XL Capital Ltd 8K - 12/05/06
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): December 5,
2006
————————————
XL
CAPITAL LTD
(Exact
name of registrant as specified in its charter)
————————————
|
Cayman
Islands
|
1-10804
|
98-0191089
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer 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.
On
December 5, 2006, the Registrant entered into a Subscription Agreement (the
“Agreement”)
with
Stoneheath Re (“Stoneheath”),
a
Cayman Islands exempted company, and Goldman Sachs International with respect
to
the issue and sale by Stoneheath of U.S.$350,000,000 aggregate liquidation
preference of non-cumulative perpetual preferred securities, having a
liquidation preference of U.S.$1,000 per share. A copy of the Agreement is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits. The following exhibit is filed herewith:
|
Exhibit
No.
|
Description
|
|
10.1
|
Subscription
Agreement dated December 5, 2006 among the Registrant, Stoneheath
Re and
Goldman Sachs International.
|
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: December
11, 2006
XL
CAPITAL
LTD
(Registrant)
By: /s/
Kirstin Romann Gould
Name: Kirstin
Romann Gould
Title:
Secretary