XL Capital Ltd - 8K - 05/31/06
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): May 31,
2006
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XL
CAPITAL LTD
(Exact
name of registrant as specified in its charter)
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|
Cayman
Islands
|
1-10809
|
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
May
31, 2006, 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 Amendment
No. 1 (the “Amendment”) to the Note Purchase Agreement, dated as of April 12,
2001 (the “Agreement”), between the Account Parties and the noteholders party to
the Agreement (the “Noteholders”).
The
Agreement relates to XLA’s 6.58% guaranteed senior notes due April 12, 2011. The
Amendment, among other things, provides that (i) no interest of the Company
and its subsidiaries in the registrant’s subsidiary Security Capital Assurance
Ltd (“SCA”) or any of its subsidiaries will be taken into account in determining
the consolidated stockholders’ equity of the Company and its subsidiaries,
(ii) SCA and its subsidiaries will be excluded from the defined terms
“Significant Subsidiary” and “Subsidiary” in the Agreement following the initial
public offering of common shares of SCA and (iii) certain transactions in
connection with the initial public offering of common shares of SCA will be
permitted under the terms of the asset sale covenant of the Agreement. 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
Noteholders party to the Agreement and/or 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.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
|
Exhibit
No.
|
Description
|
|
10.1
|
Amendment
No. 1, dated as of May 31, 2006, to the Note Purchase Agreement,
dated as
of April 12, 2001, relating to XLA’s 6.58% guaranteed senior notes due
April 12, 2011.
|
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 6,
2006
XL
CAPITAL LTD
(Registrant)
By:
/s/
Kirstin Gould
Name: Kirstin
Gould
Title: Senior
Vice President,
Chief Corporate Legal Officer &
Secretary