As filed with the Securities and Exchange Commission on December 31, 2001
Registration No. 333-_____
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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
17 Woodbourne Avenue
Hamilton HM 08, Bermuda
(Address of principal executive offices) (zip code)
ACE Limited Elective Deferred Compensation Plan
ACE Limited Supplemental Retirement Plan
ACE USA Supplemental Employee Retirement Savings Plan
ACE USA Officer Deferred Compensation Plan
(Full title of the plans)
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
_________________________________________
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Securities Amount to be Proposed Maximum Aggregate Offering Amount of
to be Registered Registered Offering(1) Price(1) Registration Fee
---------------- ---------- ----------- -------- ----------------
Ordinary Shares
$.041666667
par value (2) 200,000 $38.65 $7,730,000 $1,847
(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
December 21, 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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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which have heretofore been filed by the
registrant with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated by reference herein and shall be deemed to be a part hereof:
(a) Annual Report on Form 10-K for the year ended December 31, 2000.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.
(c) Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2001.
(d) Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.
(e) Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001.
(f) Current Report on Form 8-K filed September 13, 2001.
(g) Current Report on Form 8-K filed September 25, 2001.
(h) Two Current Reports on Form 8-K each filed October 25, 2001.
(i) Current Report on Form 8-K filed October 30, 2001.
(j) Current Report on Form 8-K filed December 21, 2001.
(k) Description of Ordinary Shares included in the Registration Statement
on Form 8-A dated March 2, 1993 as amended by Amendment No. 1 thereto dated
March 11, 1993 filed under Section 12 of the Exchange Act.
(l) Description of Series A Junior Participating Preference Shares
included in Registration Statement on Form 8-A dated May 7, 1999 filed
under Section 12 of the Exchange Act.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated herein by reference and shall be deemed a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 100 of the Company's Articles of Association contains
provisions with respect to indemnification of the Company's officers and
directors. Such provision provides that the Company shall indemnify, in
accordance with and to the full extent now or hereafter permitted by law,
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, without limitation,
an action by or in the right of the Company), by reason of his acting as a
director, officer, employee or agent of, or his acting in any other
capacity for or on behalf of, the Company, against any liability or expense
actually and reasonably incurred by such person in respect thereof. The
Company may also advance the expenses of defending any such act, suit or
proceeding in accordance with and to the full extent now or hereafter
permitted by law. Such indemnification and advancement of expenses are not
exclusive of any other right to indemnification or advancement of expenses
provided by law or otherwise.
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The Companies Law (1995 Revision) of the Cayman Islands does not set
out any specific restrictions on the ability of a company to indemnify
officers or directors. However, the application of basic principles and
certain Commonwealth case law which is likely to be persuasive in the
Cayman Islands would indicate that indemnification is generally permissible
except in the event that there had been fraud or willful default on the
part of the officer of director or reckless disregard of his duties and
obligations to the Company.
The Company in the past has entered into underwriting agreements which
provide for indemnification, under certain circumstances, of the Company, its
officers and its directors by the underwriters.
Directors and officers of the Company are also provided with
indemnification against certain liabilities pursuant to a directors and
officers liability insurance policy. Coverage is afforded for any loss that
the insured's become legally obligated to pay by reason of any claim or
claims first made against the insured's or any of them during the policy
period from any wrongful acts that are actually or allegedly caused,
committed or attempted by the insured's prior to the end of the policy
period. Wrongful acts are defined as any actual or alleged error,
misstatement, misleading statement or act, omission, neglect or breach of
duty by the insured's while acting in their individual or collective
capacities as directors or officers of the Company, or any other matter
claimed against them by reason of their being directors or officers of the
Company. Certain of the Company's directors are provided, by their
employer, with indemnification against certain liabilities incurred as
directors of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index which is incorporated herein by reference.
Item 9. Undertakings.
A. Rule 415 Offering.
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The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
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(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the
information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the
registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the
registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference.
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The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
C. Indemnification of Directors and Officers.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
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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 December
28, 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
- --------- ----- ----
/s/ Brian Duperreault Chairman and Chief Executive December 28, 2001
- ---------------------- Officer; Director
Brian Duperreault
/s/ Dominic Frederico President, Chief Operating December 28, 2001
- --------------------- Officer
Dominic Frederico
/s/ Christopher Marshall Chief Financial Officer; December 28, 2001
- ------------------------- (Principal Financial
Christopher Marshall Officer)
/s/ Robert A. Blee Chief Accounting Officer; December 28, 2001
- ------------------- (Principal Accounting
Robert A. Blee Officer)
/s/ Donald Kramer Vice Chairman; Director December 28, 2001
- -----------------
Donald Kramer
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/s/ Michael G. Atieh Director December 28, 2001
- ---------------------
Michael G. Atieh
/s/ Bruce L. Crockett Director December 28, 2001
- ----------------------
Bruce L. Crockett
/s/ Robert M. Hernandez Director December 28, 2001
- ------------------------
Robert M. Hernandez
/s/ John A. Krol Director December 28, 2001
- -----------------
John A. Krol
/s/ Roberto Mendoza Director December 28, 2001
- --------------------
Roberto Mendoza
/s/ Peter Menikoff Director December 28, 2001
- -------------------
Peter Menikoff
/s/ Thomas J.Neff Director December 28, 2001
- ------------------
Thomas J. Neff
Director December 28, 2001
- --------------------
Robert Ripp
/s/ Walter A. Scott Director December 28, 2001
- --------------------
Walter A. Scott
/s/ Dermot F. Smurfit Director December 28, 2001
- ----------------------
Dermot F. Smurfit
/s/ Robert W. Staley Director December 28, 2001
- ---------------------
Robert W. Staley
/s/ Gary M. Stuart Director December 28, 2001
- -------------------
Gary M. Stuart
/s/ Sidney F. Wentz Director December 28, 2001
- --------------------
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
---------------------------------
Brian Duperreault
Date: December 28, 2001
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EXHIBIT INDEX
Exhibit Number
Number Description of Document Page
- -------------- ----------------------- ----
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))
23.1 Consent of PricewaterhouseCoopers LLP
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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