-----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, NY+VG2w5hustANSIO49V95YWm8xACC3aT4NOxJtKxAhxRn3CY1uZfFIKlAfJIixa 60KokuSgXPTBrzcnC4a1AA== 0000902561-99-000081.txt : 19990215 0000902561-99-000081.hdr.sgml : 19990215 ACCESSION NUMBER: 0000902561-99-000081 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990212 EFFECTIVENESS DATE: 19990212 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: 333-72299 FILM NUMBER: 99537195 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 __, 1999 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 Identification No.) incorporation or organization) The ACE Building 30 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 & Platt 190 S. LaSalle Street Chicago, Illinois 60603 ---------------------------- CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be Price Per Offering Registration Registered Registered Share* Price* Fee - ---------- ------------ -------- --------- -------------- Ordinary Shares, 2,564,058 $26.3438 $67,547,031 $18,779 $.041666667 shares par value - -------------------------------------------------------------------------------- * 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 February 9, 1999. ================================================================================ 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, (the "Prior Registration Statement") are incorporated herein by reference. This Registration Statement covers 2,564,058 shares which, together with the 6,900,000 shares (after giving effect to the stock split) being carried forward from the Prior Registration Statement and upon which a fee has previously been paid, constitute the 9,464,058 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 ended September 30, 1998) 4.3 Specimen certificate representing Ordinary Shares (Incorporated by reference to Exhibit 4.3 to the Registration Statement on From S-1 of the Company No. 33-57206) 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)). II-1 SIGNATURES Each person whose signature appears below constitutes and appoints, Brian Duperreault, Christopher Z. Marshall, 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 2, 1999. ACE Limited By: /s/ Brian Duperreault ---------------------------------------- Its: Chairman, President 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 - --------------------------- Chairman, President and February 2, 1999 Brian Duperreault Chief Executive Officer; Director /s/ Christopher Z. Marshall - --------------------------- Executive Vice President February 5, 1999 Christopher Z. Marshall and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Michael G. Atieh - --------------------------- Director February 5, 1999 Michael G. Atieh /s/ Bruce L. Crockett - --------------------------- Director February 5, 1999 Bruce L. Crockett II-2 Signature Title Date - --------- ----- ---- /s/ Jeffrey W. Greenberg - -------------------------- Director February 5, 1999 Jeffrey W. Greenberg /s/ Meryl D. Hartzband - -------------------------- Director February 5, 1999 Meryl D. Hartzband /s/ Robert M. Hernandez - -------------------------- Director February 5, 1999 Robert M. Hernandez /s/ Donald Kramer - -------------------------- Director February 5, 1999 Donald Kramer /s/ Peter Menikoff - -------------------------- Director February 5, 1999 Peter Menikoff /s/ Thomas J. Neff - -------------------------- Director February 5, 1999 Thomas J. Neff /s/ Glen M. Renfrew - -------------------------- Director February 5, 1999 Glen M. Renfrew /s/ Robert Ripp - -------------------------- Director February 5, 1999 Robert Ripp /s/ Walter A. Scott - -------------------------- Director February 5, 1999 Walter A. Scott /s/ Dermott F. Smurfit - -------------------------- Director February 5, 1999 Dermott F. Smurfit /s/ Robert W. Staley - -------------------------- Director February 2, 1999 Robert W. Staley /s/ Gary M. Stuart - -------------------------- Director February 5, 1999 Gary M. Stuart /s/ Sidney F. Wentz - -------------------------- Director February 2, 1999 Sidney F. Wentz II-3 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 2, 1999 II-4 EXHIBIT INDEX Exhibit Number Description of Document Page Number - -------------- ----------------------- ------------ 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 Registration Statement on From S-1 of the Company (No. 33-57206)) 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)). EX-5.1 2 Exhibit 5.1 ------------ Effective Date: 9th February, 1999 ACE Limited The ACE Building 30 Woodbourne Avenue Hamilton HM 08 Bermuda Dear Sirs, Re: ACE Limited (the "Company") - Form S-8 Registration Statement 1995 Long-Term Incentive 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 a further 2,564,058 of the Company's Ordinary Shares, par value US$0.041666667 per share (the "Ordinary Shares") to be issued pursuant to the Plan approved by Board Resolution on 28th July 1995 and by a resolution of shareholders at the Annual General Meeting of the Company held on 9th February 1996. 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 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 300,000,000 Ordinary Shares of US$0.041666667 each, and 10,000,000 "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. 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. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Yours faithfully, Maples and Calder -2- EX-23.1 3 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 for the ACE Limited 1995 Long-term Incentive Plan, of our reports dated November 4, 1998, on our audits of the consolidated financial statements and financial statement schedules of ACE Limited and Subsidiaries as of September 30, 1998 and 1997, and for each of the three years in the period ended September 30, 1998, which reports are incorporated by reference or included in ACE Limited's Annual Report on Form 10-K for the year end September 30, 1998. PRICEWATERHOUSECOOPERS LLP New York, New York February 9, 1999 -----END PRIVACY-ENHANCED MESSAGE-----