-----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, I3k2+6rb0cIzBXwbYDEHLG/PdwINKDTieWjcMzJz5ra/teM4bcyj8sJFm1UeHV7f V9uNUPvxfnjjGt+Q1GbVkA== 0000950162-03-001625.txt : 20031209 0000950162-03-001625.hdr.sgml : 20031209 20031209130939 ACCESSION NUMBER: 0000950162-03-001625 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031209 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031209 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10804 FILM NUMBER: 031044314 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 8-K 1 xl8k120903.txt FORM 8K ================================================================================ 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 December 9, 2003 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 December 9, 2003, 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 Ltd Announces Effectiveness of the Post-Effective Amendments to the Registration Statements Covering Resales of Its Zero-Coupon Convertible Debentures Due 2021 and Its Liquid Yield Option(TM) Notes Due 2021") dated December 9, 2003. 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: December 9, 2003 XL CAPITAL LTD By: /s/ Jerry de St. Paer ------------------------------------ Name: Jerry de St. Paer Title: Executive Vice President and Chief Financial Officer EX-99.A 3 xl8k120903ex99.txt PRESS RELEASE 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 LTD ANNOUNCES EFFECTIVENESS OF THE POST-EFFECTIVE AMENDMENTS TO THE REGISTRATION STATEMENTS COVERING RESALES OF ITS ZERO-COUPON CONVERTIBLE DEBENTURES DUE 2021 AND ITS LIQUID YIELD OPTION(TM) NOTES DUE 2021 Hamilton, Bermuda (December 9, 2003) - XL Capital Ltd (NYSE: XL) ("XL") announced today that the Post-Effective Amendments, filed on December 5, 2003, to the Registration Statements on Form S-3 (SEC File No. 333-66976 and SEC File No. 333-73410) (the "Registration Statements") covering (i) resales of XL's Zero-Coupon Convertible Debentures due May 23, 2021 (the "Debentures") by the holders of the Debentures and the ordinary shares of XL into which the Debentures are convertible and (ii) resales of XL's Liquid Yield Option(TM) Notes due September 7, 2021 (the "LYONs") by the holders of the LYONs and the ordinary shares of XL into which the LYONs are convertible, respectively, were each declared effective by the Securities and Exchange Commission as of noon Eastern Standard Time on December 9, 2003. As contemplated by the registration rights agreements entered into at the time of the original offerings of the Debentures and the LYONs, the Post-Effective Amendments were filed to de-register certain of the Debentures and the LYONs and the -2- ordinary shares into which each are convertible pursuant to an undertaking in the Registration Statements to de-register such number of Debentures and LYONs and ordinary shares as remain unsold as of the termination of the respective registered offerings. The offerings contemplated by the Registration Statements have terminated by virtue of the expiration of XL's contractual obligations to maintain the effectiveness of the Registration Statements. 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 September 30, 2003, XL Capital Ltd had consolidated assets of approximately $39.6 billion and consolidated shareholders' equity of approximately $7.4 billion. More information about XL Capital Ltd is available at www.xlcapital.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----