As filed with the Securities and Exchange Commission on August 24, 1998
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
EXEL LIMITED
(Exact name of registrant as specified in its charter)
Cayman Islands 98-0191089
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Cumberland House
1 Victoria Street
Hamilton HM 11, Bermuda
(Address of Principal Executive Offices)
-------------------
EXEL LIMITED 1991 PERFORMANCE INCENTIVE PLAN
EXEL LIMITED DIRECTORS STOCK & OPTION PLAN
EXEL LIMITED STOCK PLAN FOR NONEMPLOYEE DIRECTORS
MID OCEAN LIMITED 1993 LONG TERM INCENTIVE AND SHARE AWARD PLAN
MID OCEAN LIMITED STOCK & DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
(Full title of the plans)
-------------------
Paul S. Giordano, Esq.
Senior Vice President
and General Counsel
EXEL Limited
c/o CT Corporation System
1633 Broadway
New York, New York 10019
(Name and address of agent for service)
(212) 246-5070
(Telephone number, including area code, of agent for service)
-------------------
Copy to:
Immanuel Kohn, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, NY 10005-1702
-------------------
<PAGE>
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee (2)
Share (2) Price (2)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A
Ordinary Shares,
par value $.01 per 7,500,000 shares $75.19 $563,925,000 $166,358
share
==========================================================================================================================
</TABLE>
(1) Subject to adjustment to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee. Pursuant
to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended,
the registration fee has been calculated based on the average of the high
and low sale prices reported for the Class A Ordinary Shares of EXEL
Limited on August 21, 1998, which was $75.19 per share, as reported on the
New York Stock Exchange.
===============================================================================
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains two parts. The first part contains a
reoffer Prospectus prepared in accordance with the requirements of Part I of
Form S-3 (in accordance with Section C of the General Instructions to Form S-8)
which covers reoffers and resales by certain shareholders of the Registrant of
Ordinary Shares of EXEL Limited (the "Company") issued to employees, including
non-employee directors, pursuant to the EXEL Limited 1991 Performance Incentive
Plan, EXEL Limited Directors Stock & Option Plan, EXEL Limited Stock Plan For
Nonemployee Directors, Mid Ocean Limited 1993 Long Term Incentive And Share
Award Plan and Mid Ocean Limited Stock & Deferred Compensation Plan For
Nonemployee Directors (collectively, the "Plans").
The second part contains "Information Required in the Registration
Statement" pursuant to Part II of Form S-8. Pursuant to the Note to Part I of
Form S-8, the Plan Information specified by Part I is not filed with the
Securities and Exchange Commission (the "Commission"), but documents containing
such information has been sent or given to employees and directors as specified
by Rule 428(b)(1). Such document(s) are not being filed with the Commission but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended (the "Securities Act"). This reoffer Prospectus may be utilized for
reofferings of the Company's Ordinary Shares acquired by certain Selling
Shareholders through participation in the Plans.
<PAGE>
2,945,249 Shares
EXEL LIMITED
Ordinary Shares
(par value $0.01 per share)
---------------
This Prospectus relates to the offer and sale of up to an aggregate of
2,945,249 shares (the "Shares") of Class A Ordinary Shares, par value $0.01 per
share (the "Ordinary Shares"), of EXEL Limited ("EXEL" or the "Company"), which
may be offered for sale from time to time by certain shareholders listed under
the heading "Selling Shareholders" herein (the "Selling Shareholders") for their
own benefit. The Shares represent Ordinary Shares which are or may become
issuable upon awards previously granted or which may be granted in the future by
the Company to certain Selling Shareholders under the EXEL Limited 1991
Performance Incentive Plan, EXEL Limited Directors Stock & Option Plan, EXEL
Limited Stock Plan For Nonemployee Directors, Mid Ocean Limited 1993 Long Term
Incentive And Share Award Plan and Mid Ocean Limited Stock & Deferred
Compensation Plan For Nonemployee Directors (collectively, the "Plans"). The
Company will not receive any of the proceeds from the sale by the Selling
Shareholders of Shares made hereunder. Unless the context otherwise requires,
the term "Company" when used herein refers to EXEL Limited and its predecessors
and subsidiaries.
The Ordinary Shares offered hereby may be offered for sale by the Selling
Shareholders from time to time on the New York Stock Exchange, or otherwise, at
market prices prevailing at the time of sale or at negotiated prices. All costs,
expenses and fees incurred in connection with the registration of the Shares are
being borne by the Company, but all selling and other expenses (including
brokers' commissions, concessions or discounts) incurred by the Selling
Shareholders will be paid by the Selling Shareholders. See "Plan of
Distribution."
The Selling Shareholders and brokers through whom sales of the Shares are
made may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Securities Act of 1933, as amended (the "Securities Act"). In addition, any
profits realized by the Selling Shareholders or such brokers on the sale of the
Shares may be deemed to be underwriting commissions under the Securities Act.
The Ordinary Shares are traded on the New York Stock Exchange (the "NYSE")
under the symbol "XL." The last reported sales price of the Ordinary Shares as
reported by the NYSE Composite Tape on August 21, 1998 was $74 5/16 per share.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
--------------
The date of this Prospectus is August 24, 1998.
<PAGE>
FOR NORTH CAROLINA RESIDENTS: THE COMMISSIONER OF INSURANCE OF THE STATE OF
NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING NOR HAS
THE COMISSIONER PASSED UPON THE ACCURACY OF THIS PROSPECTUS
AVAILABLE INFORMATION
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or the Selling Stockholders. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any securities other than
the securities offered hereby or any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof.
EXEL is subject to certain informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files certain reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and copies of such materials can be obtained by mail from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. The public may obtain information
on the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission maintains an Internet world wide web site that
contains reports, proxy and information statements and other information
regarding issuers, like EXEL, who file electronically with the Commission. The
address of that site is http://www.sec.gov. In addition, copies of such
materials are available for inspection and reproduction at the public reference
facilities of the Commission at its New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048; and at its Chicago Regional
Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Reports, proxy statements and other information concerning EXEL also
may be inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005.
This Prospectus constitutes a part of a Registration Statement on Form S-8
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Ordinary Shares, reference is
hereby made to the Registration Statement. Additional information with respect
to the Company may be provided in the future by means of appendices or
supplements to this Prospectus.
The Company is a Cayman Islands corporation and certain of its officers and
directors are residents of various jurisdictions outside the United States. All
or a substantial portion of the assets of such officers and directors and the
Company, at any one time, are or may be located in jurisdictions outside the
United States. Therefore, it ordinarily could be difficult for investors to
effect service of process within the United States on any of these parties who
reside outside the United States or to recover against them on judgments of
United States courts predicated upon civil liability under the United States
federal securities laws. Notwithstanding the foregoing, the Company has
irrevocably agreed that it may be served with process with respect to actions
based on offers and sales of Shares made hereby in the United States by serving
CT Corporation System, 1633 Broadway, New York, New York 10019, its United
States agent appointed for that purpose. The Company has been advised by Hunter
& Hunter, its Cayman Islands counsel, that there is doubt as to
<PAGE>
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whether the courts of the Cayman Islands would enforce (i) judgments of United
States courts obtained in actions against such persons or the Company predicated
upon the civil liability provisions of the United States federal securities laws
and
(ii) original actions brought in the Cayman Islands against such persons or
the Company predicated solely upon United States federal securities laws. There
is no treaty in effect between the United States and the Cayman Islands
providing for such enforcement, and there are grounds upon which Cayman Islands
courts may not enforce judgments of United States courts. Certain remedies
available under the United States federal securities laws would not be allowed
in Cayman Islands courts as contrary to that nation's public policy.
THE COMPANY
EXEL is the successor in interest to, and represents the combination
effected August 7, 1998 of, Old EXEL and Mid Ocean in the schemes of arrangement
(the "Arrangements") between each of EXEL Limited ("Old EXEL") and Mid Ocean
Limited ("Mid Ocean") and their respective shareholders. As used herein, EXEL,
unless the context otherwise requires, refers to EXEL, its predecessors and its
subsidiaries. Each of Old EXEL and Mid Ocean are wholly owned subsidiaries of
EXEL. EXEL, through its operating subsidiaries including X.L. Insurance Company,
Ltd. and X.L. Mid Ocean Reinsurance Company, Ltd. and others, provides, on a
world-wide basis, excess liability insurance coverage to industrial, commercial
and other enterprises, directors and officers of such enterprises and
professional firms and high excess property and other coverages, and is also a
leading provider of reinsurance on a global basis. Its executive offices are
located at Cumberland House, 1 Victoria Street, Hamilton HM11, Bermuda and its
telephone number is (441) 292-8515.
DESCRIPTION OF SECURITIES
The description of the Company's Ordinary Shares to be offered pursuant to
this Registration Statement have been incorporated by reference into this
Registration Statement. See "Incorporation of Documents by Reference".
PLAN OF DISTRIBUTION
The Selling Shareholders may sell registered shares of Ordinary Shares in
any of the following ways: (i) through dealers; (ii) through agents; or (iii)
directly to one or more purchasers. The distribution of the Shares may be
effected from time to time in one or more transactions (which may involve
crosses or block transactions) (A) on the New York Stock Exchange (or on such
other national stock exchanges on which the Ordinary Shares may be traded from
time to time) in transactions pursuant to and in accordance with the rules of
such exchanges, (B) in the over-the-counter market, or (C) in transactions other
than on such exchanges or in the over-the-counter market, or a combination of
such transactions. Any such transaction may be effected at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices. The Selling Shareholders may
effect such transactions by selling Shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders and/or commissions from
purchasers of Shares for whom they may act as agent. The Selling Shareholders
and any broker-dealers or agents that participate in the distribution of Shares
by them might be deemed to be underwriters, and any discounts, commissions or
concessions received by any such broker-dealers or agents might be deemed to be
underwriting discounts and commissions, under the Securities Act. Affiliates of
one or more Selling Shareholders may act as principal or agent in connection
with the offer or sale of Shares by the Selling Shareholders.
<PAGE>
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SELLING SHAREHOLDERS
The following table sets forth the name of each Selling Shareholder as of
July 31, 1998, his position with the Company, the number of Ordinary Shares
beneficially owned by each Selling Shareholder as of July 31, 1998, the number
of Ordinary Shares eligible to be sold by such Selling Shareholder pursuant to
this Registration Statement and the number of Ordinary Shares to be owned by
such Selling Shareholder after the offering. Selling Shareholders may in the
future receive additional Shares under the Plans and may sell such Shares. No
Selling Shareholder owns more than 1% of the total shares outstanding, after
giving effect to the sale of the Shares offered hereby.
<TABLE>
<CAPTION>
Position with Number of Shares Number of Shares Number of Shares to be
Name of Owner Company Owned (1) Eligible to be Sold (2) held after Offerings (3)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mark E. Brockbank Executive Vice President 550,097 33,548 516,549
Michael A. Butt Director 356,292 347,098 9,193
Robert Clements Director 52,664 18,363 34,301
K. Bruce Connell Executive Vice
President 114,800 169,800 0
Robert J. Cooney Executive Vice
President 307,545 401,000 6,550
Sir Brian Corby Director 6,070 6,070 0
Michael P. Esposito, Jr. Chairman and
Director 165,020 193,850 8,920
Robert R. Glauber Director 19,616 10,755 8,861
Gilbert Gould Director 16,558 16,158 400
Robert V. Hatcher, Jr. Director 10,033 10,033 0
Ian R. Heap Director 18,000 14,000 4,000
Paul Jeanbart Director 7,602 7,602 0
Henry Keeling Executive Vice President 147,607 204,462 6,129
John Loudon Director 16,620 16,620 0
Robert R. Lusardi Executive Vice
President and Chief
Financial Officer 23,000 123,000 0
Robert J. Newhouse, Jr. Director 276,176 276,176 0
Brian M. O'Hara President, Chief
Executive Officer
and Director 699,361 985,186 82,680
Robert S. Parker Director 17,702 17,702 0
Cyril Rance Director 20,584 17,584 3,000
Alan Z. Senter Director 17,327 17,327 0
John T. Thornton Director 24,815 21,815 3,000
Ellen E. Thrower Director 14,113 14,113 0
John Weiser Director 45,986 22,986 23,000
---------- ---------- -------
Total 2,927,588 2,945,249 706,583
- ----------
</TABLE>
(1) Includes shares of restricted stock held by each Selling Shareholder which
have not vested but over which the Selling Shareholder exercises voting
rights and also includes shares issuable in respect of share units granted
to directors under the EXEL Limited Directors Stock Option Plan and the
EXEL Limited Stock Plan for Nonemployee Directors.
(2) Shares Eligible to be Sold are Ordinary Shares issued or issuable pursuant
to awards granted under the Plan as of July 31, 1998.
(3) Assumes the sale of all Shares eligible to be sold.
<PAGE>
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which are on file with the Commission, are
incorporated in this Prospectus by reference and made a part hereof:
(i) Joint Proxy Statement of Old EXEL and Mid Ocean dated July 2, 1998;
(ii) Annual Report on Form 10-K of Old EXEL for the year ended November 30,
1997, filed February 25, 1998 and amended by its Form 10-K/A filed
June 26, 1998 (File No. 1-10804);
(iii) Quarterly Reports on Form 10-Q of Old EXEL for the quarter ended
February 28, 1998, filed April 14, 1998 and amended by its Form 10-Q/A
filed April 21, 1998, and for the quarter ended May 31, 1998, filed
July 15, 1998 (File No. 1-10804);
(iv) Current Reports on Form 8-K of Old EXEL filed March 17, 1998, May 5,
1998, August 3, 1998 and August 7, 1998 (File No. 1-10804);
(v) Annual Report on Form 10-K of Mid Ocean for the year ended October 31,
1997, filed January 28, 1998 and amended by its Form 10-K/A filed June
26, 1998 (File No. 1-14336);
(vi) Quarterly Reports on Form 10-Q of Mid Ocean for the quarter ended
January 31, 1998, filed March 17, 1998, and for the quarter ended
April 30, 1998, filed June 12, 1998 and amended by its Form 10-Q/A
filed June 26, 1998 (File No. 1-14336);
(vii) Current Reports on Form 8-K of Mid Ocean filed March 25, 1998, May
14, 1998 and August 3, 1998 (File No. 1-14336).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made hereby shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the respective
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for all purposes to the extent that a statement
contained in this Prospectus or any other subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
such statements so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Written or telephone requests
should be directed to EXEL Limited, Cumberland House, 1 Victoria Street,
Hamilton HM 11, Bermuda, Attention: Mr. Paul S. Giordano, Senior Vice President
and General Counsel, (441) 292-8515.
CERTAIN LEGAL MATTERS
Certain legal matters with respect to Cayman Islands law and with respect
to the validity of the Ordinary Shares will be passed upon for the Company by
Hunter & Hunter, Cayman Islands, British West Indies.
<PAGE>
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EXPERTS
The consolidated balance sheets as of November 30, 1997 and 1996 and the
consolidated statements of income, retained earnings and cash flows for each of
the three years in the period ended November 30, 1997, as well as the related
supplemental schedules, of Old EXEL incorporated by reference in this Prospectus
have been incorporated herein in reliance on the report of
PricewaterhouseCoopers, independent accountants, given on the authority of said
firm as experts in accounting and auditing.
The consolidated financial statements and related supplemental schedules of
Mid Ocean incorporated in this Prospectus by reference to the Mid Ocean Annual
Report on Form 10-K (as amended by Form 10-K/A filed June 26, 1998) for the year
ended October 31, 1997, have been so incorporated in reliance on the report of
KPMG Peat Marwick, independent accountants, given on the authority of said firm
as experts in accounting and auditing.
<PAGE>
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PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Commission, are
incorporated in this Prospectus by reference and made a part hereof:
(i) Joint Proxy Statement of Old EXEL and Mid Ocean dated July 2, 1998;
(ii) Annual Report on Form 10-K of Old EXEL for the year ended November 30,
1997, filed February 25, 1998 and amended by its Form 10-K/A filed
June 26, 1998 (File No. 1-10804);
(iii) Quarterly Reports on Form 10-Q of Old EXEL for the quarter ended
February 28, 1998, filed April 14, 1998 and amended by its Form 10-Q/A
filed April 21, 1998, and for the quarter ended May 31, 1998, filed
July 15, 1998 (File No. 1-10804);
(iv) Current Reports on Form 8-K of Old EXEL filed March 17, 1998, May 5,
1998, August 3, 1998 and August 7, 1998 (File No. 1-10804);
(v) Annual Report on Form10-K of Mid Ocean for the year ended October 31,
1997, filed January 28, 1998 and amended by its Form10-K/A filed June
26, 1998 (File No. 1-14336);
(vi) Quarterly Reports on Form10-Q of Mid Ocean for the quarter ended
January 31, 1998, filed March 17, 1998, and for the quarter ended
April 30, 1998, filed June 12, 1998 and amended by its Form 10-Q/A
filed June 26, 1998 (File No. 1-14336);
(vii) Current Reports on Form 8-K of Mid Ocean filed March 25, 1998, May
14, 1998 and August 3, 1998 (File No. 1-14336).
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE>
-7-
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 109 of the Company's Articles of Association, incorporated by
reference to Exhibit G to the Joint Proxy Statement, contains provisions with
respect to indemnification of the directors and officers of the Company. The
general effect of these provisions is to provide for the indemnity by the
Company of an officer, director, employee or agent of the Company for
threatened, pending or completed actions, suits or proceedings (other than an
action by or in the right of the Company) brought against such indemnified
person by reason of the fact that such person was an officer, director, employee
or agent of the Company, if such indemnified person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.
The Articles of Association also provide for the indemnification of such
person against expenses actually and reasonably incurred in connection with
suits brought by or in the right of the Company by reason of the fact that such
indemnified person is an officer, director, employee or agent of the Company if
such indemnified person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the Company; provided
that no such indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for willful
neglect or default in the performance of his duty to the Company unless and only
to the extent that the Grand Court of the Cayman Islands or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Grand Court or other such court shall deem proper.
To the extent that such indemnified person shall be successful on the
merits or otherwise in defense of any such action, suit or proceeding, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Directors and officers of the Company are also provided with
indemnification against certain liabilities pursuant to a directors and officers
liability insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Exemption from registration is claimed under Section 4(2) of the Securities
Act for the grants of Ordinary Shares, reserved as deferred compensation under
the EXEL Limited Stock Plan for Nonemployee Directors, to certain directors.
<PAGE>
-8-
ITEM 8. EXHIBITS.
Exhibit
Number Exhibit
4(a) Memorandum of Association of the Registrant
(incorporated by reference to Annex G to the Joint
Proxy Statement).
4(b) Articles of Association (incorporated by reference
to Annex G to the Joint Proxy Statement).
5 Opinion of Hunter & Hunter
23(a) Consent of PricewaterhouseCoopers.
23(b) Consent of KPMG Peat Marwick.
23(c) Consent of Hunter & Hunter (included in Exhibit 5).
24 Powers of Attorney.
99(a) Appointment of CT Corporation System as U.S. Agent for Service
of Process (incorporated by reference to the Company's Form F-N
filed with the Commission on August 24, 1998).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
<PAGE>
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hamilton and Country of Bermuda, on August 19, 1998.
EXEL LIMITED
By: /s/ Brian M. O'Hara
-------------------------------------
Name: Brian M. O'Hara
Title: President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Brian M. O'Hara * President, Chief Executive Officer and Director August 19, 1998
- --------------------------------- (Principal Executive Officer)
Name: Brian M. O'Hara
/s/ Robert R. Lusardi * Executive Vice President and Chief Financial August 19, 1998
- --------------------------------- Officer (Principal Financial Officer and
Name: Robert R. Lusardi Principal Accounting Officer)
/s/ Michael P. Esposito, Jr. * Chairman and Director August 13, 1998
- ---------------------------------
Name: Michael P. Esposito, Jr.
/s/ Michael A. Butt * Director August 19, 1998
- ---------------------------------
Name: Michael A. Butt
Director August , 1998
- ---------------------------------
Name: Robert Clements
/s/ Sir Brian Corby * Director August 19, 1998
- ---------------------------------
Name: Sir Brian Corby
/s/ Robert R. Glauber * Director August 18, 1998
- ---------------------------------
Name: Robert R. Glauber
- --------------------------------- Director August , 1998
Name: Gilbert Gould
<PAGE>
-11-
/s/ Robert V. Hatcher, Jr. Director August 19, 1998
- ---------------------------------
Name: Robert V. Hatcher, Jr.
Director August , 1998
- ---------------------------------
Name: Ian R. Heap
/s/ Paul Jeanbart * Director August 17, 1998
- ---------------------------------
Name: Paul Jeanbart
/s/ John Loudon * Director August 19, 1998
- ---------------------------------
Name: John Loudon
- --------------------------------- Director August , 1998
Name: Robert J. Newhouse, Jr.
- --------------------------------- Director August , 1998
Name: Robert S. Parker
/s/ Cyril Rance * Director August 19, 1998
- ---------------------------------
Name: Cyril Rance
/s/ Alan Z. Senter * Director August 16, 1998
- ---------------------------------
Name: Alan Z. Senter
- --------------------------------- Director August , 1998
Name: John T. Thornton
/s/ Ellen E. Thrower * Director August 19, 1998
- ---------------------------------
Name: Ellen E. Thrower
/s/ John Weiser * Director August 16, 1998
- ---------------------------------
Name: John Weiser
/s/ Paul S. Giordano Senior Vice President and General Counsel August 7, 1998
- ---------------------------------
Name: Paul S. Giordano
</TABLE>
*By: /s/ Paul S. Giordano
--------------------
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
4(a) Memorandum of Association of the Registrant
(incorporated by reference to Annex G to the Joint
Proxy Statement).
4(b) Articles of Association (incorporated by reference
to Annex G to the Joint Proxy Statement).
5 Opinion of Hunter & Hunter.
23(a) Consent of PricewaterhouseCoopers.
23(b) Consent of KPMG Peat Marwick.
23(c) Consent of Hunter & Hunter (included in Exhibit 5).
24 Powers of Attorney.
99(a) Appointment of CT Corporation System as U.S. Agent
for Service of Process (incorporated by reference
to the Company's Form F-N filed with the Commission
on August 24, 1998).
Exhibit 5
HUNTER & HUNTER
The Huntlaw Building
P.O. Box 190 GT
Grand Cayman
Cayman Islands
24 August, 1998
TO: Exel Limited
Cumberland House
One Victoria Street
P.O. Box HM 2245
Hamilton HM JX
Bermuda
Dear Sirs:
Exel Limited (formerly Exel Merger Company Ltd.) (the "Company") - Form S-8
Registration Statement
You have asked us to render this opinion in our capacity as your counsel as to
Cayman Islands law in connection with the registration pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as Amended (the "Act") of the Company's Class A ordinary
shares, par value US$0.01 per share (the "Ordinary Shares") to be issued
pursuant to the Company's 1991 Performance Incentive Plan, the Company's
Director's Stock & Option Plan, the Company's Stock Plan for Non-Employee
Directors, the Mid Ocean Limited 1993 Long Term Incentive and Share Award Plan
and the Mid Ocean Limited Stock & Deferred Compensation Plan for Non-Employee
Directors (together, the "Plans") as ratified and adopted by the board of
directors of the Company on 6th August, 1998 in connection with the schemes of
arrangement among the Company, EXEL Holdings Limited (formerly EXEL Limited) and
Mid Ocean Limited pursuant to section 85 of the Companies Law of the Cayman
Islands.
We have reviewed the Company's Memorandum and Articles of Association as issued
by or filed with the Registrar of Companies prior to the date hereof. We have
assumed without independent verification the genuiness of all signatures,
authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us by telefax or as
copies or conformed copies. We have relied upon the accuracy of a certificate of
an officer of the Company dated 7th August, 1998 in giving this opinion further
verification.
We assume that all subscription monies due in respect of shares issued by the
Company have been or will be duly received by the Company. We further assume
that all Ordinary Shares to be issued in accordance with the Plans have been
reserved for issuance and that there are no intervening changes
<PAGE>
in the Plans, the Company's Memorandum and Articles of Association, the laws of
the Cayman Islands or any other relevant matter.
On the basis of the foregoing, we would advise as follows:
1. The Company's authorised capital is US$9,990,000 divided into 999,990,000
Ordinary Shares of a par value of US$0.01 each.
2. The Company has sufficient authorised share capital to issue the Ordinary
Shares and the issue thereof is within the power of the Company's Board of
Directors. The Ordinary Shares to be issued in accordance with the Plans
have been duly authorised and when issued and registered in the Company's
Register of Members in accordance with the provisions of the relevant Plans
will be legally and validly issued.
3. On the basis that the contractual subscription price (being not less than
the par value) of the Ordinary Shares is fully paid in cash or satisfied by
other consideration approved by the Board of Directors of the Company or a
duly established Committee thereof, such Ordinary Shares issued or to be
issued may properly be credited as fully paid under Cayman Islands Law.
4. Fully paid shares are not subject to further calls or assessments by the
Company in respect of such shares.
5. The Company has been incorporated as an exempted company under the
Companies Law of the Cayman Islands and under the Memorandum of Association
of the Company, the liability of its shareholders is limited to the amount,
if any, unpaid on their shares. On the basis that all such shares are fully
paid, there is no rule of Cayman Islands law that would impose any further
liability on person holding shares in the Company solely by reason of such
shareholding.
We are practising in the Cayman Islands and we do not purport to be experts on
the laws of any other jurisdiction and we have made no investigation of, or
express any opinion as to the laws of any jurisdiction other than the Cayman
Islands. This opinion is based upon the laws of the Cayman Islands in effect at
the date hereof and is given only as to the circumstances existing on the date
hereof and known to us.
This opinion is intended solely for your benefit and may not be relied upon by
any person although we hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name under the
heading "Certain Legal Matters."
Yours faithfully,
HUNTER & HUNTER
per:/s/ G.K. Joblin
-----------------------
G.K. Joblin
Exhibit 23(a)
August 24, 1998
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
of EXEL Limited on Form S-8 of our report dated January 11, 1998 on our audits
of the financial statements and financial statement schedules of EXEL Limited,
as of November 30, 1997 and 1996 and for the years ended November 30, 1997, 1996
and 1995, which report is included in its Annual Report on Form 10-K for the
year ended November 30, 1997 (as amended by the Form 10K/A filed June 26, 1998),
filed with the Securities and Exchange Commission. We also consent to the
reference to our firm under the caption "EXPERTS".
/s/ PRICEWATERHOUSECOOPERS
Hamilton, Bermuda
Exhibit 23(b)
The Board of Directors
Mid Ocean Limited
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statement
on Form S-8 of EXEL Limited of our report dated November 21, 1997, relating to
the consolidated balance sheets of Mid Ocean Limited and subsidiaries as of
October 31, 1997 and 1996, and the related consolidated statements of earnings,
retained earnings, and cash flows for each of the years in the three year period
ended October 31, 1997 and all related schedules, which report appears in the
October 31, 1997 annual report on Form 10-K (as amended by Form 10-K/A filed
June 26, 1998) of Mid Ocean Limited, and to the reference to our firm under the
heading "EXPERTS".
/s/ KPMG PEAT MARWICK
Hamilton, Bermuda
August 7, 1998
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 19, 1998
/s/ Brian M. O'Hara
-----------------------------
Brian M. O'Hara
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 13, 1998
/s/ Michael P. Esposito, Jr.
----------------------------------
Michael P. Esposito, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 17, 1998
/s/ Robert R. Lusardi
------------------------------
Robert R. Lusardi
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 19, 1998
/s/ John Loudon
----------------------------
John Loudon
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 19, 1998
/s/ Cyril Rance
---------------------------------
Cyril Rance
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 16, 1998
/s/ Alan Z. Senter
-------------------------------
Alan Z. Senter
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 19, 1998
/s/ Ellen E. Thrower
----------------------------
Ellen E. Thrower
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 16, 1998
/s/ John Weiser
-----------------------------
John Weiser
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 19, 1998
/s/ Robert V. Hatcher, Jr.
--------------------------------
Robert V. Hatcher, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 19, 1998
/s/ Michael A. Butt
--------------------------
Michael A. Butt
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 19, 1998
/s/ Sir Brian Corby
----------------------------
Sir Brian Corby
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 18, 1998
/s/ Robert R. Glauber
---------------------------------
Robert R. Glauber
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-8 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 17, 1998
/s/ Paul Jeanbart
-----------------------------
Paul Jeanbart
