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) July 28, 2009
ACE LIMITED
(Exact name of registrant as specified in its charter)
| | | | |
| Switzerland | | 1-11778 | | 98-0091805 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
Bärengasse 32
Zurich, CH-8001
Switzerland
(Address of principal executive offices)
Registrant’s telephone number, including area code: +41 (0)43 456 76 00
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
At the company’s 2009 annual general meeting, the company’s shareholders approved a dividend in the form of a par value reduction payable in four quarterly installments. The dividend approval provides for an annual par value reduction of 1.36 Swiss francs (CHF), which was equal to US$1.24 per share, or $0.31 per quarter, at the time of the annual general meeting. The actual CHF amount for each installment, however, will be adjusted up or down to equal $0.31 near the time of payment, subject to an aggregate cap for the four installments of CHF 2.04, as further described in the company’s proxy statement/prospectus dated April 7, 2009.
For the first of such installments, in accordance with the shareholder approval, the par value reduction amount was fixed at CHF 0.33 based on the published USD/CHF exchange rate on July 23, 2009. To accomplish such installment, the company adjusted its Articles of Association on July 24, 2009 to reflect the number of shares issued out of conditional share capital since March 28, 2009, and on July 28, 2009 to confirm the par value reduction of CHF 0.33. The company’s amended and restated Articles of Association became effective upon their filing with the commercial register of the Canton of Zurich, Switzerland on July 28, 2009 and as a result, the company’s par value is now CHF 32.51 per share.
Accordingly, the dividend will be paid to the company’s shareholders of record at the close of business on August 10, 2009, as anticipated. A copy of the amended and restated Articles of Association is attached hereto as Exhibit 3 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| | |
Exhibit
Number | | Description |
3 | | Articles of Association of the company, as amended and restated |
| |
4 | | Articles of Association of the company, as amended and restated (Incorporated by reference to Exhibit 3) |
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 thereunto duly authorized.
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| ACE LIMITED |
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| By: | | /s/ Robert F. Cusumano |
| | Robert F. Cusumano |
| | General Counsel |
DATE: July 28, 2009
