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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1 DATED MARCH 24, 2004
TO FORM 8-A FILED ON MARCH 22, 2004
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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XL CAPITAL LTD
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS 98-0191089
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
XL HOUSE, ONE BERMUDIANA ROAD, HAMILTON, BERMUDA HM11
(Address of principal executive offices and zip code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered Name of each exchange on which
each class is to be registered
6.50% EQUITY SECURITY UNITS THE NEW YORK STOCK EXCHANGE
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
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Securities Act registration statement file number to which this form
relates (if applicable): 333-101288
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of class)
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The undersigned registrant hereby amends the Form 8-A originally filed
on March 22, 2004 relating to the registration of 6.50% Equity Security Units of
XL Capital Ltd (the "Company" or the "Registrant") to read in its entirety as
set forth herein.
ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of Registrant's securities to be registered is herein
incorporated by reference to the information set forth under the captions
"Description of the Equity Security Units" and "Description of the Senior Notes"
in the Prospectus Supplement dated March 17, 2004 and under the captions
"Description of XL Capital Ordinary Share Purchase Contracts and Ordinary Share
Purchase Units," "Description of XL Capital Debt Securities" and "Description of
XL Capital Ordinary Shares" in the accompanying Prospectus dated June 19, 2003,
each as filed with the Securities and Exchange Commission (the "Commission") on
March 19, 2004 pursuant to Rule 424(b) under the Securities Act of 1933, as
amended.
ITEM 2: EXHIBITS.
The following exhibits are filed as a part of this registration
statement:
EXHIBIT NO. DESCRIPTION
1.1 Underwriting Agreement, dated March 17, 2004, by and
among the Registrant and Goldman, Sachs & Co. and the
other underwriters named on SCHEDULE I of the related
Pricing Agreement, as Underwriters, incorporated by
reference to Exhibit 1.1 to the Current Report on Form
8-K, filed by the Registrant with the Commission on
March 24, 2004.
1.2 Pricing Agreement, dated March 17, 2004, by and among
the Registrant and Goldman, Sachs & Co. and the other
underwriters named on SCHEDULE I thereto, as
Underwriters, incorporated by reference to Exhibit 1.2
to the Current Report on Form 8-K, filed by the
Registrant with the Commission on March 24, 2004.
4.1 Indenture, dated as of January 23, 2003, between the
Registrant and U.S. Bank National Association, as
Trustee, incorporated by reference to Exhibit 4.1 to
Amendment No. 1 to the Registration Statement on Form
S-3, filed by the Registrant with the Commission on
January 23, 2003 (File No. 333-101288).
4.2 First Supplemental Indenture, dated March 23, 2004, to
the Indenture, dated January 23, 2003, between the
Registrant and U.S. Bank National Association, as
Trustee, incorporated by reference to Exhibit 4.2 to
the Current Report on Form 8-K, filed by the
Registrant with the Commission on March 24, 2004.
4.3 Purchase Contract Agreement, dated March 23, 2004,
between the Registrant and U.S. Bank National
Association, as Purchase Contract Agent, incorporated
by reference to Exhibit 4.3 to the Current Report on
Form 8-K, filed by the Registrant with the Commission
on March 24, 2004.
4.4 Pledge Agreement, dated March 23, 2004, by and among
the Registrant and U.S. Bank Trust National
Association, as Collateral Agent, Custodial Agent and
Securities Intermediary, and U.S. Bank National
Association, as Purchase Contract Agent, incorporated
by reference to Exhibit 4.4 to the Current Report on
Form 8-K, filed by the Registrant with the Commission
on March 24, 2004.
4.5 Form of Remarketing Agreement to be entered into by
and among the Registrant and U.S. Bank National
Association, as Purchase Contract Agent, and a
remarketing agent to be named therein, as Remarketing
Agent, incorporated by reference to Exhibit 4.5 to the
Current Report on Form 8-K, filed by the Registrant
with the Commission on March 24, 2004.
4.6 Form of Normal Units Certificate (included in Exhibit
4.3 hereto).
4.7 Form of Stripped Units Certificate (included in Exhibit
4.3 hereto).
4.8 Form of Senior Note (included in Exhibit 4.2 hereto).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: March 24, 2004
XL CAPITAL LTD
(Registrant)
By: /s/ Jerry de St. Paer
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Name: Jerry de St. Paer
Title: Executive Vice President and
Chief Financial Officer