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 7, 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 (Commission (IRS Employer
Jurisdiction 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 7, 1998, EXEL Limited (which has been renamed "EXEL
Holdings Limited") ("EXEL") and Mid Ocean Limited ("Mid Ocean") issued the
press release attached as Exhibit 99.1 announcing that the schemes of
arrangement (the "Arrangements") between EXEL and its shareholders and between
Mid Ocean and its shareholders were sanctioned by the Grand Court of the Cayman
Islands and that the transaction closed on August 7, 1998.
Pursuant to the Arrangements, EXEL and Mid Ocean became wholly owned
subsidiaries of Exel Merger Company Ltd. (which has been renamed "EXEL
Limited") ("New EXEL"). Pursuant to the Arrangements, subject to the cash
election available to shareholders of EXEL and Mid Ocean, each ordinary share
of EXEL will be exchanged for one Class A ordinary share of New EXEL, each
Class A ordinary share of Mid Ocean will be exchanged for 1.0215 Class A
ordinary shares of New EXEL, and each Class B ordinary share and Class C
ordinary share of Mid Ocean will be exchanged for 1.0215 Class B ordinary
shares of New EXEL.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Description
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99.1 Text of press release, dated August 7, 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 17, 1998
Mid Ocean Limited
By: /s/ Michael A. Butt
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Michael A. Butt
President and Chief
Executive Officer
EXHIBIT INDEX
Exhibit Description
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99.1 Text of press release, dated August 7, 1998, issued by EXEL
Limited and Mid Ocean Limited
[MID OCEAN LIMITED/EXEL LIMITED JOINT LETTERHEAD]
Contacts: EXEL Limited Mid Ocean Limited
Gavin R. Arton John M. Wadson
(441) 292-8515 (441) 292-1358
MERGER OF EXEL LIMITED
AND MID OCEAN LIMITED COMPLETED
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EXEL Combines Reinsurance Operations
HAMILTON, BERMUDA, August 7, 1998 -- EXEL Limited (NYSE:XL) ("EXEL") and
Mid Ocean Limited (NYSE:MOC) ("Mid Ocean") announced that approval for
their merger has been received from the Grand Court of the Cayman Islands
and that the transaction closed today.
"I am very pleased that the merger of our two companies is now finalized,"
stated Brian M. O'Hara, Presdient and Chief Executive Officer of EXEL.
"The integration of our organizations is substantially completed and I
am extremely pleased with how well our cultures have come together,"
Mr. O'Hara added.
EXEL also announced today that the combination of the principal reinsurance
subsidiaries of EXEL and Mid Ocean, X.L. Global Reinsurance Company, Ltd.
and Mid Ocean Reinsurance Company, Ltd., respectively, has been completed.
Henry C.V. Keeling has been named President and Chief Executive Officer of
the combined company, which will operate as "X.L. Mid Ocean Reinsurance
Company, Ltd." and have capital and surplus in excess of $1 billion.
EXEL Limited, through its subsidiaries, is a leading provider of general
liability, directors and officers liablity, employment practices liability,
political risk, X.L. Risk Solutions, excess property insurance and
reinsurance coverages and financial 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, 1997 and other documents on file with the Securities and
Exchange Commission.
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