1
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): February 6, 1999
Executive Risk Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-12800 06-1388171
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
82 Hopmeadow Street, Simsbury, Connecticut 06070
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 408-2000
2
Item 5. Other Events.
Executive Risk Inc. (the "Company") has entered into an Agreement and
Plan of Merger, dated as of February 6, 1999 (the "Merger Agreement"), with The
Chubb Corporation ("Parent") and Excalibur Acquisition, Inc., a wholly owned
subsidiary of Parent ("Sub"). The Merger Agreement provides for the merger of
Sub with and into the Company, with the Company as the surviving corporation. In
the merger, each outstanding share of common stock of the Company will be
converted into the right to receive 1.235 shares of common stock of Parent. In
connection with the execution of the Merger Agreement, Parent and the Company
entered into a Stock Option Agreement, dated as of February 6, 1999 (the "Stock
Option Agreement"), under which the Company has granted Parent an option,
exercisable under certain circumstances, to purchase 19.9% of the Company common
shares outstanding immediately prior to exercise at a price of $71.70 per share.
On February 8, 1999, Parent and the Company issued a joint press
release announcing the execution of the Merger Agreement. The foregoing
descriptions of the Merger Agreement, Stock Option Agreement and press release
are qualified in their entirety by reference to the full texts of such
documents, which are filed as exhibits hereto and incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
99.1 Joint press release, dated February 8, 1999, issued by Parent
and the Company.
99.2 Merger Agreement.
99.3 Stock Option Agreement.
2
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 hereunto duly authorized.
EXECUTIVE RISK INC.
By: /s/ Robert V. Deutsch
-----------------------------
Robert V. Deutsch
Executive Vice President,
Treasurer and Chief Financial
Officer
Date: February 9, 1999
3
4
INDEX TO EXHIBITS
99.1 Joint press release, dated February 8, 1999, issued by Parent and
the Company
99.2 Merger Agreement
99.3 Stock Option Agreement