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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
November 1, 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 November 1, 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 Issue of Ordinary Shares")
dated November 1, 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: November 2, 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 ISSUE OF ORDINARY SHARES
Hamilton, Bermuda (November 1, 2001) - XL Capital Ltd ("XL") (NYSE: XL)
announced today that it has agreed to sell 8,000,000 ordinary shares pursuant to
XL's currently effective shelf registration statement (plus up to an additional
1,200,000 shares issuable upon exercise of the underwriters' overallotment
option). The ordinary shares are being issued at an initial price to the public
of $89.00 per share. 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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