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
Date of Report (Date of earliest event reported): August 7, 1998
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 (IRS Employer
of Incorporation) File Number) Identification No.)
Cumberland House, 1 Victoria Street, Hamilton, Bermuda HM 11
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(Address of Principal Executive Offices) (Zip Code)
(441) 292-8515
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 7, 1998, the schemes of arrangement (the "Arrangements")
between EXEL Limited (which has been renamed "EXEL Holdings Limited") ("EXEL")
and its shareholders and between Mid Ocean Limited ("Mid Ocean") and its
shareholders were sanctioned by the Grand Court of the Cayman Islands and the
Arrangements were consummated. Pursuant to the Arrangements, EXEL and Mid Ocean
became wholly owned subsidiaries of Exel Merger Company Ltd. (which has been
renamed "EXEL Limited") ("New EXEL"). Pursuant to the Arrangements, subject to
the cash election available to shareholders of EXEL and Mid Ocean, each ordinary
share of EXEL will be exchanged for one Class A ordinary share of New EXEL, each
Class A ordinary share of Mid Ocean will be exchanged for 1.0215 Class A
ordinary shares of New EXEL, and each Class B ordinary share and Class C
ordinary share of Mid Ocean will be exchanged for 1.0215 Class B ordinary shares
of New EXEL. EXEL and Mid Ocean issued the press release attached as Exhibit
99.1 announcing the consummation of the Arrangements.
New EXEL is the successor issuer to EXEL under Rule 12g-3(a) of the
Securities Act of 1934, as amended (the "Act") and the Class A ordinary shares
of New EXEL are therefore deemed registered under Section 12(b) of the Act .
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
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This information will be filed within 60 days as an amendment
to this Form 8-K.
(b) Pro Forma Financial Information
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This information will be filed within 60 days as an amendment
to this Form 8-K.
(c) Exhibits
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Exhibit Description
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99.1 Text of press release, dated August 7, 1998, issued by EXEL
Limited.
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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.
Dated: August 7, 1998
EXEL LIMITED
By: /s/Paul S. Giordano
Paul S. Giordano
Secretary and General Counsel
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EXHIBIT INDEX
Exhibit Description
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99.1 Text of press release, dated August 7, 1998, issued by EXEL
imited.
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[MID OCEAN LIMITED/EXEL LIMITED JOINT LETTERHEAD]
Contacts: EXEL Limited Mid Ocean Limited
Gavin R. Arton John M. Wadson
(441) 292-8515 (441) 292-1358
MERGER OF EXEL LIMITED
AND MID OCEAN LIMITED COMPLETED
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EXEL Combines Reinsurance Operations
HAMILTON, BERMUDA, August 7, 1998 -- EXEL Limited (NYSE:XL) ("EXEL") and Mid
Ocean Limited (NYSE:MOC) ("Mid Ocean") announced that approval for their merger
has been received from the Grand Court of the Cayman Islands and that the
transaction closed today.
"I am very pleased that the merger of our two companies is now finalized,"
stated Brian M. O'Hara, Presdient and Chief Executive Officer of EXEL. "The
integration of our organizations is substantially completed and I am extremely
pleased with how well our cultures have come together," Mr. O'Hara added.
EXEL also announced today that the combination of the principal reinsurance
subsidiaries of EXEL and Mid Ocean, X.L. Global Reinsurance Company, Ltd. and
Mid Ocean Reinsurance Company, Ltd., respectively, has been completed. Henry
C.V. Keeling has been named President and Chief Executive Officer of the
combined company, which will operate as "X.L. Mid Ocean Reinsurance Company,
Ltd." and have capital and surplus in excess of $1 billion.
EXEL Limited, through its subsidiaries, is a leading provider of general
liability, directors and officers liablity, employment practices liability,
political risk, X.L. Risk Solutions, excess property insurance and
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reinsurance coverages and financial products to industrial, commercial and
professional service firms, insurance companies and other enterprises on a
worldwide basis.
Mid Ocean Limited, through its wholly-owned subsidiaries, Mid Ocean Reinsurance
Company, Ltd. and The Brockbank Group plc, provides a broad range of reinsurance
and insurance products on a global basis.
This presentation may contain forward-looking statements. Actual results may
differ materially from those predicted in such forward-looking statements.
Additional information concerning factors that could cause actual results to
differ from those in such forward-looking statements is contained in EXEL
Limited's Annual Report on Form 10-K for the fiscal year ended November 30, 1997
and other documents on file with the Securities and Exchange Commission.
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