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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
December 5, 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 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 December 5, 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 Filing of 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 5, 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 5, 2003
XL CAPITAL LTD
By: /s/ Jerry de St. Paer
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Name: Jerry de St. Paer
Title: Executive Vice President
and Chief Financial Officer
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 LTD ANNOUNCES FILING OF 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 5, 2003) - XL Capital Ltd (NYSE: XL) ("XL")
announced today that it has filed Post-Effective Amendments to its 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 holders of the LYONs and the ordinary shares of XL into which the
LYONs are convertible, respectively. As contemplated by the registration rights
agreements entered into at the time of the original offering of the Debentures
and the LYONs, the Post-Effective Amendments were filed to de-register certain
of the Debentures and the LYONs and the 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
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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.
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