-----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, VY1j3IcBkaZdWaInzgcjGpOIlHyIZXf6W0sUHIy0mKyKc9/Lnz9fJGByAzdq5av3 UpeNVn5IycocvrWUHrGfug== 0000902561-03-000118.txt : 20030310 0000902561-03-000118.hdr.sgml : 20030310 20030310154915 ACCESSION NUMBER: 0000902561-03-000118 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030310 EFFECTIVENESS DATE: 20030310 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 SEC ACT: 1933 Act SEC FILE NUMBER: 333-103701 FILM NUMBER: 03597989 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 1 form-s8.txt As filed with the Securities and Exchange Commission on March 10, 2003 Registration No. 333-_______ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 98-0091805 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) The ACE Building 17 Woodbourne Avenue Hamilton HM 08, Bermuda (Address of principal executive offices) (zip code) ACE Limited 1995 Long-Term Incentive 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 ------------------------------------------ CALCULATION OF REGISTRATION FEE =============================================================================== Proposed Proposed Maximum Maximum Amount Title of Amount Offering Aggregate of Securities to to be Price Per Offering Registration be Registered Registered Share(1) Price(1) Fee - ------------------------------------------------------------------------------- Ordinary Shares $.041666667 par value (2) 3,000,000 $27.01 $81,030,000 $6,556 - ------------------------------------------------------------------------------- (1) Estimated solely for the purpose of computing the registration fee, pursuant to Rule 457(c) under the Securities Act of 1933 on the basis of the average of the high and low prices of the Ordinary Shares reported on the New York Stock Exchange Composite Tape on March 6, 2003. (2) Also includes preferred share purchase rights. Prior to the occurrence of certain events, the Rights will not be exercisable or evidenced separately from the Ordinary Shares. - ------------------------------------------------------------------------------- Pursuant to General Instruction E to Form S-8, the contents of the Company's Registration Statement on Form S-8, File No. 333-1402 and the contents of the Company's Registration Statement on Form S-8, File No. 333-72299 (the "Prior Registration Statements") are incorporated herein by reference. This Registration Statement covers shares which, together with the 9,464,058 shares (after giving effect to the stock split) being carried forward from the Prior Registration Statements and upon which a fee has been paid, constitute the 12,464,058 registered shares issuable under the ACE Limited 1995 Long-Term Incentive Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. 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 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). 4.4 Special Resolutions adopted January 22, 2002 increasing the number of Ordinary Shares and Other Shares (incorporated by reference to Exhibit 3.3 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 5.1). 24.1 Powers of Attorney (included in signature pages). 99.1 Appointment of CT Corporation as U.S. agent for service of process (Incorporation 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 (Incorporation by reference to Exhibit 99.2 to Registration Statement on Form S-3 of the Company (No.333-49257)). S-2 SIGNATURES Each person whose signature appears below constitutes and appoints, Brian Duperreault, Philip Bancroft, Peter N. Mear and Keith 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 the City of Hamilton, Bermuda, on February 27, 2003. ACE Limited By: /s/ Brian Duperreault --------------------------------------- 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 - --------- ----- ---- /s/ Brian Duperreault February 27, 2003 - ----------------------- Chairman and Chief Executive Brian Duperreault Officer; Director /s/ Dominic Frederico February 27, 2003 - ----------------------- President, Chief Operating Officer; Dominic Frederico Director /s/ Philip V. Bancroft February 27, 2003 - ----------------------- Chief Financial Officer; Philip V. Bancroft (Principal Financial Officer) /s/ Robert A. Blee February 27, 2003 - ----------------------- Chief Accounting Officer; Robert A. Blee (Principal Accounting Officer) /s/ Donald Kramer February 27, 2003 - ----------------------- Vice Chairman; Director Donald Kramer /s/ Evan Greenberg - ----------------------- Vice Chairman, Director February 27, 2003 Evan Greenberg S-3 /s/ Michael G. Atieh - ----------------------- Director February 27, 2003 Michael G. Atieh /s/ Bruce L. Crockett Director February 27, 2003 - ----------------------- Bruce L. Crockett /s/ Robert M. Hernandez - ----------------------- Director February 27, 2003 Robert M. Hernandez /s/ John A. Krol - ----------------------- Director February 27, 2003 John A. Krol /s/ Peter Menikoff - ----------------------- Director February 27, 2003 Peter Menikoff /s/ Thomas J. Neff - ----------------------- Director February 27, 2003 Thomas J. Neff /s/ Robert Ripp - ----------------------- Director February 27, 2003 Robert Ripp /s/ Walter A. Scott - ----------------------- Director February 27, 2003 Walter A. Scott /s/ Dermot F. Smurfit - ----------------------- Director February 27, 2003 Dermot F. Smurfit /s/ Robert W. Staley - ----------------------- Director February 27, 2003 Robert W. Staley /s/ Gary M. Stuart - ----------------------- Director February 27, 2003 Gary M. Stuart
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. /s/ Brian Duperreault ------------------------------ Brian Duperreault Date: February 27, 2003 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). 4.4 Special Resolutions adopted January 22, 2002 increasing the number of Ordinary Shares and Other Shares (incorporated by reference to Exhibit 3.3 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 5.1) 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)). S-6 EX-5.1 3 ex-5.txt Exhibit 5.1 MAPLES and CALDER Cayman Europe Asia ACE Limited ACE Global Headquarters 17 Woodbourne Avenue Hamilton HM 08 Bermuda Effective Date: 4 March, 2003 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 3,000,000 of the Company's authorised but unissued Ordinary Shares, par value US$0.041666667 per share, to be issued pursuant to the 1995 Long-Term Incentive Plan (the "Plan") approved by Resolutions of the Board on 28 July, 1995. 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. PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands Telephone: (345) 949 8066 Facsimile: (345) 949 8080 Email: info@maplesandcalder.com www.maplesandcalder.com 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 PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands Telephone: (345) 949 8066 Facsimile: (345) 949 8080 Email: info@maplesandcalder.com www.maplesandcalder.com EX-23.1 4 ex-231.txt Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of ACE Limited on Form S-8 of our reports dated February 13, 2002, on our audits of the consolidated financial statements and financial statement schedules of ACE Limited as of December 31, 2001 and 2000, and for the years ended December 31, 2001, 2000 and 1999, which reports are incorporated by reference and included in the Company's 2001 Annual Report on Form 10-K. PricewaterhouseCoopers LLP New York, New York March 2, 2003 -----END PRIVACY-ENHANCED MESSAGE-----