8-K

UNITED STATES

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) January 13, 2016

THE CHUBB CORPORATION

(Exact name of registrant as specified in its charter)

New Jersey	1-8661	13-2595722
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15 Mountain View Road, Warren, New Jersey	07059
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (908) 903-2000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Updated Notice Regarding Blackout Period and Regulation BTR Trading Restrictions dated January 13, 2016

Press release dated January 13, 2016

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On December 22, 2015, The Chubb Corporation (“Chubb”) received a notice required by Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974, as amended, regarding an anticipated blackout period for the Chubb Stock Fund and the Chubb ESOP Fund under the Capital Accumulation Plan of The Chubb Corporation (“CCAP”) in connection with the closing of Chubb’s previously announced merger (the “Merger”) with ACE Limited (“ACE”) in accordance with the Agreement and Plan of Merger, dated as of June 30, 2015, by and among ACE, William Investment Holdings Corporation, an indirect wholly owned subsidiary of ACE, and Chubb (the “Merger Agreement”). The blackout period is necessary to ensure that all transactions relating to Chubb common stock in the Chubb Stock Fund and the Chubb ESOP Fund under the CCAP are fully completed before the Effective Time (as defined in the Merger Agreement) of the Merger and the administrator of the CCAP can process the exchange of Chubb common stock for the merger consideration consisting of ACE common shares and cash.

As a result of the foregoing, on December 23, 2015, in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and Regulation BTR as promulgated by the Securities and Exchange Commission, Chubb sent a notice (“Initial Notice”) to its directors and executive officers informing them of the blackout period and certain trading prohibitions that they will be subject to during the blackout period. The Initial Notice was included as Exhibit 99.1 to a Current Report on Form 8-K filed by Chubb on December 23, 2015.

As a result of the receipt of the final regulatory approvals necessary to complete the Merger and the determination that the Merger closing date will be January 14, 2016, and as required by Section 306(a) of Sarbanes-Oxley and Rule 104(b)(3)(iii) of Regulation BTR, on January 13, 2016, Chubb sent an updated notice (“Updated Notice”) to its directors and executive officers informing them that the blackout period began at 4:00 p.m. on January 12, 2016 and is expected to end no later than January 22, 2016.

A copy of the Updated Notice, which includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On January 13, 2016, Chubb issued a press release announcing that all regulatory approvals for the Merger have been received and that the transaction is expected to close on January 14, 2016, pending satisfaction of remaining customary closing conditions. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Updated Notice Regarding Blackout Period and Regulation BTR Trading Restrictions dated January 13, 2016
99.2	Press release dated January 13, 2016

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.

	THE CHUBB CORPORATION
Date: January 13, 2016	By:	/s/ Maureen A. Brundage
		Name:	Maureen A. Brundage
		Title:	Executive Vice President, General Counsel & Corporate Secretary

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

FILED ON JANUARY 13, 2016

Exhibit No.	Description
99.1	Updated Notice Regarding Blackout Period and Regulation BTR Trading Restrictions dated January 13, 2016
99.2	Press release dated January 13, 2016

EX-99.1

EXHIBIT 99.1

Updated Notice

To Directors and Executive Officers of

The Chubb Corporation

Regarding Blackout Period and Regulation BTR Trading Restrictions

January 13, 2016

On December 22, 2015, The Chubb Corporation (“Chubb”) received a notice required by Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974, as amended, regarding an anticipated blackout period for the Chubb Stock Fund and the Chubb ESOP Fund under the Capital Accumulation Plan of The Chubb Corporation (“CCAP”). The blackout period will be implemented in connection with the closing of Chubb’s previously announced merger (the “Merger”) with ACE Limited (“ACE”) in accordance with the Agreement and Plan of Merger, dated as of June 30, 2015, by and among ACE, William Investment Holdings Corporation, an indirect wholly owned subsidiary of ACE, and Chubb (the “Merger Agreement”).

The blackout period will be necessary to ensure that all transactions relating to Chubb common stock in the Chubb Stock Fund and the Chubb ESOP Fund under the CCAP are fully completed before the Effective Time (as defined in the Merger Agreement) of the Merger and the administrator of the CCAP can process the exchange of Chubb common stock for the merger consideration consisting of ACE common shares and cash. As a result of the receipt of the final required regulatory approvals necessary to complete the Merger, ACE and Chubb have determined that the closing of the Merger will occur on January 14, 2016. Consequently, as of 4:00 p.m. Eastern Time on January 12, 2016, a blackout period has gone into effect, wherein CCAP participants will be unable to direct or diversify investments in the Chubb Stock Fund and the Chubb ESOP Fund. The blackout period is expected to end no later than January 22, 2016.

During the blackout period, directors and executive officers of Chubb will be subject to trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR as promulgated by the Securities and Exchange Commission. Subject to limited exceptions, these restrictions generally prohibit, during the blackout period, the direct or indirect purchase, sale or other acquisition or transfer of any of Chubb’s equity securities that you acquired in connection with your service or employment as a director or executive officer of Chubb. Transactions covered by this trading prohibition are not limited to those involving your direct ownership, but include any transaction in which you may have a pecuniary interest (e.g., transactions by members of your immediate family who share your household, as well as by certain entities in which you have financial involvement).

Regulation BTR imposes penalties, including criminal penalties, and a requirement to disgorge all profits, on trades that occur during a Regulation BTR blackout period.

Although certain transactions are exempt from this trading prohibition, those exemptions are limited. Given the applicable rules and the short time period involved, it is recommended that you avoid any change in your beneficial ownership of Chubb (or, after the closing, ACE) equity and derivative securities during the blackout period.

During the blackout period and for a period of two years after the end date thereof, you may obtain, without charge, information regarding the blackout period, including the actual beginning and end dates of the blackout period, by calling the Chubb CCAP Service Center at 800-939-2227. In addition, for any questions you may have about the blackout period, you may also contact Maureen A. Brundage, Chubb’s Executive Vice President, General Counsel and Corporate Secretary, at 908-903-3500 or in writing at 15 Mountain View Road, Warren, New Jersey 07509.

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

ACE Acquisition of Chubb is Expected to Close on January 14

Warren, N.J., January 13, 2016 – The Chubb Corporation [NYSE: CB] announced today that all regulatory approvals needed for its acquisition by ACE Limited have been received and that the transaction is expected to close on January 14, 2016, pending satisfaction of remaining customary closing requirements.

Under the terms of the transaction, which was announced on July 1, 2015, Chubb shareholders will receive $62.93 per share in cash and 0.6019 shares of ACE stock. Based on the closing price of ACE stock on January 12, 2016 and the approximate number of Chubb shares outstanding, the total value is approximately $130.40 per Chubb share, or $29.7 billion in the aggregate. The consideration represents an approximately 37% premium to Chubb’s closing price of $95.14 on June 30, 2015.

As previously announced, ACE will adopt the Chubb name upon closing, and ACE’s stock will begin trading on the New York Stock Exchange under the symbol CB on January 15, 2016.

For further information contact:	Investors:	Chubb Investor Relations
		908-903-2365
	News Media:	Mark E. Greenberg
		908-903-2682

FORWARD-LOOKING INFORMATION

In this press release, we make a statement regarding the expected timing of the completion of the pending acquisition of Chubb by ACE that is a “forward-looking statement” as that term is defined in the Private Securities Litigation Reform Act of 1995 (PSLRA). This forward-looking statement is made pursuant to the safe harbor provisions of the PSLRA. Actual timing may differ materially from that suggested by the forward-looking statement. Additional information regarding factors that could cause such differences appears in Chubb’s filings with the Securities and Exchange Commission. Chubb assumes no obligation to update the forward-looking statement set forth in this document, which speaks as of the date hereof.