EXEL LTD
8-K, 1998-08-19
SURETY INSURANCE
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                       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 17, 1998



                                  EXEL LIMITED
                 ----------------------------------------------

             (Exact Name of Registrant as Specified in its Charter)


       Cayman Islands                 1-10804              Application Pending
- ----------------------------       ------------            -------------------
(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 17, 1998, EXEL Limited ("EXEL") issued the press release
attached as Exhibit 99.1 announcing the final results of the cash election
portion of its recently completed merger.























                                       2
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits
                  --------

Exhibit           Description
- -------           -----------

99.1              Text of press release, dated August 17, 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 17, 1998

                                  EXEL LIMITED



                                  By:/s/Michael Siese
                                     Michael Siese
                                     Senior Vice President
















                                       4
<PAGE>
                                  EXHIBIT INDEX


Exhibit          Description
- -------          -----------

99.1             Text of press release, dated August 17, 1998, issued by EXEL 
                 Limited.





















                                       5




             EXEL LIMITED ANNOUNCES FINAL RESULTS OF CASH ELECTION

          HAMILTON, Bermuda, Aug. 17 -- EXEL Limited (NYSE:XL) ("New EXEL")
announced today the final results of the cash election portion of its recently
completed merger with Mid Ocean Limited ("Mid Ocean"). In the merger, former
EXEL Limited ("Old EXEL") shareholders and Mid Ocean shareholders were given the
opportunity to elect cash in lieu of shares of New EXEL in exchange for their
respective shares up to an aggregate of $204 million for Old EXEL shareholders
(on a pro rata basis) and an aggregate of $96 million for Mid Ocean shareholders
(on a pro rata basis).

          The cash election period expired on August 1, 1998, and the cash
election was fully subscribed by both Old EXEL shareholders and Mid Ocean
shareholders, resulting in proration ratios of 74.056% and 23.580%,
respectively. The cash was distributed to shareholders who had elected to
receive cash on August 14, 1998.

          Each Old EXEL share electing cash will receive approximately $60.16 in
cash and approximately 0.25944 share of New EXEL, and each Mid Ocean share
electing cash will receive approximately $19.57 in cash and approximately
0.78063 share of New EXEL. Each Old EXEL share not electing cash has been
exchanged for the right to receive 1.0 New EXEL share, and each Mid Ocean share
not electing cash has been exchanged for the right to receive 1.0215 New EXEL
shares.

          EXEL Limited, through its subsidiaries, is a leading provider of
insurance and reinsurance coverages and financial products to industrial,
commercial and professional service firms, insurance companies and other
enterprises on a worldwide basis.

          This presentation may contain forward-looking statements. Actual
results may differ materially from those projected in such forward-looking
statements. Addition 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, 1997 and other documents on file with the Securities and Exchange
Commission.

CONTACT:  Michael A. Siese of EXEL Limited, 441-292-8515


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