8-K 1 xlcap8k080702.txt 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 August 7, 2002 Date of Report (Date of earliest event reported) XL CAPITAL LTD (Exact name of registrant as specified in its charter) Cayman Islands 1-10809 98-0191089 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) file number) Identification No.) XL House, One Bermudiana Road, Hamilton, Bermuda HM11 (Address of principal executive offices) (441) 292-8515 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ================================================================================ Item 5. Other events. On August 7, 2002, 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 exhibit is filed herewith: Exhibit No. Description 99(a) Press Release ("XL Capital Announces Plans to Issue Preference Ordinary Shares") dated August 7, 2002. 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. Dated: August 8, 2002 XL CAPITAL LTD By: /s/ Jerry M. de St. Paer -------------------------------------- Name: Jerry M. de St. Paer Title: Executive Vice President and Chief Financial Officer Exhibit 99(a) XL Capital Ltd XL House One Bermudiana Road Hamilton HM 11 Bermuda Phone: (441) 292-8515 Fax: (441) 292-5280 NEWS RELEASE IMMEDIATE Contact: Gavin R. Arton Roger R. Scotton Investor Relations Media Relations 441-294-7104 441-294-7165 XL CAPITAL ANNOUNCES PLANS TO ISSUE PREFERENCE ORDINARY SHARES HAMILTON, Bermuda (August 7, 2002) - XL Capital Ltd ("XL") (NYSE: XL) announced today that it currently plans to issue and sell Series A preference ordinary shares pursuant to XL's currently effective shelf registration statement. The preference shares offered will not be exchangeable for or convertible into ordinary shares of XL. The underwriters for XL's preference ordinary share offering are Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc., as joint book-runners. The net proceeds from the sale of the preference shares will be used for general corporate purposes, including, without limitation, payment for any Liquid Yield Option (TM) Notes put to XL on September 7, 2002 by the holders thereof. XL Capital Ltd, through its operating subsidiaries, is a leading provider of insurance and reinsurance coverages and financial products to industrial, commercial and professional service firms, insurance companies, and other enterprises on a worldwide basis. As of June 30, 2002, XL Capital Ltd had consolidated assets of approximately $31.2 billion and consolidated shareholders' equity of approximately $5.4 billion. More information about XL Capital Ltd is available at www.xlcapital.com. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the preference ordinary shares or any other securities, nor will there be any sale of the preference ordinary shares or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release contains forward-looking statements which involve inherent risks and uncertainties. Statements that are not historical facts, including statements about XL's beliefs, plans or expectations, are forward-looking statements. These statements are based on current plans, estimates and expectations. Actual results may differ materially from those projected in such forward-looking statements and therefore you should not place undue reliance on them. A non-exclusive list of other important factors that could cause actual results to differ materially from those in such forward-looking statements is set forth in XL's most recent annual report on Form 10-K, quarterly report on Form 10-Q and XL's other documents on file with the Securities and Exchange Commission. XL undertakes no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future developments or otherwise. # # #