As filed with the Securities and Exchange Commission on December 5, 2003
Registration No. 333-66976
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________
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 HM11
Bermuda
(441) 292-8515
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
Paul S. Giordano, Esq.
Executive Vice President,
General Counsel and Secretary
XL Capital Ltd
c/o CT Corporation System
1633 Broadway
New York, New York 10019
(212) 246-5070
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________
Copy to:
Immanuel Kohn, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY 10005-1702
___________________
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
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DE-REGISTRATION
This Post-Effective Amendment No. 1 to our Registration Statement on Form
S-3 (No. 333-66976) (the "Registration Statement"), filed on August 7, 2001, as
amended by Amendment No. 1 to Form S-3, filed on August 28, 2001 and Amendment
No. 2 to Form S-3, filed on November 16, 2001, and subsequently declared
effective by the U.S. Securities and Exchange Commission, deregisters certain of
our Zero-Coupon Convertible Debentures due May 23, 2021 (the "Debentures") and
certain shares of our Class A Ordinary Shares ("Ordinary Shares"). We have
previously registered, pursuant to the Registration Statement, up to
$1,010,834,000 aggregate principal amount at maturity of the Debentures and an
indeterminate number of shares of our Ordinary Shares into which the Debentures
are convertible for resale by the selling security holders named therein. The
offering contemplated by the Registration Statement has terminated by virtue of
the expiration of our contractual obligation to maintain the effectiveness of
the Registration Statement. Pursuant to the undertaking contained in the
Registration Statement, we are filing this Post-Effective Amendment No. 1 to
de-register such number of Debentures and Ordinary Shares registered by the
Registration Statement as remain unsold as of the termination of the offering.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Jerry de St. Paer, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of XL
Capital Ltd, a Cayman Islands company, on Form S-3 under the Securities Act of
1933, as amended, and to any and all amendments thereto (including any
post-effective amendments, including any registration statement filed under Rule
462(b) under the Securities Act of 1933, as amended), and to cause the same to
be filed with the Securities and Exchange Commission, granting unto said
attorneys and each of them full power and authority to do and perform any act
and thing necessary and proper to be done in the premises, as fully and to all
intents and purposes as the undersigned could do if personally present, and the
undersigned hereby ratifies and confirms all that said attorneys or any one of
them shall lawfully do or cause to be done by virtue hereof.
Dated: December 5, 2003
/s/ Dale R. Comey
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Dale R. Comey
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hamilton and Country of
Bermuda, on December 5, 2003.
XL CAPITAL LTD
By: /s/ Jerry de St. Paer
--------------------------------------
Name: Jerry de St. Paer
Title: Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/ Brian M. O'Hara President, Chief Executive Officer and Director December 5, 2003
---------------------------------- (Principal Executive Officer)
Name: Brian M. O'Hara
/s/ Jerry de St. Paer Executive Vice President and Chief Financial December 5, 2003
---------------------------------- Officer (Principal Financial Officer and
Name: Jerry de St. Paer Principal Accounting Officer)
/s/ Michael P. Esposito, Jr. * Chairman and Director December 5, 2003
----------------------------------
Name: Michael P. Esposito, Jr.
/s/ Ronald L. Bornhuetter * Director December 5, 2003
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Name: Ronald L. Bornhuetter
/s/ Dale R. Comey * Director December 5, 2003
----------------------------------
Name: Dale R. Comey
/s/ Robert R. Glauber * Director December 5, 2003
----------------------------------
Name: Robert R. Glauber
/s/ Paul Jeanbart * Director December 5, 2003
----------------------------------
Name: Paul Jeanbart
/s/ John Loudon * Director December 5, 2003
----------------------------------
Name: John Loudon
/s/ Robert S. Parker * Director December 5, 2003
----------------------------------
Name: Robert S. Parker
Signature Title Date
--------- ----- ----
/s/ Cyril Rance * Director December 5, 2003
----------------------------------
Name: Cyril Rance
/s/ Alan Z. Senter * Director December 5, 2003
----------------------------------
Name: Alan Z. Senter
/s/ John T. Thornton * Director December 5, 2003
----------------------------------
Name: John T. Thornton
/s/ Ellen E. Thrower * Director December 5, 2003
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Name: Ellen E. Thrower
/s/ John W. Weiser * Director December 5, 2003
----------------------------------
Name: John W. Weiser
*By: /s/ Jerry de St. Paer
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Attorney-in-fact
EXHIBIT INDEX
24.1 Power of Attorney (for Dale R. Comey, included on a signature page
hereto, and for all other directors of the Registrant, included on a
signature page previously filed).