As filed with the Securities and Exchange Commission on September 20, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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XL CAPITAL LTD
(Exact name of registrant as specified in its charter)
Cayman Islands 98-0058718
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Cumberland House
One Victoria Street
P.O. Box HM 2245
Hamilton HM JX Bermuda
(Address of Principal Executive Offices)
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XL CAPITAL LTD 1991 PERFORMANCE INCENTIVE PROGRAM
XL CAPITAL LTD 1999 PERFORMANCE INCENTIVE PROGRAM
XL CAPITAL CONVERTED 1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN
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Paul S. Giordano, Esq.
Senior Vice President
and General Counsel
XL Capital Ltd
c/o CT Corporation System
1633 Broadway
New York, New York 10019
(Name and address of agent for service)
(212) 246-5070
(Telephone number, including area code, of agent for service)
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Copy to:
Immanuel Kohn, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, NY 10005-1702
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CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered ---------------- Offering Price Per Aggregate Offering Registration Fee
Registered Share Price
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<S> <C> <C> <C> <C>
Class A
Ordinary Shares, 10,340,801 $69.78(3) $721,581,093.78 $190,497.41
par value $.01 per shares(2)
share(1)
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(1) Includes Preferred Share Purchase Rights, which prior to the occurrence of
certain events will not be exercisable or evidenced separately from the
Ordinary Shares
(2) Represents 8,500,000 shares issuable under the XL Capital Ltd 1991
Performance Incentive Program; 1,250,000 shares issuable under the XL
Capital Ltd 1999 Performance Incentive Program; and 590,801 shares issuable
under the XL Capital Converted 1997 Incentive And Capital Accumulation
Plan.
(3) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering
price and the registration fee have been calculated based on the basis of
the average high and low prices reported for the Class A Ordinary Shares
reported on the New York Stock Exchange on September 13, 2000.
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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 pursuant to the
Securities Exchange Act of 1934 are hereby incorporated by reference in this
registration statement:
(i) Quarterly Report on Form 10-Q for the quarter ended June 30, 2000
(File No. 1-10804);
(ii) Proxy Statement for the Annual General Meeting of Shareholders held on
May 12, 2000 (File No. 1-10804);
(iii) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000
(File No. 1-10804);
(iv) Annual Report on Form 10-K for the year ended December 31, 1999 (File
No. 1-10804); and
(v) The Company's Registration Statement on Form S-4 filed with the
Commission on April 26, 1999, including the description of the
Company's Ordinary Shares contained therein under the caption "Share
Capital," including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant 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 Exhibit G to the Joint Proxy Statement of EXEL Limited and Mid
Ocean Limited dated July 2, 1998 (the "Joint Proxy
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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 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.
Not required.
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ITEM 8. EXHIBITS.
Exhibit
Number Exhibit
4.1 Memorandum of Association of the Registrant (incorporated by reference to
Annex G to the Joint Proxy Statement).
4.2 Articles of Association (incorporated by reference to Annex G to the Joint
Proxy Statement).
4.3 Rights Agreement, dated as of September 11, 1998, between the Company and
Chase Mellon 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.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Hunter & Hunter (included in Exhibit 5).
24 Powers of Attorney.
99.1 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 September 24, 1998).
ITEM 9. UNDERTAKINGS.
(a) 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 hereof) 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 Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that
are incorporated by reference into this registration statement;
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(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 purpose 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 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.
(c) 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 Securities and Exchange 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.
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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 and Country of Bermuda, on September 20,
2000.
XL CAPITAL LTD
By: *
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Name: Brian M. O'Hara
Title: President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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Signatures Title Date
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<S> <C> <C>
* President, Chief Executive Officer and September 20, 2000
--------------------------------- Director
Name: Brian M. O'Hara
* Executive Vice President and Chief Financial September 20, 2000
--------------------------------- Officer
Name: Robert R. Lusardi
* Chairman of the Board of Directors September 20, 2000
---------------------------------
Name: Michael P. Esposito, Jr.
* Director September 20, 2000
-----------------------------
Name: Ronald L. Bornhuetter
* Director September 20, 2000
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Name: Michael A. Butt
* Director September 20, 2000
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Name: Robert Clements
* Director September 20, 2000
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Name: Sir Brian Corby
* Director September 20, 2000
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Name: Robert R. Glauber
* Director September 20, 2000
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Name: Ian R. Heap
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* Director September 20, 2000
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Name: Paul Jeanbart
* Director September 20, 2000
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Name: John Loudon
* Director September 20, 2000
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Name: Daniel J. McNamara
* Director September 20, 2000
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Name: Robert S. Parker
* Director September 20, 2000
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Name: Cyril Rance
* Director September 20, 2000
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Name: Alan Z. Senter
* Director September 20, 2000
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Name: John T. Thornton
* Director September 20, 2000
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Name: Ellen E. Thrower
* Director September 20, 2000
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Name: John Weiser
/s/ Paul S. Giordano Senior Vice President, General Counsel and September 20, 2000
--------------------------------- Secretary
Name: Paul S. Giordano
*By: /s/ Paul S. Giordano
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Attorney-in-fact
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EXHIBIT INDEX
Exhibit
Number Exhibit
4.1 Memorandum of Association of the Registrant (incorporated by reference to
Annex G to the Joint Proxy Statement).
4.2 Articles of Association (incorporated by reference to Annex G to the Joint
Proxy Statement).
4.3 Rights Agreement, dated as of September 11, 1998, between the Company and
Chase Mellon 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.
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.
99.1 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 September 24, 1998).
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