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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
November 13, 2002
Date of Report (Date of earliest event reported)
XL CAPITAL LTD
(Exact name of registrant as specified in its charter)
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)
(441) 292-8515
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other events.
On November 13, 2002, XL Capital Ltd issued the press release attached as
Exhibit 99(a) and incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is filed herewith:
Exhibit No. Description
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99(a) Press Release ("XL Capital Prices Issue of Preference
Ordinary Shares") dated November 13, 2002.
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: November 13, 2002
XL CAPITAL LTD
By: /s/ Jerry de St. Paer
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Name: Jerry de St. Paer
Title: Executive Vice President
and Chief Financial Officer
Exhibit 99(a)
XL Capital Ltd
XL House
One Bermudiana Road
Hamilton HM 11 Bermuda
Phone: (441) 292-8515
Fax: (441) 292-5280
NEWS RELEASE
IMMEDIATE
Contact: Gavin R. Arton Roger R. Scotton
Investor Relations Media Relations
441-294-7104 441-294-7165
XL CAPITAL PRICES ISSUE OF
PREFERENCE ORDINARY SHARES
HAMILTON, Bermuda (November 13, 2002) - XL Capital Ltd ("XL") (NYSE: XL)
announced today that it has agreed to sell 10,000,000 7 5/8% Series B preference
ordinary shares pursuant to XL's currently effective shelf registration
statement (plus up to an additional 1,500,000 preference shares issuable upon
exercise of the underwriters' overallotment option). The preference shares are
being issued at an initial price to the public of $25.00 per share and will not
be exchangeable for or convertible into ordinary shares of XL. The managing
underwriters for XL's preference share offering are Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, as joint
book-runners.
The net proceeds from the sale of the preference shares will be used for general
corporate purposes.
XL Capital Ltd, through its operating subsidiaries, is a leading provider of
insurance and reinsurance coverages and financial products to industrial,
commercial and professional service firms, insurance companies, and other
enterprises on a worldwide basis. As of September 30, 2002, XL Capital Ltd had
consolidated assets of approximately $34.1 billion and consolidated
shareholders' equity of approximately $5.9 billion. More information about XL
Capital Ltd is available at www.xlcapital.com.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any of the preference shares or
any other securities, nor will there be any sale of the preference shares or any
other securities in any state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
This press release contains forward-looking statements which involve inherent
risks and uncertainties. Statements that are not historical facts, including
statements about XL's beliefs, plans or expectations, are forward-looking
statements. These statements are based on current plans, estimates and
expectations. Actual results may differ materially from those projected in such
forward-looking statements and therefore you should not place undue reliance on
them. A non-exclusive list of other important factors that could cause actual
results to differ materially from those in such forward-looking statements is
set forth in XL's most recent annual report on Form 10-K, quarterly report on
Form 10-Q and XL's other documents on file with the Securities and Exchange
Commission. XL undertakes no obligation to update or revise publicly any
forward-looking statement, whether as a result of new information, future
developments or otherwise.
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