-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ete+JJDrLCZ4Gyzd32TB9V7eLbC1AgoQxpwZn9YPl0FQ+bTbI2zuI0Koq+mjsvV0 2168BU7IYZPlnDBXZhlBPA== 0000902561-98-000059.txt : 19980218 0000902561-98-000059.hdr.sgml : 19980218 ACCESSION NUMBER: 0000902561-98-000059 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980213 EFFECTIVENESS DATE: 19980213 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACE LTD CENTRAL INDEX KEY: 0000896159 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46301 FILM NUMBER: 98539169 BUSINESS ADDRESS: STREET 1: ACE BLDG STREET 2: P O BOX HM 1015 CITY: HAMILTON HM 08 BERMU STATE: D0 BUSINESS PHONE: 8092955200 MAIL ADDRESS: STREET 1: P O BOX HM 1015 CITY: HAMITON BERMUDA STATE: D0 S-8 1 As filed with the Securities and Exchange Commission on February 13, 1998 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ACE LIMITED (Exact Name of Registrant as Specified in Its Charter) Cayman Islands (State or Other Jurisdiction of Incorporation or Organization) Not Applicable (I.R.S. Employer Identification No.) 30 Woodbourne Avenue, Hamilton HM 08, Bermuda (Address of Principal Executive Offices) ACE LIMITED 1996 REPLACEMENT OPTION PLAN (Full Title of the Plan) Brian Duperreault c/o CT Corporation System 1633 Broadway New York, New York 10019 (Name and Address of Agent For Service) (441) 295-5200 (Telephone Number, Including Area Code, of Agent For Service) Copy to: Laura D. Richman Mayer, Brown & Platt 190 South La Salle Street Chicago, Illinois 60603-3441 --------------------------- CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate to Be to Be Price Per Offering Amount of Registered Registered(1) Share(2) Price(2) Registration Fee - -------------------------------------------------------------------------------- Ordinary 93,088 $96.8125 $9,012,082 $2,730 Shares, par value $0.125 per share ================================================================================ (1) This amount represents the number of Ordinary Shares issuable under the plan prior to the upcoming three-for-one split of the registrant's Ordinary Shares. Under Rule 416, this registration statement shall be deemed to cover the additional number of Ordinary Shares that become issuable, pursuant to the anti-dilution provisions of the plan, as a result of the stock split. (2) Estimated pursuant to Rule 457(h)(1) solely for the purpose of calculating the registration fee, based on the average of the high and low sale prices of the registrant's Ordinary Shares as reported on The New York Stock Exchange Composite Tape on February 9, 1998. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which have heretofore been filed by ACE Limited (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), File No. 1-11778, are incorporated by reference herein and shall be deemed to be a part hereof: (a) Annual Report on Form 10-K for the year ended September 30, 1997; (b) Quarterly Report on Form 10-Q for the quarter ended December 31, 1997; (c) Current Report on Form 8-K filed on January 23, 1998; and (d) Description of Ordinary Shares included in the Registration Statement on Form 8-A dated March 2, 1993 as amended by Amendment No. 1 thereto dated March 11, 1993 filed under Section 12 of the Exchange Act. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and shall be deemed a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 100 of the Company's Articles of Association contains provisions with respect to indemnification of the Company's officers and directors. Such provision provides that the Company 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 the Company), 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, the Company, against any liability or expense actually and reasonably incurred by such person in respect thereof. The Company 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. 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 of director or reckless disregard of his duties and obligations to the company. The Company in the past has entered into underwriting agreements which provide for indemnification, under certain circumstances, of the Company, its officers and its directors by the underwriters. II-1 Directors and officers of the Company 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 the Company, or any other matter claimed against them by reason of their being directors or officers of the Company. Certain of the Company's directors are provided, by their employer, with indemnification against certain liabilities incurred as directors of the Company. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. See Index to Exhibits which is incorporated herein by reference. Item 9. Undertakings. The undersigned registrant hereby undertakes: (1) 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 the volume 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 and 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 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 (1)(i) and (1)(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 or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. II-2 (2) 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. (3) 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 registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant'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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the 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 registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-3 SIGNATURES Each person whose signature appears below constitutes and appoints Brian Duperreault, Christopher Z. Marshall, Peter N. Mear and Keith P. White and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, full to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda on February 6, 1998. ACE LIMITED By: /S/ BRIAN DUPERREAULT ------------------------------ Name: Brian Duperreault Title: Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated and on February 6, 1998. Signature Position --------- -------- /S/ BRIAN DUPERREAULT - ---------------------------------- Chairman, President and Chief Brian Duperreault Executive Officer; Director /S/ CHRISTOPHER Z. MARSHALL - ---------------------------------- Chief Financial Officer Christopher Z. Marshall (Principal Financial and Accounting Officer) /S/ DONALD KRAMER - ----------------------------------- Vice Chairman; Director Donald Kramer /S/ MICHAEL G. ATIEH - ----------------------------------- Director Michael G. Atieh /S/ BRUCE L. CROCKETT - ----------------------------------- Director Bruce L. Crockett /S/ JEFFREY W. GREENBERG - ----------------------------------- Director Jeffrey W. Greenberg /S/ MERYL D. HARTZBAND - ----------------------------------- Director Meryl D. Hartzband /S/ PETER MENIKOFF - ----------------------------------- Director Peter Menikoff /S/ GLEN M. RENFREW - ----------------------------------- Director Glen M. Renfrew /S/ ROBERT RIPP - ----------------------------------- Director Robert Ripp /S/ WALTER A. SCOTT - ----------------------------------- Director Walter A. Scott /S/ DERMOT F. SMURFIT - ----------------------------------- Director Dermot F. Smurfit /S/ ROBERT W. STALEY - ----------------------------------- Director Robert W. Staley /S/ GARY M. STUART - ----------------------------------- Director Gary M. Stuart /S/ SIDNEY F. WENTZ - ----------------------------------- Director Sidney F. Wentz 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 the registrant in the United States. /s/ BRIAN DUPERREAULT ------------------------------------ Brian Duperreault Date: February 6, 1998 INDEX TO EXHIBITS Exhibit Document Description - ------- -------------------- 4.1 Memorandum of Association of the Company (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 (No. 33-57206)) 4.2 Articles of Association of the Company (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 (No. 33-57206)) 4.3 Specimen certificate representing Ordinary Shares (incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-1 (No. 33-57206)) 4.4 ACE Limited 1996 Replacement Option Plan (incorporated by reference to Exhibit 10.24 to Form 10-K for the year ended September 30, 1996 (File No. 1-11778)) 5.1 Opinion of Maples & Calder as to the legality of the securities offered 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Maples & Calder (included in its opinion filed as Exhibit 5.1) 24.1 Powers of Attorney (included in signature pages) 99.1 Appointment of CT Corporation System as U.S. agent for service of process (incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-1 (No. 33-72118)) 99.2 Confirmation of appointment of CT Corporation System as U.S. agent for service of process EX-5.1 2 OPINION OF MAPLES & CALDER EXHIBIT 5.1 [LETTERHEAD OF MAPLES AND CALDER] Effective Date 13th February, 1998 ACE Limited The ACE Building 30 Woodbourne Avenue Hamilton HM 08 Bermuda Dear Sirs, Re: ACE Limited (the "Company") - Form S-8 Registration Statement 1996 Replacement Option Plan (the "Plan") ------------------------------------------------------------- You have asked us to render this opinion in our capacity as your counsel as to Cayman Islands law in connection with the registration pursuant to a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act") of 93,088 of the Company's Ordinary Shares, par value US$0.125 per share (the "Ordinary Shares") to be issued pursuant to the exercise of options issued by the Company pursuant to the Plan which was adopted by the Board of Directors of the Company in order to award replacement options in satisfaction of the Company's obligations under Section 5.11 of the Agreement and Plan of Amalgamation, dated as of March 14th, 1996, as amended (the "Amalgamation Agreement") between the Company, TRCL Acquisition Limited and Tempest Reinsurance Company Limited. We have reviewed the Company's Memorandum and Articles of Association (as amended). We have relied in giving this opinion on certifications from the Company's Officers. We assume that all subscription monies due in respect of shares issued by the Company have been or will be duly received by the Company. We further assume that all Ordinary Shares to be newly issued pursuant to the exercise of options issued by the Company in accordance with the Plan have been reserved for issuance and that there are no intervening changes in the Plan, the Company's Memorandum and Articles of Association, the laws of the Cayman Islands or any other relevant matter. To: ACE Limited 13th February, 1998 - -Opinion Page 2 - ------------------------------------------------------------------------- On the basis of the foregoing, we would advise as follows: 1. The Company's authorised capital includes 100,000,000 Ordinary Shares of US$0.125 each, 3,334,697 Callable Preferred Shares of US$1.00 each and 10,000,000 "Other Shares" of US$1.00 each. 2. The Company has sufficient authorised share capital to issue the 93,088 Ordinary Shares and the issue thereof is within the power of the Company's Board of Directors. 3. The Ordinary Shares to be issued in accordance with the Plan have been duly authorised and when issued and registered in the Company's Share Register in accordance with the provisions of the Plan will be legally and validly issued. 4. On the basis that the contractual subscription price (being not less than the par value) of the Ordinary Shares is fully paid in cash or other consideration approved by the Board of Directors or a duly established Committee thereof, such Ordinary Shares issued or to be issued may properly be credited as fully paid under Cayman Islands law. 5. Fully paid shares are not subject to further calls or assessments by the Company. 6. The Company has been incorporated as an exempted company under the Companies Law of the Cayman Islands and the liability of its shareholders is limited to the amount, if any, unpaid on their shares (See Clause 5 of the Memorandum of Association). On the basis that all such shares are fully paid, there is no rule of Cayman Islands law that would impose any further liability on persons holding shares in the Company merely by reason of such shareholding. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Yours faithfully, /s/ MAPLES AND CALDER Maples and Calder EX-23.1 3 CONSENT OF COOPERS & LYBRAND L.L.P. EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of ACE Limited on Form S-8 with respect to the ACE Limited 1996 Replacement Option Plan of our reports dated November 5, 1997, on our audits of the consolidated financial statements and financial statement schedules of ACE Limited and Subsidiaries as of September 30, 1997 and 1996, and for each of the three years in the period ended September 30, 1997, which reports are included in ACE Limited's Annual Report on Form 10-K for the year ended September 30, 1997. /s/ COOPERS & LYBRAND L.L.P. New York, New York February 9, 1998 EX-99.2 4 CONFIRMATION OF APPOINTMENT OF CT CORP EXHIBIT 99.2 [CT CORPORATION SYSTEM LETTERHEAD] 208 South LaSalle Street Chicago, Illinois 60604 Tel. 312-345-4324 Fax 312-263-0124 February 11, 1998 Mayer, Brown & Platt Attn: Howard L. Rosenberg, Sr. Para. 190 S. LaSalle Street Chicago, Illinois 60603 RE: ACE LIMITED (C.I.) Dear Howard: May this letter serve to confirm that we, C T Corporation System, currently represents the above named entity as Agent under the Registration Statement filed with the Securities and Exchange Commission ("SEC") on November 24, 1993. The aforementioned appointment applies to any subsequent registration statements filed with the SEC and is not due to expire until November 24, 2001. We appreciate the opportunity to be of service. Thank you for using C. T. Very truly yours, /s/Julianna D. Peterson Julianna D. Peterson Sr. Customer Specialist -----END PRIVACY-ENHANCED MESSAGE-----