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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8K
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
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THE CHUBB CORPORATION
(Exact name of Registrant as Specified in Charter)
New Jersey 1-8661 13-2595722
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
15 Mountain View Road PO Box 1615
Warren, New Jersey 07061-1615
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (908) 903-3607
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
The Chubb Corporation ("Parent") has entered into an Agreement and Plan
of Merger, dated as of February 6, 1999 (the "Merger Agreement"), with
Executive Risk Inc. (the "Company") 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, the
Parent and 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 $71.71 per share.
Also in conjunction with the execution of the Merger Agreement, Parent
and certain directors of the Company who own stock of the Company entered into
a Voting Agreement under which the directors have agreed to vote all of their
shares in favor of the Merger and against any competing transaction.
On February 8, 1999, Parent and the Company issued a joint press release
announcing the execution of the Merger Agreement. The foregoing description of
the Merger Agreement, Stock Option Agreement, Voting 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, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Joint Press Release dated February 8, 1999.
99.2 Agreement and Plan of Merger dated February 6, 1999.
99.3 Stock Option Agreement dated February 6, 1999.
99.4 Voting Agreement dated February 6, 1999.
SIGNATURE
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 thereunto duly authorized.
THE CHUBB CORPORATION
By: /s/ Robert Rusis
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Name: Robert Rusis
Title: Senior Vice President
and General Counsel
February 10, 1999
EXHIBIT INDEX
99.1 Joint Press Release dated February 8, 1999.
99.2 Agreement and Plan of Merger dated February 6, 1999.
99.3 Stock Option Agreement dated February 6, 1999.
99.4 Voting Agreement dated February 6, 1999.