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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 7, 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 7, 2001, 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 Prices $500 Million of
Senior Notes") dated September 7, 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 11, 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 PRICES
$500 MILLION OF SENIOR NOTES
HAMILTON, Bermuda (September 7, 2001) - XL Capital Ltd ("XL") (NYSE: XL)
announced today that it has agreed to sell $500 million of its 6-3/8 % senior
notes due 2011 which are being issued by a special purpose U.K. finance
subsidiary (guaranteed by XL Capital Ltd) in a private offering.
XL expects to use the net proceeds of the offering of the senior notes for
general corporate purposes, which may include the repayment of a portion of its
outstanding indebtedness, acquisitions and the purchase of its outstanding
ordinary shares. Any such share purchase 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 senior notes or any other securities, nor will there
be any sale of the senior notes 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 senior notes will
be issued in reliance on the exemption from the registration requirements
provided by Rule 144A. The senior notes have not 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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