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): April 28, 1998
MID OCEAN LIMITED
--------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands 001-14336 Not applicable
- ---------------------------- ------------ -------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Richmond House, 12 Par-La-Ville Road, Hamilton, Bermuda HM 08
- ------------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(441) 292-1358
--------------------------------------------------------
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
EXEL Limited ("EXEL") and Mid Ocean Limited ("Mid Ocean") announced
on April 29, 1998 that they and EXEL Merger Company Ltd., a newly formed
company that will become a holding company for EXEL and Mid Ocean ("New
EXEL") had entered into an Amended and Restated Agreement and Schemes of
Arrangement dated March 16, 1998 and ainclude a voluntary cash election
feature involving an amount up to $300 million in the aggregate.
Under the Agreement, holders of EXEL shares and Mid Ocean shares
who elect to receive cash in lieu of New EXEL shares in exchange for their
EXEL shares or Mid Ocean shares shall receive an amount in cash in respect
of each New EXEL share they would have been entitled to receive 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 ending on the tenth
calendar day immediately prior to the anticipated effective time of the
transaction.
An election form and other customary transmittal materials shall
be mailed approximately 25 days prior to the anticipated effective time of
the transaction (or on such other date as EXEL and Mid Ocean may mutually
agree) to holders of record of EXEL shares and Mid Ocean shares, and cash
elections will be required to be made by 5:00 p.m. on the 20th day
following the mailing date (or such other time and date as EXEL and Mid
Ocean may specify in such mailing) in order to be deemed properly made.
If the total amount of cash that would be issued in the schemes of
arrangement 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.
Mid Ocean understands that the amount of cash paid out pursuant to
voluntary cash elections under the Agreement will offset the previously
announced plan by EXEL to buy back up to $500 million of the shares of its
common stock or the stock of New EXEL, as applicable, before or after the
consummation of the schemes of arrangement.
The preceding description is qualified in its entirety by
reference to the copy of the Agreement included as Exhibit 2.1, which is
hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Description
- ------- -----------
2.1 Agreement and Schemes of Arrangement, dated as of March 16,
1998, as amended and restated April 28, 1998, by and among
EXEL Limited, EXEL Merger Company Ltd., and Mid Ocean
Limited (previously filed with the Commission by EXEL
Limited as Exhibit 2.1 to its Form 8-K filed on May 5, 1998,
and incorporated herein by reference).
99.1 Text of joint press release, dated April 29, 1998, issued by
EXEL Limited and Mid Ocean Limited (previously filed with
the Commission by EXEL Limited as Exhibit 99.1 to its Form
8-K filed on May 5, 1998, and incorporated herein by
reference).
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: May 12, 1998
MID OCEAN LIMITED
By: /s/ Michael A. Butt
-----------------------------
Michael A. Butt
President and Chief Executive
Officer
