catastrophe carrier, GCR Holdings Ltd., after the midnight Wednesday expiration of its tender offer arrived with owners of more than 23 million shares accepting the cash offer.

EXEL said yesterday that through its wholly-owned subsidiary, EXEL Acquisition Ltd., a total of 23,071,143 shares of GCR Holdings Ltd. were accepted from GCR shareholders.

As a result of the deal, EXEL would own more than 90 percent of GCR's outstanding ordinary shares, requiring remaining shareholders to sell their stock as well.

The deal was contingent on EXEL acquiring 75 percent of the outstanding shares. Both companies are regulated under Cayman Islands law, which considers the holding of 75 percent of a company an amalgamation.

The next step in the acquisition includes a compulsory acquisition of shares under Cayman Island law, and notice given by EXEL Acquisition to all outstanding shareholders that EXEL is to pay $27 a share in cash.

And with regard to the agreement and plan of amalgamation between GCR and EXEL, members of GCR's board of directors, other than two outside directors, have resigned and are being replaced by new directors designated by EXEL.

The ordinary shares of GCR will be deregistered under the US securities laws and delisted from the Nasdaq National Market.

Last month, EXEL Ltd. said it had signed an agreement to buy GCR Holdings Ltd.

for $637 million, or $27 a share.

Prior to that, EXEL owned 1.2 million GCR shares, representing about five percent of the 24.8 million shares outstanding.

GCR's major shareholders had included Goldman Sachs and broker and captive manager, Johnson & Higgins (J&H) in New York, which was just bought out by rival broker, Marsh & McLennan.

Goldman Sachs, J&H and company executives collectively held a total of 12 percent of GCR shares.

The deal boosts EXEL's assets to about $5.53 billion from $5 billion.