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UNITED STATES
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): MARCH 23, 2004
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XL CAPITAL LTD
(Exact name of registrant as specified in its charter)
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CAYMAN ISLANDS 1-10809 98-0191089
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
XL HOUSE, ONE BERMUDIANA ROAD, HAMILTON, BERMUDA HM11
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (441) 292 8515
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On March 23, 2004, XL Capital Ltd, a Cayman Islands exempted limited
company (the "Company" or the "Registrant"), issued 33,000,000 6.50% Equity
Security Units (the "Units") in a public offering. The Company sold the Units
pursuant to an Underwriting Agreement and related Pricing Agreement, each dated
as of March 17, 2004, by and among the Company and Goldman, Sachs & Co. and the
other underwriters named on SCHEDULE I of the Pricing Agreement, as the
underwriters. The Company received $800,195,000 in proceeds from the sale of the
Units after deducting underwriting discounts. Each Unit has a stated amount of
$25 and consists of (a) a contract pursuant to which the holder agrees to
purchase, for $25, shares of the Company's ordinary shares on May 15, 2007 and
(b) a 1/40, or 2.5%, ownership interest in a 2.53% senior note issued by the
Company due May 15, 2009 with a principal amount of $1,000. The senior notes
were issued under a Senior Debt Indenture, which the Company entered into with
U.S. Bank National Association, as Trustee, on January 23, 2003, and a First
Supplemental Indenture, which the Company entered into with U.S. Bank National
Association, as Trustee, on March 23, 2004.
This Current Report on Form 8-K is being filed for the purpose of
filing the attached documents in connection therewith as exhibits to the shelf
registration statement on Form S-3 (Registration No. 333-101288) filed with the
Securities and Exchange Commission on November 18, 2002, and as thereafter
amended by the Registrant, XL Capital Finance (Europe) plc, XL Capital Trust I,
XL Capital Trust II and XL Capital Trust III (the "REGISTRATION STATEMENT"),
which became effective on June 19, 2003, and such Exhibits are hereby
incorporated into the Registration Statement by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
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1.1 Underwriting Agreement, dated March 17, 2004, by and
among the Registrant and Goldman, Sachs & Co. and the
other underwriters named on SCHEDULE I of the related
Pricing Agreement, as Underwriters.
1.2 Pricing Agreement, dated March 17, 2004, by and among
the Registrant and Goldman, Sachs & Co. and the other
underwriters named on SCHEDULE I thereto, as
Underwriters.
4.2 First Supplemental Indenture, dated March 23, 2004, to
the Indenture, dated January 23, 2003, between the
Registrant and U.S. Bank National Association, as
Trustee.
4.3 Purchase Contract Agreement, dated March 23, 2004,
between the Registrant and U.S. Bank National
Association, as Purchase Contract Agent.
4.4 Pledge Agreement, dated March 23, 2004, by and among
the Registrant and U.S. Bank Trust National
Association, as Collateral Agent, Custodial Agent and
Securities Intermediary, and U.S. Bank National
Association, as Purchase Contract Agent.
4.5 Form of Remarketing Agreement to be entered into by
and among the Registrant and U.S. Bank National
Association, as Purchase Contract Agent, and a
remarketing agent to be named therein, as Remarketing
Agent.
4.6 Form of Normal Units Certificate (included in Exhibit
4.3 hereto).
4.7 Form of Stripped Units Certificate (included in
Exhibit 4.3 hereto).
4.8 Form of Senior Note (included in Exhibit 4.2 hereto).
12.1 Statement regarding Computation of Ratio of Earnings
to Fixed Charges and Preference Dividends (supercedes
Exhibit 12.1 to the Registration Statement),
incorporated by reference to Exhibit 12 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 2003.
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.
Date: March 23, 2004
XL CAPITAL LTD
(Registrant)
By: /s/ Paul Giordano
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Name: Paul Giordano
Title: Executive Vice President and
General Counsel