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UNITED STATES
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
Date of Report (Date of earliest event reported): December 10, 2004
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XL CAPITAL LTD
(Exact name of registrant as specified in its charter)
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Cayman Islands 1-10809 98-0191089
(State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of incorporation)
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)
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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))
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Item 8.01. Other Events.
On December 10, 2004, XL Financial Assurance Ltd. ("XLFA"), a Bermuda
exempted company and majority-owned subsidiary of XL Capital Ltd, a Cayman
Islands exempted limited company (the "Registrant"), entered into a put option
agreement (the "Put Option Agreement") and an asset trust expense reimbursement
agreement (the "Asset Trust Expense Reimbursement Agreement") with Twin Reefs
Asset Trust (the "Asset Trust"). The Put Option Agreement provides XLFA with the
irrevocable right (the "Put Option") to require the Asset Trust at any time and
from time to time to purchase XLFA's non-cumulative perpetual Series B preferred
shares (the "Series B Preferred Shares") on the terms set forth therein. There
is no limit to the number of times that XLFA may exercise the Put Option, redeem
the Series B Preferred Shares from the Asset Trust and exercise the Put Option
again. Pursuant to the Put Option Agreement, XLFA is obligated to reimburse the
Asset Trust for certain fees and ordinary expenses. To the extent that any
Series B Preferred Shares are put to the Asset Trust and remain outstanding, a
corresponding portion of such fees and ordinary expenses will be payable by XLFA
pursuant to the Asset Trust Expense Reimbursement Agreement, rather than the Put
Option Agreement. A copy of the Put Option Agreement is attached hereto as
Exhibit 10.1 and incorporated by reference herein. A copy of the Asset Trust
Expense Reimbursement Agreement is attached hereto as Exhibit 10.2 and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
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10.1 Put Option Agreement, dated as of December 10, 2004,
between XL Financial Assurance Ltd. and Twin Reefs
Asset Trust.
10.2 Asset Trust Expense Reimbursement Agreement, dated as
of December 10, 2004, between XL Financial Assurance
Ltd. and Twin Reefs Asset Trust.
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: December 10, 2004
XL CAPITAL LTD
(Registrant)
By: /s/ Jerry de St. Paer
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Name: Jerry de St. Paer
Title: Executive Vice President and
Chief Financial Officer