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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 2)
RISK CAPITAL HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
767711 10 4
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(CUSIP Number)
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PAUL S. GIORDANO, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
XL CAPITAL LTD
(F/K/A EXEL LIMITED)
CUMBERLAND HOUSE
ONE VICTORIA STREET
HAMILTON HM 11, BERMUDA
(441) 292-8515
COPY TO:
TREVOR S. NORWITZ, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 W. 52ND ST.
NEW YORK, NY 10019
(212) 403-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE COMMUNICATIONS)
MARCH 2, 2000
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13D-1(f) or 13d-1(g), check the following
box: [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
<PAGE>
SCHEDULE 13D
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CUSIP No. 767711 10 4 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
XL CAPITAL LTD (F/K/A EXEL LIMITED)
I.R.S. IDENTIFICATION NO. 98-0058718
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY [ ]
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE ORGANIZATION
CAYMAN ISLANDS
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7
SOLE VOTING POWER
-0-
NUMBER OF
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8
SHARES SHARED VOTING POWER
-0-
BENEFICIALLY
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9
OWNED BY SOLE DISPOSITIVE POWER
-0-
EACH
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10
REPORTING SHARED DISPOSITIVE POWER
-0-
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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14 TYPE OF REPORTING PERSON
CO
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XL Capital Ltd (f/k/a EXEL Limited) hereby amends the Schedule 13D
originally filed on September 17, 1997, as amended by Amendment No. 1 thereto
filed with the Securities and Exchange Commission on January 18, 2000 (the
"Schedule 13D"), as set forth herein. Capitalized terms used without definition
in this Amendment No. 2 to the Schedule 13D shall have the respective meanings
ascribed thereto in the Schedule 13D.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by adding the
following:
On March 2, 2000, the Reporting Person, a wholly owned subsidiary of the
Reporting Person, the Company and a wholly owned subsidiary of the Company
completed the transactions contemplated by the Stock Repurchase Agreement, dated
as of January 17, 2000, by and among the Reporting Person, a wholly owned
subsidiary of the Reporting Person, the Company and a wholly owned subsidiary of
the Company (the "Stock Repurchase Agreement"). The Stock Repurchase Agreement
was previously filed as Exhibit 99.1 to Amendment No. 1 to the Schedule 13D and
is incorporated herein by reference. Pursuant to the terms of the Stock
Repurchase Agreement, RCH repurchased from the Reporting Person all of the
shares of Company common stock owned by the Reporting Person for an aggregate
purchase price of $59,200,000 (the "Purchase Price"). Pursuant to the Agreement,
RCH paid the Purchase Price in the form of all of the Company's interests in the
capital stock of Latin American Reinsurance Company, Ltd. ("LARC") and all of
the Company's interests in the capital stock of Annuity & Life Re (Holdings),
Ltd. ("ALRE"). Because the agreed upon value of the Company's interests in LARC
and ALRE exceeded the Purchase Price by $3,647,000, the Reporting Person paid
cash to the Company in that amount. In connection with such transactions, Mr.
Ian R. Heap and Mr. Michael P. Esposito, Jr., the Reporting Person's designees
on the Company's Board of Directors, will continue as directors of such Board
but will not longer be the Reporting Person's designees.
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ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended by replacing the information
contained therein with the following:
As of March 2, 2000, the Reporting Person ceased to be beneficial owner of
any shares of Company common stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended by adding the
following:
The XL Voting Agreement, previously filed as Exhibit 99.3 to Amendment No.
1 to the Schedule 13D, which required the Reporting Person to vote all shares of
Company common stock owned by it in favor of the Asset Purchase Agreement, dated
as of January 17, 2000, by and among the Company, a wholly owned subsidiary of
the Company, Folksamerica Holding Company, Inc. ("FHC") and a wholly owned
subsidiary of FHC, and granted to FHC a proxy to vote the Reporting Person's
shares of Company common stock in favor of such agreement, terminated upon the
completion of the transactions contemplated by the Stock Repurchase Agreement.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: March 3, 2000
XL Capital Ltd
By: /s/ Paul S. Giordano
Name: Paul S. Giordano
Title: Executive Vice President, General
Counsel & Secretary
