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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
January 4, 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 January 4, 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
99(a) Press Release ("XL Capital Announces Plans to Issue
Senior Notes") dated January 4, 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: January 4, 2002
XL CAPITAL LTD
By: /s/ Kirstin Romann
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Name: Kirstin Romann
Title: Senior Vice President and
Associate General Counsel
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 ANNOUNCES PLANS TO ISSUE
SENIOR NOTES
HAMILTON, Bermuda (January 4, 2002) - XL Capital Ltd ("XL") (NYSE: XL)
announced today that it currently plans to sell up to $500 million of senior
notes due 2012 through XL Capital Finance (Europe) plc, a wholly owned
subsidiary of XL. The senior notes will be sold pursuant to XL's currently
effective shelf registration statement. The underwriters for XL's senior notes
offering are Salomon Smith Barney and JP Morgan, as joint book runners, Banc of
America Securities LLC, Barclays Capital and Credit Lyonnais Securities.
The net proceeds from the sale of senior notes will be used to repay XL's
outstanding five-year revolving credit facilities and for general corporate
purposes, which may include share repurchases and acquisitions.
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 at September 30, 2001, XL had consolidated
assets of approximately $25.7 billion and consolidated shareholders' equity of
approximately $4.8 billion. More information about XL 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 senior notes or any other securities, nor will
there be any sale of the senior notes 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 may contain 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 the 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 reports on Forms 10-K and 10-Q and
XL's other documents on file with the Securities and Exchange Commission. XL
undertakes no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future developments or
otherwise.
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