-----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, P2t1xEjfBMukw9DBy71S2WBhiabmpjmjkZOwtQLnSv/rCGA7FJ4kXtfihKEniTt8 +JQmmWxRVRWn/FykLXZ+Yg== 0000898822-98-000343.txt : 19980323 0000898822-98-000343.hdr.sgml : 19980323 ACCESSION NUMBER: 0000898822-98-000343 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980319 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MID OCEAN LTD CENTRAL INDEX KEY: 0000906247 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46895 FILM NUMBER: 98569275 BUSINESS ADDRESS: STREET 1: RICHMOND HOUSE STREET 2: 12 PAR LA VILLA RD CITY: HAMILTON HM EX BERM STATE: D0 BUSINESS PHONE: 8092921358 MAIL ADDRESS: STREET 1: P O BOX HM 1066 CITY: HAMILTON HM EX CAY STATE: E9 FILED BY: 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: 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 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Mid Ocean Limited - -------------------------------------------------------------------------------- (Name of Issuer) Class A Ordinary Shares (Par Value U.S. $0.20 Per Share) - -------------------------------------------------------------------------------- (Title of Class of Securities) G6106110 0 - -------------------------------------------------------------------------------- (CUSIP Number) Paul S. Giordano Senior Vice President, General Counsel and Secretary EXEL Limited Cumberland House, 1 Victoria Street Hamilton, Bermuda HM 11 (441) 292-8515 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 16, 1998 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: / /. - ----------------------- CUSIP NO. G6106110 0 - ----------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EXEL Limited - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- Number of 7. SOLE VOTING POWER Shares 9,676,367 Class A Ordinary Shares ---------------------------------------------------------------- Beneficially 8. SHARED VOTING POWER Owned By -0- ---------------------------------------------------------------- Each 9. SOLE DISPOSITIVE POWER Reporting 9,676,367 Class A Ordinary Shares ---------------------------------------------------------------- Person With 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,676,367 Class A Ordinary Shares - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.82% of the Class A Ordinary Shares - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- PAGE 2 OF 16 PAGES AMENDMENT NO. 3 TO SCHEDULE 13D RELATING TO THE CLASS A ORDINARY SHARES OF MID OCEAN LIMITED EXEL Limited ("EXEL" or the "Reporting Person") hereby files this Amendment No. 3 ("Amendment No. 3") to the statement on Schedule 13D filed with respect to the ordinary shares of common stock of Mid Ocean Limited, a corporation organized under the laws of the Cayman Islands ("Mid Ocean" or the "Issuer"). The ordinary shares of common stock of Mid Ocean consists of three classes: Class A Ordinary Shares, par value $0.20 per share ("Class A Ordinary Shares"), Class B Ordinary Shares, par value $0.20 per share ("Class B Ordinary Shares"), and Class C Ordinary Shares, par value $0.20 per share ("Class C Ordinary Shares," collectively the "Ordinary Shares"). EXEL most recently amended this Schedule 13D with respect to the Class A Ordinary Shares by Amendment No. 2 thereto dated June 14, 1994 (as amended, the "Schedule 13D"). Unless otherwise indicated, all capitalized terms not otherwise defined herein shall have the same meanings as those set forth in the Schedule 13D. This Amendment No. 3 is being filed to report that, as of March 16, 1998, the Reporting Person and the Issuer have entered into an Agreement and Schemes of Arrangement (the "Agreement"), as described in Item 4 and attached as an exhibit hereto in Item 7. The Reporting Person, New EXEL (as defined herein) and JP Morgan Capital Corporation have entered into a Support Agreement (the "Support Agreement"), dated as of March 16, 1998, as described in Item 6 and attached as an exhibit in Item 7. On March 17, 1998, the Reporting Person filed with the Commission a current report on Form 8-K related to the Agreement, the Support Agreement, and the transactions contemplated thereby, which Form 8-K is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and supplemented as follows: The names, addresses, citizenship and principal occupation or employment of the directors and executive officers of the Reporting Person are set forth in Exhibit A, attached hereto, which is incorporated herein by reference. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and supplemented as follows: On March 16, 1998, the Reporting Person and the Issuer announced that they had entered into the Agreement, pursuant to which, in accordance with Cayman Islands law, (i) each ordinary share, par value $0.01, of the Reporting Person would be transferred to a newly formed holding company incorporated in the Cayman Islands to be renamed "EXEL Limited." ("New EXEL"), and in exchange therefor the holder thereof would be issued one ordinary voting share of New EXEL ("New EXEL Voting Share") per share so transferred, (ii) each outstanding Class A Ordinary Share of the Issuer would be transferred to New EXEL and in exchange therefor the holder thereof would be issued 1.0215 New EXEL Voting Shares per Class A Ordinary Share so transferred, and (iii) each outstanding Class B Ordinary Share and Class C Ordinary Share would be transferred to New EXEL and in exchange therefor the holder thereof would receive 1.0215 non-voting common shares of New EXEL ("New EXEL Non-Voting Shares"). Following the consummation of the transactions contemplated by the Agreement (collectively, the "Schemes of Arrangement"), the Board of Directors of New EXEL will consist of the current Board of Directors of the Reporting Person plus five members of the current Board of Directors of the Issuer, including Robert J. Newhouse, Jr., Chairman of the Board of Issuer, and Michael A. Butt, President and Chief Executive Officer of Issuer. Michael P. Esposito and PAGE 3 OF 16 PAGES Brian M. O'Hara, the current Chairman and the current President and Chief Executive Officer, respectively, of Reporting Person, will be the Chairman and the President and Chief Executive Officer, respectively, of New EXEL. The Schemes of Arrangement are intended to constitute an exchange under Section 351(a) of the Internal Revenue Code of 1986, as amended, and to be accounted for as a purchase. Consummation of the Schemes of Arrangement is subject to various conditions, including: (i) approval of the Agreement and the Schemes of Arrangement by the shareholders of each of EXEL and Mid Ocean pursuant to the laws of the Cayman Islands; (ii) receipt of requisite regulatory and contractual approvals, including from the Grand Court of the Cayman Islands and the Corporation of Lloyd's; (iii) receipt by each of EXEL and Mid Ocean of an opinion of counsel in reasonably satisfactory form as to the tax treatment of certain aspects of the Schemes of Arrangement; (iv) the registration pursuant to the Securities Act of 1933, as amended, of the New EXEL Shares to be issued in the Schemes of Arrangement; (v) listing of the New EXEL Voting Shares on the New York Stock Exchange, and (vi) satisfaction of certain other conditions. The Agreement includes customary restrictions on the activities of the Issuer prior to the consummation of the Schemes of Arrangement, including customary provisions regarding the solicitation of alternative proposals by the Issuer. The articles of association of New EXEL will be amended and restated in substantially the form of the existing articles of association of Reporting Person, with additional provision for (i) the New EXEL Non-Voting Shares (which shall have substantially the same terms as the Class C Ordinary Shares) for which the Class B Ordinary Shares and Class C Ordinary Shares shall be exchanged and (ii) the authorization of preferred shares by New EXEL, and (iii) certain other matters as the Issuer and the Reporting Person may agree. The description set forth above does not purport to be complete and is subject to, and qualified in its entirety by reference to, the texts of the Agreement and the Support Agreement, which are attached in full as Exhibits 7.1 and 7.2 hereof and are incorporated in this Item 4 by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and supplemented as follows: As of the date hereof, Reporting Person beneficially owns 9,676,367 Class A Ordinary Shares. Based upon the foregoing, Reporting Person beneficially owns approximately 26.82% of the 36,080,267 Class A Ordinary Shares represented by the Company to be outstanding as of March 10, 1998. As described in Item 4, Reporting Person and Issuer have entered into the Agreement. Upon the consummation of the Agreement and the transactions contemplated thereby, Reporting Person and Parent will become subsidiaries of New EXEL. The information set forth in Item 4 and the Agreement attached hereto as Exhibit 7.1 are incorporated in this Item 5(a) by reference. The Reporting Person is in the process of inquiring as to the interests of its executive officers and directors in the securities of the Issuer and will file an amendment to this Schedule 13D to reflect any additional disclosures called for by this Item 5, if applicable. PAGE 4 OF 16 PAGES ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is amended and supplemented as follows: JP Morgan Capital Corporation, which owns all of the Class B Ordinary Shares and Class C Ordinary Shares of Issuer, New EXEL and Reporting Person have entered into the Support Agreement pursuant to which it has agreed, among other things, to vote all of its shares in Issuer in favor of the Agreement and the transactions contemplated thereby. The foregoing summary of the Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the text of the Support Agreement, which is filed as Exhibit 7.2 hereto and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended by adding thereto the following: The following is to be filed herewith as an Exhibit to this Amendment No. 3: (7.1) Agreement and Scheme of Arrangements, dated as of March 16, 1998, by and among EXEL Limited, Exel Merger Company Ltd., and Mid Ocean Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by EXEL on March 17, 1998 (file No. 1-10804)). (7.2) Support Agreement, dated as of March 16, 1998, by and among EXEL Limited, Exel Merger Company Ltd., and JP Morgan Capital Corporation (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by EXEL on March 17, 1998 (file No. 1-10804)). PAGE 5 OF 16 PAGES SIGNATURE 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. EXEL LIMITED By: /S/ Paul S. Giordano Date: March 18, 1998 Name: Paul S. Giordano Title: Senior Vice President, General Counsel and Secretary PAGE 6 OF 16 PAGES INDEX TO EXHIBITS Exhibit No. Exhibit Page (7.1) Agreement and Scheme of Arrangements, dated as of March 16, 1998, by and among EXEL Limited, Exel Merger Company Ltd., and Mid Ocean Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by EXEL on March 17, 1998 (File No. 1-10804)). (7.2) Support Agreement, dated as of March 16, 1998, by and among EXEL Limited, Exel Merger Company Ltd., and JP Morgan Capital Corporation (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by EXEL on March 17, 1998 (File No. 1-10804)). PAGE 7 OF 16 PAGES SCHEDULE 13D EXHIBIT A Executive Officers and Directors of EXEL Limited NAME: Brian M. O'Hara RESIDENCE OR EXEL Limited BUSINESS ADDRESS: 1 Victoria Street Hamilton, HM11, Bermuda PRINCIPAL OCCUPATION: (a) Name: EXEL Limited (b) Address: 1 Victoria Street (c) Title: Hamilton, HM11, Bermuda President, Chief Executive Officer, and Director of EXEL and Chairman of X.L. Insurance Company Ltd. ("X.L.") and X.L. Global Reinsurance Company Ltd.("XLGR") CITIZENSHIP: U.S.A. NAME: Robert J. Cooney RESIDENCE OR EXEL Limited BUSINESS ADDRESS: 1 Victoria Street Hamilton, HM11, Bermuda PRINCIPAL OCCUPATION: (a) Name: EXEL Limited (b) Address: 1 Victoria Street Hamilton, (c) Title: HM11, Bermuda President and Chief Operating Officer of X.L. CITIZENSHIP: U.S.A. PAGE 8 OF 16 PAGES SCHEDULE 13D EXHIBIT A Executive Officers and Directors of EXEL Limited NAME: K. Bruce Connell RESIDENCE OR EXEL Limited BUSINESS ADDRESS: 1 Victoria Street Hamilton, HM11, Bermuda PRINCIPAL OCCUPATION: (a) Name: EXEL Limited (b) Address: 1 Victoria Street Hamilton, (c) Title: HM11, Bermuda President and Chief Operating Officer of XLGRe. CITIZENSHIP: U.S.A. Robert R. Lusardi NAME: RESIDENCE OR EXEL Limited BUSINESS ADDRESS: 1 Victoria Street Hamilton, HM11, Bermuda PRINCIPAL OCCUPATION: (a) Name: EXEL Limited (b) Address: 1 Victoria Street Hamilton, HM11, Bermuda (c) Title: Executive Vice President and Chief Financial Officer CITIZENSHIP: U.S.A PAGE 9 OF 16 PAGES SCHEDULE 13D EXHIBIT A Executive Officers and Directors of EXEL Limited NAME: Christopher V. Greetham RESIDENCE OR EXEL Limited BUSINESS ADDRESS: 1 Victoria Street Hamilton, HM11, Bermuda PRINCIPAL OCCUPATION: (a) Name: EXEL Limited (b) Address: 1 Victoria Street Hamilton, HM11, Bermuda (c) Title: Senior Vice President and Chief Investment Officer of EXEL CITIZENSHIP: U.K. NAME: Paul S. Giordano RESIDENCE OR EXEL Limited BUSINESS ADDRESS: 1 Victoria Street Hamilton, HM11, Bermuda PRINCIPAL OCCUPATION: (a) Name: EXEL Limited (b) Address: 1 Victoria Street Hamilton, HM11, Bermuda (c) Title: Senior Vice President, General Counsel and Secretary of EXEL, X.L. and XLGRe CITIZENSHIP: U.S.A. PAGE 10 OF 16 PAGES SCHEDULE 13D EXHIBIT A Executive Officers and Directors of EXEL Limited NAME: Ian R. Heap RESIDENCE OR Nine Black Hawk Trail BUSINESS ADDRESS: Savannah, GA 31411 PRINCIPAL OCCUPATION: (a) Name: EXEL Limited (b) Address: 1 Victoria Street Hamilton, HM11, Bermuda (c) Title: CITIZENSHIP: U.S.A. Robert Clements NAME: RESIDENCE OR Risk Capital Reinsurance BUSINESS ADDRESS: 20 Horseneck Lane Greenwich, CT 06830 PRINCIPAL OCCUPATION: (a) Name: Risk Capital Reinsurance (b) Address: 20 Horseneck Lane Greenwich, CT 06830 (c) Title: Chairman CITIZENSHIP: U.S.A. PAGE 11 OF 16 PAGES SCHEDULE 13D EXHIBIT A Executive Officers and Directors of EXEL Limited NAME: Michael P. Esposito, Jr. RESIDENCE OR Inter-Atlantic Securities BUSINESS ADDRESS: Corporation 712 Fifth Avenue - 22nd Floor New York, NY 10019 PRINCIPAL OCCUPATION: (a) Name: Inter-Atlantic Securities Corporation (b) Address: 712 Fifth Avenue - 22nd Floor New York, NY 10019 (c) Title: Partner CITIZENSHIP: U.S.A. NAME: Gilbert Gould RESIDENCE OR Southern California Edison BUSINESS ADDRESS: Company 2244 Walnut Grove Avenue Rosemead, California 91770 PRINCIPAL OCCUPATION: (a) Name: Southern California Edison Company (b) Address: 2244 Walnut Grove Avenue Rosemead, California 91770 (c) Title: Manager of Financial Services CITIZENSHIP: U.S.A. PAGE 12 OF 16 PAGES SCHEDULE 13D EXHIBIT A Executive Officers and Directors of EXEL Limited NAME: Robert V. Hatcher, Jr. RESIDENCE OR 8401 Patterson Avenue BUSINESS ADDRESS: Suite 106 Richmond, VA 23229 PRINCIPAL OCCUPATION: (a) Address: 8401 Patterson Avenue Suite 106 Richmond, VA 23229 CITIZENSHIP: U.S.A. NAME: John Loudon RESIDENCE OR Caneminster Ltd. BUSINESS ADDRESS: Suite B Bristol House 67 Lower Sloane Street London SW1W 8DD England PRINCIPAL OCCUPATION: (a) Name: Caneminster Ltd. (b) Address: Suite B Bristol House 67 Lower Sloane Street London SW1W 8DD England (c) Title: Chairman CITIZENSHIP: Dutch PAGE 13 OF 16 PAGES SCHEDULE 13D EXHIBIT A Executive Officers and Directors of EXEL Limited NAME: Robert S. Parker RESIDENCE OR 5200 Watson Street, N.W. BUSINESS ADDRESS: Washington, D.C. 20016 PRINCIPAL OCCUPATION: (a) Address: 5200 Watson Street, N.W. Washington, D.C. 20016 CITIZENSHIP: U.S.A. NAME: Cyril E. Rance RESIDENCE OR Suite 425 BUSINESS ADDRESS: 48 Par-La-Ville Road Hamilton HM 11, Bermuda PRINCIPAL OCCUPATION: (a) Address: Suite 425 48 Par-La-Ville Road Hamilton HM 11 Bermuda CITIZENSHIP: Bermuda PAGE 14 OF 16 PAGES SCHEDULE 13D EXHIBIT A Executive Officers and Directors of EXEL Limited NAME: Alan Z. Senter RESIDENCE OR 2 West 67th Street BUSINESS ADDRESS: Apartment 10B New York, NY 10023 PRINCIPAL OCCUPATION: (a) Address: 2 West 67th Street Apartment 10B New York, NY 10023 CITIZENSHIP: U.S.A. NAME: John T. Thornton RESIDENCE OR Norwest Corporation BUSINESS ADDRESS: Norwest Center Sixth and Marquette Minneapolis, MN 55479 PRINCIPAL OCCUPATION: (a) Name: Norwest Corporation (b) Address: Norwest Center Sixth and Marquette Minneapolis, MN 55479 (c) Title: Executive Vice President and Chief Financial Officer, Norwest Corporation CITIZENSHIP: U.S.A. PAGE 15 OF 16 PAGES SCHEDULE 13D EXHIBIT A Executive Officers and Directors of EXEL Limited NAME: Ellen Thrower RESIDENCE OR The College of Insurance BUSINESS ADDRESS: 101 Murray Street New York, NY 10007 PRINCIPAL OCCUPATION: (a) Name: The College of Insurance (b) Address: 101 Murray Street New York, NY 10007 (c) Title: President CITIZENSHIP U.S.A. NAME: John W. Weiser RESIDENCE OR Bechtel Group, Inc. BUSINESS ADDRESS: P.O. Box 3965 San Francisco, California 94119 PRINCIPAL OCCUPATION: (a) Name: Bechtel Group, Inc. (b) Address: P.O. Box 3965 San Francisco California 94119 (c) Title: Senior Vice President and Director. CITIZENSHIP: U.S.A. PAGE 16 OF 16 PAGES -----END PRIVACY-ENHANCED MESSAGE-----