As filed with the Securities and Exchange Commission on March 10, 2003
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 1995 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, Rowe & Maw
190 S. LaSalle Street
Chicago, Illinois 60603
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount
Title of Amount Offering Aggregate of
Securities to to be Price Per Offering Registration
be Registered Registered Share(1) Price(1) Fee
- -------------------------------------------------------------------------------
Ordinary
Shares
$.041666667
par value (2) 3,000,000 $27.01 $81,030,000 $6,556
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(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
March 6, 2003.
(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. 333-1402 and the
contents of the Company's Registration Statement on Form S-8, File No.
333-72299 (the "Prior Registration Statements") are incorporated herein by
reference. This Registration Statement covers shares which, together with
the 9,464,058 shares (after giving effect to the stock split) being carried
forward from the Prior Registration Statements and upon which a fee has
been paid, constitute the 12,464,058 registered shares issuable under the
ACE Limited 1995 Long-Term Incentive Plan.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 8. Exhibits.
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 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).
4.4 Special Resolutions adopted January 22, 2002 increasing the
number of Ordinary Shares and Other Shares (incorporated by
reference to Exhibit 3.3 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 5.1).
24.1 Powers of Attorney (included in signature pages).
99.1 Appointment of CT Corporation as U.S. agent for service of
process (Incorporation 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 (Incorporation by reference to
Exhibit 99.2 to Registration Statement on Form S-3 of the
Company (No.333-49257)).
S-2
SIGNATURES
Each person whose signature appears below constitutes and appoints,
Brian Duperreault, Philip Bancroft, 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
February 27, 2003.
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 February 27, 2003
- ----------------------- Chairman and Chief Executive
Brian Duperreault Officer; Director
/s/ Dominic Frederico February 27, 2003
- ----------------------- President, Chief Operating Officer;
Dominic Frederico Director
/s/ Philip V. Bancroft February 27, 2003
- ----------------------- Chief Financial Officer;
Philip V. Bancroft (Principal Financial
Officer)
/s/ Robert A. Blee February 27, 2003
- ----------------------- Chief Accounting Officer;
Robert A. Blee (Principal Accounting
Officer)
/s/ Donald Kramer February 27, 2003
- ----------------------- Vice Chairman; Director
Donald Kramer
/s/ Evan Greenberg
- ----------------------- Vice Chairman, Director February 27, 2003
Evan Greenberg
S-3
/s/ Michael G. Atieh
- ----------------------- Director February 27, 2003
Michael G. Atieh
/s/ Bruce L. Crockett Director February 27, 2003
- -----------------------
Bruce L. Crockett
/s/ Robert M. Hernandez
- ----------------------- Director February 27, 2003
Robert M. Hernandez
/s/ John A. Krol
- ----------------------- Director February 27, 2003
John A. Krol
/s/ Peter Menikoff
- ----------------------- Director February 27, 2003
Peter Menikoff
/s/ Thomas J. Neff
- ----------------------- Director February 27, 2003
Thomas J. Neff
/s/ Robert Ripp
- ----------------------- Director February 27, 2003
Robert Ripp
/s/ Walter A. Scott
- ----------------------- Director February 27, 2003
Walter A. Scott
/s/ Dermot F. Smurfit
- ----------------------- Director February 27, 2003
Dermot F. Smurfit
/s/ Robert W. Staley
- ----------------------- Director February 27, 2003
Robert W. Staley
/s/ Gary M. Stuart
- ----------------------- Director February 27, 2003
Gary M. Stuart
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: February 27, 2003
S-5
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).
4.4 Special Resolutions adopted January 22, 2002
increasing the number of Ordinary Shares and Other
Shares (incorporated by reference to Exhibit 3.3
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 5.1)
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)).
S-6