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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Mid Ocean Limited
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(Name of Issuer)
Class A Ordinary Shares (Par Value U.S. $0.20 Per Share)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
G6106110 0
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(CUSIP Number)
Paul S. Giordano
Senior Vice President, General Counsel and Secretary
EXEL Limited
Cumberland House, 1 Victoria Street
Hamilton, Bermuda HM 11
(441) 292-8515
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 16, 1998
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(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: / /.
<PAGE>
- -----------------------
CUSIP NO. G6106110 0
- -----------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EXEL Limited
- --------------------------------------------------------------------------------
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
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
/ /
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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Number of 7. SOLE VOTING POWER
Shares 9,676,367 Class A Ordinary Shares
----------------------------------------------------------------
Beneficially 8. SHARED VOTING POWER
Owned By -0-
----------------------------------------------------------------
Each 9. SOLE DISPOSITIVE POWER
Reporting 9,676,367 Class A Ordinary Shares
----------------------------------------------------------------
Person With 10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,676,367 Class A Ordinary Shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.82% of the Class A Ordinary Shares
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
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PAGE 2 OF 16 PAGES
<PAGE>
AMENDMENT NO. 3 TO
SCHEDULE 13D
RELATING TO THE CLASS A ORDINARY SHARES OF
MID OCEAN LIMITED
EXEL Limited ("EXEL" or the "Reporting Person") hereby files this
Amendment No. 3 ("Amendment No. 3") to the statement on Schedule 13D filed with
respect to the ordinary shares of common stock of Mid Ocean Limited, a
corporation organized under the laws of the Cayman Islands ("Mid Ocean" or the
"Issuer"). The ordinary shares of common stock of Mid Ocean consists of three
classes: Class A Ordinary Shares, par value $0.20 per share ("Class A Ordinary
Shares"), Class B Ordinary Shares, par value $0.20 per share ("Class B Ordinary
Shares"), and Class C Ordinary Shares, par value $0.20 per share ("Class C
Ordinary Shares," collectively the "Ordinary Shares"). EXEL most recently
amended this Schedule 13D with respect to the Class A Ordinary Shares by
Amendment No. 2 thereto dated June 14, 1994 (as amended, the "Schedule 13D").
Unless otherwise indicated, all capitalized terms not otherwise defined herein
shall have the same meanings as those set forth in the Schedule 13D.
This Amendment No. 3 is being filed to report that, as of March 16,
1998, the Reporting Person and the Issuer have entered into an Agreement and
Schemes of Arrangement (the "Agreement"), as described in Item 4 and attached as
an exhibit hereto in Item 7. The Reporting Person, New EXEL (as defined herein)
and JP Morgan Capital Corporation have entered into a Support Agreement (the
"Support Agreement"), dated as of March 16, 1998, as described in Item 6 and
attached as an exhibit in Item 7. On March 17, 1998, the Reporting Person filed
with the Commission a current report on Form 8-K related to the Agreement, the
Support Agreement, and the transactions contemplated thereby, which Form 8-K is
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and supplemented as follows:
The names, addresses, citizenship and principal occupation or
employment of the directors and executive officers of the Reporting Person are
set forth in Exhibit A, attached hereto, which is incorporated herein by
reference.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented as follows:
On March 16, 1998, the Reporting Person and the Issuer announced that
they had entered into the Agreement, pursuant to which, in accordance with
Cayman Islands law, (i) each ordinary share, par value $0.01, of the Reporting
Person would be transferred to a newly formed holding company incorporated in
the Cayman Islands to be renamed "EXEL Limited." ("New EXEL"), and in exchange
therefor the holder thereof would be issued one ordinary voting share of New
EXEL ("New EXEL Voting Share") per share so transferred, (ii) each outstanding
Class A Ordinary Share of the Issuer would be transferred to New EXEL and in
exchange therefor the holder thereof would be issued 1.0215 New EXEL Voting
Shares per Class A Ordinary Share so transferred, and (iii) each outstanding
Class B Ordinary Share and Class C Ordinary Share would be transferred to New
EXEL and in exchange therefor the holder thereof would receive 1.0215 non-voting
common shares of New EXEL ("New EXEL Non-Voting Shares").
Following the consummation of the transactions contemplated by
the Agreement (collectively, the "Schemes of Arrangement"), the Board of
Directors of New EXEL will consist of the current Board of Directors of the
Reporting Person plus five members of the current Board of Directors of the
Issuer, including Robert J. Newhouse, Jr., Chairman of the Board of Issuer, and
Michael A. Butt, President and Chief Executive Officer of Issuer. Michael P.
Esposito and
PAGE 3 OF 16 PAGES
<PAGE>
Brian M. O'Hara, the current Chairman and the current President and Chief
Executive Officer, respectively, of Reporting Person, will be the Chairman and
the President and Chief Executive Officer, respectively, of New EXEL.
The Schemes of Arrangement are intended to constitute an exchange
under Section 351(a) of the Internal Revenue Code of 1986, as amended, and to be
accounted for as a purchase.
Consummation of the Schemes of Arrangement is subject to various
conditions, including: (i) approval of the Agreement and the Schemes of
Arrangement by the shareholders of each of EXEL and Mid Ocean pursuant to the
laws of the Cayman Islands; (ii) receipt of requisite regulatory and contractual
approvals, including from the Grand Court of the Cayman Islands and the
Corporation of Lloyd's; (iii) receipt by each of EXEL and Mid Ocean of an
opinion of counsel in reasonably satisfactory form as to the tax treatment of
certain aspects of the Schemes of Arrangement; (iv) the registration pursuant to
the Securities Act of 1933, as amended, of the New EXEL Shares to be issued in
the Schemes of Arrangement; (v) listing of the New EXEL Voting Shares on the New
York Stock Exchange, and (vi) satisfaction of certain other conditions.
The Agreement includes customary restrictions on the activities of the
Issuer prior to the consummation of the Schemes of Arrangement, including
customary provisions regarding the solicitation of alternative proposals by the
Issuer.
The articles of association of New EXEL will be amended and restated
in substantially the form of the existing articles of association of Reporting
Person, with additional provision for (i) the New EXEL Non-Voting Shares (which
shall have substantially the same terms as the Class C Ordinary Shares) for
which the Class B Ordinary Shares and Class C Ordinary Shares shall be exchanged
and (ii) the authorization of preferred shares by New EXEL, and (iii) certain
other matters as the Issuer and the Reporting Person may agree.
The description set forth above does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the texts of the
Agreement and the Support Agreement, which are attached in full as Exhibits 7.1
and 7.2 hereof and are incorporated in this Item 4 by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented as follows:
As of the date hereof, Reporting Person beneficially owns 9,676,367
Class A Ordinary Shares. Based upon the foregoing, Reporting Person beneficially
owns approximately 26.82% of the 36,080,267 Class A Ordinary Shares represented
by the Company to be outstanding as of March 10, 1998.
As described in Item 4, Reporting Person and Issuer have entered into
the Agreement. Upon the consummation of the Agreement and the transactions
contemplated thereby, Reporting Person and Parent will become subsidiaries of
New EXEL. The information set forth in Item 4 and the Agreement attached hereto
as Exhibit 7.1 are incorporated in this Item 5(a) by reference.
The Reporting Person is in the process of inquiring as to the
interests of its executive officers and directors in the securities of the
Issuer and will file an amendment to this Schedule 13D to reflect any additional
disclosures called for by this Item 5, if applicable.
PAGE 4 OF 16 PAGES
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is amended and supplemented as follows:
JP Morgan Capital Corporation, which owns all of the Class B Ordinary
Shares and Class C Ordinary Shares of Issuer, New EXEL and Reporting Person have
entered into the Support Agreement pursuant to which it has agreed, among other
things, to vote all of its shares in Issuer in favor of the Agreement and the
transactions contemplated thereby. The foregoing summary of the Support
Agreement does not purport to be complete and is subject to, and qualified in
its entirety by reference to, the text of the Support Agreement, which is filed
as Exhibit 7.2 hereto and is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by adding thereto the following:
The following is to be filed herewith as an Exhibit to this Amendment
No. 3:
(7.1) Agreement and Scheme of Arrangements, dated as of
March 16, 1998, by and among EXEL Limited, Exel
Merger Company Ltd., and Mid Ocean Limited
(incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by EXEL on March 17,
1998 (file No. 1-10804)).
(7.2) Support Agreement, dated as of March 16, 1998, by and
among EXEL Limited, Exel Merger Company Ltd., and JP
Morgan Capital Corporation (incorporated by reference
to Exhibit 2.2 to the Current Report on Form 8-K
filed by EXEL on March 17, 1998 (file No.
1-10804)).
PAGE 5 OF 16 PAGES
<PAGE>
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.
EXEL LIMITED
By: /S/ Paul S. Giordano
Date: March 18, 1998 Name: Paul S. Giordano
Title: Senior Vice President,
General Counsel and
Secretary
PAGE 6 OF 16 PAGES
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
(7.1) Agreement and Scheme of Arrangements, dated as of March
16, 1998, by and among EXEL Limited, Exel Merger
Company Ltd., and Mid Ocean Limited (incorporated by
reference to Exhibit 2.1 to the Current Report on Form
8-K filed by EXEL on March 17, 1998 (File No.
1-10804)).
(7.2) Support Agreement, dated as of March 16, 1998, by and
among EXEL Limited, Exel Merger Company Ltd., and JP
Morgan Capital Corporation (incorporated by reference
to Exhibit 2.2 to the Current Report on Form 8-K filed
by EXEL on March 17, 1998 (File No. 1-10804)).
PAGE 7 OF 16 PAGES
<PAGE>
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of EXEL Limited
NAME: Brian M. O'Hara
RESIDENCE OR EXEL Limited
BUSINESS ADDRESS: 1 Victoria Street
Hamilton, HM11, Bermuda
PRINCIPAL OCCUPATION:
(a) Name: EXEL Limited
(b) Address: 1 Victoria Street
(c) Title: Hamilton, HM11, Bermuda
President, Chief Executive
Officer, and Director of EXEL and
Chairman of X.L. Insurance Company
Ltd. ("X.L.") and X.L. Global
Reinsurance Company Ltd.("XLGR")
CITIZENSHIP: U.S.A.
NAME: Robert J. Cooney
RESIDENCE OR EXEL Limited
BUSINESS ADDRESS: 1 Victoria Street
Hamilton, HM11, Bermuda
PRINCIPAL OCCUPATION:
(a) Name: EXEL Limited
(b) Address: 1 Victoria Street
Hamilton,
(c) Title: HM11, Bermuda
President and Chief Operating
Officer of X.L.
CITIZENSHIP: U.S.A.
PAGE 8 OF 16 PAGES
<PAGE>
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of EXEL Limited
NAME: K. Bruce Connell
RESIDENCE OR EXEL Limited
BUSINESS ADDRESS: 1 Victoria Street
Hamilton, HM11, Bermuda
PRINCIPAL OCCUPATION:
(a) Name: EXEL Limited
(b) Address: 1 Victoria Street
Hamilton,
(c) Title: HM11, Bermuda
President and Chief
Operating Officer of
XLGRe.
CITIZENSHIP:
U.S.A.
Robert R. Lusardi
NAME:
RESIDENCE OR EXEL Limited
BUSINESS ADDRESS: 1 Victoria Street
Hamilton, HM11, Bermuda
PRINCIPAL OCCUPATION:
(a) Name: EXEL Limited
(b) Address: 1 Victoria Street
Hamilton, HM11, Bermuda
(c) Title: Executive Vice President and
Chief Financial Officer
CITIZENSHIP: U.S.A
PAGE 9 OF 16 PAGES
<PAGE>
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of EXEL Limited
NAME: Christopher V. Greetham
RESIDENCE OR EXEL Limited
BUSINESS ADDRESS: 1 Victoria Street
Hamilton, HM11, Bermuda
PRINCIPAL OCCUPATION:
(a) Name: EXEL Limited
(b) Address: 1 Victoria Street
Hamilton, HM11, Bermuda
(c) Title: Senior Vice President and Chief
Investment Officer of EXEL
CITIZENSHIP: U.K.
NAME: Paul S. Giordano
RESIDENCE OR EXEL Limited
BUSINESS ADDRESS: 1 Victoria Street
Hamilton, HM11, Bermuda
PRINCIPAL OCCUPATION:
(a) Name: EXEL Limited
(b) Address: 1 Victoria Street
Hamilton, HM11, Bermuda
(c) Title: Senior Vice President, General
Counsel and Secretary of
EXEL, X.L. and XLGRe
CITIZENSHIP: U.S.A.
PAGE 10 OF 16 PAGES
<PAGE>
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of EXEL Limited
NAME: Ian R. Heap
RESIDENCE OR Nine Black Hawk Trail
BUSINESS ADDRESS: Savannah, GA 31411
PRINCIPAL OCCUPATION:
(a) Name: EXEL Limited
(b) Address: 1 Victoria Street
Hamilton, HM11, Bermuda
(c) Title:
CITIZENSHIP: U.S.A.
Robert Clements
NAME:
RESIDENCE OR Risk Capital Reinsurance
BUSINESS ADDRESS: 20 Horseneck Lane
Greenwich, CT 06830
PRINCIPAL OCCUPATION:
(a) Name: Risk Capital Reinsurance
(b) Address: 20 Horseneck Lane
Greenwich, CT 06830
(c) Title: Chairman
CITIZENSHIP: U.S.A.
PAGE 11 OF 16 PAGES
<PAGE>
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of EXEL Limited
NAME: Michael P. Esposito, Jr.
RESIDENCE OR Inter-Atlantic Securities
BUSINESS ADDRESS: Corporation
712 Fifth Avenue - 22nd Floor
New York, NY 10019
PRINCIPAL OCCUPATION:
(a) Name: Inter-Atlantic Securities
Corporation
(b) Address: 712 Fifth Avenue - 22nd Floor
New York, NY 10019
(c) Title: Partner
CITIZENSHIP: U.S.A.
NAME: Gilbert Gould
RESIDENCE OR Southern California Edison
BUSINESS ADDRESS: Company
2244 Walnut Grove Avenue
Rosemead, California 91770
PRINCIPAL OCCUPATION:
(a) Name: Southern California Edison
Company
(b) Address: 2244 Walnut Grove Avenue
Rosemead, California 91770
(c) Title: Manager of Financial Services
CITIZENSHIP: U.S.A.
PAGE 12 OF 16 PAGES
<PAGE>
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of EXEL Limited
NAME: Robert V. Hatcher, Jr.
RESIDENCE OR 8401 Patterson Avenue
BUSINESS ADDRESS: Suite 106
Richmond, VA 23229
PRINCIPAL OCCUPATION:
(a) Address: 8401 Patterson Avenue
Suite 106
Richmond, VA 23229
CITIZENSHIP: U.S.A.
NAME: John Loudon
RESIDENCE OR Caneminster Ltd.
BUSINESS ADDRESS: Suite B
Bristol House
67 Lower Sloane Street
London SW1W 8DD
England
PRINCIPAL OCCUPATION:
(a) Name: Caneminster Ltd.
(b) Address: Suite B
Bristol House
67 Lower Sloane Street
London SW1W 8DD
England
(c) Title: Chairman
CITIZENSHIP: Dutch
PAGE 13 OF 16 PAGES
<PAGE>
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of EXEL Limited
NAME: Robert S. Parker
RESIDENCE OR 5200 Watson Street, N.W.
BUSINESS ADDRESS: Washington, D.C. 20016
PRINCIPAL OCCUPATION:
(a) Address: 5200 Watson Street, N.W.
Washington, D.C. 20016
CITIZENSHIP: U.S.A.
NAME: Cyril E. Rance
RESIDENCE OR Suite 425
BUSINESS ADDRESS: 48 Par-La-Ville Road
Hamilton HM 11, Bermuda
PRINCIPAL OCCUPATION:
(a) Address: Suite 425
48 Par-La-Ville Road
Hamilton HM 11
Bermuda
CITIZENSHIP: Bermuda
PAGE 14 OF 16 PAGES
<PAGE>
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of EXEL Limited
NAME: Alan Z. Senter
RESIDENCE OR 2 West 67th Street
BUSINESS ADDRESS: Apartment 10B
New York, NY 10023
PRINCIPAL OCCUPATION:
(a) Address: 2 West 67th Street
Apartment 10B
New York, NY 10023
CITIZENSHIP: U.S.A.
NAME: John T. Thornton
RESIDENCE OR Norwest Corporation
BUSINESS ADDRESS: Norwest Center
Sixth and Marquette
Minneapolis, MN 55479
PRINCIPAL OCCUPATION:
(a) Name: Norwest Corporation
(b) Address: Norwest Center
Sixth and Marquette
Minneapolis, MN 55479
(c) Title: Executive Vice President and Chief
Financial Officer, Norwest
Corporation
CITIZENSHIP: U.S.A.
PAGE 15 OF 16 PAGES
<PAGE>
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of EXEL Limited
NAME: Ellen Thrower
RESIDENCE OR The College of Insurance
BUSINESS ADDRESS: 101 Murray Street
New York, NY 10007
PRINCIPAL OCCUPATION:
(a) Name: The College of Insurance
(b) Address: 101 Murray Street
New York, NY 10007
(c) Title: President
CITIZENSHIP U.S.A.
NAME: John W. Weiser
RESIDENCE OR Bechtel Group, Inc.
BUSINESS ADDRESS: P.O. Box 3965
San Francisco, California 94119
PRINCIPAL OCCUPATION:
(a) Name: Bechtel Group, Inc.
(b) Address: P.O. Box 3965
San Francisco California 94119
(c) Title: Senior Vice President and
Director.
CITIZENSHIP: U.S.A.
PAGE 16 OF 16 PAGES
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