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