As filed with the Securities and Exchange Commission on August 12, 1999
Registration No. 333-78841
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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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 Number)
incorporation or organization) CT Corporation System
The ACE Building 1633 Broadway
30 Woodbourne Avenue New York, New York 10019
Hamilton, HM 08, Bermuda (212) 664-1666
(441) 295-5200 (Name, address, including zip code, and
(Address, including zip code, and telephone number,
telephone number, including area code, of agent for
including area code, of Registrant's service)
principal executive offices)
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ACE INA HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 58-2457246
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization) Richard T. Gieryn, Jr.
c/o ACE USA, Inc. ACE USA, Inc.
Six Concourse Parkway Six Concourse Parkway, Suite 2500
Suite 2500 Atlanta, Georgia 30328
Atlanta, Georgia 30328 (770) 393-9955
(770) 393-9955 (Name, address, including zip code, and
(Address, including zip code, and telephone number,
telephone number, including area code, of agent for
including area code, of Registrant's service)
principal executive offices)
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ACE CAPITAL TRUST I
ACE CAPITAL TRUST II
ACE CAPITAL TRUST III
(Exact name of registrant as specified in its certificate of trust)
Delaware Each Applied For
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization) Richard T. Gieryn, Jr.
c/o ACE USA, Inc. ACE USA, Inc.
Six Concourse Parkway Six Concourse Parkway, Suite 2500
Suite 2500 Atlanta, Georgia 30328
Atlanta, Georgia 30328 (770) 393-9955
(770) 393-9955 (Name, address, including zip code, and
(Address, including zip code, and telephone number,
telephone number, including area code, of agent for
including area code, of Registrant's service)
principal executive offices)
Copies to:
Peter N. Mear Edward S. Best Norman D. Slonaker
General Counsel and Secretary Mayer, Brown & Platt Michael J. Schiavone
ACE Limited 190 South LaSalle Street Brown & Wood llp
The ACE Building Chicago, Illinois 60603 One World Trade Center
30 Woodbourne Avenue (312) 782-0600 New York, New York 10048
Hamilton, HM 08, Bermuda (212) 839-5300
(441) 295-5200
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Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
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EXPLANATORY NOTE
This Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-
78841) of ACE Limited, ACE INA Holdings Inc., ACE Capital Trust I, ACE Capital
Trust II and ACE Capital Trust III (the "Registration Statement"), initially
filed with the Securities and Exchange Commission on May 20, 1999, is being
filed solely to include additional exhibits as part of the Registration
Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection with the
issuance and distribution of the securities registered hereby, other than
underwriting discounts and commissions:
Securities and Exchange Commission registration fee.............. $1,112,000
Trustee's fees and expenses...................................... 50,000
Printing and engraving expenses.................................. 250,000
Rating agency fees............................................... 600,000
Accounting fees and expenses..................................... 150,000
Legal fees and expenses.......................................... 500,000
Blue Sky fees and expenses....................................... 10,000
Miscellaneous.................................................... 220,000
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Total........................................................ $2,900,000
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Item 15. Indemnification of Officers and Directors.
ACE
Section 100 of ACE's Articles of Association, filed as Exhibit 4.2 to this
registration statement, contains provisions with respect to indemnification of
ACE's officers and directors. Such provision provides that ACE 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 ACE), 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, ACE, against any liability or expense actually and reasonably
incurred by such person in respect thereof. ACE 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.
The Companies Law (Revised) 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 wilful default on the part of the officer or
director or reckless disregard of his duties and obligations to the company.
Directors and officers of ACE 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 insureds become legally
obligated to pay by reason of any claim or claims first made against the
insureds or any of them during the policy period from any wrongful acts that
are actually or allegedly caused, committed or attempted by the insureds 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 insureds while acting in their individual or collective
capacities as directors or officers of ACE, or any other matter claimed against
them by reason of their being directors or officers of ACE. Certain of ACE's
directors are provided, by their employer, with indemnification against certain
liabilities incurred as directors of ACE.
Reference is made to the forms of Underwriting Agreement filed as Exhibits
1.1 though 1.3 of this registration statement. The Underwriting Agreements
provide, among other things, that the underwriters are obligated, under certain
circumstances, to indemnify directors, certain officers and controlling persons
of ACE against certain liabilities, including liabilities under the Securities
Act of 1933, as amended.
II-1
ACE INA
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts of omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for payments of unlawful dividends or unlawful stock repurchases or
redemptions or (iv) for any transaction from which the director derived an
improper personal benefit. ACE INA's Certificate of Incorporation contains such
a provision.
Under Article VI of ACE INA's By-laws as currently in effect, as well as
under Section 10 of ACE INA's Certificate of Incorporation, each person who is
or was a director or officer of ACE INA, or who serves or served any other
enterprise or organization at the request of ACE INA, shall be indemnified by
ACE INA to the full extent permitted by the Delaware General Corporation Law.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person who, by reason of the fact that such
person is or was a director or officer of such corporation, is made (or
threatened to be made) a party to an action other than one brought by or on
behalf of the corporation, against reasonable expenses (including attorneys'
fees), judgments, fines and settlement payments, if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of such corporation and, in criminal actions, in addition, had
no reasonable cause to believe his conduct was unlawful. In the case of actions
on behalf of the corporation, indemnification may extend only to reasonable
expenses (including attorneys' fees) and only if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, provided that no such indemnification is
permitted in respect of any claim as to which such person is adjudged liable to
such corporation for negligence or misconduct in the performance of his duty to
the corporation unless and only to the extent that a court otherwise provides.
To the extent that such person has been successful in defending any action
(even one on behalf of the corporation), he is entitled to indemnification for
reasonable expenses (including attorneys' fees).
The indemnification provided for by the Delaware General Corporation Law is
not exclusive of any other rights of indemnification, and a corporation may
maintain insurance against liabilities for which indemnification is not
expressly provided by the Delaware General Corporation Law. ACE INA maintains a
liability insurance policy providing coverage for its directors and officers.
Reference is made to the forms of Underwriting Agreements filed as Exhibits
1.2 and 1.3 of this registration statement. The Underwriting Agreements
provide, among other things, that the underwriters are obligated, under certain
circumstances, to indemnify directors, certain officers and controlling persons
of ACE INA against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
Item 16. Exhibits and Financial Statement Schedules.
See Exhibit Index included herewith which is incorporated herein by
reference.
Item 17. Undertakings.
The undersigned registrants hereby undertake:
(a) 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
II-2
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 percent change in
the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(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)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with the
Commission by the registrants pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(b) 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.
(c) 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.
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
ACE's annual report pursuant to Section 13(a) or 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.
The undersigned registrants hereby undertake that:
(a) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrants pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this registration statement as of the time it was declared
effective; and
(b) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrants pursuant to the provisions set forth or described in Item 15 of
this registration statement, or otherwise, the registrants have been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by a registrant of expenses
incurred or paid by a director, officer or controlling person of such
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 registrants will, unless in the opinion of
their counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
them 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
Pursuant to the requirements of the Securities Act of 1933, ACE Limited
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hamilton, Bermuda, on the 12th day of August, 1999.
ACE LIMITED
By: /s/ Christopher Z. Marshall
__________________________________
Christopher Z. Marshall
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 12th day of August, 1999.
Signature Title
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/s/ Brian Duperreault Chairman, President and Chief Executive
___________________________________________ Officer; Director
Brian Duperreault
/s/ Christopher Z. Marshall Chief Financial Officer (Principal
___________________________________________ Financial Officer)
Christopher Z. Marshall
/s/ Robert A. Blee Chief Accounting Officer (Principal
___________________________________________ Accounting Officer)
Robert A. Blee
* Vice Chairman; Director
___________________________________________
Donald Kramer
* Director
___________________________________________
Michael G. Atieh
* Director
___________________________________________
Bruce L. Crockett
* Director
___________________________________________
Jeffrey W. Greenberg
* Director
___________________________________________
Meryl D. Hartzband
* Director
___________________________________________
Robert M. Hernandez
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Signature Title
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* Director
___________________________________________
Peter Menikoff
* Director
___________________________________________
Thomas J. Neff
* Director
___________________________________________
Glen M. Renfrew
* Director
___________________________________________
Robert Ripp
* Director
___________________________________________
Walter A. Scott
* Director
___________________________________________
Dermot F. Smurfit
* Director
___________________________________________
Robert W. Staley
* Director
___________________________________________
Gary M. Stuart
* Director
___________________________________________
Sidney F. Wentz
* By: /s/ Christopher Z. Marshall
---------------------------------
Attorney-in-Fact
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
August 12, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, ACE INA Holdings
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hamilton, Bermuda, on the 12th day of August, 1999.
ACE INA HOLDINGS INC.
By: /s/ Christopher Z. Marshall
___________________________________
Christopher Z. Marshall
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 12th day of August, 1999.
Signature Title
--------- -----
/s/ Brian Duperreault President and Director
___________________________________________
Brian Duperreault
/s/ Dominic J. Frederico Vice President and Director
___________________________________________
Dominic J. Frederico
/s/ Christopher Z. Marshall Treasurer and Director (Principal Financial
___________________________________________ and Accounting Officer)
Christopher Z. Marshall
/s/ Peter N. Mear Secretary and Director
___________________________________________
Peter N. Mear
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of ACE
Capital Trust I, ACE Capital Trust II and ACE Capital Trust III certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Hamilton,
Bermuda, on the 12th day of August, 1999.
ACE CAPITAL TRUST I
BY: ACE INA Holdings Inc., as
Depositor
By: /s/ Christopher Z. Marshall
___________________________________
Christopher Z.
Marshall
Chief Financial
Officer
ACE CAPITAL TRUST II
BY: ACE INA Holdings Inc., as
Depositor
By: /s/ Christopher Z. Marshall
___________________________________
Christopher Z.
Marshall
Chief Financial
Officer
ACE CAPITAL TRUST III
BY: ACE INA Holdings Inc., as
Depositor
By: /s/ Christopher Z. Marshall
___________________________________
Christopher Z.
Marshall
Chief Financial
Officer
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EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
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+1.1 Form of Underwriting Agreement relating to ordinary
shares, preferred shares, depositary shares, debt
securities and warrants of ACE Limited
*1.2 Form of Underwriting Agreement relating to debt
securities of ACE INA Holdings Inc., fully and
unconditionally guaranteed by ACE Limited
+1.3 Form of Underwriting Agreement relating to preferred
securities of ACE Capital Trust I, ACE Capital Trust II
and ACE Capital Trust III and preferred securities
guarantees of ACE Limited
+1.4 Form of Underwriting Agreement relating to stock purchase
contracts of ACE Limited
+1.5 Form of Underwriting Agreement relating to stock purchase
units of ACE Limited
4.1 Memorandum of Association of ACE Limited (incorporated by
reference to Exhibit 3.1 to the Registration Statement on
Form S-1 of ACE Limited (No. 33-57206))
4.2 Articles of Association of the ACE Limited (incorporated
by reference to Exhibit 3.2 to the Registration Statement
on Form S-1 of ACE Limited (No. 33-57206))
*4.3 Form of Senior Indenture between ACE Limited and The
First National Bank of Chicago
*4.4 Form of Subordinated Indenture between ACE Limited and
The First National Bank of Chicago
*4.5 Form of Senior Indenture among ACE INA Holdings Inc., ACE
Limited and The First National Bank of Chicago
*4.6 Form of Subordinated Indenture among ACE INA Holdings
Inc., ACE Limited and The First National Bank of Chicago
+4.7 Form of Standard Stock Warrant Provisions
+4.8 Form of Standard Debt Warrant Provisions
*4.9 Certificate of Trust of ACE Capital Trust I
*4.10 Certificate of Trust of ACE Capital Trust II
*4.11 Certificate of Trust of ACE Capital Trust III
*4.12 Trust Agreement of ACE Capital Trust I
*4.13 Trust Agreement of ACE Capital Trust II
*4.14 Trust Agreement of ACE Capital Trust III
*4.15 Form of Amended and Restated Trust Agreement of ACE
Capital Trust I
*4.16 Form of Amended and Restated Trust Agreement of ACE
Capital Trust II
*4.17 Form of Amended and Restated Trust Agreement of ACE
Capital Trust III
*4.18 Form of Preferred Securities Guarantee Agreement with
respect to the preferred securities issued by ACE Capital
Trust I
*4.19 Form of Preferred Securities Guarantee Agreement with
respect to the preferred securities issued by ACE Capital
Trust II
*4.20 Form of Preferred Securities Guarantee Agreement with
respect to the preferred securities issued by ACE Capital
Trust III
*5.1 Opinion of Maples and Calder as to the legality of the
ordinary shares and preferred shares
*5.2 Opinion of Mayer, Brown & Platt as to the legality of the
debt securities, stock warrants, debt warrants,
depositary shares, preferred securities, preferred
securities guarantees, stock purchase contracts and stock
purchase units
Sequential
Exhibit Page
Number Description Number
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*5.3A Opinion of Richards, Layton & Finger, P.A. relating to
ACE Capital Trust I
*5.3B Opinion of Richards, Layton & Finger, P.A. relating to
ACE Capital Trust II
Opinion of Richards, Layton & Finger, P.A. relating to
*5.3C ACE Capital Trust III
*12.1 Statement Re: Computation of Ratios
*23.2 Consent of Maples and Calder (included in Exhibit 5.1)
*23.3 Consent of Mayer, Brown & Platt (included in Exhibit 5.2)
*23.4 Consent of Richards, Layton & Finger, P.A. (included in
Exhibits 5.3A, 5.3B and 5.3C)
**23.5 Consent of PricewaterhouseCoopers LLP
**23.6 Consent of PricewaterhouseCoopers LLP
**24.1 Powers of Attorney
**25.1 Statement of Eligibility of The First National Bank of
Chicago on Form T-1, as trustee for the ACE Limited
Senior Indenture
**25.2 Statement of Eligibility of The First National Bank of
Chicago on Form T-1, as trustee for the ACE Limited
Subordinated Indenture (included in Exhibit 25.1)
**25.3 Statement of Eligibility of The First National Bank of
Chicago on Form T-1, as trustee for the ACE INA senior
indenture
**25.4 Statement of Eligibility of The First National Bank of
Chicago on Form T-1, as trustee for the ACE INA
subordinated indenture (included in Exhibit 25.3)
**25.5 Statement of Eligibility of The First National Bank of
Chicago on Form T-1, as Property Trustee for the Amended
and Restated Trust Agreement of ACE Capital Trust I
**25.6 Statement of Eligibility of The First National Bank of
Chicago on Form T-1, as Property Trustee for the Amended
and Restated Trust Agreement of ACE Capital Trust II
**25.7 Statement of Eligibility of The First National Bank of
Chicago on Form T-1, as Property Trustee for the Amended
and Restated Trust Agreement of ACE Capital Trust III
**25.8 Statement of Eligibility of The First National Bank of
Chicago on Form T-1, as Preferred Securities Guarantee
Trustee under the Preferred Securities Guarantee
Agreement of ACE Limited for the benefit of the holders
of Preferred Securities of ACE Capital Trust I (included
in Exhibit 25.1)
**25.9 Statement of Eligibility of The First National Bank of
Chicago on Form T-1, as Preferred Securities Guarantee
Trustee under the Preferred Securities Guarantee
Agreement of ACE Limited for the benefit of the holders
of Preferred Securities of ACE Capital Trust II (included
in Exhibit 25.1)
**25.10 Statement of Eligibility of The First National Bank of
Chicago on Form T-1, as Preferred Securities Guarantee
Trustee under the Preferred Securities Guarantee
Agreement of ACE Limited for the benefit of the holders
of Preferred Securities of ACE Capital Trust III
(included in Exhibit 25.1)
99.1 Appointment of CT Corporation System as U.S. agent for
service of process (incorporated by reference to Exhibit
99.2 to the Registration Statement on Form S-3 of ACE
Limited (No. 333-49257))
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* Filed herewith.
** Previously filed.
+ To be filed, if necessary, subsequent to the effectiveness of this
registration statement by an amendment to this registration statement or
incorporated by reference pursuant to a Current Report on Form 8-K in
connection with the offering of securities.