8-A12B 1 d8a12b.txt FORM 8-A PURSUANT TO SECTION 12(B) SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 -------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 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, HM 08, Bermuda (Address of principal executive offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-88482 Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on to be so registered which each class is to be registered ------------------- ------------------------------------ Depositary Shares, New York Stock Exchange each representing one-tenth of a share of 7.80% Cumulative Redeemable Preferred Shares, Series C (Liquidation Preference $25.00 per Depositary Share) Securities to be registered pursuant to Section 12(g) of the Act: None ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The securities to be registered hereby are Depositary Shares of ACE Limited, each representing one-tenth of a share of ACE's 7.80% Cumulative Redeemable Preferred Shares, Series C (Liquidation Preference $25.00 per Depositary Share). For a description of the Depositary Shares being registered hereby, and the Series C Preferred Shares of ACE Limited, reference is made to the Registration Statement on Form S-3 (File No. 333-88482) filed with the Securities and Exchange Commission on May 16, 2002, and Amendment No. 1 thereto filed November 27, 2002 and Amendment No. 2 thereto filed January 23, 2003, and the prospectus supplement dated May 7, 2003 for the Depositary Shares and the Series C Preferred Shares, which description is incorporated herein by reference. Definitive copies of the prospectus and prospectus supplement describing the Depositary Shares and the Series C Preferred Shares were filed on May 9, 2003 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and shall be incorporated by reference into this Registration Statement on Form 8-A. ITEM 2. EXHIBITS Exhibit No. Exhibit ----------- ------- 4.1 Form of Depositary Receipt (included as Exhibit A of the Deposit Agreement (Exhibit 4.3 of this Form 8-A)). 4.2 Resolutions of a committee of the Board of Directors of ACE Limited establishing the terms of the 7.80% Cumulative Redeemable Preferred Shares, Series C, of Ace Limited. 4.3 Form of Deposit Agreement, to be dated as of May 30, 2003, among ACE Limited, Mellon Investor Services LLC and the holders from time to time of the Depositary Receipts. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 30, 2003 ACE LIMITED By:/s/ Peter N. Mear -------------------------------- Name: Peter N. Mear Title: General Counsel and Secretary EXHIBIT INDEX ------------- Exhibit No. Exhibit ----------- ------- 4.1 Form of Depositary Receipt (included as Exhibit A of the Deposit Agreement (Exhibit 4.3 of this Form 8-A)). 4.2 Resolutions of a committee of the Board of Directors of ACE Limited establishing the terms of the 7.80% Cumulative Redeemable Preferred Shares, Series C, of Ace Limited. 4.3 Form of Deposit Agreement, to be dated as of May 30, 2003, among ACE Limited, Mellon Investor Services LLC and the holders from time to time of the Depositary Receipts.