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:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] 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.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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EXEL Logo
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
January 26, 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,
Brian M. O'Hara
President and Chief Executive Officer
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PRELIMINARY PROXY STATEMENT
EXEL LIMITED
---------------
NOTICE OF GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 26, 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 January 26,
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>
PRELIMINARY PROXY STATEMENT
EXEL LIMITED
CUMBERLAND HOUSE, HAMILTON, BERMUDA
--------------------------------------
PROXY STATEMENT
FOR
THE GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 26, 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 January 26, 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 ______ 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.
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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 24, 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.
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.
PERCENTAGE
OF
NUMBER OF OUTSTANDING
NAME AND ADDRESS SHARES SHARES(1)
- ---------------- ------------ ------------
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
- -------------------
(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
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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.
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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 NUMBER OF
NAME CLASS A 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 2,112 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>
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(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 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 im-
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portant 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
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 3, 1999, then the proxies
designated
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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 $15,000, 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
<PAGE>
PRELIMINARY PROXY
PROXY -- EXEL LIMITED
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
undersigned on all matters arising at the General Meeting of Shareholders of
EXEL LIMITED to be held on January 26, 1999 or any adjournment thereof and to
represent the undersigned at such 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 ADJOURNMENTS
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 ACKNOWLEDGED.
THE UNDERSIGNED RATIFIES AND CONFIRMS ALL THAT SAID PROXIES OR THEIR SUBSTITUTES
MAY LAWFULLY DO BY VIRTUE HEREOF.
(Continued, and to be marked, dated and signed, on the other side)
Please mark your
votes 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.
FOR AGAINST ABSTAIN
1. To approve the special resolution to change the
Company's name to "XL Capital Ltd" ___ ___ ___
(Name of Shareholder)
Dated:
____________________________, 199__
By:_________________________
PLEASE SIGN, DATE AND PROMPTLY
RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
