As filed with the Securities and Exchange Commission on April 12, 2002
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 Identification No.)
incorporation or organization)
The ACE Building
17 Woodbourne Avenue
Hamilton HM 08, Bermuda
(Address of principal executive offices) (zip code)
ACE Limited 1995 Outside Directors 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 Maximum
Offering Proposed Maximum
Title of Securities Amount to be Price Per Aggregate Offering Amount of
to be Registered Registered Share(1) Price(1) Registration Fee
---------------- ---------- -------------- -------- ----------------
Ordinary Shares
$.041666667 500,000 $43.23 $21,615,000 $1,989
par value (2)
(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 April 5, 2002.
(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. 333-1400, (the "Prior
Registration Statement") is incorporated herein by reference. This Registration
Statement covers 500,000 shares which, together with the 150,000 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 650,000 shares registered for issuance under the ACE Limited
Outside Directors 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 April 10, 2002.
ACE Limited
By: /s/ Brian Duperreault
----------------------------------------
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 April 10, 2002
- ------------------------
Brian Duperreault Chairman and Chief Executive
Officer; Director
April 10, 2002
/s/ Dominic Frederico President, Chief Operating
- ------------------------ Officer, Director
Dominic Frederico
April 10, 2002
/s/ Philip Bancroft Chief Financial Officer;
- ------------------------ (Principal Financial
Philip Bancroft Officer)
April 10, 2002
/s/ Robert A. Blee Chief Accounting Officer;
- ------------------------ (Principal Accounting
Robert A. Blee Officer)
/s/ Donald Kramer Vice Chairman; Director April 10, 2002
- ------------------------
Donald Kramer
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/s/ Michael G. Atieh Director April 10, 2002
- ------------------------
Michael G. Atieh
Director April 10, 2002
/s/ Bruce L. Crockett
- ------------------------
Bruce L. Crockett
/s/ Robert M. Hernandez Director April 10, 2002
- ------------------------
Robert M. Hernandez
/s/ John A. Krol Director April 10, 2002
- ------------------------
John A. Krol
Director _______, 2002
- ------------------------
Roberto Mendoza
/s/ Peter Menikoff Director April 10, 2002
- ------------------------
Peter Menikoff
/s/ Thomas J. Neff Director April 10, 2002
- ------------------------
Thomas J. Neff
/s/ Robert Ripp Director April 10, 2002
- ------------------------
Robert Ripp
/s/ Walter A. Scott Director April 10, 2002
- ------------------------
Walter A. Scott
/s/ Dermot F. Smurfit Director April 10, 2002
- ------------------------
Dermot F. Smurfit
/s/ Robert W. Staley Director April 10, 2002
- ------------------------
Robert W. Staley
/s/ Gary M. Stuart Director April 10, 2002
- ------------------------
Gary M. Stuart
/s/ Sidney F. Wentz Director April 10, 2002
- ------------------------
Sidney F. Wentz
S-4
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: April 10, 2002
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EXHIBIT INDEX
Exhibit Number Description of Document
- --------------- -----------------------
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
Company's Annual Report on Form 10-K for the year ended
December 31, 2001)
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)
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)).
S-6