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
Date of Report (Date of earliest event reported): July 27, 1998
EXEL LIMITED
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(Exact Name of Registrant as Specified in its Charter)
Cayman Islands 1-10804 98-0058718
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(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
Cumberland House, 1 Victoria Street, Hamilton, Bermuda HM 11
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(Address of Principal Executive Offices) (Zip Code)
(441) 292-8515
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On July 27, 1998, EXEL Limited ("EXEL") issued the press release attached
as Exhibit 99.1 announcing the selection of Sir Brian Corby, Robert R. Glauber
and Paul Jeanbart, currently directors of Mid Ocean Limited ("Mid Ocean"), as
designees to be directors of Exel Merger Company Limited ("New EXEL") following
the effective time of the schemes of arrangement (the "Arrangements") pursuant
to which EXEL and Mid Ocean will become wholly owned subsidiaries of New EXEL.
On July 15, 1998, cash election forms and other customary transmittal
materials were mailed to shareholders of EXEL and shareholders of Mid Ocean who
are eligible to exchange their shares of EXEL and Mid Ocean, respectively, for
shares of New EXEL pursuant to the terms of the Arrangements.
Pursuant the terms of the Arrangements, holders of EXEL shares and Mid
Ocean shares who choose to receive cash in lieu of exchanging their EXEL shares
or Mid Ocean shares for New EXEL shares shall receive $81.23125 in cash in
respect of each New EXEL share they would have been entitled to receive (which
amount is equal to the average of the closing sales prices for an EXEL share on
the New York Stock Exchange during the ten consecutive trading days beginning
July 15, 1998 and ending July 28, 1998). The deadline for receipt of the cash
elections is 5:00 p.m. on August 1, 1998.
If the amount of cash that would be issued in the Arrangements in respect
of all the EXEL shares and Mid Ocean shares electing to receive cash is more
than $300 million, then $204 million of the cash shall initially be made
available to EXEL shareholders (on a pro rata basis) and $96 million of the cash
shall initially be made available to Mid Ocean shareholders (on a pro rata
basis). If the cash pool available to either group of shareholders is not fully
subscribed for within such group, then the excess cash shall be made available
to the other group of shareholders.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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Exhibit Description
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99.1 Text of press release, dated July 27, 1998, issued
by EXEL Limited.
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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: July 28, 1998
EXEL LIMITED
By:/s/Paul S. Giordano
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Paul S. Giordano
Secretary and General Counsel
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EXHIBIT INDEX
Exhibit Description
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99.1 Text of press release, dated July 27, 1998, issued
by EXEL Limited.
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