XL Capital Ltd - 8K - 06/07/06
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): June 7,
2006
————————————
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
8.01. Other Events.
On
June
7, 2006, subsidiaries of XL Capital Ltd (the “Company”), entered into an
agreement (the “Agreement”) with Winterthur Swiss Insurance Company (“WSIC”).
The purpose of this Agreement is to release all actual or potential disputes,
claims or issues arising out of or related in any way to: (i) the Liquidity
Facility and the Sellers Retrocession Agreements, as well as (ii) subject to
certain exceptions, the Sale and Purchase Agreement (the “SPA”), as amended,
between XL Insurance (Bermuda) Ltd (“XLI”) and WSIC. The Company does not expect
to record a charge in connection with this Agreement in the second quarter
of
2006.
The
Agreement further provides for a four-year term, collateralized escrow
arrangement (the “Fund”) of up to $185 million (plus interest) to protect XLI
and other subsidiaries from future nonperforming third party reinsurance
related
to the Winterthur International business. The Fund has been structured to align
the parties’ interests by providing for any
sums
remaining in the Fund at the end of its term to be shared in agreed percentages.
The
Agreement replaces the protections provided to XLI from WSIC for reinsurance
receivables and recoverables under the Liquidity Facility and Sellers
Retrocession Agreements described in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2005 and the Company’s Quarterly Report on Form
10-Q for the quarter ended March 31, 2006.
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 7,
2006
XL
CAPITAL LTD
(Registrant)
By:
/s/
Fiona Luck
Name:
Fiona
Luck
Title:
Executive
Vice President,
Global Head of Corporate Services &
Assistant
Secretary