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): May 12, 2005 (May 9, 2005)
AXIS CAPITAL HOLDINGS LIMITED
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(Exact name of registrant as specified in its charter)
Bermuda 001-31721 98-0395986
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
106 Pitts Bay Road HM 08
Pembroke, Bermuda
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 441-296-2600
Not Applicable
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(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))
Items 8.01 Other Events
On May 9, 2005, AXIS Capital Holdings Limited (the "Company") entered
into an underwriting agreement by and among the Company, Morgan Stanley & Co.
Incorporated and the selling shareholders listed on Schedule I thereto (the
"Selling Shareholders") for the sale of 11,580,080 common shares, par value
$0.0125 of the Company (the "Common Shares") held by the Selling Shareholders
and attached to this report as Exhibit 1.1. The Common Shares were sold under
the Company's Form S-3 shelf registration statement (File No. 333-118023). The
Company will not receive any proceeds from the sale of the Common Shares by the
Selling Shareholders.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
1.1 Underwriting Agreement, dated May 9, 2005, by and among the Company,
Morgan Stanley & Co. Incorporated, as underwriter and the selling
shareholders named in Schedule I thereto.
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: May 12, 2005 AXIS CAPITAL HOLDINGS LIMITED
By: /s/ Carol S. Rivers
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Carol S. Rivers
General Counsel and Secretary
EXHIBIT INDEX
Exhibit Description of Document
Number
1.1 Underwriting Agreement, dated May 9, 2005, by and among the
Company, Morgan Stanley & Co. Incorporated, as underwriter
and the selling shareholders named in Schedule I thereto.