As filed with the Securities and Exchange Commission on May 16, 2001
Registration No. ________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACE LIMITED
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS 98-0091805
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
The ACE Building
30 Woodbourne Avenue
Hamilton HM 08, Bermuda
(Address of principal executive offices) (zip code)
ACE Limited 1998 Long-Term Incentive Plan
(Full title of the plan)
Brian Duperreault
ACE Limited
c/o CT Corporation System
1633 Broadway
New York, New York 10019
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (441) 295-5200
copy to
Laura D. Richman
Mayer, Brown & Platt
190 S. LaSalle Street
Chicago, Illinois 60603
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
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Ordinary
Shares,
$.041666667
par value (2) 11,569,184 $34.8950 $403,706,676 $100,927
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 on the basis
of the average of the high and low prices of the Ordinary Shares
reported on the New York Stock Exchange Composite Tape on May 10,
2001.
(2) Also includes preferred share purchase rights. Prior to the
occurrence of certain events, the Rights will not be exercisable or
evidenced separately from the Ordinary Shares.
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Pursuant to General Instruction E to Form S-8, the contents of the
Company's Registration Statement on Form S-8, File No. 333-72301, (the
"Prior Registration Statement") is incorporated herein by reference. This
Registration Statement covers 11,569,184 shares which, together with the
9,682,823 shares (after giving effect to the Registrant's stock split)
being carried forward from the Prior Registration Statement and upon which
a fee has previously been paid, constitute the 21,252,007 shares issuable
under the ACE Limited 1998 Long-Term Incentive Plan.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 8. Exhibits.
See Exhibit Index which is incorporated herein by reference.
S-2
SIGNATURES
Each person whose signature appears below constitutes and appoints,
Brian Duperreault, Dominic Frederico, Peter N. Mear and Keith White and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, with full power of substitution and resubstitution, for and in
the name, place and stead of the undersigned, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, full to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hamilton, Bermuda, on May 11,
2001.
ACE Limited
By: /s/ Brian Duperreault
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Its: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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/s/ Brian Duperreault Chairman and Chief Executive May 11, 2001
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Brian Duperreault
/s/ Christopher Z. Marshall Chief Financial Officer; May 11, 2001
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Christopher Z. Marshall Officer)
/s/ Robert A. Blee Chief Accounting Officer; May 11, 2001
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Robert A. Blee Officer)
/s/ Donald Kramer Vice Chairman; Director May 11, 2001
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Donald Kramer
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/s/ Michael G. Atieh Director May 11, 2001
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Michael G. Atieh
/s/ Bruce L. Crockett Director April 17, 2001
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Bruce L. Crockett
/s/ Meryl D. Hartzband Director May 11, 2001
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Meryl D. Hartzband
/s/ Robert M. Hernandez Director March 23, 2001
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Robert M. Hernandez
/s/ Roberto Mendoza Director May 13, 2001
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Roberto Mendoza
/s/ Peter Menikoff Director May 11, 2001
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Peter Menikoff
/s/ Thomas J. Neff Director May 11, 2001
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Thomas J. Neff
/s/ Robert Ripp Director May 11, 2001
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Robert Ripp
/s/ Walter A. Scott Director April 18, 2001
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Walter A. Scott
/s/ Dermot F. Smurfit Director May 11, 2001
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Dermot F. Smurfit
/s/ Robert W. Staley Director March 26, 2001
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Robert W. Staley
/s/ Gary M. Stuart Director March 28, 2001
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Gary M. Stuart
/s/ Sidney F. Wentz Director May 11, 2001
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Sidney F. Wentz
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the
undersigned as the duly authorized representative of ACE Limited in the
United States.
/s/ Brian Duperreault
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Brian Duperreault
Date: May 11, 2001
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EXHIBIT INDEX
Exhibit Number Description of Document Page
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Number
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4.1 Memorandum of Association of the Company
(Incorporated by reference to Exhibit 3.1
to the Company's Annual Report on Form 10-K for
the year ended September 30, 1998)
4.2 Articles of Association of the Company
(Incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year
ended September 30, 1998)
4.3 Specimen certificate representing Ordinary
Shares (Incorporated by reference to Exhibit 4.3
to the Registration Statement on Form S-1 of the
Company (No. 33-57206))
5.1 Opinion of Maples and Calder as to the legality
of the Ordinary Shares
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Maples and Calder (included in
Exhibit 5.1)
24.1 Powers of Attorney (included in signature pages)
99.1 Appointment of CT Corporation as U.S. agent for
service of process (incorporated by reference to
Exhibit 99.1 to Registration Statement on Form
S-1 of the Company (No. 33-72118)).
99.2 Confirmation of appointment of CT Corporation
System as U.S. agent for service of process
(incorporated by reference to Exhibit 99.2 to
Registration Statement on Form S-3 of the
Company (No. 333-49257)).
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