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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
October 29, 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 October 29, 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 Announces Plans To Issue
Ordinary Shares") dated October 29, 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: October 29, 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
ORDINARY SHARES
HAMILTON, Bermuda (October 29, 2001) - XL Capital Ltd ("XL") (NYSE: XL)
announced today that it currently plans to sell up to 7,000,000 ordinary shares
(plus any additional shares that may be issued upon exercise of the
underwriters' overallotment option) pursuant to XL's currently effective shelf
registration statement. The underwriters for XL's ordinary share offering are
Goldman, Sachs & Co., as book runner, Morgan Stanley & Co. Incorporated, Banc of
America Securities LLC, Credit Suisse First Boston Corporation, JPMorgan and
Merrill Lynch, Pierce, Fenner & Smith Incorporated.
The net proceeds from the sale of ordinary shares will be used for general
corporate purposes.
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 September 30, 2001, XL had consolidated
assets of approximately $25.7 billion and consolidated shareholders' equity of
approximately $4.8 billion. More information about XL is available at
www.xlcapital.com.
This press release does not constitute an offer to sell or the solicitation
of an offer to buy any of the ordinary shares or any other securities, nor will
there be any sale of the ordinary shares or any other securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or
jurisdiction.
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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