S-3/A 1 xls3a102401.txt AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on October 24, 2001 Registration No. 333-72018 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- XL CAPITAL LTD (Exact name of registrant as specified in its charter) Cayman Islands 98-0191098 (State or other jurisdiction (I.R.S. Employer Identification Number.) of incorporation or organization) XL House One Bermudiana Road CT Corporation System Hamilton HM11 111 Eighth Avenue Bermuda New York, New York 10011 (441) 292-8515 (212) 590-9200 (Address, including zip code, and telephone number, including (Name, address, including zip code, and telephone area code, of registrant's principal executive office) number, including area code, of agent for service)) -------------------- XL FINANCE (UK) PLC (Exact name of registrant as specified in its charter) England and Wales N/A (State or other jurisdiction (I.R.S. Employer Identification Number.) of incorporation or organization) CT Corporation System 35 Basinghall Street 111 Eighth Avenue London EC2V 5DB New York, New York 10011 England (212) 590-9200 (Address, including zip code, and telephone number, including (Name, address, including zip code, and telephone area code, of registrant's principal executive office) number, including area code, of agent for service) -------------------- XL CAPITAL TRUST I XL CAPITAL TRUST II XL CAPITAL TRUST III (Exact name of registrant as specified in its charter) Delaware Each Applied For (State or other jurisdiction (I.R.S. Employer Identification Number.) of incorporation or organization) XL House One Bermudiana Road CT Corporation System Hamilton HM11 111 Eighth Avenue Bermuda New York, New York 10011 (441) 292-8515 (212) 590-9200 (Address, including zip code, and telephone number, including (Name, address, including zip code, and telephone area code, of registrant's principal executive office) number, including area code, of agent for service) -------------------- Copies to: Paul S. Giordano, Esq. Immanuel Kohn, Esq. Executive Vice President, General Counsel Cahill Gordon & Reindel and Secretary 80 Pine Street XL Capital Ltd New York, New York 10005-1702 (441) 292-8515 (212) 701-3000 -------------------- Approximate date of commencement of proposed sale to the public: From time to time after the registration statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| -------------------- The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth the costs and expenses, other than underwriting discounts and commissions, incurred in connection with the distribution of the securities being registered (all amounts are estimated (on the assumption that all shares will be sold in a single transaction), except the SEC registration fee). SEC registration fee....................................... $375,000 New York Stock Exchange listing fee for ordinary shares.... 1,500 Printing and engraving expenses............................ 75,000 Legal fees and expenses.................................... 500,000 Accounting fees and expenses............................... 150,000 Blue Sky fees and expenses................................. 10,000 Trustees and transfer agents fees.......................... 75,000 Rating agency fees......................................... 750,000 Miscellaneous.............................................. 263,500 ---------- Total................................................ $2,200,000 ========== SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton and Country of Bermuda, on October 23, 2001. XL CAPITAL LTD By: /s/ Jerry de St. Paer -------------------------------------------- Name: Jerry de St. Paer Title: Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- /s/ Brian M. O'Hara President, Chief Executive Officer and October 23, 2001 ---------------------------------------- Director Name: Brian M. O'Hara /s/ Jerry de St. Paer Executive Vice President and Chief October 23, 2001 ---------------------------------------- Financial Officer (Principal Financial Name: Jerry de St. Paer Officer and Principal Accounting Officer) /s/ Michael P. Esposito, Jr. * Chairman and Director October 23, 2001 ---------------------------------------- Name: Michael P. Esposito, Jr. /s/ Ronald L. Bornhuetter * Director October 23, 2001 ---------------------------------------- Name: Ronald L. Bornhuetter /s/ Michael A. Butt * Director October 23, 2001 ---------------------------------------- Name: Michael A. Butt /s/ Robert Clements * Director October 23, 2001 ---------------------------------------- Name: Robert Clements /s/ Sir Brian Corby * Director October 23, 2001 ---------------------------------------- Name: Sir Brian Corby /s/ Robert R. Glauber * Director October 23, 2001 ---------------------------------------- Name: Robert R. Glauber /s/ Paul Jeanbart * Director October 23, 2001 ---------------------------------------- Name: Paul Jeanbart /s/ John Loudon * Director October 23, 2001 ---------------------------------------- Name: John Loudon /s/ Robert S. Parker * Director October 23, 2001 ---------------------------------------- Name: Robert S. Parker /s/ Cyril Rance * Director October 23, 2001 ---------------------------------------- Name: Cyril Rance /s/ Alan Z. Senter * Director October 23, 2001 ---------------------------------------- Name: Alan Z. Senter /s/ John T. Thornton * Director October 23, 2001 ---------------------------------------- Name: John T. Thornton /s/ Ellen E. Thrower * Director October 23, 2001 ---------------------------------------- Name: Ellen E. Thrower /s/ John W. Weiser * Director October 23, 2001 ---------------------------------------- Name: John W. Weiser
*By: /s/ Jerry de St. Paer ----------------------- Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton and Country of Bermuda, on October 23, 2001. XL FINANCE (UK) PLC By: /s/ Jerry de St. Paer ----------------------------------------------- Name: Jerry de St. Paer Title: Director By: /s/ Fiona Luck ----------------------------------------------- Name: Fiona Luck Title: Director By: /s/ Paul S. Giordano ----------------------------------------------- Name: Paul S. Giordano Title: Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton and Country of Bermuda, on October 23, 2001. XL CAPITAL TRUST I By: /s/ Brian M. O'Hara --------------------------------------------- Name: Brian M. O'Hara Title: Trustee By: /s/ Jerry de St. Paer --------------------------------------------- Name: Jerry de St. Paer Title: Trustee By: /s/ Paul S. Giordano --------------------------------------------- Name: Paul S. Giordano Title: Trustee Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton and Country of Bermuda, on October 23, 2001. XL CAPITAL TRUST II By: /s/ Brian M. O'Hara --------------------------------------------- Name: Brian M. O'Hara Title: Trustee By: /s/ Jerry de St. Paer --------------------------------------------- Name: Jerry de St. Paer Title: Trustee By: /s/ Paul S. Giordano --------------------------------------------- Name: Paul S. Giordano Title: Trustee Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton and Country of Bermuda, on October 23, 2001. XL CAPITAL TRUST III By: /s/ Brian M. O'Hara -------------------------------------------- Name: Brian M. O'Hara Title: Trustee By: /s/ Jerry de St. Paer -------------------------------------------- Name: Jerry de St. Paer Title: Trustee By: /s/ Paul S. Giordano -------------------------------------------- Name: Paul S. Giordano Title: Trustee