-----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, Rw/s+18vQL6m++3K+xpBMvRkfc6R2wsgR0X+0+hVR1jQ/bSiCsPBjyDVZ/DZuuJI CY8cY5sZ1yaJN/FZdht8rQ== 0000930413-04-001158.txt : 20040316 0000930413-04-001158.hdr.sgml : 20040316 20040316172351 ACCESSION NUMBER: 0000930413-04-001158 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040316 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XL CAPITAL LTD CENTRAL INDEX KEY: 0000875159 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 980191089 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10804 FILM NUMBER: 04673537 BUSINESS ADDRESS: STREET 1: XL HOUSE STREET 2: ONE BERMUDIANA ROAD 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 c31473-8k.txt ================================================================================ UNITED STATES 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): MARCH 16, 2004 ------------------------ 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 Identification No.) incorporation or organization)
XL HOUSE, ONE BERMUDIANA ROAD, HAMILTON, BERMUDA HM11 (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (441) 292 8515 NOT APPLICABLE (Former name or former address, if changed since last report) ================================================================================ ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On March 16, 2004, XL Capital Ltd issued the press release attached as Exhibit 99(a) and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are filed herewith: EXHIBIT NO. DESCRIPTION ----------- ----------- 99(a) Press Release ("XL Capital Ltd Announces Plan To Offer Equity Security Units") dated March 16, 2004. 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. Date: March 16, 2004 XL CAPITAL LTD (Registrant) By: /s/ JERRY DE ST. PAER ---------------------------------------- Name: Jerry de St. Paer Title: Executive Vice President and Chief Financial Officer EX-99.A 3 c31473_ex99-a.txt EXHIBIT 99(a) [XL CAPITAL LOGO OMITTED] XL CAPITAL LTD XL House One Bermudiana Road P. O. Box HM 2245 Hamilton HM JX Bermuda Phone: (441) 292-8515 Fax: (441) 292-5280 NEWS RELEASE Contact: Gavin R. Arton Roger R. Scotton Investor Relations Media Contact (441) 294-7104 (441) 294-7165 XL CAPITAL LTD ANNOUNCES PLAN TO OFFER EQUITY SECURITY UNITS HAMILTON, BERMUDA, March 16, 2004 -- XL Capital Ltd ("XL" or the "Company") (NYSE: XL) announced today that it currently plans to raise approximately $750,000,000 in capital from an offering of equity security units consisting of (i) forward purchase contracts to purchase, and XL to issue, its ordinary shares and (ii) debt securities, pursuant to XL's currently effective shelf registration statement. The Company intends to use the net proceeds from the sale of the equity security units for general corporate purposes. As part of the transaction, XL expects to offer approximately 30 million equity security units with a stated amount of $25 per unit. XL expects to grant the underwriters an over-allotment option to purchase up to approximately 3 million additional equity security units at the offering price. The underwriters for XL's equity security unit offering are Goldman, Sachs & Co., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. Full details of the offering, including a description of the equity security units and certain risk factors related to the equity security units, are contained in a prospectus supplement dated today and available through the underwriters. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the equity security units or any other securities, nor will there be any sale of the equity security units or any other securities in any state or jurisdiction in which such offer, solicitation or sale is not permitted. XL Capital Ltd, through its operating subsidiaries, is a leading provider of insurance and reinsurance coverages and financial products and services to industrial, commercial and professional service firms, insurance companies, and other enterprises on a worldwide basis. As of December 31, 2003, XL Capital Ltd had consolidated assets of approximately $40.8 billion and consolidated shareholders' equity of approximately $6.9 billion. More information about XL Capital Ltd is available at www.xlcapital.com. -----END PRIVACY-ENHANCED MESSAGE-----