SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 3, 1998
EXEL LIMITED
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands 1-10804 98-0058718
- ---------------------------- --------------- --------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Cumberland House, 1 Victoria Street, Hamilton, Bermuda HM 11
- -------------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(441) 292-8515
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
On August 3, 1998, EXEL Limited ("EXEL") and Mid Ocean Limited ("Mid
Ocean") issued the press release attached as Exhibit 99.1 announcing that
shareholders of EXEL and Mid Ocean approved the merger of EXEL and Mid Ocean at
separate shareholders' meetings held on August 3, 1998. In the same press
release, EXEL and Mid Ocean also announced that the cash election period in
connection with the merger expired on August 1, 1998, and that the cash portion
of the merger consideration was fully subscribed.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Description
- ------- ------------
99.1 Text of press release, dated August 3, 1998, issued by EXEL
Limited.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 3, 1998
EXEL LIMITED
By:/s/Paul S. Giordano
Paul S. Giordano
Secretary and General Counsel
4
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Text of press release, dated August 3, 1998, issued by EXEL
Limited.
5
Contacts: EXEL Limited Mid Ocean Limited
Gavin R. Arton John M. Wadson
(441)292-8515 (441)292-1358
SHAREHOLDERS APPROVE MERGER OF EXEL LIMITED
AND MID OCEAN LIMITED
HAMILTON, BERMUDA August 3, 1998 -- EXEL Limited (NYSE:XL) ("EXEL") and Mid
Ocean Limited (NYSE:MOC) ("Mid Ocean") announced that their shareholders voted
overwhelmingly in favor of the merger of the two companies at separate
shareholder meetings held today in Bermuda.
More than 80 percent of the outstanding shares of each company were voted in
favor of the merger which is subject to the approval of the Grand Court of the
Cayman Islands. The Grand Court is expected to hold a hearing on the merger on
Friday, August 7, 1998. It is expected that the transaction will close
immediately after receipt of Grand Court approval.
EXEL and Mid Ocean also announced that the cash election period expired on
August 1, 1998, and that the cash election portion of the merger consideration
was fully subscribed. Following consummation of the merger, EXEL shareholders
will receive an aggregate of $204 million in cash on a pro rata basis, and Mid
Ocean shareholders who elected cash will receive an aggregate of $96 million in
cash on a pro rata basis. The holders of approximately 3.5 million shares of
EXEL and approximately 4.9 million shares of Mid Ocean elected to receive cash
in lieu of shares under the terms of the cash election offer.
EXEL Limited, through X.L. Insurance Company, Ltd., X.L. Europe Insurance and
X.L. Global Reinsurance Company, Ltd. is a leading provider of general
liability, directors and officers liability,
<PAGE>
employment practices liability, political risk, X.L. Risk Solutions, excess
property insurance and reinsurance coverages and finanical products to
industrial, commercial and professional service firms, insurance companies and
other enterprises on a worldwide basis.
Mid Ocean Limited, through its wholly-owned subsidiaries, Mid Ocean Reinsurance
Company, Ltd. And the Brockbank Group plc, provides a broad range of reinsurance
and insurance products on a global basis.
This presentation may contain forward-looking statements. Actual results may
differ materially from those predicted in such forward-looking statements.
Additional information concerning factors that could cause actual results to
differ from those in such forward-looking statements is contained in EXEL
Limited's Annual Report on Form 10-K for the fiscal year ended November 30, 1998
and other documents on file with the Securities and Exchange Commission.
# # #
