================================================================================
UNITED STATES
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 29, 2005
------------------------
XL CAPITAL LTD
(Exact name of registrant as specified in its charter)
------------------------
Cayman Islands 1-10809 98-0191089
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
XL House, One Bermudiana Road, Hamilton, Bermuda HM 11
(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)
------------------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
Item 1.01. Entry into a Material Definitive Agreement.
Credit Facilities
-----------------
On June 22, 2005, XL Capital Ltd, a Cayman Islands exempted limited company
(the "Company"), together with its wholly-owned subsidiaries X.L. America, Inc.,
a Delaware corporation ("XLA"), XL Insurance (Bermuda) Ltd, a Bermuda exempted
company ("XLI"), and XL Re Ltd, a Bermuda exempted company ("XLRe" and, together
with the Company, XLA and XLI, the "Account Parties"), entered into (i)
Amendment No.1 (the "Amendment") to the Three-Year Credit Agreement, dated as of
June 23, 2004 (the "Three-Year Agreement"), between the Account Parties,
JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party
thereto and (ii) a Credit Agreement (the "Five-Year Agreement") with JPMorgan
Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto.
The Three-Year Agreement provides for letter of credit commitments of
$2,000,000,000. The Amendment, among other things, increases the amount of
credit commitments under the Three-Year Agreement that is available for
revolving credit loans from $600,000,000 to $1,000,000,000. The foregoing
description of the Amendment is qualified in its entirety by reference to the
Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
The Five-Year Agreement provides for letters of credit of up to
$2,250,000,000 and up to $1,000,000,000 of revolving credit loans with the
aggregate amount of outstanding letters of credit and revolving credit loans
thereunder not to exceed $2,350,000,000. The aggregate amount of outstanding
revolving credit loans under the Five-Year Agreement and the Three-Year
Agreement may not exceed $1,000,000,000 at any time. Interest and fees payable
under the Five-Year Agreement shall be determined pursuant to the terms set
forth therein. The commitments under the Five-Year Agreement will expire on, and
amounts borrowed under the Five-Year Agreement may be borrowed, repaid and
reborrowed from time to time until, the earlier of (i) June 22, 2010 and (ii)
the date of termination in whole of the commitments upon an optional termination
or reduction of the commitments by the Account Parties or upon an event of
default. Each of the Company, XLA, XLI and XLRe guarantees the obligations of
the other Account Parties under the Five-Year Agreement. The Five-Year Agreement
contains financial covenants that require the Company to maintain a minimum
consolidated net worth and a maximum ratio of total consolidated debt to the sum
of total consolidated debt plus consolidated net worth. In addition, the
Five-Year Agreement contains other customary affirmative and negative covenants
for credit facilities of this type as well as certain customary events of
default. The foregoing description of the Five-Year Agreement is qualified in
its entirety by reference to the Five-Year Agreement, which is attached hereto
as Exhibit 10.2 and incorporated herein by reference.
Certain of the Lenders party to the Three-Year Agreement and/or the
Five-Year Agreement and their respective affiliates have, from time to time,
performed various investment or commercial banking and financial advisory
services for the Account Parties in the ordinary course of business.
Non-Employee Director Compensation
----------------------------------
On April 29, 2005, at a meeting of the Board of Directors of the Company
(the "Board"), the Board approved to continue the compensation payable to
non-employee members of the Board. The terms of such compensation are set forth
in the Company's Annual Proxy Statement dated March 24, 2005, filed on Schedule
14A. At that meeting, the Board also approved certain changes to the
compensation payable to members of the Audit Committee of the Board. Set forth
below is a summary of the approved changes.
o The annual retainer payable to the Chairman of the Audit Committee was
increased to $12,000 from $5,000.
o An annual retainer payable to all other members of the Audit Committee
was established at $5,000.
o The per meeting fee payable to all members of the Audit Committee was
increased to $2,000 from $1,500.
The changes, which were effective upon approval by the Board, were
recommended to the Board by the Nominating & Governance Committee.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K
concerning the Five-Year Agreement is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
10.1 Amendment No. 1, dated as of June 22, 2005, to the Three-Year
Credit Agreement, dated as of June 23, 2004, between XL
Capital Ltd, X.L. America, Inc., XL Insurance (Bermuda) Ltd
and XL Re Ltd, as Account Parties and Guarantors, the Lenders
party thereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent.
10.2 Credit Agreement, dated as of June 22, 2005, between XL
Capital Ltd, X.L. America, Inc., XL Insurance (Bermuda) Ltd
and XL Re Ltd, as Account Parties and Guarantors, the Lenders
party thereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent.
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: June 27, 2005
XL CAPITAL LTD
(Registrant)
By: /s/ Fiona Luck
----------------------------------------------
Name: Fiona Luck
Title: Executive Vice President,
Global Head of Corporate Services &
Assistant Secretary