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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): June 13, 1997
EXEL LIMITED
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(Exact name of registrant as specified in its charter.)
Cayman Islands 1-10804 98-0058718
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
or incorporation) Identification No.)
Cumberland House, One Victoria Street, Hamilton, Bermuda HM 11
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (441) 292-8515
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 13, 1997, Registrant, through its wholly-owned subsidiary,
Exel Acquisition Ltd., completed the acquisition of GCR Holdings Limited
("GCR"). The acquisition was accomplished by a cash tender offer which expired
at midnight on June 11, 1997, pursuant to which Registrant acquired more than
93% of GCR's outstanding Ordinary Shares, par value $0.10 per share, for $27.00
per share. The cost of acquiring such shares was approximately $623.0 million.
The Registrant intends to give notice to all holders of the then outstanding
shares that Exel Acquisition Ltd. intends to acquire compulsorily such shares
for $27.00 per share pursuant to Cayman Islands Law.
GCR, which is headquartered in Bermuda, provides property catastrophe,
property risk excess-of-loss, property pro rata, marine, energy, satellite and
financial products reinsurance to insurers on a worldwide basis through its
principal wholly-owned subsidiary, Global Capital Reinsurance Limited.
The funds used to consummate the acquisition were obtained from a
combination of cash on hand, liquidation of certain investments and bank
borrowings by subsidiaries of Registrant from a syndicate of banks led by Mellon
Bank, N.A.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) No Financial Statements are required to be filed with this report.
(b) No pro forma financial information is required to be filed with this
report.
(c) Exhibits
Exhibit Number
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1. Agreement and Plan of Amalgamation dated as of May 8, 1997 filed as
part of Registrant's Tender Offer Statement pursuant to Section 14(d)
(1) of the Securities Exchange Act of 1934 is incorporated herein by
reference.
(All Schedules and certain exhibits have been omitted. Registrant
agrees to furnish supplementally a copy of any omitted schedule
or exhibit to the Commission upon request.)
2. (a) Short Term Revolving Credit Agreement dated as of June 6, 1997
filed as part of Amendment No. 2 to Registrant's Tender Offer
Statement pursuant to Section 14(d)(1) of the Securities Exchange
Act of 1934 is incorporated herein by reference.
(b) Revolving Credit Agreement dated as of June 6, 1997 filed as part
of Amendment No. 2 to Registrant's Tender Offer Statement
pursuant to Section 14(d)(1) of the Securities Exchange Act of
1934 is incorporated herein by reference.
3. Press Release dated June 12, 1997.
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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.
EXEL LIMITED
By: /s/ Brian M. O'Hara
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Name: Brian M. O'Hara
Title: President and Chief Executive
Officer
Dated: June 18, 1997
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EXHIBIT INDEX
Number Description Page
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1. Agreement and Plan of Amalgamation dated as of
May 8, 1997 filed as part of Registrant's Tender
Offer Statement pursuant to Section 14(d)(1) of
the Securities Exchange Act of 1934 is
incorporated herein by reference.
2. (a) Short Term Revolving Credit Agreement dated as
of June 6, 1997 filed as part of Amendment No. 2
to Registrant's Tender Offer Statement pursuant
to Section 14(d)(1) of the Securities Exchange
Act of 1934 is incorporated herein by reference.
(b) Revolving Credit Agreement dated as of June 6,
1997 filed as part of Amendment No. 2 to
Registrant's Tender Offer Statement pursuant to
Section 14(d)(1) of the Securities Exchange Act
of 1934 is incorporated herein by reference.
3. Press Release dated June 12, 1997. 5
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[LOGO]
EXEL Limited
Cumberland House
One Victoria Street
P.O. Box HM 2245
Hamilton, HM JX
Bermuda
Phone: (441) 292-8515
Fax: (441) 292-5280
NEWS RELEASE
IMMEDIATE
Contact: Gavin R. Arton
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EXEL LIMITED COMPLETES TENDER OFFER
FOR MORE THAN 90 PER CENT OF GCR HOLDINGS LIMITED
HAMILTON, BERMUDA, June 12, 1997 -- EXEL Limited (NYSE: XL) announced today that
the cash offer made by its wholly-owned subsidiary, Exel Acquisitions Ltd., for
all of the outstanding ordinary shares of GCR Holdings Limited (NASDAQ: GCREF)
expired, as scheduled, at 12:00 midnight on Wednesday, June 11, 1997. Based on
information provided by the Depositary, a total of approximately 23,071,143
shares of GCR Holdings Limited (or approximately 90 per cent of the outstanding
shares of GCR) were validly tendered pursuant to its cash offer.
EXEL Limited, through its subsidiary making the offer, has accepted for
purchase, all shares validly tendered prior to the expiration of the offer. The
acceptance of these shares in the tender offer results in EXEL Limited's
ownership of in excess of 90 per cent of GCR's outstanding ordinary shares.
In the next step of the acquisition, pursuant to a compulsory acquisition of
shares under Cayman Islands law, EXEL Acquisition Ltd. intends to give notice to
all holders of the then outstanding shares (other than shares held by EXEL
Limited or any of its subsidiaries) that EXEL Acquisition
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Ltd. intends to acquire compulsorily such shares at $27.00 per share in cash.
In addition, pursuant to the Agreement and Plan of Amalgamation between EXEL and
GCR, members of GCR's board of directors, other than two outside directors, have
tendered their resignations and are being replaced by designees of EXEL, which
will occur as soon as practicable. Further, the ordinary shares of GCR will be
deregistered under the United States securities laws and delisted from the
Nasdaq National Market as soon as practicable.
EXEL Limited, through X.L. Insurance Company, Ltd., X.L. Europe Insurance and
X.L. Reinsurance Company, Ltd. is a leading provider of general liability,
directors and officers liability, employment practices and professional
liability, X.L. Risk Solutions, political risk, excess property insurance and
reinsurance coverages to industrial, commercial and professional service firms
and other enterprises on a worldwide basis.
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