SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EXEL Limited
(Name of Issuer)
Class A Ordinary Shares, par value $0.20 per share
(Title of Class of Securities)
G32429105
(CUSIP Number of Class of Securities)
Gregory F. Van Gundy, Esq.
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036-2774
(212) 345-5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
David J. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
August 7, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Statement because of Rule 13d-1(b)(3) or (4), check the
following: ( )
SCHEDULE 13D
CUSIP No.
G32429105
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Marsh & McLennan Companies, Inc. 36-2668272
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
N/A (b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
00: See Item 3
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(7) SOLE VOTING POWER
NUMBER OF
SHARES See Item 5
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH See Item 5
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH See Item 5
(10) SHARED DISPOSITIVE POWER
See Item 5
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
(14) TYPE OF REPORTING PERSON*
HC
SCHEDULE 13D
CUSIP No.
G32429105
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Marsh & McLennan Risk Capital Holdings, Ltd. 13-3689981
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
00: See Item 3
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
(7) SOLE VOTING POWER
NUMBER OF
SHARES See Item 5
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH See Item 5
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH See Item 5
(10) SHARED DISPOSITIVE POWER
See Item 5
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,058,186 shares See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.70% See Item 5
(14) TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No.
G32429105
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MMRC LLC 13-3928628
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
00: See Item 3
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
(7) SOLE VOTING POWER
NUMBER OF
SHARES See Item 5
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH None
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH See Item 5
(10) SHARED DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,074,255 shares See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.00% See Item 5
(14) TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D
relates is the Class A Ordinary Shares, par value $.01 per share
(the "Shares"), of EXEL Limited, a Cayman Islands corporation
("EXEL"). The principal executive offices of EXEL are located at
Cumberland House, One Victoria Street, Hamilton HM 11, Bermuda.
Item 2. Identity and Background.
This statement is being filed by Marsh & McLennan Companies,
Inc. ("MMC"), on behalf of itself, Marsh & McLennan Risk Capital
Holdings, Ltd. ("MMRCH") and MMRC LLC ("MMRC LLC").
MMC, a Delaware corporation, is the ultimate parent of a
variety of companies engaged in such businesses as insurance and
reinsurance broking, consulting and investment management.
MMRCH, a Delaware corporation, is an indirect subsidiary of
MMC, whose primary business is to hold investments in insurance
and other risk bearing entities on behalf of MMC and its various
subsidiaries.
MMRC LLC, a Delaware limited liability company, is
indirectly beneficially owned by MMC. MMRCH holds 30% of the
voting interests and all of the economic interests in MMRC LLC
and, as described in Item 5, has the right to cause the
disposition of assets held by MMRC LLC.
MMC and MMRCH each has its principal place of business
located at 1166 Avenue of the Americas, New York, New York 10036-
2774. MMRC LLC has its principal place of business at Craig
Appin House, Wesley Street, Hamilton HM 11, Bermuda.
Schedule I attached hereto and incorporated herein by
reference sets forth, with respect to each executive officer and
director of MMC and MMRCH and each executive officer of MMRC LLC
the following information: (a) name; (b) residence or business
address; and (c) present principal occupation or employment and
the name, principal business and address of any corporation or
other organization in which such employment is conducted. Each
person listed on Schedule I, unless otherwise indicated, is a
United States citizen.
None of MMC, MMRCH or MMRC LLC nor (to the knowledge of MMC,
MMRCH or MMRC LLC) any executive officer, director or controlling
person of MMC, MMRCH or MMRC LLC (a) has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), during the last five years or (b) has been a
party, during the last five years, to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares were acquired in exchange for shares of Mid Ocean
Limited and EXEL Limited owned by the reporting persons. The
funds necessary to purchase the Mid Ocean Limited and EXEL
Limited shares originally owned by the reporting persons were
obtained from funds available for investment in the ordinary
course of business.
Item 4. Purpose of Transaction.
The Shares directly owned by MMRCH and MMRC LLC
respectively, are being held for investment purposes. Depending
on market conditions, MMC, MMRCH or MMRC LLC may acquire
additional Shares or dispose of some or all of such Shares.
Other than as described above, none of MMC, MMRCH or MMRC
LLC has any present plans or proposals which relate to or would
result in any transaction, change or event specified in clauses
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
MMC, MMRCH and MMRC LLC may be deemed to beneficially own
the Shares as follows:
Number of % of Outstanding Class A
Name Class A Ordinary Ordinary Shares
Shares Directly Owned
MMC None 0.00%
MMRCH 5,058,186 4.70%
MMRC LLC 1,074,255 1.00%
The aggregate number of Shares to which this Schedule 13D
relates is 6,132,441, representing 5.70% of the approximately
107,600,000 Shares outstanding as of August 7, 1998 (as advised
by EXEL).
On August 3, 1998, the Shareholders of Mid Ocean Limited and
EXEL Limited approved a merger of the two companies. The Grand
Court of the Cayman Islands approved the merger on August 7,
1998. Immediately prior to the merger, MMRCH owned 3,565,680
EXEL shares and 1,461,093 Mid Ocean shares and MMRC LLC owned
1,051,645 Mid Ocean shares. The Mid Ocean shares were exchanged
for Shares at the rate of 1.0215 Shares for each Mid Ocean share.
Each of MMRCH and MMRC LLC has the sole power to
dispose of the outstanding Shares owned by it, provided however,
that with respect to the Shares owned by MMRC LLC, MMRCH has the
ability to block a sale of the Shares and if MMRCH desires the
sale of the Shares, the other members of MMRC LLC have agreed to
vote in favor of such a sale.
This Schedule 13D does not disclose any Shares which may be
deemed to be beneficially owned by Putnam Investments, Inc.,
Putnam Investment Management Inc. or The Putnam Advisory Company
Inc. (collectively, "Putnam"), corporate affiliates of the
Reporting Persons, as investment decisions made by Putnam are
independent of investment decisions made by the Reporting
Persons.
To the knowledge of MMC, MMRCH and MMRC LLC, none of their
respective officers and directors beneficially own any Shares,
except for Shares which may be held in discretionary accounts and
over which such officers and directors do not have investment
power and except as set forth below:
Name Number of Shares
Frank J. Borelli 19,919
Frank J. Tasco 5,618
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except as described above and in Item 5 hereof, there are no
contracts, arrangements, understandings or relationships (legal
or otherwise) among MMC, MMRCH and MMRC LLC and any other person
with respect to any securities of EXEL, including but not limited
to transfer or voting of any of the securities of EXEL, finder's
fees, joint venture, loan or option arrangement,s puts or calls,
guarantee of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement, dated as of August
14, 1998 by and among Marsh & McLennan
Companies, Inc., Marsh & McLennan Risk
Capital Holdings, Ltd. and MMRC LLC.
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certify that the information set
forth in this Statement is true, complete and correct.
Dated: August 14, 1998
MARSH & McLENNAN COMPANIES, INC.
By: /s/ Gregory F. Van Gundy
NAME: Gregory F. Van Gundy
TITLE: General Counsel and Secretary
MARSH & McLENNAN RISK CAPITAL
HOLDINGS, LTD.
By: /s/ Gregory F. Van Gundy
NAME: Gregory F. Van Gundy
TITLE: Attorney-in-fact
MMRC LLC
By: /s/ Gregory F. Van Gundy
NAME: Gregory F. Van Gundy
TITLE: Attorney-in-fact
For this and all future filings, reference is made to an
Agreement dated as of August 14, 1998 with respect to one filing
of Schedule 13D on behalf of said entities, pursuant to
Rule 13d-1(f)(l).<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
MARSH & McLENNAN COMPANIES, INC.
Unless otherwise indicated, the business address of directors and
executive officers is 1166 Avenue of the Americas, New York, New
York 10036-2774 and all directors and executive officers are
citizens of the United States of America. An asterisk indicates
that a person is a director.
Name and Principal Occupation
Business Address or Employment
Norman Barham* Vice Chairman of
J&H Marsh & McLennan, Inc.,
a subsidiary of Marsh & McLennan
Companies, Inc.
Lewis W. Bernard* Chairman of Classroom, Inc.
c/o Morgan Stanley Group, Inc.
1221 Ave. of the Americas
New York, NY 10020
Richard H. Blum* Vice Chairman of
J&H Marsh & McLennan, Inc.,
a subsidiary of Marsh & McLennan
Companies, Inc.
Francis N. Bonsignore Senior Vice President-Human
Resources & Administration of Marsh
& McLennan Companies, Inc.
Frank J. Borelli* Senior Vice President and Chief
Financial Officer of Marsh &
McLennan Companies, Inc.
Peter Coster* President of Mercer Consulting
Citizen of the United Group, Inc., a subsidiary of Marsh
Kingdom & McLennan Companies, Inc.
Robert F. Erburu* Retired Chairman of the Board of
c/o Times Mirror Company The Times Mirror Company
220 West First Street
Los Angeles, CA 90012
Name and Principal Occupation
Business Address or Employment
Jeffrey W. Greenberg* Chairman and Chief Executive
Marsh & McLennan Risk Officer of Marsh & McLennan Risk
Capital Corp. Capital Corp., a subsidiary
20 Horseneck Lane of Marsh & McLennan Companies, Inc.
Greenwich, CT 06830
Ray J. Groves* Chairman of Legg Mason Merchant
Ernst & Young Banking, Inc.
787 Seventh Avenue
New York, NY 10019
The Rt. Hon. Lord Lang Former member of British Parliament
of Monkton*
Citizen of the United Kingdom
Kersland
Monkton
Ayshire KA9 2QU
United Kingdom
Lawrence J. Lasser* President and Chief Executive
Putnam Investments, Inc. Officer of Putnam Investments,
One Post Office Square Inc., a subsidiary of Marsh &
Boston, MA 02109 McLennan Companies, Inc.
David A. Olsen* Former Chairman and Chief Executive
Officer of Johnson & Higgins
John D. Ong* Retired Chairman of the BFGoodrich
4000 Embassy Parkway Company
Akron, Ohio 44333
George Putnam* Chairman of the Board of Trustees
The Putnam Funds and President of the various mutual
One Post Office Square funds managed by Putnam Investment
Boston, MA 012109 Management, Inc.; Chairman of
Putnam Investment Management, Inc.,
a subsidiary of Marsh & McLennan
Companies, Inc.
Adele Smith Simmons* President of the John D. and
MacArthur Foundation Catherine T. MacArthur Foundation
140 South Dearborn Street in Chicago, Illinois.
Chicago, IL 60603
John T. Sinnott* Vice Chairman and Chief Executive
Officer of J&H Marsh & McLennan,
Inc., a subsidiary of Marsh
& McLennan Companies, Inc.
Name and Principal Occupation
Business Address or Employment
A.J.C. Smith* Chairman of the Board and Chief
Executive Officer of Marsh &
McLennan Companies, Inc.
Frank J. Tasco* Retired Chairman and Chief
Executive Officer of Marsh &
McLennan Companies, Inc.
Gregory F. Van Gundy General Counsel & Secretary of
Marsh & McLennan Companies, Inc.
DIRECTORS AND EXECUTIVE OFFICERS OF
MARSH & McLENNAN RISK CAPITAL HOLDINGS, LTD.
Unless otherwise indicated, the business address of the
directors and executive officers is 1166 Avenue of the Americas,
New York, New York 10036-2774 and all directors and executive
officers are citizens of the United States of America. All
persons named below are directors of the company.
Frank J. Borelli Chairman of Marsh & McLennan Risk
Capital Holdings, Ltd. and Senior
Vice President & Chief Financial
Officer of Marsh & McLennan
Companies, Inc.
Charles A. Davis President and Chief Operating
Marsh & McLennan Risk Officer of Marsh & McLennan Risk
Capital Corp. Capital Corp.
80 Field Point Road
Greenwich, CT 06830
Jeffrey W. Greenberg Chairman and Chief Executive
Marsh & McLennan Risk Officer of Marsh & McLennan Risk
Capital Corp. Capital Corp.
80 Field Point Road
Greenwich, CT 06830
A.J.C. Smith Chairman of Marsh & McLennan
Companies, Inc.
Gregory F. Van Gundy General Counsel & Secretary of
Marsh & McLennan Companies, Inc.<PAGE>
EXECUTIVE OFFICERS OF MMRC LLC
MMRC LLC does not have directors. The business address
of the executive officers is Craig Appin House, Wesley Street,
Hamilton HM 11, Bermuda.
Frank J. Borelli President of MMRC LLC and Senior
Vice President and Chief Financial
Officer of Marsh & McLennan
Companies, Inc.
EXHIBIT C
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(l) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned
hereby agree to the joint filing with all other Reporting Persons
(as such term is defined in the Schedule 13D referred to below)
on behalf of each of them of a statement on Schedule 13D
(including amendments thereto) with respect to the Class A
Ordinary Shares, par value $.01, of EXEL Limited, a Cayman
Islands corporation, and that this Agreement be included as an
Exhibit to such joint filing. Each of the Undersigned hereby
constitutes and appoints Gregory Van Gundy such person's true and
lawful attorney, with full power of substitution to sign for such
person and in such person's name, place and stead the statement
on Schedule 13D and any and all amendments to such statement and
to file the same with the Securities and Exchange Commission,
hereby ratifying and confirming such person's signature as it may
be signed by said attorney to such statement and any and all
amendments. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement as of the 14th day of August, 1998.
MARSH & McLENNAN COMPANIES, INC.
By: /s/ Gregory Van Gundy
Name: Gregory Van Gundy
Title: Secretary
MARSH & McLENNAN RISK CAPITAL
HOLDINGS, LTD.
By: /s/ Frank J. Borelli
Name: Frank J. Borelli
Title: Chairman
MMRC LLC
By: /s/ Frank J. Borelli
Name: Frank J. Borelli
Title: President
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