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0001193125-16-432547.txt : 20160119 0001193125-16-432547.hdr.sgml : 20160118 20160119164601 ACCESSION NUMBER: 0001193125-16-432547 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160119 DATE AS OF CHANGE: 20160119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHUBB CORP CENTRAL INDEX KEY: 0000020171 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132595722 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-188799 FILM NUMBER: 161348762 BUSINESS ADDRESS: STREET 1: 15 MOUNTAIN VIEW ROAD CITY: WARREN STATE: NJ ZIP: 07059 BUSINESS PHONE: 9089032000 MAIL ADDRESS: STREET 1: 15 MOUNTAIN VIEW ROAD CITY: WARREN STATE: NJ ZIP: 07059 RW 1 d257528drw.htm RW RW

[ACE INA Letterhead]

January 15, 2016

By EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

Re:

The Chubb Corporation

Registration Statement on Form S-3ASR (File No. 333-188799)

Ladies and Gentlemen:

This letter constitutes an application by The Chubb Corporation (the “Company”) pursuant to Rule 477 under the Securities Act of 1933 (the “Securities Act”) for an order permitting the Company to withdraw its Registration Statement on Form S-3ASR, including all exhibits thereto (File No. 333-188799), that was initially filed with the Securities and Exchange Commission (the “Commission”) on May 23, 2013 (the “Registration Statement”). The Registration Statement became effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. No securities have been sold or exchanged or will be sold or exchanged pursuant thereto.

On January 14, 2016, the Company completed the merger contemplated by the Agreement and Plan of Merger, dated as of June 30, 2015 (the “Merger Agreement”), by and among the Company, ACE Limited (now “Chubb Limited”), a company organized under the laws of Switzerland (“ACE”), and William Investment Holdings Corporation, a Delaware corporation and wholly owned subsidiary of ACE (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of ACE. Subsequently, on January 15, 2016, the Company merged with and into ACE INA Holdings Inc., a Delaware corporation and a wholly owned subsidiary of ACE. In connection with the Merger, the Company determined that it is in its best interest to withdraw the Registration Statement at this time.

Please provide C. Andrew Gerlach of Sullivan & Cromwell LLP a facsimile copy of the order consenting to the withdrawal of the Registration Statement as soon as it is available at (212) 558-3588. If you have any questions regarding this application, please contact C. Andrew Gerlach or Benjamin H. Weiner of Sullivan & Cromwell LLP at (212) 558-4789 and (212) 558-7861, respectively.

Sincerely,

The Chubb Corporation

(Registrant)

By: ACE INA Holdings Inc. as

successor to The Chubb Corporation

By: /s/ Kenneth Koreyva

Name: Kenneth Koreyva

Title: Chief Financial Officer

cc:

C. Andrew Gerlach

Benjamin H. Weiner

(Sullivan & Cromwell LLP)