UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
RISK CAPITAL HOLDINGS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
767711 10 4
(CUSIP Number)
Paul S. Giordano, Esq.
Senior Vice President and General Counsel
EXEL Limited
Cumberland House
One Victoria Street
Hamilton HM 11, Bermuda
(441) 292-8515
Copy to:
Immanuel Kohn, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 11, 1997
(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 Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 767711 10 4
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EXEL Limited
I.R.S. Employer Identification No.: 98-0058718
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ /
(b)/ /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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7 SOLE VOTING POWER
4,755,000 Shares
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
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OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON 4,755,000 Shares
WITH
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,755,000 Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions)
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9% of Common Stock (without giving effect to any outstanding options
or warrants to purchase Common Stock held by other persons)
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock (the "Common Stock") of Risk
Capital Holdings, Inc., a Delaware corporation (the "Company"), whose principal
executive offices are located at 20 Horseneck Lane, Greenwich, Connecticut
06830.
Item 2. Identity and Background.
This statement is filed by EXEL Limited ("Reporting Person") to amend the
Schedule 13G filed by its wholly owned subsidiary X.L. Insurance Company, Ltd.
The Reporting Person is a Cayman Islands corporation whose principal office and
business address is Cumberland House, One Victoria 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 the Reporting
Person the following information: (a) name; (b) residence or business address;
(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 and (d) ownership of securities of the Company. Each person listed on
Schedule I, unless otherwise indicated, is a United States citizen.
Neither the Reporting Person nor, to the best knowledge of the Reporting
Person, any other person identified pursuant to this Item 2, within the last
five years was (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) a party 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 activities subject to federal or state
securities laws or a finding of any violations of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, the Reporting Person beneficially owns 4,775,000
shares of Common Stock of the Company (the "Shares"). On September 11, 1997, a
wholly owned subsidiary of the Reporting Person purchased 1,000,000 Shares from
The Trident Partnership, L.P. at a price of U.S.$23.25 per Share. The source of
the funds used to acquire the Shares was working capital.
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Item 4. Purpose of Transaction.
The Shares owned by the Reporting Person are being held for investment
purposes. Depending on market conditions, the Reporting Person may acquire
additional Shares or dispose of some or all of the Shares reported herein.
Except as described in this Statement, as of the date hereof, the Reporting
Person has not formulated any specific plans or proposals which relate to or
would result in: (a) the acquisition by any person of additional securities of
the Company or the disposition of securities by the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Company; (c) a sale or transfer of a material amount
of assets of the Company; (d) any change in the present board of directors or
management of the Company (e) any material change in the present capitalization
or dividend policy of the Company; (f) any other material change in the
Company's business or corporate structure including but not limited to, if the
Company is a registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940; (g) changes in the Company's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person; (h) causing a
class of securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of
those enumerated above.
Item 5. Interests in Securities of the Issuer.
(a) As of the date hereof, the Reporting Person beneficially owns 4,775,000
Shares representing 27.9% of the Common Stock of the Company (without giving
effect to any outstanding options or warrants to purchase stock held by other
persons). The Shares are owned of record by Garrison Investments Inc., a
Barbados corporation and an indirect wholly owned subsidiary of the Reporting
Person.
Except as otherwise described herein, to the best knowledge of the
Reporting Person, no other persons identified in
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this filing currently owns, or has any right to acquire, any of the Common Stock
of the Company.
(b) The Reporting Person has the sole voting power and sole dispositive
power with respect to the Shares reported in this Statement as being
beneficially owned by it.
(c) Except as set forth below, the Reporting Person has not effected
transactions in the Common Stock within the preceding sixty days:
(1) September 11, 1997 purchase of 1,000,000 Shares by a wholly owned
subsidiary of the Reporting Person from The Trident Partnership,
L.P. for U.S. $23.25 per Share.
(d) No person other than the Reporting Person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the securities reported on this Schedule.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Pursuant to an Agreement dated September 19, 1995 between the Reporting
Person, on the one hand, and the Company, on the other hand, the Reporting
Person has the right to designate, and the Company will use its best efforts to
cause to be elected, two directors to the Board of Directors of the Company as
may from time to time be designated by the Reporting Person. In addition,
pursuant to that Agreement the Company has agreed, under certain circumstances,
to cause the shares of Common Stock of the Company owned by the Reporting Person
to be registered under the Securities Act. As of the date hereof, the Reporting
Person has designated Messrs. Esposito, Jr. and Heap, as directors of the
Company. Mr. Esposito, Jr. is also a member of the Executive Committee of the
Company and is Chairman of the Investment/Finance Committee of the Company. Mr.
Heap is Chairman of the Compensation Committee of the Company.
Mr. Robert Clements is Chairman and Director of the Company and a member of
the Board of Directors and the Compensation and Governance Committees of the
Reporting Person. Mr. Clements is also an advisor to Marsh & McLennan Risk
Capital Corp., one of the investment advisors to the Trident Partnership, L.P.
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The Proxy Statement of the Company, dated April 14, 1997 sets forth certain
information regarding the ownership of securities of the Company by Messrs.
Clements, Esposito, Jr. and Heap.
Item 7. Material to be Filed as Exhibits.
Exhibit A. The Purchase Agreement between Risk Capital Holdings, Inc. and
X.L. Insurance Company, Ltd. Incorporated by reference from Exhibit 10.5 of Risk
Capital Holdings, Inc.'s Form 10-K dated March 28, 1996.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 17, 1997
By: EXEL Limited
By: /s/ Brian G. Walford
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Brian G. Walford
Executive Vice
President and Chief
Financial Officer
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
EXEL LIMITED
Unless otherwise indicated, the business address of directors and executive
officers is Cumberland House, One Victoria Street, Hamilton HM 11, Bermuda and
all directors and executive officers are citizens of the United States of
America. An asterisk indicates that a person is a director.
The Proxy Statement of the Company, dated April 14, 1997 sets forth certain
information regarding the ownership of securities of the Company by Messrs.
Clements, Esposito, Jr. and Heap.
Name and Business Principal Occupation, Employment,
Address Share Ownership, Citizenship
Michael P. Esposito, Jr.* Chairman of the Board since
April 1995 and a Director of the Reporting Person
since 1986. Mr. Esposito has been a partner of
Inter-Atlantic Securities Corporation since June
1995. Mr. Esposito serves as a director of Mid
Ocean Limited, Forest City Enterprises and the
Company.
Brian M. O'Hara* President and Chief Executive Officer
of the Reporting Person since 1994 and a Director
since 1986. Mr. O'Hara also serves as a director
of Mid Ocean Limited.
Robert Clements* Director of the Reporting Person since
1986. Mr. Clements also serves as Chairman and a
Director of the Company and is the managing
partner of Taracay Investment Company.
Gilbert Gould* Director of the Reporting Person since
1987. Mr. Gould has served as Manager of Financial
Services for Southern California Edison Company
since 1993.
Robert V. Hatcher, Jr.* Director of the Reporting Person
since June, 1997.
Ian R. Heap* Director of the Reporting Person since
1987. Mr. Heap also serves as a director of the
Company.
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John Loudon* Director of the Reporting Person since
1992. Mr. Loudon has been Chairman of Caneminster
Ltd., a British investment company, since 1991.
Mr. Loudon also serves as a director of Heineken
N.V., Derby Trust plc, BNB Resources plc and
Ocean Group, plc. Mr. Loudon is a citizen of The
Netherlands.
Robert S. Parker* Director of the Reporting Person since
1992. Dr. Parker has been Dean of the School of
Business Administration at Georgetown University
since 1986. Dr. Parker also serves as a director
of Back Bay Restaurant Group, Inc.
Cyril Rance* Director of the Reporting Person since
1990. Mr. Rance is a citizen of Bermuda.
Alan Z. Senter* Director of the Reporting Person since
1986.
John T. Thornton* Director of the Reporting Person
since 1988. Mr. Thornton has served as Executive
Vice President and Chief Financial Officer of
Norwest Corporation since 1987.
Ellen E. Thrower* Director of the Reporting Person since
December 1995. Dr. Thrower has been President and
Chief Executive Officer of The College of
Insurance since 1988. Dr. Thrower beneficially
owns 1,475 shares of Common Stock of the Company.
John Weiser* Director of the Reporting Person since
1986. Mr. Weiser serves as a director of Bechtel
Group, Inc..
James J. Ansaldi Senior Vice President of X.L. Insurance
Company, Ltd. since 1988.
K. Bruce Connell President and Chief Operating
Officer of X.L. Global Reinsurance Company, Ltd.
since 1997.
Robert J. Cooney Executive Vice President of the
Reporting Person since March 1995 and President
and Chief Operating Officer of X.L. Insurance
Company, Ltd.
10<PAGE>
Lawrence Doyle Executive Vice President of the Reporting
Person since 1997.
Paul S. Giordano Senior Vice President and General
Counsel of the Reporting Person since 1997.
Brian G. Walford Executive Vice President of the
Reporting Person and X.L. Insurance Company Ltd.
since 1991 and Chief Financial Officer of the
Reporting Person since 1990. Mr. Walford has been
Secretary of the Reporting Person since 1991 and
X.L. Insurance Company, Ltd. since 1990. Mr.
Walford is a citizen of the United Kingdom.
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
A -- The Purchase Agreement between Risk Capital Holdings, Inc. and
X.L. Insurance Company, Ltd. Incorporated by reference from
Exhibit 10.5 of Risk Capital Holdings, Inc.'s Form 10-K dated
March 28, 1996
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