UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_________________
Schedule
TO
(Amendment
No. 2)
Tender
Offer Statement under Section
14(d)(1)
or 13(e)(1) of the Securities Exchange Act of 1934
_________________
XL
CAPITAL LTD (Issuer)
(Name of
Subject Company (Issuer) and Name of Filing Person (Offeror))
Series
C Preference Ordinary Shares, Par Value $0.01 Per Share, Liquidation Preference
$25.00 Per Share
(Title of
Class of Securities)
98372P
876
(CUSIP
Number of Class of Securities)
Kirstin
Romann Gould, Esq.
Executive
Vice President, General Counsel and Secretary
XL
Capital Ltd
One
Bermudiana Road
Hamilton,
Bermuda HM 11
(441)
292-8515
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications on Behalf of Filing Persons)
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Copy
to:
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Noah
Newitz, Esq.
Cahill
Gordon & Reindel LLP
80
Pine Street
New
York, New York 10005
(212)
701-3000
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CALCULATION
OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$165,000,000
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$6,484.50
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*
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Calculated
solely for purposes of determining the amount of the filing fee. Pursuant
to rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the
Transaction Valuation was calculated assuming that all of the 20,000,000
outstanding shares of Series C Preference Ordinary Shares, par value $0.01
per preference share and liquidation preference $25.00 per preference
share, are being purchased at the tender offer price of $8.25 per
preference share.
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**
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The
amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of
the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #6
for Fiscal Year 2008 issued by the Securities and Exchange Commission,
equals $39.30 per million of the value of the
transaction.
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[X]
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Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its
filing.
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Amount
Previously Paid:
$6,484.50 Filing
Party: XL Capital Ltd
Form or
Registration No.: Schedule
TO
Date
Filed: February 27, 2009
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[ ]
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
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Check the
appropriate boxes below to designate any transactions to which the statement
relates:
[ ] third-party
tender offer subject to Rule 14d-1.
[
X] issuer
tender offer subject to Rule 13e-4.
[ ] going-private
transaction subject to Rule 13e-3.
[ ] amendment
to Schedule 13D under Rule 13d-2.
Check the
following box if the filing is a final amendment reporting the results of the
tender offer: [X]
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This
Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO originally filed with the Securities and Exchange
Commission on February 27, 2009, and amended by the filing of Amendment No. 1 to
the Schedule TO on March 6, 2009 (as so amended, the “Schedule TO”), by XL
Capital Ltd, a Cayman Islands exempted limited company (the “Company” or “XL
Capital”), relating to the offer by the Company to purchase for cash any and all
of its 20,000,000 outstanding Series C Preference Ordinary Shares, par value
$0.01 per share and liquidation preference $25.00 per share (the “Preference
Shares”) at a price of $8.25 per Preference Share, plus accrued but unpaid
dividends up to, but not including, the date the Preference Shares are
purchased, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated February 27,
2009 and amended on March 6, 2009 (the “Offer to Purchase”), and the related
Letter of Transmittal (the “Letter of Transmittal”), which together, as each may
be amended and supplemented from time to time, constitute the offer (the
“Offer”). This Amendment to the Schedule TO is intended to satisfy
the reporting requirements of Rule 13e−4(c)(4) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). The information contained in the Offer to
Purchase and the related Letter of Transmittal, previously filed with the
Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated
into this Amendment by reference in response to all of the items of the Schedule
TO, except that such information is hereby amended and supplemented to the
extent specifically provided herein.
Items 4
and
11.
Items
4(a) and 11(b) of the Schedule TO are hereby amended and supplemented by the
following:
On March
27, 2009, the Company issued a press release announcing the final results of the
Offer, which expired at 11:59 p.m., Eastern time, on March 26, 2009. A copy of
the press release is filed as Exhibit (a)(5)(B) to this Schedule TO and is
incorporated herein by reference.
Item
12.
Item 12
of the Schedule TO is hereby amended and supplemented to include the following
exhibit:
Exhibit (a)(5)(B) press release
announcing the final results of the Offer, dated March 27, 2009.
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SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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XL
CAPITAL LTD
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|||
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By:
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/s/
Fiona Muldoon
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Name:
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Fiona
Muldoon
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Title:
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Senior
Vice President, Global
Treasurer
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Dated: March 27, 2009
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EXHIBIT
INDEX
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Exhibit No.
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Description
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(a)(1)(A)
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Offer
to Purchase, dated February 27, 2009.*
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(a)(1)(B)
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Form
of Letter of Transmittal.*
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(a)(2)
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None
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(a)(3)
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None
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(a)(4)
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None
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(a)(5)(A)
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Press
release, dated February 27, 2009.*
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(a)(5)(B)
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Press
release, dated March 27, 2009.
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(b)
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None
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(d)(1)
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None
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(d)(2)
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None
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(g)
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None
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(h)
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None
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* Previously
filed on February 27, 2009
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Exhibit (a)(5)(B)|
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XL
Capital Ltd
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XL
House
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One
Bermudiana Road
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P.
O. Box HM 2245
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Hamilton
HM JX
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Bermuda
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Phone:
(441) 292-8515
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Fax:
(441) 292-5280
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Press
Release
| Contact: | David R. Radulski | Carol A. Parker Trott | ||
| Investor Relations | Media Relations | |||
| (441) 294-7460 | (441) 294-7290 |
XL
CAPITAL LTD COMPLETES TENDER OFFER
FOR
ITS SERIES C PREFERENCE ORDINARY SHARES
Hamilton,
Bermuda – March 27, 2009 - XL Capital Ltd (“XL” or the “Company”) (NYSE: XL)
announced today the final results of its tender offer for any and all of its
20,000,000 outstanding Series C Preference Ordinary Shares, liquidation
preference $25.00 per share (the “Preference Shares”). The tender offer expired
at 11:59 p.m., Eastern time, on Thursday, March 26, 2009.
Based on
the final count by Global Bondholder Services Corporation, the Depositary for
the tender offer, 12.7 million Preference Shares were properly tendered and not
withdrawn pursuant to the tender offer. The Company has accepted for purchase
all Preference Shares tendered. The Company will promptly pay $8.25 per
Preference Share, plus accrued but unpaid dividends up to, but not including,
the date the Preference Shares are purchased, in cash and without
interest.
Based on the final results, the
aggregate purchase price for the 12.7 million Preference Shares to be
purchased is approximately $104.7 million plus accrued and unpaid dividends. As
a result, a book value gain of approximately $211.8 million will be reflected in
the Company’s first quarter 2009 results. The final number of Preference Shares
to be purchased represents approximately 63.5% percent of the Company’s Preference
Shares that were outstanding prior to the expiration of the tender
offer
Goldman,
Sachs & Co. acted as the Dealer Manager for the tender offer. The Depositary
Agent and Information Agent of the tender offer was Global Bondholder
Services Corporation. Any questions with regard to the tender offer
should be directed to the Information Agent at (866) 857-2200 (U.S.
Toll-free).
THIS
PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE PREFERENCE
SHARES OR ANY OTHER SECURITIES. THE TENDER OFFER WAS MADE SOLELY
PURSUANT TO THE OFFER TO PURCHASE, DATED FEBRUARY 27, 2009 AND AMENDED ON MARCH
6, 2009 AND THE RELATED LETTER OF TRANSMITTAL, WHICH SET FORTH THE COMPLETE
TERMS OF THE TENDER OFFER.
XL
Capital Ltd, through its operating subsidiaries, is a leading provider of global
insurance and reinsurance coverages to industrial, commercial and professional
service firms, insurance companies and other enterprises on a worldwide
basis. More information about XL Capital Ltd is available at
www.xlcapital.com.
# #
#
This
press release contains forward-looking statements. Such statements
involve inherent risks and uncertainties. Statements that are not
historical facts, including statements about XL’s beliefs 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 events or results to differ
materially from those in such forward-looking statements include the important
factors 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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