-----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, UZtGPKbxUsabNysb0o7D1GXcEqOtSr5hCDmsrB0lTxb/vu8GjQqDSrOFOKbHaEVy MoC3uBoxCagZpNGgLMcn6A== 0000950162-98-000910.txt : 19980825 0000950162-98-000910.hdr.sgml : 19980825 ACCESSION NUMBER: 0000950162-98-000910 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980824 EFFECTIVENESS DATE: 19980824 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: S-8 SEC ACT: SEC FILE NUMBER: 333-62137 FILM NUMBER: 98696804 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 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on August 24, 1998 Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- EXEL LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 98-0191089 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) Cumberland House 1 Victoria Street Hamilton HM 11, Bermuda (Address of Principal Executive Offices) ------------------- EXEL LIMITED 1991 PERFORMANCE INCENTIVE PLAN EXEL LIMITED DIRECTORS STOCK & OPTION PLAN EXEL LIMITED STOCK PLAN FOR NONEMPLOYEE DIRECTORS MID OCEAN LIMITED 1993 LONG TERM INCENTIVE AND SHARE AWARD PLAN MID OCEAN LIMITED STOCK & DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS (Full title of the plans) ------------------- Paul S. Giordano, Esq. Senior Vice President and General Counsel EXEL Limited c/o CT Corporation System 1633 Broadway New York, New York 10019 (Name and address of agent for service) (212) 246-5070 (Telephone number, including area code, of agent for service) ------------------- Copy to: Immanuel Kohn, Esq. Cahill Gordon & Reindel 80 Pine Street New York, NY 10005-1702 ------------------- -2-
CALCULATION OF REGISTRATION FEE ========================================================================================================================== Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee (2) Share (2) Price (2) - -------------------------------------------------------------------------------------------------------------------------- Class A Ordinary Shares, par value $.01 per 7,500,000 shares $75.19 $563,925,000 $166,358 share ==========================================================================================================================
(1) Subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Estimated solely for purposes of calculating the registration fee. Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, the registration fee has been calculated based on the average of the high and low sale prices reported for the Class A Ordinary Shares of EXEL Limited on August 21, 1998, which was $75.19 per share, as reported on the New York Stock Exchange. =============================================================================== EXPLANATORY NOTE This Registration Statement contains two parts. The first part contains a reoffer Prospectus prepared in accordance with the requirements of Part I of Form S-3 (in accordance with Section C of the General Instructions to Form S-8) which covers reoffers and resales by certain shareholders of the Registrant of Ordinary Shares of EXEL Limited (the "Company") issued to employees, including non-employee directors, pursuant to the EXEL Limited 1991 Performance Incentive Plan, EXEL Limited Directors Stock & Option Plan, EXEL Limited Stock Plan For Nonemployee Directors, Mid Ocean Limited 1993 Long Term Incentive And Share Award Plan and Mid Ocean Limited Stock & Deferred Compensation Plan For Nonemployee Directors (collectively, the "Plans"). The second part contains "Information Required in the Registration Statement" pursuant to Part II of Form S-8. Pursuant to the Note to Part I of Form S-8, the Plan Information specified by Part I is not filed with the Securities and Exchange Commission (the "Commission"), but documents containing such information has been sent or given to employees and directors as specified by Rule 428(b)(1). Such document(s) are not being filed with the Commission but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act"). This reoffer Prospectus may be utilized for reofferings of the Company's Ordinary Shares acquired by certain Selling Shareholders through participation in the Plans. 2,945,249 Shares EXEL LIMITED Ordinary Shares (par value $0.01 per share) --------------- This Prospectus relates to the offer and sale of up to an aggregate of 2,945,249 shares (the "Shares") of Class A Ordinary Shares, par value $0.01 per share (the "Ordinary Shares"), of EXEL Limited ("EXEL" or the "Company"), which may be offered for sale from time to time by certain shareholders listed under the heading "Selling Shareholders" herein (the "Selling Shareholders") for their own benefit. The Shares represent Ordinary Shares which are or may become issuable upon awards previously granted or which may be granted in the future by the Company to certain Selling Shareholders under the EXEL Limited 1991 Performance Incentive Plan, EXEL Limited Directors Stock & Option Plan, EXEL Limited Stock Plan For Nonemployee Directors, Mid Ocean Limited 1993 Long Term Incentive And Share Award Plan and Mid Ocean Limited Stock & Deferred Compensation Plan For Nonemployee Directors (collectively, the "Plans"). The Company will not receive any of the proceeds from the sale by the Selling Shareholders of Shares made hereunder. Unless the context otherwise requires, the term "Company" when used herein refers to EXEL Limited and its predecessors and subsidiaries. The Ordinary Shares offered hereby may be offered for sale by the Selling Shareholders from time to time on the New York Stock Exchange, or otherwise, at market prices prevailing at the time of sale or at negotiated prices. All costs, expenses and fees incurred in connection with the registration of the Shares are being borne by the Company, but all selling and other expenses (including brokers' commissions, concessions or discounts) incurred by the Selling Shareholders will be paid by the Selling Shareholders. See "Plan of Distribution." The Selling Shareholders and brokers through whom sales of the Shares are made may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act"). In addition, any profits realized by the Selling Shareholders or such brokers on the sale of the Shares may be deemed to be underwriting commissions under the Securities Act. The Ordinary Shares are traded on the New York Stock Exchange (the "NYSE") under the symbol "XL." The last reported sales price of the Ordinary Shares as reported by the NYSE Composite Tape on August 21, 1998 was $74 5/16 per share. -------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------- The date of this Prospectus is August 24, 1998. FOR NORTH CAROLINA RESIDENTS: THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING NOR HAS THE COMISSIONER PASSED UPON THE ACCURACY OF THIS PROSPECTUS AVAILABLE INFORMATION No person has been authorized to give any information or to make any representation not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by the Company or the Selling Stockholders. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered hereby or any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof. EXEL is subject to certain informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files certain reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the Public Reference Room of the Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and copies of such materials can be obtained by mail from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet world wide web site that contains reports, proxy and information statements and other information regarding issuers, like EXEL, who file electronically with the Commission. The address of that site is http://www.sec.gov. In addition, copies of such materials are available for inspection and reproduction at the public reference facilities of the Commission at its New York Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048; and at its Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Reports, proxy statements and other information concerning EXEL also may be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005. This Prospectus constitutes a part of a Registration Statement on Form S-8 (herein, together with all amendments and exhibits, referred to as the "Registration Statement") filed by the Company with the Commission under the Securities Act. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to the Company and the Ordinary Shares, reference is hereby made to the Registration Statement. Additional information with respect to the Company may be provided in the future by means of appendices or supplements to this Prospectus. The Company is a Cayman Islands corporation and certain of its officers and directors are residents of various jurisdictions outside the United States. All or a substantial portion of the assets of such officers and directors and the Company, at any one time, are or may be located in jurisdictions outside the United States. Therefore, it ordinarily could be difficult for investors to effect service of process within the United States on any of these parties who reside outside the United States or to recover against them on judgments of United States courts predicated upon civil liability under the United States federal securities laws. Notwithstanding the foregoing, the Company has irrevocably agreed that it may be served with process with respect to actions based on offers and sales of Shares made hereby in the United States by serving CT Corporation System, 1633 Broadway, New York, New York 10019, its United States agent appointed for that purpose. The Company has been advised by Hunter & Hunter, its Cayman Islands counsel, that there is doubt as to -2- whether the courts of the Cayman Islands would enforce (i) judgments of United States courts obtained in actions against such persons or the Company predicated upon the civil liability provisions of the United States federal securities laws and (ii) original actions brought in the Cayman Islands against such persons or the Company predicated solely upon United States federal securities laws. There is no treaty in effect between the United States and the Cayman Islands providing for such enforcement, and there are grounds upon which Cayman Islands courts may not enforce judgments of United States courts. Certain remedies available under the United States federal securities laws would not be allowed in Cayman Islands courts as contrary to that nation's public policy. THE COMPANY EXEL is the successor in interest to, and represents the combination effected August 7, 1998 of, Old EXEL and Mid Ocean in the schemes of arrangement (the "Arrangements") between each of EXEL Limited ("Old EXEL") and Mid Ocean Limited ("Mid Ocean") and their respective shareholders. As used herein, EXEL, unless the context otherwise requires, refers to EXEL, its predecessors and its subsidiaries. Each of Old EXEL and Mid Ocean are wholly owned subsidiaries of EXEL. EXEL, through its operating subsidiaries including X.L. Insurance Company, Ltd. and X.L. Mid Ocean Reinsurance Company, Ltd. and others, provides, on a world-wide basis, excess liability insurance coverage to industrial, commercial and other enterprises, directors and officers of such enterprises and professional firms and high excess property and other coverages, and is also a leading provider of reinsurance on a global basis. Its executive offices are located at Cumberland House, 1 Victoria Street, Hamilton HM11, Bermuda and its telephone number is (441) 292-8515. DESCRIPTION OF SECURITIES The description of the Company's Ordinary Shares to be offered pursuant to this Registration Statement have been incorporated by reference into this Registration Statement. See "Incorporation of Documents by Reference". PLAN OF DISTRIBUTION The Selling Shareholders may sell registered shares of Ordinary Shares in any of the following ways: (i) through dealers; (ii) through agents; or (iii) directly to one or more purchasers. The distribution of the Shares may be effected from time to time in one or more transactions (which may involve crosses or block transactions) (A) on the New York Stock Exchange (or on such other national stock exchanges on which the Ordinary Shares may be traded from time to time) in transactions pursuant to and in accordance with the rules of such exchanges, (B) in the over-the-counter market, or (C) in transactions other than on such exchanges or in the over-the-counter market, or a combination of such transactions. Any such transaction may be effected at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices. The Selling Shareholders may effect such transactions by selling Shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders and/or commissions from purchasers of Shares for whom they may act as agent. The Selling Shareholders and any broker-dealers or agents that participate in the distribution of Shares by them might be deemed to be underwriters, and any discounts, commissions or concessions received by any such broker-dealers or agents might be deemed to be underwriting discounts and commissions, under the Securities Act. Affiliates of one or more Selling Shareholders may act as principal or agent in connection with the offer or sale of Shares by the Selling Shareholders. -3- SELLING SHAREHOLDERS The following table sets forth the name of each Selling Shareholder as of July 31, 1998, his position with the Company, the number of Ordinary Shares beneficially owned by each Selling Shareholder as of July 31, 1998, the number of Ordinary Shares eligible to be sold by such Selling Shareholder pursuant to this Registration Statement and the number of Ordinary Shares to be owned by such Selling Shareholder after the offering. Selling Shareholders may in the future receive additional Shares under the Plans and may sell such Shares. No Selling Shareholder owns more than 1% of the total shares outstanding, after giving effect to the sale of the Shares offered hereby.
Position with Number of Shares Number of Shares Number of Shares to be Name of Owner Company Owned (1) Eligible to be Sold (2) held after Offerings (3) - --------------------------------------------------------------------------------------------------------------------------- Mark E. Brockbank Executive Vice President 550,097 33,548 516,549 Michael A. Butt Director 356,292 347,098 9,193 Robert Clements Director 52,664 18,363 34,301 K. Bruce Connell Executive Vice President 114,800 169,800 0 Robert J. Cooney Executive Vice President 307,545 401,000 6,550 Sir Brian Corby Director 6,070 6,070 0 Michael P. Esposito, Jr. Chairman and Director 165,020 193,850 8,920 Robert R. Glauber Director 19,616 10,755 8,861 Gilbert Gould Director 16,558 16,158 400 Robert V. Hatcher, Jr. Director 10,033 10,033 0 Ian R. Heap Director 18,000 14,000 4,000 Paul Jeanbart Director 7,602 7,602 0 Henry Keeling Executive Vice President 147,607 204,462 6,129 John Loudon Director 16,620 16,620 0 Robert R. Lusardi Executive Vice President and Chief Financial Officer 23,000 123,000 0 Robert J. Newhouse, Jr. Director 276,176 276,176 0 Brian M. O'Hara President, Chief Executive Officer and Director 699,361 985,186 82,680 Robert S. Parker Director 17,702 17,702 0 Cyril Rance Director 20,584 17,584 3,000 Alan Z. Senter Director 17,327 17,327 0 John T. Thornton Director 24,815 21,815 3,000 Ellen E. Thrower Director 14,113 14,113 0 John Weiser Director 45,986 22,986 23,000 ---------- ---------- ------- Total 2,927,588 2,945,249 706,583 - ----------
(1) Includes shares of restricted stock held by each Selling Shareholder which have not vested but over which the Selling Shareholder exercises voting rights and also includes shares issuable in respect of share units granted to directors under the EXEL Limited Directors Stock Option Plan and the EXEL Limited Stock Plan for Nonemployee Directors. (2) Shares Eligible to be Sold are Ordinary Shares issued or issuable pursuant to awards granted under the Plan as of July 31, 1998. (3) Assumes the sale of all Shares eligible to be sold. -4- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, which are on file with the Commission, are incorporated in this Prospectus by reference and made a part hereof: (i) Joint Proxy Statement of Old EXEL and Mid Ocean dated July 2, 1998; (ii) Annual Report on Form 10-K of Old EXEL for the year ended November 30, 1997, filed February 25, 1998 and amended by its Form 10-K/A filed June 26, 1998 (File No. 1-10804); (iii) Quarterly Reports on Form 10-Q of Old EXEL for the quarter ended February 28, 1998, filed April 14, 1998 and amended by its Form 10-Q/A filed April 21, 1998, and for the quarter ended May 31, 1998, filed July 15, 1998 (File No. 1-10804); (iv) Current Reports on Form 8-K of Old EXEL filed March 17, 1998, May 5, 1998, August 3, 1998 and August 7, 1998 (File No. 1-10804); (v) Annual Report on Form 10-K of Mid Ocean for the year ended October 31, 1997, filed January 28, 1998 and amended by its Form 10-K/A filed June 26, 1998 (File No. 1-14336); (vi) Quarterly Reports on Form 10-Q of Mid Ocean for the quarter ended January 31, 1998, filed March 17, 1998, and for the quarter ended April 30, 1998, filed June 12, 1998 and amended by its Form 10-Q/A filed June 26, 1998 (File No. 1-14336); (vii) Current Reports on Form 8-K of Mid Ocean filed March 25, 1998, May 14, 1998 and August 3, 1998 (File No. 1-14336). All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering made hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the respective dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this Prospectus or any other subsequently filed document that is also incorporated by reference herein modifies or supersedes such statement. Any such statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents). Written or telephone requests should be directed to EXEL Limited, Cumberland House, 1 Victoria Street, Hamilton HM 11, Bermuda, Attention: Mr. Paul S. Giordano, Senior Vice President and General Counsel, (441) 292-8515. CERTAIN LEGAL MATTERS Certain legal matters with respect to Cayman Islands law and with respect to the validity of the Ordinary Shares will be passed upon for the Company by Hunter & Hunter, Cayman Islands, British West Indies. -5- EXPERTS The consolidated balance sheets as of November 30, 1997 and 1996 and the consolidated statements of income, retained earnings and cash flows for each of the three years in the period ended November 30, 1997, as well as the related supplemental schedules, of Old EXEL incorporated by reference in this Prospectus have been incorporated herein in reliance on the report of PricewaterhouseCoopers, independent accountants, given on the authority of said firm as experts in accounting and auditing. The consolidated financial statements and related supplemental schedules of Mid Ocean incorporated in this Prospectus by reference to the Mid Ocean Annual Report on Form 10-K (as amended by Form 10-K/A filed June 26, 1998) for the year ended October 31, 1997, have been so incorporated in reliance on the report of KPMG Peat Marwick, independent accountants, given on the authority of said firm as experts in accounting and auditing. -6- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which are on file with the Commission, are incorporated in this Prospectus by reference and made a part hereof: (i) Joint Proxy Statement of Old EXEL and Mid Ocean dated July 2, 1998; (ii) Annual Report on Form 10-K of Old EXEL for the year ended November 30, 1997, filed February 25, 1998 and amended by its Form 10-K/A filed June 26, 1998 (File No. 1-10804); (iii) Quarterly Reports on Form 10-Q of Old EXEL for the quarter ended February 28, 1998, filed April 14, 1998 and amended by its Form 10-Q/A filed April 21, 1998, and for the quarter ended May 31, 1998, filed July 15, 1998 (File No. 1-10804); (iv) Current Reports on Form 8-K of Old EXEL filed March 17, 1998, May 5, 1998, August 3, 1998 and August 7, 1998 (File No. 1-10804); (v) Annual Report on Form10-K of Mid Ocean for the year ended October 31, 1997, filed January 28, 1998 and amended by its Form10-K/A filed June 26, 1998 (File No. 1-14336); (vi) Quarterly Reports on Form10-Q of Mid Ocean for the quarter ended January 31, 1998, filed March 17, 1998, and for the quarter ended April 30, 1998, filed June 12, 1998 and amended by its Form 10-Q/A filed June 26, 1998 (File No. 1-14336); (vii) Current Reports on Form 8-K of Mid Ocean filed March 25, 1998, May 14, 1998 and August 3, 1998 (File No. 1-14336). All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. -7- ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article 109 of the Company's Articles of Association, incorporated by reference to Exhibit G to the Joint Proxy Statement, contains provisions with respect to indemnification of the directors and officers of the Company. The general effect of these provisions is to provide for the indemnity by the Company of an officer, director, employee or agent of the Company for threatened, pending or completed actions, suits or proceedings (other than an action by or in the right of the Company) brought against such indemnified person by reason of the fact that such person was an officer, director, employee or agent of the Company, if such indemnified person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. The Articles of Association also provide for the indemnification of such person against expenses actually and reasonably incurred in connection with suits brought by or in the right of the Company by reason of the fact that such indemnified person is an officer, director, employee or agent of the Company if such indemnified person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company; provided that no such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for willful neglect or default in the performance of his duty to the Company unless and only to the extent that the Grand Court of the Cayman Islands or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Grand Court or other such court shall deem proper. To the extent that such indemnified person shall be successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Directors and officers of the Company are also provided with indemnification against certain liabilities pursuant to a directors and officers liability insurance policy. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Exemption from registration is claimed under Section 4(2) of the Securities Act for the grants of Ordinary Shares, reserved as deferred compensation under the EXEL Limited Stock Plan for Nonemployee Directors, to certain directors. -8- ITEM 8. EXHIBITS. Exhibit Number Exhibit 4(a) Memorandum of Association of the Registrant (incorporated by reference to Annex G to the Joint Proxy Statement). 4(b) Articles of Association (incorporated by reference to Annex G to the Joint Proxy Statement). 5 Opinion of Hunter & Hunter 23(a) Consent of PricewaterhouseCoopers. 23(b) Consent of KPMG Peat Marwick. 23(c) Consent of Hunter & Hunter (included in Exhibit 5). 24 Powers of Attorney. 99(a) Appointment of CT Corporation System as U.S. Agent for Service of Process (incorporated by reference to the Company's Form F-N filed with the Commission on August 24, 1998). ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; -9- (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -10- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton and Country of Bermuda, on August 19, 1998. EXEL LIMITED By: /s/ Brian M. O'Hara ------------------------------------- Name: Brian M. O'Hara Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signatures Title Date - ---------- ----- ---- /s/ Brian M. O'Hara * President, Chief Executive Officer and Director August 19, 1998 - --------------------------------- (Principal Executive Officer) Name: Brian M. O'Hara /s/ Robert R. Lusardi * Executive Vice President and Chief Financial August 19, 1998 - --------------------------------- Officer (Principal Financial Officer and Name: Robert R. Lusardi Principal Accounting Officer) /s/ Michael P. Esposito, Jr. * Chairman and Director August 13, 1998 - --------------------------------- Name: Michael P. Esposito, Jr. /s/ Michael A. Butt * Director August 19, 1998 - --------------------------------- Name: Michael A. Butt Director August , 1998 - --------------------------------- Name: Robert Clements /s/ Sir Brian Corby * Director August 19, 1998 - --------------------------------- Name: Sir Brian Corby /s/ Robert R. Glauber * Director August 18, 1998 - --------------------------------- Name: Robert R. Glauber - --------------------------------- Director August , 1998 Name: Gilbert Gould -11- /s/ Robert V. Hatcher, Jr. Director August 19, 1998 - --------------------------------- Name: Robert V. Hatcher, Jr. Director August , 1998 - --------------------------------- Name: Ian R. Heap /s/ Paul Jeanbart * Director August 17, 1998 - --------------------------------- Name: Paul Jeanbart /s/ John Loudon * Director August 19, 1998 - --------------------------------- Name: John Loudon - --------------------------------- Director August , 1998 Name: Robert J. Newhouse, Jr. - --------------------------------- Director August , 1998 Name: Robert S. Parker /s/ Cyril Rance * Director August 19, 1998 - --------------------------------- Name: Cyril Rance /s/ Alan Z. Senter * Director August 16, 1998 - --------------------------------- Name: Alan Z. Senter - --------------------------------- Director August , 1998 Name: John T. Thornton /s/ Ellen E. Thrower * Director August 19, 1998 - --------------------------------- Name: Ellen E. Thrower /s/ John Weiser * Director August 16, 1998 - --------------------------------- Name: John Weiser /s/ Paul S. Giordano Senior Vice President and General Counsel August 7, 1998 - --------------------------------- Name: Paul S. Giordano
*By: /s/ Paul S. Giordano -------------------- Attorney-in-fact EXHIBIT INDEX Exhibit Number Exhibit 4(a) Memorandum of Association of the Registrant (incorporated by reference to Annex G to the Joint Proxy Statement). 4(b) Articles of Association (incorporated by reference to Annex G to the Joint Proxy Statement). 5 Opinion of Hunter & Hunter. 23(a) Consent of PricewaterhouseCoopers. 23(b) Consent of KPMG Peat Marwick. 23(c) Consent of Hunter & Hunter (included in Exhibit 5). 24 Powers of Attorney. 99(a) Appointment of CT Corporation System as U.S. Agent for Service of Process (incorporated by reference to the Company's Form F-N filed with the Commission on August 24, 1998). EX-5 2 OPINION OF HUNTER & HUNTER Exhibit 5 HUNTER & HUNTER The Huntlaw Building P.O. Box 190 GT Grand Cayman Cayman Islands 24 August, 1998 TO: Exel Limited Cumberland House One Victoria Street P.O. Box HM 2245 Hamilton HM JX Bermuda Dear Sirs: Exel Limited (formerly Exel Merger Company Ltd.) (the "Company") - Form S-8 Registration Statement You have asked us to render this opinion in our capacity as your counsel as to Cayman Islands law in connection with the registration pursuant to a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as Amended (the "Act") of the Company's Class A ordinary shares, par value US$0.01 per share (the "Ordinary Shares") to be issued pursuant to the Company's 1991 Performance Incentive Plan, the Company's Director's Stock & Option Plan, the Company's Stock Plan for Non-Employee Directors, the Mid Ocean Limited 1993 Long Term Incentive and Share Award Plan and the Mid Ocean Limited Stock & Deferred Compensation Plan for Non-Employee Directors (together, the "Plans") as ratified and adopted by the board of directors of the Company on 6th August, 1998 in connection with the schemes of arrangement among the Company, EXEL Holdings Limited (formerly EXEL Limited) and Mid Ocean Limited pursuant to section 85 of the Companies Law of the Cayman Islands. We have reviewed the Company's Memorandum and Articles of Association as issued by or filed with the Registrar of Companies prior to the date hereof. We have assumed without independent verification the genuiness of all signatures, authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us by telefax or as copies or conformed copies. We have relied upon the accuracy of a certificate of an officer of the Company dated 7th August, 1998 in giving this opinion further verification. We assume that all subscription monies due in respect of shares issued by the Company have been or will be duly received by the Company. We further assume that all Ordinary Shares to be issued in accordance with the Plans have been reserved for issuance and that there are no intervening changes in the Plans, the Company's Memorandum and Articles of Association, the laws of the Cayman Islands or any other relevant matter. On the basis of the foregoing, we would advise as follows: 1. The Company's authorised capital is US$9,990,000 divided into 999,990,000 Ordinary Shares of a par value of US$0.01 each. 2. The Company has sufficient authorised share capital to issue the Ordinary Shares and the issue thereof is within the power of the Company's Board of Directors. The Ordinary Shares to be issued in accordance with the Plans have been duly authorised and when issued and registered in the Company's Register of Members in accordance with the provisions of the relevant Plans will be legally and validly issued. 3. On the basis that the contractual subscription price (being not less than the par value) of the Ordinary Shares is fully paid in cash or satisfied by other consideration approved by the Board of Directors of the Company or a duly established Committee thereof, such Ordinary Shares issued or to be issued may properly be credited as fully paid under Cayman Islands Law. 4. Fully paid shares are not subject to further calls or assessments by the Company in respect of such shares. 5. The Company has been incorporated as an exempted company under the Companies Law of the Cayman Islands and under the Memorandum of Association of the Company, the liability of its shareholders is limited to the amount, if any, unpaid on their shares. On the basis that all such shares are fully paid, there is no rule of Cayman Islands law that would impose any further liability on person holding shares in the Company solely by reason of such shareholding. We are practising in the Cayman Islands and we do not purport to be experts on the laws of any other jurisdiction and we have made no investigation of, or express any opinion as to the laws of any jurisdiction other than the Cayman Islands. This opinion is based upon the laws of the Cayman Islands in effect at the date hereof and is given only as to the circumstances existing on the date hereof and known to us. This opinion is intended solely for your benefit and may not be relied upon by any person although we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading "Certain Legal Matters." Yours faithfully, HUNTER & HUNTER per:/s/ G.K. Joblin ----------------------- G.K. Joblin EX-23.A 3 CONSENT OF INDEPENDENT AUDITORS Exhibit 23(a) August 24, 1998 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement of EXEL Limited on Form S-8 of our report dated January 11, 1998 on our audits of the financial statements and financial statement schedules of EXEL Limited, as of November 30, 1997 and 1996 and for the years ended November 30, 1997, 1996 and 1995, which report is included in its Annual Report on Form 10-K for the year ended November 30, 1997 (as amended by the Form 10K/A filed June 26, 1998), filed with the Securities and Exchange Commission. We also consent to the reference to our firm under the caption "EXPERTS". /s/ PRICEWATERHOUSECOOPERS Hamilton, Bermuda EX-23.B 4 CONSENT OF KPMG PEAT MARWICK Exhibit 23(b) The Board of Directors Mid Ocean Limited CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the registration statement on Form S-8 of EXEL Limited of our report dated November 21, 1997, relating to the consolidated balance sheets of Mid Ocean Limited and subsidiaries as of October 31, 1997 and 1996, and the related consolidated statements of earnings, retained earnings, and cash flows for each of the years in the three year period ended October 31, 1997 and all related schedules, which report appears in the October 31, 1997 annual report on Form 10-K (as amended by Form 10-K/A filed June 26, 1998) of Mid Ocean Limited, and to the reference to our firm under the heading "EXPERTS". /s/ KPMG PEAT MARWICK Hamilton, Bermuda August 7, 1998 EX-24 5 POWERS OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of them acting singly, a true and lawful attorney in his name, place, and stead, in any and all capacities, to sign his name to the Registration Statement of EXEL Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933, as amended, and to any and all amendments thereto, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully and to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. Dated: August 19, 1998 /s/ Brian M. O'Hara ----------------------------- Brian M. O'Hara POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of them acting singly, a true and lawful attorney in his name, place, and stead, in any and all capacities, to sign his name to the Registration Statement of EXEL Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933, as amended, and to any and all amendments thereto, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully and to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. Dated: August 13, 1998 /s/ Michael P. Esposito, Jr. ---------------------------------- Michael P. Esposito, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of them acting singly, a true and lawful attorney in his name, place, and stead, in any and all capacities, to sign his name to the Registration Statement of EXEL Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933, as amended, and to any and all amendments thereto, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully and to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. Dated: August 17, 1998 /s/ Robert R. Lusardi ------------------------------ Robert R. Lusardi POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of them acting singly, a true and lawful attorney in his name, place, and stead, in any and all capacities, to sign his name to the Registration Statement of EXEL Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933, as amended, and to any and all amendments thereto, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully and to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. Dated: August 19, 1998 /s/ John Loudon ---------------------------- John Loudon POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of them acting singly, a true and lawful attorney in his name, place, and stead, in any and all capacities, to sign his name to the Registration Statement of EXEL Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933, as amended, and to any and all amendments thereto, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully and to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. Dated: August 19, 1998 /s/ Cyril Rance --------------------------------- Cyril Rance POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of them acting singly, a true and lawful attorney in his name, place, and stead, in any and all capacities, to sign his name to the Registration Statement of EXEL Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933, as amended, and to any and all amendments thereto, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully and to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. Dated: August 16, 1998 /s/ Alan Z. Senter ------------------------------- Alan Z. Senter POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of them acting singly, a true and lawful attorney in his name, place, and stead, in any and all capacities, to sign his name to the Registration Statement of EXEL Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933, as amended, and to any and all amendments thereto, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully and to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. Dated: August 19, 1998 /s/ Ellen E. Thrower ---------------------------- Ellen E. Thrower POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of them acting singly, a true and lawful attorney in his name, place, and stead, in any and all capacities, to sign his name to the Registration Statement of EXEL Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933, as amended, and to any and all amendments thereto, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully and to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. Dated: August 16, 1998 /s/ John Weiser ----------------------------- John Weiser POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of them acting singly, a true and lawful attorney in his name, place, and stead, in any and all capacities, to sign his name to the Registration Statement of EXEL Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933, as amended, and to any and all amendments thereto, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully and to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. Dated: August 19, 1998 /s/ Robert V. Hatcher, Jr. -------------------------------- Robert V. Hatcher, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of them acting singly, a true and lawful attorney in his name, place, and stead, in any and all capacities, to sign his name to the Registration Statement of EXEL Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933, as amended, and to any and all amendments thereto, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully and to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. Dated: August 19, 1998 /s/ Michael A. Butt -------------------------- Michael A. Butt POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of them acting singly, a true and lawful attorney in his name, place, and stead, in any and all capacities, to sign his name to the Registration Statement of EXEL Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933, as amended, and to any and all amendments thereto, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully and to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. Dated: August 19, 1998 /s/ Sir Brian Corby ---------------------------- Sir Brian Corby POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of them acting singly, a true and lawful attorney in his name, place, and stead, in any and all capacities, to sign his name to the Registration Statement of EXEL Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933, as amended, and to any and all amendments thereto, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully and to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. Dated: August 18, 1998 /s/ Robert R. Glauber --------------------------------- Robert R. Glauber POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of them acting singly, a true and lawful attorney in his name, place, and stead, in any and all capacities, to sign his name to the Registration Statement of EXEL Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933, as amended, and to any and all amendments thereto, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully and to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. Dated: August 17, 1998 /s/ Paul Jeanbart ----------------------------- Paul Jeanbart -----END PRIVACY-ENHANCED MESSAGE-----