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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: June 11, 1997
GCR HOLDINGS LIMITED
_______________________________________________________
(Exact name of registrant as specified in its charter)
Cayman Islands 0-27220 Not Applicable
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(State or other (Commission File (I.R.S. Employer
jurisdiction of incorporation) Number) Identification No.)
Sofia House, 48 Church Street, Hamilton HM12, Bermuda
________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(441) 292-9415
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Item. 1. Changes in Control of Registrant.
(a) Pursuant to an Agreement and Plan of Amalgamation, dated May 8,
1997 (the "Amalgamation Agreement"), among GCR Holdings Limited, a Cayman
Islands company (the "Registrant"), EXEL Limited, a Cayman Islands company
("EXEL") and Exel Acquisition Ltd., a Cayman Islands company and a wholly-owned
subsidiary of EXEL ("Sub"), Sub commenced a tender offer (the "Offer") on May
14, 1997, for all the ordinary shares, par value $.10 per share, of the
Registrant (the "Shares") at a price of $27 per Share, net to the sellers in
cash, without interest (the "Offer Price"). The Offer was made pursuant to the
Offer to Purchase, dated May 14, 1997, and the related Letter of Transmittal of
Sub.
The Offer expired at 12:00 midnight, New York City time, on June 11,
1997. A total of 23,071,143 Shares, or approximately 93% of the outstanding
Shares, were tendered pursuant to the Offer. Following expiration of the Offer,
Sub accepted for payment, and paid for, all validly tendered Shares, resulting
in EXEL's indirect beneficial ownership of 24,297,143 Shares, or approximately
98% of the total number of Shares outstanding, resulting in a change in control
of the Registrant.
The consummation of the Offer and acceptance for payment by Sub of the
Shares validly tendered pursuant thereto was announced in a press release of
EXEL dated June 12, 1997. A copy of such press release is attached hereto and
incorporated herein by reference.
Pursuant to the Amalgamation Agreement and Cayman Islands law, the
Registrant will be amalgamated with Sub (the "Amalgamation"), with the
Registrant surviving the Amalgamation. As a consequence of the Amalgamation,
(i) the Registrant will become a wholly-owned subsidiary of EXEL and (ii) each
Share issued and outstanding (other than Shares held by EXEL or Sub) will be
converted into the right to receive $27 net per Share, in cash, without any
interest (the "Amalgamation Consideration").
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The total amount of funds required by Sub to consummate the Offer and
the Amalgamation and to pay fees and expenses related thereto is estimated by
Sub to be approximately $660 million. According to EXEL, the funds used to pay
the Offer Price were advanced, and the funds to be used to pay the Amalgamation
Consideration will be advanced, to Sub by EXEL from a combination of cash on
hand, the liquidation of certain investments and bank borrowings.
Certain of EXEL's subsidiaries are entering into a Short Term
Revolving Credit Agreement (the "Short Term Credit Agreement") between X.L.
Insurance Company, Ltd. and X.L. Reinsurance Company, Ltd., subsidiaries of
EXEL, as Borrowers (the "Borrowers"); the Banks parties thereto from time to
time (the "Banks"); and Mellon Bank, N.A., as Agent (the "Agent"), and a
Revolving Credit Agreement between the Borrowers; the Banks; and the Agent (the
"Revolving Credit Agreement" and, collectively, the "Credit Agreements"). The
Credit Agreements provide that, subject to the terms thereof, the Borrowers may
borrow funds in an aggregate amount under each of the Credit Agreements not to
exceed U.S. $250,000,000. The commitments of the Banks under the Short Term
Credit Agreement terminate in June 1998, and the commitments of the Banks under
the Revolving Credit Agreement terminate in June 2002. Loans under the
facilities will bear interest, at the Borrowers' option, based upon the
Alternate Base Rate or Eurodollar Rate (as defined in the Credit Agreements).
The Credit Agreements each contain customary representations and warranties;
conditions; affirmative and negative financial and other covenants; and events
of default.
In accordance with the terms of the Amalgamation Agreement, Loay
Al-Naqib, Lawrence S. Doyle, J. Markham Green, John P. McNulty, Steven H.
Newman, David A. Olsen, Joseph D. Roxe and Michael E. Satz resigned as directors
of the Registrant on June 12, 1997. Prior to such resignations, the
Registrant's Board of Directors expanded the Board of Directors to fifteen (15)
directors and elected Michael P. Esposito, Jr., Brian M. O'Hara, Ian R. Heap,
John Loudon and John Weiser to fill the new positions. As a result of such
actions, the Board of Directors is currently
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comprised of Jerry S. Rosenbloom, Donald J. Zuk, Michael P. Esposito, Jr.,
Brian O'Hara, Ian R. Heap, John Loudon and John Weiser.
(b) Except as described above, to the best of the Registrant's
knowledge, there are no arrangements, including any pledge by EXEL or Sub (or
any other direct or indirect subsidiary of EXEL) of the Shares, the operation of
which may at a subsequent date result in a change in control of the Registrant.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits:
2.1 Agreement and Plan of Amalgamation, dated May 8, 1997,
among the Registrant, EXEL Limited, and Exel Acquisition
Ltd. (previously filed on May 14, 1997, with the Securities
and Exchange Commission as an exhibit to the Schedule 14D-1
of Exel Acquisition Ltd. and EXEL Limited and incorporated
herein by reference).
99.1 Press Release of EXEL Limited, dated June 12, 1997.
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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 thereunto duly authorized.
GCR HOLDINGS LIMITED
(Registrant)
Date: June 13, 1997 /s/ Frederick W. Deichmann
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Frederick W. Deichmann
Secretary
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EXHIBIT INDEX
Exhibit Description
2.1 Agreement and Plan of Amalgamation, dated May 8, 1997, among
the Registrant, EXEL Limited, and Exel Acquisition Ltd.
(previously filed on May 14, 1997, with the Securities and
Exchange Commission as an exhibit to the Schedule 14D-1 of Exel
Acquisition Ltd. and EXEL Limited and incorporated herein by
reference).
99.1 Press Release of EXEL Limited, dated June 12, 1997.
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EXHIBIT 99.1
PR NEWSWIRE
09:09 EXEL Limited Completes Tender Offer For More Than 90
Percent of GCR Holdings Limited
HAMILTON, Bermuda, June 12/PRNewswire/-- EXEL Limited (NYSE:XL) announced today
that the cash offer made by its wholly owned subsidiary, Exel Acquisition Ltd.,
for all of the outstanding ordinary shares of GCR Holdings Limited (Nasdaq:
GCREF) expired, as scheduled, at 12:00 midnight on Wednesday, June 11, 1997.
Based on information provided by the Depositary, a total of 23,071,143 shares of
GCR Holdings Limited were validly tendered pursuant to its cash offer.
EXEL Limited, through its subsidiary making the offer, has accepted for purchase
all shares validly tendered prior to the expiration of the offer. The
acceptance of these shares in the tender offer results in EXEL Limited's owning
of in excess of 90 percent of GCR's outstanding ordinary shares.
In the next step of the acquisition, pursuant to a compulsory acquisition of
shares under Cayman Islands law, Exel Acquisition Ltd. intends to give notice to
all holders of the then outstanding shares (other than shares held by EXEL
Limited or any of its subsidiaries) that Exel Acquisition Ltd. intends to
acquire compulsorily such shares at $27.00 per share in cash. In addition,
pursuant to the Agreement and Plan of Amalgamation between EXEL and GCR, members
of GCR's board of directors, other than two outside directors, have tendered
their resignations and are being replaced by designees of EXEL, which will occur
as soon as practicable. Further, the ordinary shares of GCR will be
deregistered under the United States securities laws and delisted from the
Nasdaq National Market as soon as practicable.
EXEL Limited, through X.L. Insurance Company, Ltd., X.L. Europe Insurance and
X.L. Reinsurance Company, Ltd. is a
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leading provider of general liability, directors and
officers liability, employment practices and professional
liability, X.L. Risk Solutions, political risk, excess
property insurance and reinsurance coverages to
individual, commercial and professional service firms and
other enterprises on a worldwide basis.
CONTACT: Gavin R. Arton of EXEL, 441-292-8515
