-----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, Dxdyq+IXYb5clMnDb/CtcyCYbkYwtqPYMCxYgUIYY8JWDVCMO2TqkFhHcMUT2X7W wmmnSgV+OBMv82EB+Yc89g== 0000950162-03-001608.txt : 20031205 0000950162-03-001608.hdr.sgml : 20031205 20031205131552 ACCESSION NUMBER: 0000950162-03-001608 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031205 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: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-73410 FILM NUMBER: 031039775 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 S-3/A 1 xls3ano1-33373410.txt AMENDMENT NO. 1 - 333-73410 As filed with the Securities and Exchange Commission on December 5, 2003 Registration No. 333-73410 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective 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 98-0191089 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) XL House One Bermudiana Road Hamilton HM11 Bermuda (441) 292-8515 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Paul S. Giordano, Esq. Executive Vice President, General Counsel and Secretary XL Capital Ltd c/o CT Corporation System 1633 Broadway New York, New York 10019 (212) 246-5070 (Name, address, including zip code, and telephone number, including area code, of agent for service) ___________________ Copy to: Immanuel Kohn, Esq. Cahill Gordon & Reindel LLP 80 Pine Street New York, NY 10005-1702 ___________________ Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. 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, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please 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 Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant 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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ DE-REGISTRATION This Post-Effective Amendment No. 1 to our Registration Statement on Form S-3 (No. 333-73410) (the "Registration Statement"), filed on November 15, 2001 and subsequently declared effective by the U.S. Securities and Exchange Commission, deregisters certain of our Liquid Yield Option(TM) Notes due 2021 ("LYONs") and certain shares of our Class A Ordinary Shares ("Ordinary Shares"). We have previously registered, pursuant to the Registration Statement, up to $508,842,000 aggregate principal amount at maturity of the LYONs and an indeterminate number of shares of our Ordinary Shares into which the LYONs are convertible for resale by the selling security holders named therein. The offering contemplated by the Registration Statement has terminated by virtue of the expiration of our contractual obligation to maintain the effectiveness of the Registration Statement. Pursuant to the undertaking contained in the Registration Statement, we are filing this Post-Effective Amendment No. 1 to de-register such number of LYONs and Ordinary Shares registered by the Registration Statement as remain unsold as of the termination of the offering. 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 Jerry de St. Paer, 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 XL Capital Ltd, a Cayman Islands company, on Form S-3 under the Securities Act of 1933, as amended, and to any and all amendments thereto (including any post-effective amendments, including any registration statement filed under Rule 462(b) under the Securities Act of 1933, as amended), 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: December 5, 2003 /s/ Dale R. Comey -------------------------------- Dale R. Comey 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-3 and has duly caused this Post-Effective 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 December 5, 2003. 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 Post-Effective Amendment No. 1 to the Registration Statement has been signed below 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 Director December 5, 2003 - -------------------------------- Name: Brian M. O'Hara /s/ Jerry de St. Paer Executive Vice President and Chief Financial December 5, 2003 - -------------------------------- Officer (Principal Financial Officer and Name: Jerry de St. Paer Principal Accounting Officer) /s/ Michael P. Esposito, Jr. * Chairman and Director December 5, 2003 - -------------------------------- Name: Michael P. Esposito, Jr. /s/ Ronald L. Bornhuetter * Director December 5, 2003 - -------------------------------- Name: Ronald L. Bornhuetter /s/ Dale R. Comey * Director December 5, 2003 - -------------------------------- Name: Dale R. Comey /s/ Robert R. Glauber * Director December 5, 2003 - -------------------------------- Name: Robert R. Glauber /s/ Paul Jeanbart * Director December 5, 2003 - -------------------------------- Name: Paul Jeanbart /s/ John Loudon * Director December 5, 2003 - -------------------------------- Name: John Loudon /s/ Robert S. Parker * Director December 5, 2003 - -------------------------------- Name: Robert S. Parker /s/ Cyril Rance * Director December 5, 2003 - -------------------------------- Name: Cyril Rance Signature Title Date - --------- ----- ---- /s/ Alan Z. Senter * Director December 5, 2003 - -------------------------------- Name: Alan Z. Senter /s/ John T. Thornton * Director December 5, 2003 - -------------------------------- Name: John T. Thornton /s/ Ellen E. Thrower * Director December 5, 2003 - -------------------------------- Name: Ellen E. Thrower /s/ John W. Weiser * Director December 5, 2003 - -------------------------------- Name: John W. Weiser
*By: /s/ Jerry de St. Paer ------------------------- Attorney-in-fact EXHIBIT INDEX 24.1 Power of Attorney (for Dale R. Comey, included on a signature page hereto, and for all other directors of the Registrant, included on a signature page previously filed). -----END PRIVACY-ENHANCED MESSAGE-----