As filed with the Securities and Exchange Commission on June 24, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
XL CAPITAL LTD
(Exact name of Registrant as specified in its charter)
Cayman Islands 98-0058718
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
XL Capital Ltd
Cumberland House
One Victoria Street
P.O. Box HM 2245
Hamilton HMJX
Bermuda
(Address, including zip code, of Registrant's principal executive office)
XL CAPITAL CONVERTED 1989 OPTION PLAN
XL CAPITAL CONVERTED 1993 OPTION PLAN
XL CAPITAL CONVERTED 1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN
XL CAPITAL CONVERTED DIRECTORS' STOCK OPTION PLAN
XL CAPITAL CONVERTED EMPLOYEE STOCK PURCHASE PLAN
NAC RE CORP. EMPLOYEE SAVINGS PLAN
(Full title of the Plan)
Paul S. Giordano, Esq.
Senior Vice President, General Counsel and Secretary
XL Capital Ltd
c/o CT Corporation System
1633 Broadway
New York, New York 10019
(212) 246-5070
(Name, address, including zip code, and telephone number, including area
code, of Registrant's agent for service)
Copies to:
Lee Meyerson, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Aggregate Registration Fee
Per Share Offering Price
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 2,696,778(b) $58.66(c) $158,192,997.40(c) $43,977.65(c)
per share(a) . . . . . . . . .
</TABLE>
(a) Includes Preferred Share Purchase Rights which, prior to the occurrence
of certain events will not be exercisable or evidenced separately from
the Common Stock.
(b) Represents 628,001 shares of Common Stock issuable under the XL Capital
Converted 1989 Option Plan; 919,200 shares of Common Stock issuable under
the XL Capital Converted 1993 Option Plan; 589,398 shares of Common Stock
issuable under the XL Capital Converted 1997 Incentive and Capital
Accumulation Plan; 164,700 shares of Common Stock issuable under the XL
Capital Converted Directors' Stock Option Plan; 145,479 shares of Common
Stock Issuable under the XL Capital Converted Employee Stock Purchase
Plan; 250,000 shares of Common Stock issuable under the NAC Re Corp.
Employee Savings Plan.
(c) Pursuant to Rules 457(h)(1)under the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering
price and the amount of registration fee have been computed on the basis
of the average high and low price of the Common Stock reported on the
New York Stock Exchange on June 18, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by XL Capital Ltd (the "Company" or the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 (file no. 1-10804), as amended by the Company's
10-K/A filed on May 21, 1999.
(b) The Company's Current Report on Form 8-K (file no. 1-10804)
filed on April 30, 1999.
(c) The Company's Proxy Statement/Prospectus, included in the
Company's registration statement on Form S-4, as filed with the Commission on
April 26, 1999.
(d) The Company's Quarterly Report on Form 10-Q (file no. 1-10804)
filed on April 14, 1999.
(e) The description of the Company's capital stock contained in the
Company's Registration Statement on file under Section 12 of the Exchange Act,
including any amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date 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 purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not required.
Item 5. Interests of Named Experts and Counsel
Not required
Item 6. Indemnification of Directors and Officers
Article 109 of the Company's Articles of Association, incorporated by
reference to Annex 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
<PAGE>
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.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
4.1 Memorandum of Association of the Company, incorporated herein
by reference to Annex G to the Joint Proxy Statement of EXEL
Limited and Mid Ocean Limited dated July 2, 1998.
4.2 Articles of Association incorporated herein by reference to
Annex G to the Joint Proxy Statement of EXEL Limited and Mid
Ocean Limited dated July 2, 1998.
4.3 Rights Agreement, dated as of September 11, 1998, between the
Company and ChaseMellon Shareholder Services L.L.C., as Rights
Agent (incorporated herein by reference to the Company's Current
Report on Form 8-K dated October 21, 1998).
5 Opinion of Hunter & Hunter, Attorneys-at-Law.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Hunter & Hunter (included in Exhibit 5).
24 Power 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).
<PAGE>
Item 9. Undertakings
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 (the "Act");
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this 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 this
Registration Statement (except to the extent the information required to
be included by clauses (i) or (ii) is contained in periodic reports
filed by the Company pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference into this Registration Statement);
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
(2) That, for the purposes of determining any liability under the Act, 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.
(4) That, for purposes of determining any liability under the
Act, each filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d)of the Exchange Act that is incorporated by reference in this
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.
(5) Insofar as indemnification for liabilities arising under the Act 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 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>
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, Country of Bermuda, on
this 17th day of June, 1999.
XL CAPITAL LTD
(Registrant)
By: /s/Brian M. O'Hara
Name: Brian M. O'Hara
Title: President, Chief Executive Officer
& Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/Brian M. O'Hara
___________________
Brian M. O'Hara President, Chief Executive Officer and June 17, 1999
Director (Principal Executive Officer)
/s/Robert R. Lusardi
____________________
Robert R. Lusardi Executive Vice President and Chief June 17, 1999
Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
/s/Michael P. Esposito, Jr.
___________________________
Michael P. Esposito,
Jr. Director and Chairman of the Board of June 17, 1999
Directors
/s/Michael A. Butt
__________________
Michael A. Butt Director June 17, 1999
<PAGE>
/s/Robert Clements
__________________
Robert Clements Director June 17, 1999
__________________
Sir Brian Corby Director June , 1999
*Robert R. Glauber
_____________________
Robert R. Glauber Director June 17, 1999
*Robert V. Hatcher, Jr.
________________________
Robert V. Hatcher,
Jr. Director June 17, 1999
*Ian R. Heap
_________________
Ian R. Heap Director June 17, 1999
*Paul Jenabart
_________________
Paul Jeanbart Director June 17, 1999
*John Loudon
__________________
John Loudon Director June 17, 1999
*Robert J. Newhouse, Jr.
__________________________
Robert J. Newhouse,
Jr. Director June 17, 1999
*Robert S. Parker
_________________
Robert S. Parker Director June 17, 1999
<PAGE>
*Cyril Rance
_________________
Cyril Rance Director June 17, 1999
*Alan Z. Senter
_________________
Alan Z. Senter Director June 17, 1999
*John T. Thornton
_____________________
John T. Thornton Director June 17, 1999
*Ellen E. Thrower
____________________
Ellen E. Thrower Director June 17, 1999
*John Weiser
_________________
John Weiser Director June 17, 1999
/s/Paul S. Giordano
____________________
Paul S. Giordano Senior Vice President, General Counsel June 17, 1999
and Secretary
/s/Paul S. Giordano
By: ________________________
Paul S. Giordano
Attorney-in-Fact
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greenwich, State of
Connecticut , on the 18th day of June, 1999.
NAC RE CORP. EMPLOYEE SAVINGS PLAN
/s/ Celia R. Brown
By:_______________________________
Name: Celia R. Brown
Title: Senior Vice President and Manager
of Human Resources,
NAC Reinsurance Corp.
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
Number
4.1 Memorandum of Association, incorporated by reference to Annex G
to the Joint Proxy Statement of EXEL Limited and Mid Ocean
Limited, dated July 2, 1998.
4.2 Articles of Association, incorporated by reference to Annex G to
the Joint Proxy Statement of EXEL Limited and Mid Ocean Limited,
dated July 2, 1998.
4.3 Rights Agreement dated as of September 11, 1998 between the
Company and ChaseMellon Shareholder Services L.L.C., as Rights
Agent (incorporated herein by reference to the Company's Current
Report on Form 8-K, dated October 21, 1998.
5 Opinion of Hunter & Hunter, Attorneys-at-Law.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Hunter & Hunter (included in Exhibit 5).
24 Power 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 21, 1998).
Exhibit 5
HUNTER & HUNTER
Attorneys-at-Law
The Huntlaw Building Telephone: (345)949-4900
P.O. Box 190 GT Telefax: (345)949-7876
Grand Cayman E-mail: [email protected]
Cayman Islands
TO: XL Capital Ltd
Cumberland House
One Victoria Street
P.O. Box HM 2245
Hamilton HM JX
Bermuda
18 June, 1999
Dear Sirs,
XL Capital Ltd - 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 2,696,778 Class A
ordinary shares of the Company, par value US$0.01 per share (the "Ordinary
Shares") to be issued pursuant to the XL Capital Converted 1989 Option Plan,
the XL Capital Converted 1993 Option Plan, the XL Capital Converted Directors'
Stock Option Plan, the XL Capital Converted Employee Stock Purchase Plan, the
NAC Re Corp. Employee Savings Plan and the XL Capital Converted 1997 Incentive
and Capital Accumulation Plan (together, the "Plans") as ratified, adopted and
redesignated as to the name of each Plan by the board of directors of the
Company on 16 June, 1999 in connection with the merger of Dasher Acquisition
Corp., a Delaware corporation and a direct wholly owned subsidiary of the
Company with and into NAC Re Corp., a Delaware corporation pursuant to the
Agreement and Plan of Merger dated as of 15th February, 1999 between the
Company, Dasher Acquisition Corp. and NAC Re Corp.
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
and the form of Registration Statement as filed with the Securities and
Exchange Commission. We have assumed without independent verification the
genuineness of all signatures, authenticity of all documents submitted to us
as originals and the conformity with 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
16 June, 1999 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
<PAGE>
that all Ordinary Shares to be issued in accordance with the Plans have been
reserved for issuance and that there are no intervening changes 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 authorized 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 authorized 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 authorized and when issued and
registered in the Company's Register of Members in accordance with the
provisions of the relevant Plans and the Registration Statement 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 practicing 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 other person although we hereby consent to the filing of this opinion
<PAGE>
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 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of XL Capital Ltd. of our report dated December 23, 1998
relating to the financial statements which appear in the Annual Report on
Form 10-K. We also consent to the incorporation by reference of our report
dated December 23, 1998 relating to the financial statement schedules,
which appear in the Form 10-K.
/s/PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
June 17, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use of our report dated February 3, 1999, except for
Note 15 as to which the date was February 15, 1999, incorporated by reference
in the Proxy Statement of NAC Re Corp. that is made a part of the Registration
Statement (Form S-4) and Prospectus of XL Capital Ltd for the registration of
up to 19, 737, 485 shares class A Ordinary Shares, filed with the Securities
and Exchange Commission and incorporated by reference in the Registration
Statement (Form S-8) of XL Capital Ltd with respect to the NAC Re Corp. 1989
Stock Option Plan, NAC Re Corp. 1993 Stock Option Plan, NAC Re Corp. 1997
Incentive and Capital Accumulation Plan, NAC Re Corp. Directors' Stock Option
Plan, NAC Re Corp. Employee Stock Purchase Plan, NAC Re Corp. Employee Savings
Plan, and NAC Re Corp. 1997 Stock Retainer Plan for Nonemployee Directors.
/s/Ernst & Young LLP
- -----------------------
Ernst & Young LLP
New York, New York
June 17, 1999
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of XL Capital Ltd (the "Company") in their respective
capacities set forth below constitutes and appoints Brian M. O'Hara and Paul S.
Giordano his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to do any and all acts and
all things and to execute any and all instruments which said attorney and
agent may deem necessary or desirable to enable the Company to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission thereunder in
connection with the registration under such Act of shares of Common Stock of
the Company ("Common Stock") issuable to employees pursuant to the Company's
XL Capital Converted 1989 Option Plan, XL Capital Converted 1993 Option Plan,
XL Capital Converted 1997 Incentive and Capital Accumulation Plan, XL Capital
Converted Directors' Stock Option Plan, XL Capital Converted Employee Stock
Purchase Plan, Nac Re Corp. Employee Savings Plan, XL Capital 1997 Converted
Stock Retainer Plan for Nonemployee Directors of Nac Re Corp., XL Capital
Converted Partners' Restricted Stock Plan (the "Equity Plans") to the extent
that any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation, the power and authority to sign the name of the undersigned
individual in the capacity indicated below opposite the name of such
individual to the Registration Statement on Form S-8 or any Form relating to
the registration of such Common Stock and Options, to be filed with the
Securities and Exchange Commission with respect to said Common Stock, to sign
any and all amendments (including post-effective amendments) and supplements
to such Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
/s/Brian M. O'Hara
____________________ President, Chief Executive Officer and June 17, 1999
Brian M. O'Hara Director (Principal Executive Officer)
/s/Robert R. Lusardi
____________________ Executive Vice President and Chief June 17, 1999
Robert R. Lusardi Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
<PAGE>
/s/Michael P. Esposito, Jr.
________________________ Director and Chairman of the Board June 17, 1999
Michael P. Esposito, of Directors
Jr.
/s/Michael A, Butt
____________________
Michael A. Butt Director June 17, 1999
/s/Robert Clements
____________________
Robert Clements Director June 17, 1999
____________________
Sir Brian Corby Director June , 1999
/s/Robert R. Glauber
____________________
Robert R. Glauber Director June 17, 1999
/s/Robert V. Hatcher, Jr.
_________________________
Robert V. Hatcher,
Jr. Director June 17, 1999
/s/Ian R. Heap
____________________
Ian R. Heap Director June 17, 1999
/s/Paul Jeanbart
____________________
Paul Jeanbart Director June 17, 1999
/s/John Loudon
____________________
John Loudon Director June 17, 1999
<PAGE>
/s/Robert J. Newhouse, Jr.
__________________________
Robert J. Newhouse,
Jr. Director June 17, 1999
/s/Robert S. Parker
____________________
Robert S. Parker Director June 17, 1999
/s/Cyril Rance
____________________
Cyril Rance Director June 17, 1999
/s/Alan Z. Senter
____________________
Alan Z. Senter Director June 17, 1999
/s/John T. Thornton
____________________
John T. Thornton Director June 17, 1999
/s/Ellen E. Thrower
____________________
Ellen E. Thrower Director June 17, 1999
/s/John Weiser
____________________
John Weiser Director June 17, 1999
