without definition in this Amendment No. 3 to the Schedule 13D shall have the respective meanings ascribed thereto in the Schedule 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the Schedule 13D is hereby amended by deleting the form of Letter Agreement previously filed as Exhibit 99.8 and replacing it with the attached Exhibit 99.8: 99.8 Letter Agreement. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 1, 2000 XL Capital Ltd By: /s/Paul S. Giordano Name: Paul S. Giordano Title: Executive Vice President, General Counsel & Secretary EX-99 2 0002.txt EXHIBIT 99.8-LETTER AGREEMENT Exhibit 99.8 Letter Agreement. May 1, 2000 Annuity and Life Re (Holdings), Ltd. Cumberland House One Victoria Street Hamilton, Bermuda Risk Capital Reinsurance Company 20 Horseneck Lane Greenwich, CT 06830 United States of America Re: Securities Purchase Agreement Ladies and Gentlemen: Reference is made to the Stock Repurchase Agreement (the "Repurchase Agreement"), dated as of January 17, 2000, by and among XL Capital Ltd ("XL"), Garrison Investments Inc., a wholly owned subsidiary of XL (the "XL Sub"), Risk Capital Holdings, Inc. ("RCH") and Risk Capital Reinsurance Company, a wholly owned subsidiary of RCH (the "RCH Sub"). Pursuant to the Repurchase Agreement, the XL Sub is selling, and RCH is repurchasing from the XL Sub, 4,755,000 shares of RCH common stock owned by the XL Sub (the "RCH Shares"). As part of the consideration for the sale of the RCH Shares, RCH has agreed to transfer 1,418,440 common shares (the "ALRE Shares") of Annuity & Life Re (Holdings), Inc. ("ALRE") and warrants to purchase 100,000 common shares of ALRE (the "ALRE Warrants"). Reference is also made to the Letter Agreement, dated as of March 4, 1998, between the RCH Sub and ALRE, relating to the RCH Sub's right to designate one individual to be nominated as a director of ALRE (the "Letter Agreement"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the RCH Sub and ALRE agree that the Letter Agreement will terminate upon the effectiveness of this letter agreement; and the parties to the Repurchase Agreement agree that RCH and RCH Sub shall be deemed to have fulfilled their obligations to transfer the rights under the Letter Agreement to XL or XL sub upon the effectiveness of this letter agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, and in order to permit XL to account for its investment in ALRE using the equity method of accounting under U.S. generally accepted accounting principles, XL and ALRE agree that for so long as XL or any wholly owned subsidiary of XL, including the XL Sub, beneficially owns, alone or in the aggregate, at least 500,000 common shares of ALRE (including for this purpose shares issuable pursuant to the ALRE Warrants or any other securities entitling the owner thereof to receive shares), XL shall have the right to designate one individual for election to the board of directors of ALRE. Upon timely receipt by ALRE of XL's written exercise of such right, ALRE shall cause such individual to be appointed a director as soon as practicable thereafter or nominated for election as a director of ALRE at the next annual general meeting of ALRE (provided no person previously selected by XL is a member of a class of directors of ALRE not standing for election at such meeting). The initial designee of XL shall be Brian M. O'Hara. No party to this letter agreement shall have the right to consent to any agreement herein unless it is a party to such an agreement. This letter agreement shall become effective when executed by all parties hereto. Very truly yours, XL Capital Ltd /s/ Paul S. Giordano -------------------------------- Name: Paul S. Giordano Title: Executive Vice President, General Counsel & Secretary Acknowledged and Agreed by: ---------- Annuity & Life Re (Holdings), Ltd. Risk Capital Reinsurance Company /s/ Lawrence S. Doyle /s/ Louis Petrillo - ---------------------------------- -------------------------- Name: Lawrence S. Doyle Name: Louis Petrillo Title: Chief Executive Officer Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----