-----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, HRk6FOAgLbtQ7cScFZPxKY4wUekf9JYFglLG5KUqMYdXx/KKGOJwpZtHcbhBV4re TE/krsT5ip+Qlotv19k6EA== 0000950162-04-000915.txt : 20040809 0000950162-04-000915.hdr.sgml : 20040809 20040809143437 ACCESSION NUMBER: 0000950162-04-000915 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040809 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040809 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: 04960767 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 xl8k080904.txt FORM 8-K ================================================================================ UNITED STATES 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 Date of Report (Date of earliest event reported): August 9, 2004 ------------------------ 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) Registrant's telephone number, including area code: (441) 292 8515 Not Applicable (Former name or former address, if changed since last report) ================================================================================ Item 5. Other Events and Regulation FD Disclosure. On August 9, 2004, XL Capital Ltd issued the press release attached as Exhibit 99.1 and incorporated by reference herein. Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed herewith: Exhibit No. Description ----------- ----------- 99.1 Press Release ("XL CAPITAL LTD ANNOUNCES ITS ELECTION TO PAY FOR ANY OF ITS LIQUID YIELD OPTION(TM) NOTES TENDERED FOR PURCHASE ON SEPTEMBER 7, 2004 WITH CASH") dated August 9, 2004. 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. Date: August 9, 2004 XL CAPITAL LTD (Registrant) By: /s/ Jerry de St. Paer ------------------------------------ Name: Jerry de St. Paer Title: Executive Vice President and Chief Financial Officer EX-99.1 2 xl8k080904ex99-1.txt PRESS RELEASE Exhibit 99.1 [XL Capital Logo Omitted] XL Capital Ltd XL House One Bermudiana Road Hamilton HM 11 Bermuda Phone: (441) 292-8515 Fax: (441) 292-5280 NEWS RELEASE IMMEDIATE Contact: Scott C. Hoy Roger R. Scotton Investor Relations Media Contact (441) 294-7201 (441) 294-7165 XL CAPITAL LTD ANNOUNCES ITS ELECTION TO PAY FOR ANY OF ITS LIQUID YIELD OPTION(TM) NOTES TENDERED FOR PURCHASE ON SEPTEMBER 7, 2004 WITH CASH Hamilton, Bermuda (August 9, 2004) - XL Capital Ltd (NYSE: XL) ("XL") announced today that to the extent that holders of XL's Liquid Yield Option(TM) Notes due 2021 ("LYONs") tender any LYONs for purchase by XL on September 7, 2004 (the "Purchase Date"), XL has elected to pay all of the purchase price for such LYONs in cash. XL has provided a company notice containing details of the LYONs repurchase to U.S. Bank National Association (the trustee under the indenture governing the LYONs) to be forwarded to holders of the LYONs who wish to tender their LYONs for purchase by XL. In accordance with the terms of the indenture governing the LYONs, holders of LYONs may require XL to purchase all or a portion of their LYONs as of the Purchase Date at a purchase price of $622.5046 per $1,000 aggregate principal amount at maturity of the LYONs properly tendered for purchase. In the event all of the outstanding LYONs are tendered for repurchase, the aggregate purchase price would be $316,756,486. 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, -2- insurance companies, and other enterprises on a worldwide basis. As of June 30, 2004, XL Capital Ltd had consolidated assets of approximately $45.5 billion and consolidated shareholders' equity of approximately $7.1 billion. More information about XL Capital Ltd is available at www.xlcapital.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----