<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
EXEL LIMITED
------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price of other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
December 24, 1998
Dear EXEL Shareholder:
You are cordially invited to attend a General Meeting of Shareholders of
EXEL Limited (the "Company") to be held at the Company's executive offices,
located at Cumberland House, One Victoria Street, Hamilton, Bermuda HM11, on
February 1, 1999, at 8:30 a.m. local time.
At the General Meeting you will be asked to vote upon the approval of a
special resolution to change the name of the Company to "XL Capital Ltd".
Over the last few years, the Company has grown significantly and broadened
its scope of operations considerably. Following an extensive review of the
Company's operations, the Board of Directors and management feel that it is
appropriate to change our name to reflect the increased role of our holding
company and the current focus of our organization.
We believe the name "XL Capital Ltd" has several important advantages over
the Company's current name, including better communicating that our
organization supplies intellectual and financial capital to assure its
customers' vitality and competitiveness. In addition, the new name will
eliminate duplication of names within the organization and allow for closer
identification between the Company and its operating subsidiaries which use
"XL" in their corporate names. It will also facilitate the development of a
global brand name under which all products and services offered by the
Company's subsidiaries can be marketed.
The Notice of General Meeting and the Proxy Statement describing the special
resolution in greater detail are attached. Whether or not you plan to attend
the General Meeting, it is important that your shares be represented. Please
give this information your careful consideration and complete, date, sign and
return promptly the proxy card in the enclosed envelope. You may attend the
meeting and vote your shares in person if you wish, even though you have
previously returned your proxy.
We look forward to your support on this initiative and sharing with you the
new "XL Capital Ltd".
Yours sincerely,
[LOGO]
Brian M. O'Hara
President and Chief Executive
Officer
<PAGE>
EXEL LIMITED
----------------
NOTICE OF GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 1, 1999
----------------
Hamilton, Bermuda
December 24, 1998
TO THE SHAREHOLDERS OF EXEL LIMITED:
Notice is hereby given that a General Meeting of Shareholders of EXEL
LIMITED (the "Company") will be held at the Company's executive offices,
located at Cumberland House, One Victoria Street, Hamilton, Bermuda HM11, on
February 1, 1999, at 8:30 a.m. local time for the following purposes:
1. To act upon a proposal to approve a special resolution to change the
name of the Company to "XL Capital Ltd"; and
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only shareholders of record, as shown by the transfer books of the Company
at the close of business on December 21, 1998, are entitled to notice of and
to vote at the General Meeting.
PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE RETURN ENVELOPE
FURNISHED FOR THAT PURPOSE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON,
YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT. A PROXY
NEED NOT BE A SHAREHOLDER OF THE COMPANY.
As ordered,
Brian M. O'Hara,
President and Chief Executive
Officer
<PAGE>
EXEL LIMITED
CUMBERLAND HOUSE, HAMILTON, BERMUDA
----------------
PROXY STATEMENT
FOR
THE GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 1, 1999
----------------
The accompanying proxy is solicited by the Board of Directors of EXEL
Limited (the "Company") to be voted at the General Meeting of Shareholders of
the Company to be held on February 1, 1999, and any adjournments thereof.
When such proxy is properly executed and returned, the Class A Shares, par
value U.S. $0.01 per share (the "Class A Shares"), of the Company it
represents will be voted at the meeting on the following: (1) the approval of
a special resolution to change the name of the Company to "XL Capital Ltd" and
(2) such other business as may properly come before the meeting or any
adjournments thereof.
Any shareholder giving a proxy has the power to revoke it prior to its
exercise by notice of revocation to the Secretary of the Company in writing,
by voting in person at the General Meeting or by execution of a subsequent
proxy, provided that such action is taken in sufficient time to permit the
necessary examination and tabulation of the subsequent proxy or revocation
before the vote is taken.
Shareholders of record of Class A Shares as of the close of business on
December 21, 1998 will be entitled to vote at the meeting. As of December 21,
1998, there were outstanding 111,902,354 Class A Shares entitled to vote at
the meeting, with each Class A Share entitling the holder of record on such
date to one vote (subject to certain provisions of the Company's Articles of
Association). See "Beneficial Ownership." The holders of the Company's Class B
Ordinary Shares, par value $0.01 per share (the "Class B Shares"), will not
have any voting rights with respect to the approval of the special resolution
at the meeting.
This Proxy Statement, the attached letter to shareholders and Notice of
General Meeting of Shareholders and the accompanying proxy card are first
being mailed to shareholders on or about December 29, 1998.
The Company knows of no specific matter to be brought before the General
Meeting which is not referred to in the Notice of General Meeting of
Shareholders. If any such matter properly comes before the meeting, the proxy
holders will vote proxies in accordance with their judgment.
The Company's principal executive offices are located at Cumberland House,
One Victoria Street, Hamilton, Bermuda HM 11.
<PAGE>
BENEFICIAL OWNERSHIP
The following table lists as of November 30, 1998 the beneficial ownership
of the Class A Shares of the Company by each person or group who owned, to the
Company's knowledge, more than five percent of the Company's Class A Shares
outstanding. The table is based upon information available to the Company
believed to be reliable.
<TABLE>
<CAPTION>
PERCENTAGE
OF
NUMBER OF OUTSTANDING
NAME AND ADDRESS SHARES SHARES(1)
---------------- ---------- -----------
<S> <C> <C>
Oppenheimer Group, Inc........................ 16,252,000 14.6%
Oppenheimer Tower
World Financial Center
New York, NY 10281
Skudder Kemper Investments, Inc............... 9,060,000 8.2%
345 Park Avenue
New York, NY 10154
Capital Guardian Trust........................ 7,232,000 6.5%
333 Hope Street
Los Angeles, CA 90071
Capital Research and Management Company....... 6,615,000 6.0%
333 Hope Street
Los Angeles, CA 90071
Marsh & McLennan Companies, Inc............... 6,132,441(2) 5.7%(2)
1166 Avenue of the Americas
New York, NY 10036-2774
</TABLE>
- --------
(1) Each Class A Share has one vote, except that, if, and so long as, the
votes conferred by the Controlled Shares (as hereinafter defined) of any
person constitute ten percent (10%) or more of the votes conferred by the
issued share capital of the Company, the voting rights with respect to the
Controlled Shares owned by such person shall be limited, in the aggregate,
to a voting power of approximately 10%, pursuant to a formula specified in
the Company's Articles of Association. "Controlled Shares" has the meaning
given to that term in the Company's Articles of Association and will
include, among other things, all Class A Shares which such person or group
of persons is deemed to beneficially own directly, indirectly or
constructively (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934).
(2) Derived from information set forth in the Schedule 13D filed with the
Securities and Exchange Commission by Marsh & McLennan Companies, Inc.
("MMC"), on behalf of itself and Marsh & McLennan Risk Capital Holdings,
Ltd. ("MMRCH"), a direct subsidiary of MMC, and MMRC LLC ("MMRC LLC"), a
limited liability company indirectly beneficially owned by MMC. The
Schedule 13D states that as of August 7, 1998, MMRCH directly owned
5,058,186 of such shares and MMRC LLC directly owned 1,074,256 of such
shares. The Schedule 13D states that each of MMRCH and MMRC LLC has the
sole power to dispose of the 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 such shares, and if MMRCH desires the sale of such shares,
the other members of MMRC LLC have agreed to vote in favor of such a sale.
2
<PAGE>
As of November 30, 1998, no director or executive officer of the Company
beneficially owned any Class B Shares of the Company. The following table
lists as of November 30, 1998 the beneficial ownership of the Class A Shares
of the Company by each director and executive officer of the Company, and all
such directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF
CLASS A NUMBER OF
NAME SHARES OPTIONS(1) TOTAL(2)
---- --------- ---------- ----------
<S> <C> <C> <C>
Michael Butt........................... 243,926 112,366 356,292
Mark E. Brockbank...................... 542,086 8,011 550,097
Robert Clements........................ 38,695 18,599 57,294
K. Bruce Connell....................... 32,000 107,800 139,800
Robert J. Cooney....................... 98,550 258,996 357,546
Sir Brian Corby........................ 1,471 4,599 6,070
Michael Esposito, Jr................... 37,015 124,596 161,611
Paul S. Giordano....................... 7,000 15,000 22,000
Robert R. Glauber...................... 10,419 9,198 19,617
Christopher V. Greetham................ 11,000 34,999 45,999
Robert V. Hatcher, Jr.................. 1,036 9,000 10,036
Ian R. Heap............................ 4,000 14,000 18,000
Paul Jeanbart.......................... 4,536 3,066 7,602
Henry C.V. Keeling..................... 124,693 52,255 176,948
John Loudon............................ 2,637 14,000 16,637
Robert Lusardi......................... 23,000 33,333 56,333
Robert J. Newhouse, Jr................. 88,462 187,714 276,176
Brian M. O'Hara........................ 300,302 579,634 879,936
Robert S. Parker....................... 3,724 14,000 17,724
Cyril Rance............................ 6,606 14,000 20,606
Alan Z. Senter......................... 3,335 14,000 17,335
John T. Thornton....................... 10,237 14,000 24,237
Ellen Thrower.......................... 2,122 12,000 14,122
John Weiser............................ 33,017 14,000 47,017
--------- ---------- ----------
All directors and executive officers of
the Company as a group (24
individuals).......................... 1,629,869 1,669,166 3,299,035
========= ========== ==========
</TABLE>
- --------
(1) Represents options to purchase Class A Shares, which as of November 30,
1998, were exercisable within 60 days.
(2) To the Company's knowledge, no director or executive officer of the
Company had a beneficial ownership interest in excess of 1.0% of the
outstanding Class A Shares as of November 30, 1998. As a group, all
directors and executive officers of the Company had a beneficial ownership
interest in approximately 2.9% of the outstanding Class A Shares as of
November 30, 1998. The percentages of outstanding Class A Shares are
calculated separately for each shareholder and for all directors and
executive officers of the Company as a group on the basis of the number of
outstanding Class A Shares as of November 30, 1998.
PROPOSED NAME CHANGE OF THE COMPANY
The Board of Directors proposes and recommends that the shareholders approve
the proposed special resolution to change the Company's name to "XL Capital
Ltd". The Board of Directors and management of the Company believe that the
name "XL Capital Ltd" has several important advantages as compared to the
Company's current name. In particular, the name "XL Capital Ltd" better
communicates that the Company, acting through its subsidiaries, is an
insurance, reinsurance and financial services organization which applies
intellectual and financial capital to assure its customers' economic vitality
and to enhance their competitive positions. The new name also will allow for
closer identification between the Company and its operating
3
<PAGE>
subsidiaries which use "XL" in their corporate names and facilitate the
development of a global brand name under which all products and services
offered by the Company's subsidiaries can be marketed.
If the special resolution is approved by the shareholders of the Company,
notice of the adoption of the special resolution is expected to be filed with
the Registrar of Companies in the Cayman Islands shortly after the General
Meeting. The change of the Company's name to "XL Capital Ltd" would become
effective upon the filing of the notice referred to in the preceding sentence
and the Registrar of Companies entering the new name of the Company in the
register of companies.
The approval of the special resolution to change the Company's name requires
the affirmative vote of at least two-thirds of the votes cast at the General
Meeting by the holders of Class A Shares present in person or by proxy at the
meeting, provided there is a quorum (consisting of holders of at least 66 2/3%
of the outstanding Class A Shares being present in person or by proxy).
Shareholders who abstain will be counted for purposes of determining the
presence of a quorum but will not be treated as present and voting for
purposes of determining the number of votes cast. If a broker or nominee
indicates on its proxy that it does not have discretionary authority to vote
on a particular matter as to certain shares and the proxy does not indicate a
vote either for or against the resolution set out in the Notice of General
Meeting (so-called "broker non-votes"), those Class A Shares will be treated
as abstentions and accordingly, a broker non-vote will be counted for purposes
of determining the presence of a quorum but will not be treated as shares that
are present and voting for purposes of determining the number of vote cast.
OTHER MATTERS
While management knows of no other issues to be brought before the General
Meeting which are not referred to in the Notice of General Meeting of
Shareholders, if any other matters properly come before the meeting, it is the
intention of the persons named in the accompanying proxy form to vote the
proxy in accordance with their judgment on such matters.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL GENERAL MEETING
Shareholder proposals intended for inclusion in the Proxy Statement for the
1999 Annual General Meeting of Shareholders should have been sent to the
Company's Secretary at Cumberland House, One Victoria Street, Hamilton HM 11,
Bermuda and received by November 3, 1998. In addition, if a shareholder
intends to present a proposal at the 1999 Annual General Meeting other than
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, and if the
proposal is not received by the Company's Secretary by January 16, 1999, then
the proxies designated by the Board of Directors of the Company for the 1999
Annual General Meeting of Shareholders may vote in their discretion on any
such proposal any shares for which they have been appointed proxies without
mention of such matter in the Proxy Statement for such meeting or on the proxy
card for such meeting.
PROXY SOLICITATION
The Company will bear the cost of this solicitation of proxies. Proxies may
be solicited by mail, personal interview, telephone and telegraph by
directors, officers and employees of the Company and its subsidiaries without
receiving additional compensation. In addition to the foregoing, the Company
has retained Georgeson & Company Inc. to assist in the solicitation of proxies
for a fee of approximately US $8,000, plus reasonable out-of-pocket expenses
and disbursements of that firm. Upon request, the Company will also reimburse
brokers and others holding stock in their names, or in the names of nominees,
for forwarding proxy materials to their principals.
As ordered,
Brian M. O'Hara
President and Chief Executive
Officer
4
<PAGE>
PROXY
EXEL LIMITED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
for the General Meeting of Shareholders to be held on February 1, 1999
The undersigned Shareholder of EXEL Limited hereby appoints Brian M. O'Hara
or, failing him, Paul S. Giordano, to be its proxy and to vote for the under-
signed on all matters arising at the General Meeting of Shareholders of EXEL
LIMITED to be held on February 1, 1999 or any adjournment thereof and to rep-
resent the undersigned at the General Meeting of Shareholders.
THE SHARES REPRESENTED HEREBY WILL BE VOTED WITH THE INSTRUCTIONS CONTAINED
HEREIN AND IN THE DISCRETION OF THE PROXY HOLDERS WITH RESPECT TO ANY OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE GENERAL MEETING OR ANY ADJOURNMENT
THEREOF. IF NO INSTRUCTION IS GIVEN, THE SHARES WILL BE VOTED "FOR" ITEM (1)
ON THE REVERSE HEREOF, SUCH ITEM BEING FULLY DESCRIBED IN THE NOTICE OF SUCH
MEETING AND THE ACCOMPANYING PROXY STATEMENT, RECEIPT OF WHICH ARE ACKNOWL-
EDGED. THE UNDERSIGNED RATIFIES AND CONFIRMS ALL THAT SAID PROXIES OR THEIR
SUBSTITUTES MAY LAWFULLY DO BY VIRTUE HEREOF.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.
(IMPORTANT: TO BE SIGNED AND DATED ON THE REVERSE SIDE)
Please mark your
vote as indicated X
in this example
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER AND IN THE DISCRETION OF THE PROXY HOLDERS WITH
RESPECT TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE GENERAL MEETING
OR ANY ADJOURNMENTS THEREOF. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1 AND IN THE DISCRETION OF THE PROXY HOLDERS WITH RESPECT TO ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE GENERAL MEETING OR ANY
ADJOURNMENTS THEREOF.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.
1. To approve the special resolution to change the Company's name to "XL
Capital Ltd"
For Against Abstain
--- ------- -------
- --
(Name of Shareholder)
DATE: ____________________________, 1999
________________________________________
________________________________________
(SIGNATURE(S)
IMPORTANT: Please sign exactly as your name(s)
appear(s) hereon. If you are acting as attorney-in-
fact, corporate officer, or in a fiduciary
capacity, please indicate the capacity in which you
are signing.
