SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 27, 1998
EXEL LIMITED
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(Exact Name of Registrant as Specified in its Charter)
Cayman Islands 1-10804 98-0058718
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(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
Cumberland House, 1 Victoria Street, Hamilton, Bermuda HM 11
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(Address of Principal Executive Offices) (Zip Code)
(441) 292-8515
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On July 27, 1998, EXEL Limited ("EXEL") issued the press release attached
as Exhibit 99.1 announcing the selection of Sir Brian Corby, Robert R. Glauber
and Paul Jeanbart, currently directors of Mid Ocean Limited ("Mid Ocean"), as
designees to be directors of Exel Merger Company Limited ("New EXEL") following
the effective time of the schemes of arrangement (the "Arrangements") pursuant
to which EXEL and Mid Ocean will become wholly owned subsidiaries of New EXEL.
On July 15, 1998, cash election forms and other customary transmittal
materials were mailed to shareholders of EXEL and shareholders of Mid Ocean who
are eligible to exchange their shares of EXEL and Mid Ocean, respectively, for
shares of New EXEL pursuant to the terms of the Arrangements.
Pursuant the terms of the Arrangements, holders of EXEL shares and Mid
Ocean shares who choose to receive cash in lieu of exchanging their EXEL shares
or Mid Ocean shares for New EXEL shares shall receive $81.23125 in cash in
respect of each New EXEL share they would have been entitled to receive (which
amount is equal to the average of the closing sales prices for an EXEL share on
the New York Stock Exchange during the ten consecutive trading days beginning
July 15, 1998 and ending July 28, 1998). The deadline for receipt of the cash
elections is 5:00 p.m. on August 1, 1998.
If the amount of cash that would be issued in the Arrangements in respect
of all the EXEL shares and Mid Ocean shares electing to receive cash is more
than $300 million, then $204 million of the cash shall initially be made
available to EXEL shareholders (on a pro rata basis) and $96 million of the cash
shall initially be made available to Mid Ocean shareholders (on a pro rata
basis). If the cash pool available to either group of shareholders is not fully
subscribed for within such group, then the excess cash shall be made available
to the other group of shareholders.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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Exhibit Description
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99.1 Text of press release, dated July 27, 1998, issued
by EXEL Limited.
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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: July 28, 1998
EXEL LIMITED
By:/s/Paul S. Giordano
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Paul S. Giordano
Secretary and General Counsel
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EXHIBIT INDEX
Exhibit Description
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99.1 Text of press release, dated July 27, 1998, issued
by EXEL Limited.
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EXEL Limited Appoints Three New Directors
HAMILTON, Bermuda, July 27 -- EXEL Limited (NYSE: XL) ("EXEL") announced
today that Sir Brian Corby, Robert R. Glauber and Paul Jeanbart, each of whom is
currently serving as a director of MID OCEAN Limited (NYSE: MOC) ("MID OCEAN"),
will be added to its Board of Directors following completion of the pending
merger of the two companies.
Messrs. Corby, Glauber and Jeanbart will join Robert J. Newhouse, 73, and
Michael A. Butt, 56, the Chairman, and President and Chief Executive Officer of
MID OCEAN, respectively, and the existing members of the EXEL Board of Directors
to comprise the Board of Directors of the new holding company, which will be
renamed EXEL Limited, that will be formed in connection with the proposed
merger. Shareholders of EXEL and MID OCEAN will vote on the merger at meetings
scheduled for August 3, 1998, in Hamilton, Bermuda, with closing expected to
occur on or around August 7, 1998.
"We welcome the addition of our colleagues from the MID OCEAN Board of
Directors," stated Michael P. Esposito, Jr., who will continue as Chairman of
the combined company following the merger. "Each of our new directors possesses
tremendous talent and experience that will serve our Board well as our Company
continues to look for opportunities to build value for our shareholders in a
most challenging environment," continued Mr. Esposito.
"The addition of Messrs Corby, Glauber and Jeanbart, together with Messrs.
Newhouse and Butt, provides the EXEL Board of Directors with additional
international expertise," stated Brian M. O'Hara, who will remain as President
and Chief Executive Officer of EXEL after the merger. "I look forward to working
closely with them, particularly at a time of significant worldwide growth for
our Company."
Sir Brian Corby, 69, served as Chairman of Prudential Corporation plc,
London, England, from 1990 to 1995, and was previously President and Chief
Executive Officer from 1982 to 1990. He has been a director of MID OCEAN since
1995 and is currently Chairman of The Brockbank Group plc, a wholly-owned
subsidiary of MID OCEAN, which upon completion of the EXEL-MID OCEAN merger will
become a wholly-owned subsidiary of EXEL. He has also served as the President of
the Confederation of British Industry, President of the Geneva Association and a
Director of the Bank of England.
Robert R. Glauber, 59, is a lecturer at the Center for Business and
Government of the John F. Kennedy School of Government at Harvard University and
was previously Under Secretary for Finance of the United States Department of
the Treasury from 1989 to 1992. From 1964 to 1989, Mr. Glauber served as a
faculty member of the Harvard Business School, specializing in corporate finance
and investment banking. In addition, Mr. Glauber has served as a consultant to
the Merger and Acquisitions Group of J.P. Morgan and Co Incorporated and as a
director of numerous Dreyfus investment funds. He has served as a Director of
MID OCEAN Limited since 1992.
Paul Jeanbart, 58, is Chief Executive Officer of the Rolaco Group, based
in Geneva, Switzerland, a position he has held for over 30 years. He also serves
as a Director of Rolaco Holdings S.A., Club Mediterranee S.A., Semiramis Hotel
Co., Nasco Insurance Group Limited, Sodexho Alliance France, Delta International
Bank Egypt and Orfevrerie Christofle. Mr. Jeanbart has been a Director of MID
OCEAN since 1994.
EXEL Limited, through its operating subsidiaries, is a leading provider of
general liability, directors and officers liability, employment practices
liability, political risk, X.L. Risk Solutions, excess property insurance and
reinsurance coverages and financial products to industrial, commercial and
professional service firms, insurance companies and other enterprises on a
worldwide basis. At May 31, 1998, EXEL had total assets of $6.7 billion,
shareholders' equity of $2.8 billion and market capitalization in excess of $6.5
billion.
This presentation may contain forward-looking statements. Actual results
may differ materially from those projected in such forward-looking statements.
Additional information concerning factors that could cause actual results to
materially 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.
Contact: Gavin R. Arton of EXEL Limited, 441-292-8515
