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) – May 12, 2008
ACE Limited
(Exact name of registrant as specified in its charter)
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| Cayman Islands | | 001-11778 | | 98-0091805 |
| (State or other jurisdiction) | | (Commission File Number) | | (I.R.S. Employer of Incorporation Identification No.) |
ACE Global Headquarters
17 Woodbourne Avenue
Hamilton HM 08 Bermuda
(Address of principal executive offices)
Registrant’s telephone number, including area code: (441) 295-5200
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 (seeGeneral Instruction A.2. below):
| ¨ | 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 1.01. | Entry into a Material Definitive Agreement. |
On May 12, 2008, ACE INA Holdings Inc. agreed to sell in a public offering $450 million of 5.60% Senior Notes due 2015. The notes will be fully and unconditionally guaranteed by ACE Limited.
Attached as Exhibits 1.1 and 1.2 are copies of the underwriting agreement and terms agreement relating to such public offering.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| | 1.1 | Underwriting Agreement, dated as of May 12, 2008, between ACE INA Holdings Inc. and ACE Limited and the underwriters named in the related terms agreement |
| | 1.2 | Terms Agreement, dated as of May 12, 2008, between ACE INA Holdings Inc. and ACE Limited and Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC, as representatives of the several underwriters |
| | 4.1 | Form of 5.60% Senior Notes due 2015 |
| | 5.1 | Opinion of Maples and Calder |
| | 5.2 | Opinion of Mayer Brown LLP |
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.
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| ACE LIMITED. |
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| By: | | /s/ Robert Cusumano |
| Name: | | Robert Cusumano |
| Title: | | General Counsel |
DATE: May 15, 2008
