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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
September 4, 2001
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 file number) (I.R.S. Employer
incorporation or organization) 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)
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Item 5. Other events.
On September 4, 2001, XL Capital Ltd issued the press releases attached as
Exhibits 99 (a) and (b) and incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
99(a) Press Release ("XL Capital Announces Plans to Issue Zero-Coupon
Convertible Debentures and Place Long-Term Debt") dated September 4,
2001.
99(b) Press Release ("XL Capital Prices Zero-Coupon Convertible
Debentures") dated September 4, 2001.
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: September 5, 2001
XL CAPITAL LTD
By: /s/ Paul S. Giordano
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Name: Paul S. Giordano
Title: Executive Vice President and
General Counsel and Secretary
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
ZERO-COUPON CONVERTIBLE DEBENTURES
AND PLACE LONG-TERM DEBT
HAMILTON, Bermuda (September 4, 2001) - XL Capital Ltd ("XL") (NYSE: XL)
announced today that it has commenced an offering of its 20-year zero-coupon
convertible senior debentures due 2021 which are being issued in a private
offering. The initial purchaser of the convertible debentures will have an
option to purchase additional convertible debentures to cover over-allotments.
XL expects to use the net proceeds of the offering of the convertible debentures
to fund its purchase of XL ordinary shares and for general corporate purposes,
which may include the repayment of a portion of its outstanding indebtedness,
acquisitions and additional share pur-
chases.
XL also intends to place up to approximately $500 million of long-term debt. XL
expects to use the net proceeds of the placement of the long-term debt for
general corporate purposes, which may include the repayment of a portion of its
outstanding indebtedness, acquisitions and additional purchases of outstanding
ordinary shares. Any such additional purchases from the proceeds of the
convertible debentures or the long-term debt will be determined based upon
prevailing market conditions.
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 at June 30, 2001, XL had consolidated
assets of approximately $18.7 billion and consolidated shareholders' equity of
approximately $5.7 billion. More information about XL is available on
www.xlcapital.com.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any of the convertible debentures or any other securities, nor
will there be any sale of the convertible debentures or any other securities in
any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state. The
convertible debentures will be issued in reliance on the exemption from the
registration requirements provided by Rule 144A. None of the convertible
debentures, the underlying ordinary shares or the long-term debt have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the Securities Act
and applicable state securities laws.
This press release may contain 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 the important factors that could cause actual
results to differ materially from those in such forward-looking statements is
set forth in XL's most re-
cent report on Form 10-K and XL's other documents on file with the Securities
and Exchange Commission. XL undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new information,
future developments or otherwise.
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Exhibit 99(b)
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 PRICES
ZERO-COUPON CONVERTIBLE DEBENTURES
HAMILTON, Bermuda (September 4, 2001) - XL Capital Ltd ("XL") (NYSE: XL)
announced today that it has agreed to sell its 20-year zero-coupon convertible
senior debentures due 2021 which are being issued in a private offering that
will result in net proceeds of approximately $250 million. The convertible
debentures will be convertible into XL ordinary shares at an initial conversion
price of $107.07 and will carry a 2 7/8% yield to maturity. The initial
purchaser of the convertible debentures will have an option to purchase up to an
additional $37.5 million of convertible debentures to cover over-allotments.
XL expects to use the net proceeds of the offering of the convertible debentures
to fund its purchase of approximately $66.4 million of XL ordinary shares and
for general corporate purposes, which may include the repayment of a portion of
its outstanding indebtedness, acquisitions and additional share purchases.
As announced earlier today, XL also intends to place up to approximately $500
million of long-term debt. XL expects to use the net proceeds of the placement
of the long-term debt for general corporate purposes, which may include the
repayment of a portion of its outstanding indebtedness, acquisitions and
additional purchases of outstanding ordinary shares. Any such additional
purchases from the proceeds of the convertible debentures or the long-term debt
will be determined based upon prevailing market conditions.
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 at June 30, 2001, XL had consolidated
assets of approximately $18.7 billion and consolidated shareholders' equity of
approximately $5.7 billion. More information about XL is available on
www.xlcapital.com.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any of the convertible debentures or any other securities, nor
will there be any sale of the convertible debentures or any other securities in
any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state. The
convertible debentures will be issued in reliance on the exemption from the
registration requirements provided by Rule 144A. None of the convertible
debentures or the underlying ordinary shares have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and
applicable state securities laws.
This press release may contain 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 the 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 report on Form 10-K and XL's other documents on
file with the Securities and Exchange Commission. XL undertakes no obligation to
publicly update or revise any forward-looking statement, whether as a result of
new information, future developments or otherwise.
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