-----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, Rkl/StTPv/CRqewcEsg8tJHtynlukHlbL5Th7mcudMPo8Ah/cwUkQDt5n6j4xdSi NOi7/sYsv/RwkqooA0HjHw== 0000950162-04-001292.txt : 20041112 0000950162-04-001292.hdr.sgml : 20041111 20041112160350 ACCESSION NUMBER: 0000950162-04-001292 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041112 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 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: 041139360 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 xl8k111204.txt ================================================================================ 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): November 12, 2004 ------------------------ XL CAPITAL LTD (Exact name of registrant as specified in its charter) ------------------------ Cayman Islands 1-10809 98-0191089 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) XL House, One Bermudiana Road, Hamilton, Bermuda HM 11 (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) ------------------------ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 8.01. Other Events. On November 12, 2004, XL Capital Ltd issued the press release attached as Exhibit 99.1 and incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed herewith: Exhibit No. Description ----------- ----------- 99.1 Press Release ("XL CAPITAL LTD TO REDEEM ALL OF ITS OUTSTANDING ZERO-COUPON CONVERTIBLE DEBENTURES DUE 2021") dated November 12, 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: November 12, 2004 XL CAPITAL LTD (Registrant) By: /s/ Fiona Luck ------------------------------------- Name: Fiona Luck Title: Executive Vice President and Chief of Group Operations EX-99.1 2 xl8k111204ex99-1.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 Press Release Contact: Scott C. Hoy Roger R. Scotton Investor Relations Media Relations (441) 294-7201 (441) 294-7165 XL CAPITAL LTD TO REDEEM ALL OF ITS OUTSTANDING ZERO-COUPON CONVERTIBLE DEBENTURES DUE 2021 HAMILTON, BERMUDA (November 12, 2004) -- XL Capital Ltd (NYSE: XL) ("XL") announced today that it has called for redemption all of its outstanding Zero-Coupon Convertible Debentures due 2021 ("CARZ"). The redemption date for the CARZ will be November 29, 2004. The redemption price will be $650.5836 per $1,000 principal amount at maturity of CARZ. In the event all of the outstanding CARZ are surrendered for redemption, the aggregate redemption price would be $657,631,372.39. In order to receive the CARZ redemption price, holders must deliver their CARZ to U.S. Bank National Association, as paying agent under the indenture governing the CARZ. 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, 2004, XL Capital Ltd had consolidated assets of approximately $46.8 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-----