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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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GCR HOLDINGS LIMITED
(Name of Subject Company)
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EXEL LIMITED
EXEL ACQUISITION LTD.
(Bidders)
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ORDINARY SHARES, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
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G3774N 10 0
(CUSIP Number of Class of Securities)
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PAUL S. GIORDANO, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
EXEL LIMITED
CUMBERLAND HOUSE
ONE VICTORIA STREET
HAMILTON HM 11, BERMUDA
(441) 292-8515
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
COPY TO:
IMMANUEL KOHN, ESQ.
CAHILL GORDON & REINDEL
80 PINE STREET
NEW YORK, NEW YORK 10005
(212) 701-3000
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This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1 originally filed on May 14, 1997, as amended (the "Schedule
14D-1"), with the Securities and Exchange Commission by EXEL ACQUISITION LTD.
(the "Purchaser"), a Cayman Islands company and a wholly owned subsidiary of
EXEL LIMITED, a Cayman Islands company ("Parent"), to purchase all of the
outstanding Ordinary Shares, par value $.10 per share (the "Shares"), of GCR
HOLDINGS LIMITED, a Cayman Islands company (the "Company"), at a purchase price
of $27.00 per Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated May 14, 1997 (the "Offer to Purchase"), as amended, and the related Letter
of Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"), which are annexed to and were filed with
the Schedule 14D-1 as Exhibits (a)(1), (a)(2), and (a)(9). The item numbers and
responses thereto below are in accordance with the requirements of Schedule
14D-1. Unless the context otherwise requires, capitalized terms not otherwise
defined herein have the meaning ascribed to them in the Schedule 14D-1 and the
Offer to Purchase.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by adding thereto the following:
On June 12, 1997, Parent issued a press release announcing that the Offer
had expired at midnight on June 11, 1997. A preliminary count indicates that
23,071,143 Shares were tendered. Purchaser has accepted such Shares for payment,
subject to the terms and conditions of the Offer.
A copy of the press release issued by Parent is filed as Exhibit (a)(10) and
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the following:
(a)(10) -- Press Release issued by Parent dated June 12, 1997.
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SIGNATURE
After due 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.
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<S> <C> <C> <C>
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 12, 1997
</TABLE>
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SIGNATURE
After due 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.
EXEL ACQUISITION LTD.
By: /s/ BRIAN M. O'HARA
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Name: Brian M. O'Hara
Title: President
Dated: June 12, 1997
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<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
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<S> <C> <C>
(a)(10) -- Press Release issued by Parent dated June 12, 1997.
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EXHIBIT (A)(10)
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 Acquisition 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 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 owning 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 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.
