-----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, Pip91loKFePMeyFpyFycnyxLzj+rwMhmf7LFtklbRbi+OZhJGchkXP+fcQqdzH+V Tb36Ve6Ew7NYiN3xd1TWkw== 0000902561-02-000207.txt : 20020430 0000902561-02-000207.hdr.sgml : 20020430 ACCESSION NUMBER: 0000902561-02-000207 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020429 EFFECTIVENESS DATE: 20020429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACE LTD CENTRAL INDEX KEY: 0000896159 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-86102 FILM NUMBER: 02624920 BUSINESS ADDRESS: STREET 1: ACE BLDG STREET 2: 30 WOODBOURNE AVE CITY: HAMILTON HM 08 BERMU STATE: D0 ZIP: 00000 BUSINESS PHONE: 8092955200 MAIL ADDRESS: STREET 1: P O BOX HM 1015 CITY: HAMITON BERMUDA STATE: D0 ZIP: 00000 S-8 POS 1 forms8pos.txt As filed with the Securities and Exchange Commission on April 29, 2002 Registration No. 333-86102 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 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 No.) incorporation or organization) ACE Global Headquarters 17 Woodbourne Avenue Hamilton, Bermuda (Address of principal executive offices) (zip code) ACE Limited 1995 Outside Directors Plan (Full title of the plan) Brian Duperreault ACE Limited c/o CT Corporation System 1633 Broadway New York, New York 10019 (Name and address of agent for service) Telephone number, including area code, of agent for service: (441) 295-5200 copy to Laura D. Richman Mayer, Brown, Rowe & Maw 190 S. LaSalle Street Chicago, Illinois 60603 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Pursuant to General Instruction E to Form S-8, the contents of the Company's Registration Statement on Form S-8, File No. 333-1400, (the "Prior Registration Statement") is incorporated herein by reference. This Registration Statement covers 500,000 shares which, together with the 150,000 shares (after giving effect to the Registrant's stock split) being carried forward from the Prior Registration Statement and upon which a fee has previously been paid, constitute the 650,000 shares registered for issuance under the ACE Limited Outside Directors Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. See Exhibit Index which is incorporated herein by reference. S-2 SIGNATURES 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 the City of Hamilton, Bermuda, on April 26, 2002. ACE Limited By: * --------------------------------------- Its: Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- * Chairman and Chief April 26, 2002 - ------------------------ Executive Officer; Director Brian Duperreault * President, Chief Operating April 26, 2002 - ------------------------ Officer; Director Dominic Frederico * Chief Financial Officer; April 26, 2002 - ------------------------ (Principal Financial Philip Bancroft Officer) * Chief Accounting Officer; April 26, 2002 - ------------------------ (Principal Accounting Robert A. Blee Officer) * Vice Chairman; Director April 26, 2002 - ------------------------ Donald Kramer /s/ Peter N. Mear - ------------------------------------ * By Peter N. Mear, Attorney-In-Fact S-3 * Director April 26, 2002 - ------------------------ Michael G. Atieh * Director April 26, 2002 - ------------------------ Bruce L. Crockett * Director April 26, 2002 - ------------------------ Robert M. Hernandez * Director April 26, 2002 - ------------------------ John A. Krol Director _______, 2002 - ------------------------ Roberto Mendoza * Director April 26, 2002 - ------------------------ Peter Menikoff * Director April 26, 2002 - ------------------------ Thomas J. Neff * Director April 26, 2002 - ------------------------ Robert Ripp * Director April 26, 2002 - ------------------------ Walter A. Scott * Director April 26, 2002 - ------------------------ Dermot F. Smurfit * Director April 26, 2002 - ------------------------ Robert W. Staley * Director April 26, 2002 - ------------------------ Gary M. Stuart * Director April 26, 2002 - ------------------------ Sidney F. Wentz /s/ Peter N. Mear - ------------------------------------ * By Peter N. Mear, Attorney-In-Fact S-4 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. * ----------------------------- Brian Duperreault Date: April 26, 2002 /s/ Peter N. Mear - ------------------------------------ * By Peter N. Mear, Attorney-In-Fact S-5 EXHIBIT INDEX Exhibit Number Description of Document - -------------- ---------------------- 4.1 Memorandum of Association of the Company (Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended September 30, 1998) 4.2 Articles of Association of the Company (Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended September 30, 1998) 4.3 Specimen certificate representing Ordinary Shares (Incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001) 5.1 Opinion of Maples and Calder as to the legality of the Ordinary Shares 23.1 Consent of PricewaterhouseCoopers LLP ** 23.2 Consent of Maples and Calder (included in Exhibit 5) 24.1 Powers of Attorney (included in signature pages) ** 99.1 Appointment of CT Corporation as U.S. agent for service of process (Incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-1 of the Company (No. 33-72118)). 99.2 Confirmation of appointment of CT Corporation System as U.S. agent for service of process (Incorporated by reference to Exhibit 99.2 to Registration Statement on Form S-3 of the Company (No. 333-49257)). ** Previously Filed S-6 EX-5.1 3 ex-5.txt Exhibit 5.1 Effective Date: 16 April, 2002 ACE Limited ACE Global Headquarters 17 Woodbourne Avenue Hamilton HM 08 Bermuda Dear Sirs, Re: ACE Limited (the "Company") - Form S-8 Registration Statement We have been asked to render this opinion in our capacity as counsel as to Cayman Islands law to the Company 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 500,000 of the Company's authorised but unissued Ordinary Shares, par value US$0.041666667 per share, to be issued pursuant to the ACE Limited 1995 Outside Directors Plan (the "Plan") approved by Resolutions of the Board on 28 July, 1995, 9 February, 1996 and 1 March, 2002. 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 in accordance with the Plan (the "Ordinary Shares") 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. On the basis of the foregoing, we would advise as follows:- 1. The Company's authorised capital includes 500,000,000 Ordinary Shares of US$0.041666667 each and 20,000,000 "Other Shares" of US$1.00 each. 2. The Company has sufficient authorised share capital to issue the Ordinary Shares and the issue thereof is within the power of the Company's Board of Directors. 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. To: ACE Limited 16 April 2002 - -Opinion- Page 2 3. 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. 4. Fully paid shares are not subject to further calls or assessments by the Company. 5. 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 person holding shares in the Company, merely by reason of such shareholding. Except as specifically stated herein, we make no comment with regard to any representations which may be made by the Company in any of the documents referred to above or otherwise. This opinion is addressed solely to you. It is not to be transmitted to anyone else nor is it to be relied upon by anyone else or for any other purpose or quoted or referred to in any public document without our express consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Yours faithfully, Maples and Calder -----END PRIVACY-ENHANCED MESSAGE-----