SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 3, 1998
MID OCEAN LIMITED
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(Exact Name of Registrant as Specified in its Charter)
Cayman Islands 1-14336 Not Applicable
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Richmond House, 12 Par la Ville Road, Hamilton, Bermuda HM 08
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(Address of Principal Executive Offices) (Zip Code)
(441) 292-1358
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On August 3, 1998, EXEL Limited ("EXEL") and Mid Ocean Limited ("Mid
Ocean") issued the press release attached as Exhibit 99.1 announcing that
shareholders of EXEL and Mid Ocean approved the merger of EXEL and Mid Ocean at
separate shareholders' meetings held on August 3, 1998. In the same press
release, EXEL and Mid Ocean also announced that the cash election period in
connection with the merger expired on August 1, 1998, and that the cash portion
of the merger consideration was fully subscribed.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Description
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99.1 Text of press release, dated August 3, 1998, issued by EXEL
Limited and Mid Ocean Limited
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 6, 1998
MID OCEAN LIMITED
By:/s/Michael A. Butt
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Michael A. Butt
Chief Executive Officer
EXHIBIT INDEX
Exhibit Description
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99.1 Text of press release, dated August 3, 1998, issued by EXEL
Limited and Mid Ocean Limited
TYPE: EX-99
SEQUENCE: 2
DESCRIPTION: EXHIBIT 99.1 - PRESS RELEASE
Contacts: EXEL Limited Mid Ocean Limited
Gavin R. Arton John M. Wadson
(441)292-8515 (441)292-1358
SHAREHOLDERS APPROVE MERGER OF EXEL LIMITED
AND MID OCEAN LIMITED
HAMILTON, BERMUDA August 3, 1998 -- EXEL Limited (NYSE:XL) ("EXEL") and
Mid Ocean Limited (NYSE:MOC) ("Mid Ocean") announced that their shareholders
voted overwhelmingly in favor of the merger of the two companies at
separate shareholder meetings held today in Bermuda.
More than 80 percent of the outstanding shares of each company were voted
in favor of the merger which is subject to the approval of the Grand Court of
the Cayman Islands. The Grand Court is expected to hold a hearing on the
merger on Friday, August 7, 1998. It is expected that the transaction
will close immediately after receipt of Grand Court approval.
EXEL and Mid Ocean also announced that the cash election period expired
on August 1, 1998, and that the cash election portion of the merger
consideration was fully subscribed. Following consummation of the merger,
EXEL shareholders will receive an aggregate of $204 million in cash on a pro
rata basis, and Mid Ocean shareholders who elected cash will receive an
aggregate of $96 million in cash on a pro rata basis. The holders of
approximately 3.5 million shares of EXEL and approximately 4.9 million
shares of Mid Ocean elected to receive cash in lieu of shares under the terms
of the cash election offer.
EXEL Limited, through X.L. Insurance Company, Ltd., X.L. Europe Insurance
and X.L. Global Reinsurance Company, Ltd. is a leading provider of
general liability, directors and officers liability, employment practices
liability, political risk, X.L. Risk Solutions, excess property insurance
and reinsurance coverages and finanical products to industrial,
commercial and professional service firms, insurance companies and other
enterprises on a worldwide basis.
Mid Ocean Limited, through its wholly-owned subsidiaries, Mid Ocean
Reinsurance Company, Ltd. And the Brockbank Group plc, provides a broad range
of reinsurance and insurance products on a global basis.
This presentation may contain forward-looking statements. Actual results
may differ materially from those predicted in such forward-looking
statements. Additional information concerning factors that could cause
actual results to 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, 1998 and other documents on file with the Securities and
Exchange Commission.
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