UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____ TO _____
COMMISSION FILE NUMBER 1-10804
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 HM 11 (441) 292-8515
(Address of principal executive (Registrant's telephone number,
offices and zip code) including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Class A Ordinary Shares, Par Value $0.01 per Share New York Stock Exchange, Inc.
Series A 8.00% Preference Ordinary Shares, Par Value $0.01 per Share New York Stock Exchange, Inc.
Series B 7.625% Preference Ordinary Shares, Par Value $0.01 per Share New York Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer as
defined in Rule 12b-2 of the Act. Yes [X] No [ ]
The aggregate market value of the voting common equity of the registrant
held by non-affiliates of the registrant on March 1, 2004 was approximately
$10.4 billion computed upon the basis of the closing sales price of the Class A
Ordinary Shares on that date. For purposes of this computation, ordinary shares
held by directors and officers of the registrant have been excluded. Such
exclusion is not intended, nor shall it be deemed, to be an admission that such
persons are affiliates of the registrant.
As of March 5, 2004, there were outstanding 138,027,557 Class A Ordinary
Shares, $0.01 par value per share, of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
THE REGISTRANT'S DEFINITIVE PROXY STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO REGULATION 14A ON MARCH 26, 2004 RELATING TO THE
ANNUAL MEETING OF ORDINARY SHAREHOLDERS TO BE HELD ON APRIL 30, 2004 IS
INCORPORATED BY REFERENCE INTO PART III OF THIS FORM 10-K/A.
EXPLANATORY NOTE:
This Annual Report on Form 10-K/A has been filed by the Registrant to amend
Item 12 of Part III "Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters" of the Annual Report on Form 10-K
for the year ended December 31, 2003 filed by the Registrant on March 15, 2004.
In addition, pursuant to the rules of the Securities and Exchange Commission,
the Registrant is including with this Annual Report on Form 10-K/A certain
currently dated certifications.
Except as described above, the information contained in the
Registrant's 2003 Form 10-K as originally filed with the Securities and Exchange
Commission has not been updated or amended.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table summarizes the Company's equity compensation plan
information as of December 31, 2003:
---------------------------------------------------------------------------------------------------------------------
Number of securities
remaining available for
Number of securities to be Weighted-average exercise future issuance under
issued upon exercise of price of outstanding equity compensation plans
outstanding options, options, warrants and (excluding securities
warrants and rights rights reflected in column (a))
Plan Category (a) (b) (c)
---------------------------------------------------------------------------------------------------------------------
Equity compensation plans 11,337,721 $73.00 8,573,337 (1)
approved by security holders
---------------------------------------------------------------------------------------------------------------------
Equity compensation plans not 443,507 $50.00 134,344 (3)
approved by security holders
(2)
---------------------------------------------------------------------------------------------------------------------
Total 11,781,228 $72.13 8,707,681
---------------------------------------------------------------------------------------------------------------------
----------------
(1) 500,950 shares may be issued as awards of restricted stock, restricted
stock units or performance shares.
(2) The Company's 1999 Performance Incentive Program for Employees (the
"1999 Program") provides for grants of non-statutory stock options,
restricted stock, performance shares and performance units to
employees of the Company and its subsidiaries who are not subject to
the reporting requirements of Section 16(a) of the Securities Exchange
Act of 1934. The 1999 Program is administered by the Board of
Directors of the Company or the Compensation Committee, as determined
from time to time by the Board of Directors.
(3) 134,344 shares may be issued as awards of restricted stock or
performance shares.
The remaining information required by this Item is set forth in the
Registrant's Definitive Proxy Statement filed with the Securities and Exchange
Commission pursuant to Regulation 14A on March 26, 2004 relating to the annual
meeting of ordinary shareholders to be held on April 30, 2004, which information
is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
XL CAPITAL LTD
By /s/ BRIAN M. O'HARA
------------------------------------
Brian M. O'Hara
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ BRIAN M. O'HARA President, Chief Executive Officer and Director April 29, 2004
-------------------------------------- (Principal Executive Officer)
Brian M. O'Hara
* /s/ JERRY M. DE ST. PAER Executive Vice President (Principal Financial Officer April 29, 2004
-------------------------------------- and Principal Accounting Officer)
Jerry M. De St Paer
* /s/ MICHAEL P. ESPOSITO JR. Director and Chairman of the Board of Directors April 29, 2004
--------------------------------------
Michael P. Esposito, Jr.
* /s/ RONALD L. BORNHUETTER Director April 29, 2004
--------------------------------------
Ronald L. Bornhuetter
* /s/ DALE COMEY Director April 29, 2004
--------------------------------------
Dale Comey
* /s/ ROBERT R. GLAUBER Director April 29, 2004
--------------------------------------
Robert R. Glauber
* /s/ PAUL E. JEANBART Director April 29, 2004
--------------------------------------
Paul E. Jeanbart
* /s/ JOHN LOUDON Director April 29, 2004
--------------------------------------
John Loudon
* /s/ ROBERT S. PARKER Director April 29, 2004
--------------------------------------
Robert S. Parker
* /s/ CYRIL E. RANCE Director April 29, 2004
--------------------------------------
Cyril E. Rance
* /s/ ALAN Z. SENTER Director April 29, 2004
--------------------------------------
Alan Z. Senter
* /s/ JOHN T. THORNTON Director April 29, 2004
--------------------------------------
John T. Thornton
* /s/ ELLEN E. THROWER Director April 29, 2004
--------------------------------------
Ellen E. Thrower
* /s/ JOHN W. WEISER Director April 29, 2004
--------------------------------------
John W. Weiser
* By: /s/ BRIAN M. O'HARA
-----------------------------
Brian M. O'Hara
ATTORNEY-IN-FACT