-----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, KWJXLnzHyE/wlof2hTW3vTCa5ESd7q21V5NMtGi0ehxHlcjXHgj4bLlT/vEKqixn j6nZ53RFqs62e3W1OQZ9uw== 0000950131-97-004048.txt : 19970620 0000950131-97-004048.hdr.sgml : 19970620 ACCESSION NUMBER: 0000950131-97-004048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970613 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970619 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: 1934 Act SEC FILE NUMBER: 001-10804 FILM NUMBER: 97626309 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): June 13, 1997 EXEL LIMITED - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter.) Cayman Islands 1-10804 98-0058718 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer or incorporation) Identification No.) Cumberland House, One Victoria Street, Hamilton, Bermuda HM 11 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (441) 292-8515 -------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) -2- Item 2. ACQUISITION OR DISPOSITION OF ASSETS. On June 13, 1997, Registrant, through its wholly-owned subsidiary, Exel Acquisition Ltd., completed the acquisition of GCR Holdings Limited ("GCR"). The acquisition was accomplished by a cash tender offer which expired at midnight on June 11, 1997, pursuant to which Registrant acquired more than 93% of GCR's outstanding Ordinary Shares, par value $0.10 per share, for $27.00 per share. The cost of acquiring such shares was approximately $623.0 million. The Registrant intends to give notice to all holders of the then outstanding shares that Exel Acquisition Ltd. intends to acquire compulsorily such shares for $27.00 per share pursuant to Cayman Islands Law. GCR, which is headquartered in Bermuda, provides property catastrophe, property risk excess-of-loss, property pro rata, marine, energy, satellite and financial products reinsurance to insurers on a worldwide basis through its principal wholly-owned subsidiary, Global Capital Reinsurance Limited. The funds used to consummate the acquisition were obtained from a combination of cash on hand, liquidation of certain investments and bank borrowings by subsidiaries of Registrant from a syndicate of banks led by Mellon Bank, N.A. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) No Financial Statements are required to be filed with this report. (b) No pro forma financial information is required to be filed with this report. (c) Exhibits Exhibit Number -------------- 1. Agreement and Plan of Amalgamation dated as of May 8, 1997 filed as part of Registrant's Tender Offer Statement pursuant to Section 14(d) (1) of the Securities Exchange Act of 1934 is incorporated herein by reference. (All Schedules and certain exhibits have been omitted. Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request.) 2. (a) Short Term Revolving Credit Agreement dated as of June 6, 1997 filed as part of Amendment No. 2 to Registrant's Tender Offer Statement pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 is incorporated herein by reference. (b) Revolving Credit Agreement dated as of June 6, 1997 filed as part of Amendment No. 2 to Registrant's Tender Offer Statement pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 is incorporated herein by reference. 3. Press Release dated June 12, 1997. -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. EXEL LIMITED By: /s/ Brian M. O'Hara -------------------------------------- Name: Brian M. O'Hara Title: President and Chief Executive Officer Dated: June 18, 1997 -4- EXHIBIT INDEX Number Description Page - ------ ----------- ---- 1. Agreement and Plan of Amalgamation dated as of May 8, 1997 filed as part of Registrant's Tender Offer Statement pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 is incorporated herein by reference. 2. (a) Short Term Revolving Credit Agreement dated as of June 6, 1997 filed as part of Amendment No. 2 to Registrant's Tender Offer Statement pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 is incorporated herein by reference. (b) Revolving Credit Agreement dated as of June 6, 1997 filed as part of Amendment No. 2 to Registrant's Tender Offer Statement pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 is incorporated herein by reference. 3. Press Release dated June 12, 1997. 5 EX-99.3 2 PRESS RELEASE, DATED 6/12/1997 -5- [LOGO] EXEL Limited Cumberland House One Victoria Street P.O. Box HM 2245 Hamilton, HM JX Bermuda Phone: (441) 292-8515 Fax: (441) 292-5280 NEWS RELEASE IMMEDIATE Contact: Gavin R. Arton - ------- (441) 292-8515 EXEL LIMITED COMPLETES TENDER OFFER FOR MORE THAN 90 PER CENT OF GCR HOLDINGS LIMITED HAMILTON, BERMUDA, June 12, 1997 -- EXEL Limited (NYSE: XL) announced today that the cash offer made by its wholly-owned subsidiary, Exel Acquisitions Ltd., for all of the outstanding ordinary shares of GCR Holdings Limited (NASDAQ: GCREF) expired, as scheduled, at 12:00 midnight on Wednesday, June 11, 1997. Based on information provided by the Depositary, a total of approximately 23,071,143 shares of GCR Holdings Limited (or approximately 90 per cent of the outstanding shares of GCR) were validly tendered pursuant to its cash offer. EXEL Limited, through its subsidiary making the offer, has accepted for purchase, all shares validly tendered prior to the expiration of the offer. The acceptance of these shares in the tender offer results in EXEL Limited's ownership of in excess of 90 per cent of GCR's outstanding ordinary shares. In the next step of the acquisition, pursuant to a compulsory acquisition of shares under Cayman Islands law, EXEL Acquisition Ltd. intends to give notice to all holders of the then outstanding shares (other than shares held by EXEL Limited or any of its subsidiaries) that EXEL Acquisition -6- Ltd. intends to acquire compulsorily such shares at $27.00 per share in cash. In addition, pursuant to the Agreement and Plan of Amalgamation between EXEL and GCR, members of GCR's board of directors, other than two outside directors, have tendered their resignations and are being replaced by designees of EXEL, which will occur as soon as practicable. Further, the ordinary shares of GCR will be deregistered under the United States securities laws and delisted from the Nasdaq National Market as soon as practicable. EXEL Limited, through X.L. Insurance Company, Ltd., X.L. Europe Insurance and X.L. Reinsurance Company, Ltd. is a leading provider of general liability, directors and officers liability, employment practices and professional liability, X.L. Risk Solutions, political risk, excess property insurance and reinsurance coverages to industrial, commercial and professional service firms and other enterprises on a worldwide basis. # # # -----END PRIVACY-ENHANCED MESSAGE-----