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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
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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ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of XL Capital Ltd's (the "Company" or the "Registrant")
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.
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.
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 Form of Supplemental Indenture, dated March , 2004, to the
Indenture, dated January 23, 2003, between the Registrant
and U.S. Bank National Association, as Trustee.
4.3 Form of Purchase Contract Agreement, dated March , 2004,
between the Registrant and U.S. Bank National Association,
as Purchase Contract Agent.
4.4 Form of Pledge Agreement, dated March , 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.
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, as Remarketing Agent.*
4.6 Form of Equity Unit Certificate (included in Exhibit 4.3
hereto).
4.7 Form of Stripped Unit Certificate (included in Exhibit 4.3
hereto).
4.8 Form of Senior Note (included in Exhibit 4.2 hereto)
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(*) To be filed by amendment or as an exhibit to a report filed under the
Securities Exchange Act of 1934, as amended and incorporated herein by
reference.
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 19, 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