<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 1995
REGISTRATION NO.33-59111
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_______________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________
THE CHUBB CORPORATION
(EXACT NAME OF REGISTRANT AND GUARANTOR AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
NEW JERSEY 13-2595722
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
15 MOUNTAIN VIEW ROAD, P.O. BOX 1615,
WARREN, NEW JERSEY 07061-1615
(908) 903-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
HENRY G. GULICK, VICE PRESIDENT AND SECRETARY
THE CHUBB CORPORATION
15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615
(908) 903-3561
with a copy to:
FRANCIS J. MORISON
DAVIS POLK & WARDWELL
450 Lexington Avenue, New York, New York 10017 Telephone (212) 450-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_______________________
CHUBB CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
NEW JERSEY 13-3339467
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
15 MOUNTAIN VIEW ROAD, P.O. BOX 1615,
WARREN, NEW JERSEY 07061-1615
(908) 903-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
HENRY G. GULICK, VICE PRESIDENT AND SECRETARY
CHUBB CAPITAL CORPORATION
15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615
(908) 903-3561
with a copy to:
FRANCIS J. MORISON
DAVIS POLK & WARDWELL
450 Lexington Avenue, New York, New York 10017
Telephone (212) 450-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /x/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities to be Aggregate Price Aggregate Registration
Being Registered Registered(1) Per Unit(2) Offering Price(2) Fee
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities, Guaranteed Debt Securities,
Common Stock and Rights, Preferred Stock,
Depositary Shares and Warrants $400,000,000(3)(5) 100% $400,000,000 $137,932*
------------------------------------------------------------------------------------------------------------------------
Guarantees of
Guaranteed Debt Securities . . . . . . . . -- (4) (4) None
=========================================================================================================================
</TABLE>
(1) Or, if any securities are issued at original issue discount, such
greater amount as shall result in an initial aggregate offering price of
$400,000,000.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457 under the Securities Act of 1933.
(3) Or an equivalent amount in a foreign currency or currencies.
(4) No proceeds will be received by the The Chubb Corporation for the
Guarantees.
(5) Such indeterminate number of Rights under Chubb's Rights Plan as
may be issued together with the shares of Common Stock registered
hereby.
-----------------
* Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME A FINAL PROSPECTUS SUPPLEMENT IS
DELIVERED. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES TERMS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JUNE 1, 1995
PROSPECTUS [COMPANY LOGO]
U.S. $400,000,000
THE CHUBB CORPORATION
DEBT SECURITIES, PREFERRED STOCK AND COMMON STOCK
CHUBB CAPITAL CORPORATION DEBT SECURITIES
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
THE CHUBB CORPORATION
AND
WARRANTS TO PURCHASE THE ABOVE SECURITIES
_______________________
The Chubb Corporation ("Chubb") may from time to time offer, together
or separately, its (i) debt securities (the "Debt Securities") which may be
either senior debt securities (the "Senior Debt Securities") or subordinated
debt securities (the "Subordinated Debt Securities"), (ii) shares of preferred
stock (the "Preferred Stock"), which may be issued in the form of Depositary
Shares (as defined below) evidenced by Depositary Receipts (as defined below),
and (iii) shares of common stock, $1.00 par value per share (the "Common
Stock"). Subordinated Debt Securities or Preferred Stock may be convertible
into Common Stock.
Chubb Capital Corporation ("Capital," collectively with Chubb, the
"Issuers") may also offer from time to time its debt securities (the
"Guaranteed Debt Securities") which may be either senior debt securities (the
"Guaranteed Senior Debt Securities") or subordinated debt securities (the
"Guaranteed Subordinated Debt Securities"). The payment of principal of and
premium, if any, and interest on the Guaranteed Debt Securities is
unconditionally guaranteed by Chubb. Guaranteed Subordinated Debt Securities
may be convertible into Common Stock.
Chubb or Chubb Capital may also from time to time offer warrants for
the purchase of the above-mentioned securities (the "Warrants"), in amounts, at
prices and on terms to be determined at the time of the offering.
The Debt Securities, Preferred Stock, Common Stock, Guaranteed Debt
Securities and Warrants are collectively called the "Securities." The
Securities offered pursuant to this Prospectus may be issued in one or more
series or issuances and will be limited to the initial public offering price of
$400,000,000 (or its equivalent in one or more foreign currencies, currency
units or composite currencies). Specific terms of the securities in respect of
which this Prospectus is being delivered ("Offered Securities") will be set
forth in an accompanying Prospectus Supplement ("Prospectus Supplement"),
together with the terms of the offering of the Offered Securities, the initial
price thereof and the net proceeds from the sale thereof. The Prospectus
Supplement will set forth with regard to the particular Offered Securities,
without limitation, the following: (i) in the case of Debt Securities or
Guaranteed Debt Securities, whether the Debt Securities or Guaranteed Debt
Securities are senior debt securities or subordinated debt securities, the
specific designation, aggregate principal amount, authorized denomination,
maturity, rate (which may be fixed or variable) or method of calculation of
interest and dates for payment thereof, and any exchangeability, conversion,
redemption, prepayment or sinking fund provisions and any listing on a
securities exchange, (ii) in the case of Preferred Stock, the designation,
number of shares or fractional interests therein, liquidation preference per
security, initial public offering price, dividend rate (or method of
calculation thereof), dates on which dividends shall be payable and dates from
which dividends shall accrue, any voting rights, any redemption, conversion or
exchange provisions, any other rights, preferences, privileges, limitations,
and restrictions relating to the Preferred Stock, and any listing on a
securities exchange and (iii) in the case of Warrants, the duration, purchase
price, exercise price and detachability of such Warrants and a description of
the securities for which each Warrant is exercisable.
Chubb's Common Stock is listed on the New York Stock Exchange under
the trading symbol "CB."
Unless otherwise specified in a Prospectus Supplement, the Senior Debt
Securities or Guaranteed Senior Debt Securities, when issued, will be unsecured
and will rank equally with all other unsecured and unsubordinated indebtedness
of Chubb or Capital, respectively. The Subordinated Debt Securities or
Guaranteed Subordinated Debt Securities, when issued, will be subordinated in
right of payment to all Senior Indebtedness (as defined below) of Chubb or
Capital, respectively.
The Offered Securities may be offered directly, through agents
designated from time to time, through dealers or through underwriters. Such
agents or underwriters may act alone or with other agents or underwriters. See
"Plan of Distribution." Any such agents, dealers or underwriters will be set
forth in a Prospectus Supplement. If an agent of Chubb or Capital, as the case
may be, or a dealer or underwriter is involved in the offering of the Offered
Securities, the agent's commission, dealer's purchase price, underwriter's
discount and net proceeds to Chubb or Capital, as the case may be, will be set
forth in, or may be calculated from, the Prospectus Supplement. Any
underwriters, dealers or agents participating in the offering may be deemed
"underwriters" within the meaning of the Securities Act of 1933.
This Prospectus may not be used to consummate sales of Offered
Securities unless accompanied by a Prospectus Supplement.
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________
The date of this Prospectus is _______ __, 1995.
<PAGE> 3
IN CONNECTION WITH AN OFFERING, THE UNDERWRITERS FOR SUCH OFFERING MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE
OF THE OFFERED SECURITIES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK
EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus or any Prospectus Supplement, and, if given or
made, such information or representation must not be relied upon as having been
authorized by Chubb, Capital or by any underwriter, agent or dealer. This
Prospectus and any Prospectus Supplement shall not constitute an offer to sell
or a solicitation of an offer to buy any of the securities offered hereby in
any jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus and
any Prospectus Supplement nor any sale made thereunder shall, under any
circumstances, create any implication that the information therein is correct
as of any time subsequent to the date thereof.
_______________________
AVAILABLE INFORMATION
Chubb is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The registration
statement of which this Prospectus forms a part, as well as reports, proxy
statements and other information filed by Chubb, may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, 7 World Trade Center, New York, New York
10048; and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Chubb's Common Stock is listed on the New York
Stock Exchange and reports and other information herein and therein concerning
Chubb can also be inspected at the office of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
This Prospectus constitutes a part of Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed with the Commission under the Securities Act of 1933 (the
"Securities Act") with respect to the Offered Securities. This Prospectus does
not contain all of the information set forth in such Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. Reference is made to such Registration Statement and to the
exhibits relating thereto for further information with respect to Chubb and
Capital and the Offered Securities. Any statements contained herein concerning
the provisions of any document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission or incorporated by reference
herein are not necessarily complete, and in each instance reference is made to
the copy of such document so filed for a more complete description of the
matter involved. Each such statement is qualified in its entirety by such
reference.
2
<PAGE> 4
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Annual Report on Form 10-K of Chubb for the year ended December
31, 1994, which has been filed with the Commission, is hereby incorporated by
reference.
All documents filed by Chubb after the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the termination of the offering of the Offered Securities offered hereby, shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statements as modified or superseded shall be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Chubb will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the documents referred to above which have been or may be
incorporated by reference in this Prospectus (other than certain exhibits to
such documents). Requests for such documents should be directed to The Chubb
Corporation, 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey
07061-1615, Attention: Corporate Secretary (Telephone: (908) 903-3579).
THE ISSUERS
Chubb, organized in 1967 as a New Jersey corporation, is a holding
company primarily engaged, through subsidiaries, in the businesses of property
and casualty insurance, life and health insurance and real estate development.
Chubb traces its history back to the formation in 1882 of Chubb & Son, an
underwriter and manager of insurance companies, and the founding in 1901 of its
principal property and casualty insurance subsidiary, Federal Insurance
Company.
Since its founding as a specialized manager of marine insurance,
Chubb's property and casualty business has expanded to include most forms of
property and casualty coverages. Chubb's life and health insurance
subsidiaries market insurance protection and investment products to individuals
and groups. Chubb's real estate subsidiaries develop commercial and
residential properties.
Chubb is a holding company whose primary source of funds for the
payment of interest on its obligations or dividends to its stockholders is
dividends from its subsidiaries. The amount of dividend distributions to Chubb
from its insurance subsidiaries may be restricted by state insurance laws and
regulations as administered by state insurance departments.
Chubb's principal executive office is located at 15 Mountain View
Road, P.O. Box 1615, Warren, New Jersey 07061-1615, and its telephone number is
(908) 903-2000.
Capital, organized in 1986 as a New Jersey corporation, is engaged in
the business of borrowing by issuing unsecured securities and lending money to
Chubb and affiliates of Chubb. Capital's principal executive office is located
at 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615, and its
telephone number is (908) 903-2000.
3
<PAGE> 5
RATIO OF CONSOLIDATED EARNINGS TO FIXED CHARGES OF CHUBB
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of Consolidated
Earnings to Fixed Charges . . . . . . . 5.88 3.59 6.68 6.36 6.36
</TABLE>
For the purpose of computing the above ratios of consolidated earnings
to fixed charges, earnings consist of income before income taxes and the
cumulative effect of changes in accounting principles plus fixed charges, net
of capitalized interest. Fixed charges consist of interest expense before
reduction for capitalized interest and the portion of rental expense (net of
rental income from subleased properties), which is considered to be
representative of the interest factors in the leases.
No preferred stock of Chubb was outstanding during the periods
indicated.
USE OF PROCEEDS
Proceeds from the sale of Debt Securities, Preferred Stock, Common
Stock and Warrants will be used by Chubb for general corporate purposes. All
or a substantial portion of the proceeds from the sale of Guaranteed Debt
Securities will be lent by Capital to Chubb or its affiliates, and Chubb or
such affiliate will use such proceeds for general corporate purposes. Proceeds
from the sale of Securities initially may be temporarily invested in short-term
securities.
DESCRIPTION OF THE INDENTURES, THE DEBT SECURITIES
AND THE GUARANTEED DEBT SECURITIES
The Debt Securities are to be issued under (i) in the case of the
Senior Debt Securities, an indenture (the "Senior Indenture"), dated as of
October 25, 1989, between Chubb and The First National Bank of Chicago, as
trustee (the "Trustee"), or (ii) in the case of the Subordinated Debt
Securities, an indenture (the "Subordinated Indenture"), to be executed by
Chubb and the Trustee. The Guaranteed Debt Securities are to be issued under
(i) in the case of the Guaranteed Senior Debt Securities, an indenture (the
"Senior Capital Indenture"), dated as of October 25, 1989, between Capital,
Chubb, as guarantor, and the Trustee, or (ii) in the case of the Guaranteed
Subordinated Debt Securities, an indenture (the "Subordinated Capital
Indenture") to be executed by Capital, Chubb, as guarantor, and the Trustee.
Copies of the Senior Indenture, the Subordinated Indenture, the Senior Capital
Indenture and the Subordinated Capital Indenture (each an "Indenture,"
collectively the "Indentures") have been filed as exhibits to the Registration
Statement of which this Prospectus forms a part. The terms of each Indenture
are the same in all material respects, except as described below. The
following is a summary of certain provisions of each Indenture and does not
purport to be complete. Reference is made to each Indenture for a complete
statement of such provisions. Certain capitalized terms used below are defined
in each Indenture and have the meanings given them in each Indenture. Section
references are to each Indenture. Wherever particular sections or defined
terms of each Indenture are referred to, such sections or defined terms are
incorporated by reference as part of the statements made, and the statement is
qualified in its entirety by such reference.
4
<PAGE> 6
The Prospectus Supplement will contain any additional or revised
information with respect to the senior and subordinated debt outstanding as of
the date of the Prospectus Supplement.
TERMS APPLICABLE TO BOTH THE DEBT SECURITIES
AND THE GUARANTEED DEBT SECURITIES
GENERAL
None of the Indentures limit the amount of debentures, notes or other
evidences of indebtedness which may be issued thereunder. Each Indenture
provides that Debt Securities or Guaranteed Debt Securities, as the case may
be, may be issued from time to time in one or more series and may be
denominated and payable in foreign currencies or units based on or relating to
foreign currencies, including European Currency Units ("ECUs"). Special United
States federal income tax considerations applicable to any Debt Securities or
Guaranteed Debt Securities, as the case may be, so denominated will be
described in the relevant Prospectus Supplement.
The Debt Securities issued under the Senior Indenture will be
unsecured obligations of Chubb. The Guaranteed Debt Securities issued under
the Senior Capital Indenture will be unsecured obligations of Capital. The
Debt Securities issued under the Subordinated Indenture will be subordinate and
junior in right of payment to the extent and in the manner set forth in the
Subordinated Indenture to all Senior Indebtedness of Chubb. The Guaranteed
Debt Securities issued under the Subordinated Capital Indenture will be
subordinate and junior in right of payment to the extent and in the manner set
forth in the Subordinated Capital Indenture to all Senior Indebtedness of
Capital (see "Subordination").
Reference is made to the Prospectus Supplement for the following terms
of the Debt Securities or Guaranteed Debt Securities, as the case may be, (to
the extent such terms are applicable to such Debt Securities or Guaranteed Debt
Securities and are not set forth herein) offered pursuant thereto (the "Offered
Debt Securities"): (i) whether the Offered Debt Securities will be Debt
Securities issued by Chubb or Guaranteed Debt Securities issued by Capital;
(ii) designation, aggregate principal amount, purchase price and denomination;
(iii) currency or currency units based on or relating to currencies in which
such Debt Securities or Guaranteed Debt Securities, as the case may be, are
denominated and/or in which principal (and premium, if any) and/or any interest
will or may be payable; (iv) the date of maturity; (v) interest rate or rates
(or method by which such rate will be determined), if any; (vi) the dates on
which any such interest will be payable; (vii) the place or places where the
principal of and interest, if any, on the Offered Debt Securities will be
payable; (viii) any redemption or sinking fund provisions; (ix) any rights of
the holders of Offered Debt Securities to convert or exchange the Offered Debt
Securities into other securities or property of Chubb or Capital, as the case
may be; and (x) any other specific terms of the Offered Debt Securities,
including any additional events of default or covenants provided for with
respect to Offered Debt Securities, and any terms which may be required by or
advisable under United States laws or regulations.
Debt Securities or Guaranteed Debt Securities may be presented for
exchange or transfer in the manner, at the places and subject to the
restrictions set forth in such Debt Securities or such Guaranteed Debt
Securities, as applicable, and the Prospectus Supplement. Such services will
be provided without charge, other than any tax or other governmental charge
payable in connection therewith, but subject to the limitations provided in the
applicable Indenture.
5
<PAGE> 7
Debt Securities or Guaranteed Debt Securities will bear interest at a
fixed rate (a "Fixed Rate Security") or a floating rate (a "Floating Rate
Security"). Debt Securities or Guaranteed Debt Securities bearing no interest
or interest at a rate which, at the time of issuance, is below the prevailing
market rate, will be sold at a discount below their stated principal amount.
Special United States federal income tax considerations applicable to any such
discounted Debt Securities or Guaranteed Debt Securities or to certain Debt
Securities or Guaranteed Debt Securities issued at par which are treated as
having been issued at a discount for United States income tax purposes will be
described in the relevant Prospectus Supplement.
Debt Securities or Guaranteed Debt Securities may be issued, from time
to time, with the principal amount payable on any principal payment date, or
the amount of interest payable on any interest payment date, to be determined
by reference to one or more currency exchange rates, commodity prices, equity
indices or other factors. Holders of such Debt Securities or Guaranteed Debt
Securities may receive a principal amount on any principal payment date, or a
payment of interest on any interest payment date, that is greater than or less
than the amount of principal or interest otherwise payable on such dates,
depending upon the value on such dates of the applicable currency, commodity,
equity index or other factor. Information as to the methods of determining the
amount of principal or interest payable on any date, the currencies,
commodities, equity indices or other factors to which the amount payable on
such date is linked and certain additional tax considerations will be set forth
in the applicable Prospectus Supplement.
None of the Indentures contain any covenant or other specific
provision to afford protection to holders of the Debt Securities or Guaranteed
Debt Securities in the event of a highly leveraged transaction or a change in
control of Chubb or Capital, as the case may be, except to the limited extent
described under "Consolidation, Merger and Sale of Assets".
GUARANTEE
Chubb will guarantee (each a "Guarantee") the punctual payment of the
principal of, premium, if any, and interest on the Guaranteed Debt Securities,
when and as the same are due and payable. Each Guarantee is absolute and
unconditional, irrespective of any circumstance that might otherwise constitute
a legal or equitable discharge of a surety or guarantor. Notwithstanding the
foregoing, the Guarantees of the Guaranteed Subordinated Debt Securities will
be subordinate and junior in right of payment to the extent and in the manner
set forth in the Subordinated Indenture to all Senior Indebtedness of Chubb.
To evidence the Guarantee, a guarantee, executed by Chubb, will be endorsed on
each Guaranteed Debt Security. (Senior Capital Indenture and Subordinated
Capital Indenture Sections 3.1, 3.2)
SUBORDINATION
The payment of the principal of, premium, if any, and interest on the
Subordinated Debt Securities or the Guaranteed Subordinated Debt Securities, as
the case may be, is subordinated in right of payment, as set forth in the
Subordinated Debt Securities, Guaranteed Subordinated Debt Securities and the
applicable Indenture, to the prior payment in full of all Senior Indebtedness
of Chubb or Capital, as applicable, and the Guarantees are subordinated to the
prior payment in full of all Senior Indebtedness of Chubb. "Senior
Indebtedness" of Chubb or Capital, as the case may be, is defined as the
principal of, premium, if any, and unpaid interest on the following, whether
outstanding at the date of the
6
<PAGE> 8
applicable Indenture or thereafter incurred or created: (a) indebtedness of
Chubb or Capital, as the case may be, for money borrowed (including
purchase-money obligations) evidenced by notes or other written obligations,
(b) indebtedness of Chubb or Capital, as the case may be, evidenced by notes
(other than the Offered Securities), debentures, bonds or other securities
issued under the provisions of an indenture or similar instrument, (c)
obligations of Chubb or Capital, as the case may be, as lessee under
capitalized leases and leases of property made as part of any sale and
leaseback transactions, (d) indebtedness of others of any of the kinds
described in the preceding clauses (a) through (c) assumed or guaranteed by
Chubb or Capital, as the case may be, and (e) renewals, extensions and
refundings of, and indebtedness and obligations of a successor corporation
issued in exchange for or in replacement of, indebtedness or obligations of the
kinds described in the preceding clauses (a) through (d), unless in the case of
any particular indebtedness, obligation, renewal, extension or refunding the
instrument creating or evidencing the same or the assumption or guarantee
thereof expressly provides that such indebtedness, obligation, renewal,
extension or refunding is not superior in right of payment to the Subordinated
Debt Securities or to the Guaranteed Subordinated Debt Securities. The
applicable Indentures, the Subordinated Debt Securities and the Guaranteed
Subordinated Debt Securities do not limit the amount of Senior Indebtedness
that may be incurred. Information concerning the amount of Senior Indebtedness
to which the Debt Securities and the Guaranteed Debt Securities would be
subordinate at a then recent date will be set forth in the applicable
Prospectus Supplement. (Subordinated Indenture Section 15.1; Subordinated
Capital Indenture Section 16.1)
No payment on account of principal of, premium, if any, or interest on
the Subordinated Debt Securities or the Guaranteed Subordinated Debt
Securities, as the case may be, may be made if, at the time of such payment,
there exists any default with respect to any Senior Indebtedness and the
default is the subject of judicial proceedings or Chubb or Capital, as the case
may be, receives notice of the default from any holder of Senior Indebtedness
or any trustee therefor. Upon any acceleration of the maturity of the
Subordinated Debt Securities or the Guaranteed Subordinated Debt Securities, as
the case may be, by reason of any Event of Default (as defined below), Chubb or
Capital, as the case may be, must give notice of the acceleration to holders of
the Senior Indebtedness and may not pay holders of the Subordinated Debt
Securities or the Guaranteed Subordinated Debt Securities, as applicable, until
120 days after the acceleration and then only if such payment is otherwise
permitted at that time. The terms of the Subordinated Indenture and the
Subordinated Capital Indenture provide that neither Chubb nor Capital will
issue any subordinated debt unless such debt is pari passu with the
Subordinated Debt Securities or the Guaranteed Subordinated Debt Securities.
In the event of any payment or distribution of assets or securities of Chubb or
Capital, as the case may be, upon any dissolution, winding up, total or partial
liquidation or reorganization of or similar proceeding relating to Chubb or
Capital, as the case may be, all principal of, premium, if any, and interest
due on all Senior Indebtedness of Chubb or Capital, as applicable, must be paid
in full before the holders of the Subordinated Debt Securities or the
Guaranteed Subordinated Debt Securities are entitled to receive or retain any
payment. By reason of such subordination, in the event of insolvency,
creditors of Chubb and/or Capital who are holders of Senior Indebtedness of
Chubb or Capital, as the case may be, as well as general creditors of Chubb
and/or Capital, may recover more, ratably, than the holders of the Subordinated
Debt Securities or the Guaranteed Subordinated Debt Securities, as the case may
be. (Subordinated Indenture Sections 15.1, 15.2, 15.3; Subordinated
Capital Indenture Sections 16.1, 16.2, 16.3)
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MODIFICATION AND WAIVER
Modifications and amendments of any Indenture may be made by Chubb,
and in the case of Indentures to which it is a party, Capital, and the Trustee,
with the consent of the record holders of a majority in aggregate principal
amount of the outstanding securities issued under the Indenture which are
affected by the modification or amendment provided that no such modification or
amendment may, without the consent of the record holder of each such security
affected thereby, among other things: (a) extend the final maturity of any
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof or the amount thereof provable in bankruptcy, or change the
currency of payment of principal of or interest on any security, or extend the
time or reduce the amount of any payment to any sinking fund or analogous
obligation relating to any security, or impair or affect the right of any
security holder to institute suit for the payment thereof or, if the relevant
securities provide therefor, any right of repayment at the option of the
security holder (b) reduce the aforesaid percentage of securities of any
series, the consent of the holders of which is required for any such
supplemental indenture, or (c) reduce the percentage of securities of any
series necessary to consent to waive any past default under the Indenture to
less than a majority, or (d) modify any of the provisions of the sections of
such Indenture relating to supplemental indentures with the consent of the
holders of securities, except to increase any such percentage or to provide
that certain other provisions of the Indenture cannot be modified or waived
without the consent of the holder of each security affected thereby, provided,
however, that this clause shall not be deemed to require the consent of any
holder with respect to changes in the references to "the Trustee" and
concomitant changes in such section or the deletion of this proviso. (Senior
Indenture and Subordinated Indenture Section 8.2; Senior Capital Indenture and
Subordinated Capital Indenture Section 9.2)
A supplemental indenture which changes or eliminates any covenant or
other provision of any Indenture which has expressly been included solely for
the benefit of one or more particular series of securities, or which modifies
the rights of the holders of securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under the
Indenture of the holders of securities of any other series. (Senior Indenture
and Subordinated Indenture Section 8.2; Senior Capital Indenture and
Subordinated Capital Indenture Section 9.2)
Modifications and amendments of any Indenture may be made by Chubb and
in the case of Indentures to which it is a party, Capital and the Trustee,
without the consent of the holders of any series of securities issued
thereunder: (1) to secure any securities issued thereunder; (2) to evidence
the succession of another corporation to Chubb or Capital and the assumption by
any such successor of the covenants, agreements and obligations of Chubb or
Capital, as the case may be, in the Indenture and in the securities issued
thereunder; (3) to add to the covenants of Chubb or Capital or to add any
additional events of default; (4) to cure any ambiguity, to correct or
supplement any provision in such Indenture that may be inconsistent with any
other provision of such Indenture or to make any other provisions with respect
to matters or questions arising under such Indenture, provided that such action
shall not adversely affect the interests of the holders of any series of
securities issued thereunder; (5) to establish the form and terms of securities
issued thereunder; (6) to evidence and provide for a successor Trustee under
such Indenture with respect to one or more series of securities issued
thereunder or to provide for or facilitate the administration of the trusts
under the Indenture by more than one trustee; (7) to permit or facilitate the
issuance of securities in bearer form or to provide for uncertificated
securities to be issued thereunder; or (8) to change or eliminate any provision
of such Indenture, provided that any such change or
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elimination shall become effective only when there is no security outstanding
of any series created prior to the execution of such supplemental indenture
which is entitled to the benefit of such provision. (Senior Indenture and
Subordinated Indenture Section 8.1; Senior Capital Indenture and Subordinated
Capital Indenture Section 9.1)
EVENTS OF DEFAULT
The following will be events of default (each an "Event of Default")
under each Indenture with respect to each series of Debt Securities or
Guaranteed Debt Securities: (a) failure to pay principal (or premium, if any)
on any of the securities of such series outstanding under such Indenture when
due; (b) failure to pay any interest on any of the securities of such series
outstanding under such Indenture when due, continued for 30 days; (c) default
in the payment, if any, of any sinking fund installment when due, payable by
the terms of securities of such series; (d) failure to perform any other
covenant of Chubb or Capital, as the case may be, contained in such Indenture
continued for 60 days after written notice; and (e) certain events of
bankruptcy, insolvency or reorganization of Chubb or, in the case of Guaranteed
Debt Securities only, Capital. If an Event of Default shall happen and be
continuing, the Trustee in its discretion may, and at the written request of
record holders of a majority in aggregate principal amount of the securities of
each series affected outstanding under the relevant Indenture and upon being
indemnified to its satisfaction shall, proceed to protect and enforce its
rights, and those of the record holders of such securities. In case an Event
of Default described in (a), (b), (c) or (d) (if such Event of Default is with
respect to less than all series of securities under the relevant Indenture then
outstanding) above shall occur and be continuing with respect to any series of
securities, the Trustee or the holders of not less than 25% in aggregate
principal amount of the securities of such series then outstanding (each such
series acting as a separate class) may declare the principal (or, in the case
of discounted Debt Securities or discounted Guaranteed Debt Securities, the
amount specified in the terms thereof) of such series to be due and payable.
In case an Event of Default described in (d) (if such Event of Default is with
respect to all series of securities under the relevant Indenture then
outstanding) or (e) above shall occur and be continuing, the Trustee or the
holders of not less than 25% in aggregate principal amount of all securities
then outstanding under the relevant Indenture (treated as one class) may
declare the principal (or, in the case of discounted Debt Securities or
discounted Guaranteed Debt Securities, the amount specified in the terms
thereof) of all outstanding securities to be due and payable. Any Event of
Default with respect to a particular series of securities under the relevant
Indenture may be waived by the holders of a majority in aggregate principal
amount of the outstanding securities of such series (or of all the outstanding
securities under the relevant Indenture, as the case may be), except in each
case a failure to pay principal of or premium, if any, or interest on such
security. (Senior Indenture and Subordinated Indenture Section 5.1, 5.10;
Senior Capital Indenture and Subordinated Capital Indenture Section 6.2, 6.10)
The Trustee may withhold notice to the holders of any default with
respect to any series of securities (except in payment of principal of or
interest or premium on, or sinking fund payment in respect of, the securities)
if the Trustee considers it in the interest of holders to do so. (Senior
Indenture and Subordinated Indenture Section 5.11; Senior Capital Indenture
and Subordinated Capital Indenture Section 6.11)
Each of Chubb and Capital is required to furnish to the Trustee
annually a statement as to its performance or fulfillment of covenants,
agreements or conditions in the Indenture and as to the absence of default.
(Senior Indenture and Subordinated Indenture Section 3.5; Senior Capital
Indenture and Subordinated Capital Indenture Section 4.5)
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CONSOLIDATION, MERGER AND SALE OF ASSETS
Chubb may not consolidate with, merge into or sell, convey or lease
all or substantially all of its assets to any Person nor permit any Person to
consolidate with, merge into or sell, convey or lease all or substantially all
of its assets to Chubb unless Chubb is the surviving corporation or the
successor Person is a corporation organized under the laws of any domestic
jurisdiction and assumes Chubb's obligations on the Debt Securities, the
Guarantees of the Guaranteed Debt Securities, if applicable, and under the
Indentures, and after giving effect thereto no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default
shall have occurred and be continuing, and that certain other conditions are
met. Senior Indenture and Subordinated Indenture Sections 9.1, 9.2; Senior
Capital Indenture and Subordinated Capital Indenture Sections 10.3, 10.4)
Capital may not consolidate with, merge into or sell, convey or lease
all or substantially all of its assets to any Person nor permit any Person to
consolidate with, merge into or sell, convey or lease all or substantially all
of its assets to Capital unless Capital is the surviving corporation or the
successor Person is a corporation organized under the laws of any domestic
jurisdiction and assumes Capital's obligations on the Guaranteed Debt
Securities and under the Senior Capital Indenture and the Subordinated Capital
Indenture, and after giving effect thereto no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default
shall have occurred and be continuing, and that certain other conditions are
met. (Senior Capital Indenture and Subordinated Capital Indenture Sections
10.1, 10.2)
APPLICABLE LAW
The Debt Securities, Guaranteed Debt Securities and each Indenture
will be governed by and construed in accordance with the laws of the State of
New York. (Senior Indenture and Subordinated Indenture Section 11.8; Senior
Capital Indenture and Subordinated Capital Indenture Section 12.8).
CONCERNING THE TRUSTEE
The First National Bank of Chicago, 153 West 51 Street, New York, New
York 10019, is the Trustee under the Senior Indenture and the Senior Capital
Indenture and will be the Trustee under the Subordinated Indenture and the
Subordinated Capital Indenture.
DESCRIPTION OF THE CAPITAL STOCK
GENERAL
The authorized capital stock of Chubb consists of 300,000,000 shares
of common stock, $1.00 par value per share (the "Common Stock"), and 4,000,000
shares of Preferred Stock, $1.00 par value (the "Preferred Stock"). As of
March 31, 1995, there were issued 87,826,495 shares of Common Stock, of which
894,705 were treasury shares and 86,931,790 were outstanding, and Chubb had no
Preferred Stock issued or outstanding.
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The following summary of the terms of Chubb's capital stock does not
purport to be complete and is qualified in its entirety by reference to the
applicable provisions of New Jersey law and Chubb's Restated Certificate of
Incorporation, as amended (the "Charter").
COMMON STOCK
The holders of shares of Common Stock, subject to the preferential
rights of the holders of any shares of Preferred Stock of Chubb, are entitled
to dividends when and as declared by the Board of Directors. The holders of
the Common Stock have one vote per share on all matters submitted to a vote of
the shareholders, and the right to the net assets of Chubb in liquidation after
payment of any amounts due to creditors and in respect of the preferred stock
of Chubb. Holders of shares of Common Stock are not entitled as a matter of
right to any preemptive or subscription rights and are not entitled to
cumulative voting for directors. All outstanding shares of Common Stock are,
and the shares of Common Stock issued hereunder upon exchange of the Debt
Securities, Guaranteed Debt Securities or Preferred Stock will be, fully paid
and nonassessable.
Under New Jersey law and the Charter, the affirmative vote of
two-thirds of the votes cast is required for shareholder approval of any merger
or any plan of consolidation as well as for any sale, lease, exchange or other
disposition of all, or substantially all, of the assets of Chubb, if not in the
usual and regular course of its business, and for any liquidation, dissolution
or amendment of the Charter. All other shareholder action is decided by a
majority of the votes cast at a meeting of shareholders.
The By-Laws of Chubb provide that the annual meeting of shareholders
shall be held on such day in the month of April of each year as is designated
by the Board of Directors and as stated in a written notice, which notice is
mailed or delivered to each shareholder at least ten days prior to any
shareholder meeting. The Charter and the By-Laws provide that shareholder
meetings may be held in the State of New Jersey or in the City of New York,
State of New York, at such place therein as may from time to time be designated
by the Board of Directors.
The Charter further provides that the Board of Directors has the
power, except as provided by statute, in its discretion, to use or apply any
funds of Chubb lawfully available therefor for the purchase or acquisition of
shares of the capital stock or bonds or other securities of Chubb, in the
market or otherwise, at such price as may be fixed by the Board, and to such
extent and in such manner and for such purposes and upon such terms as the
Board may deem expedient and as may be permitted by law.
The Transfer Agent and Registrar for Chubb's Common Stock is First
Chicago Trust Company of New York, P.O. Box 2500, Jersey City, New Jersey
07303-2500.
PREFERRED STOCK
Under the Charter, Chubb is authorized to issue up to 4,000,000 shares
of Preferred Stock, in one or more series, with such designations and such
relative voting, dividend, liquidation, conversion and other rights,
preferences and limitations as are stated in the Charter any amendment thereto
establishing such series adopted by the Board of Directors of Chubb.
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Shares of Preferred Stock of Chubb may be issued in one or more series
and the shares of all series will rank pari passu and be identical in all
respects, except that with respect to each series the Board of Directors may
fix, among other things: the rate of dividends payable thereon; the time and
prices of redemption; the amount payable upon voluntary liquidation; the
retirement or sinking fund, if any; the conversion rights, if any; the voting
rights, if any, in addition to the voting right described below; the
restrictions, if any, upon creation of indebtedness of Chubb, or any subsidiary
thereof, or the issuance of stock ranking on a parity with or senior to the
shares of Preferred Stock either as to dividends or upon liquidation; the
restrictions, if any, on the payment of dividends upon, or on the acquisition
of, the Common Stock or upon any other class or classes of stock of Chubb
(other than Preferred Stock) ranking on a parity with or junior to the shares
of Preferred Stock either as to dividends or upon liquidation; and the number
of shares to comprise such series. Each series of Preferred Stock will be
entitled to receive an amount payable upon liquidation, dissolution or winding
up, fixed for each series, plus all dividends accumulated to the date of final
distribution, before any payment or distribution of assets of Chubb is made on
Common Stock. Shares of Preferred Stock that have been issued and reacquired
in any manner by Chubb (including shares redeemed, shares purchased and retired
and shares that have been converted into shares of another series or class) may
be reissued as part of the same or another series of Preferred Stock. In
accordance with the foregoing, the 4,000,000 authorized but unissued shares of
Preferred Stock may be issued pursuant to resolution of the Board of Directors
without the vote of the holders of any capital stock of Chubb.
PREFERRED STOCK DEPOSITARY SHARES
Chubb may, at its option, elect to offer receipts for fractional
interests ("Depositary Shares") in Preferred Stock. In such event, receipts
("Depositary Receipts") for Depositary Shares, each of which will represent a
fraction (to be set forth in the Prospectus Supplement relating to a particular
series of Preferred Stock) of a share of a particular series of Preferred
Stock, will be issued as described below.
The shares of any series of Preferred Stock represented by Depositary
Shares will be deposited under a deposit agreement (the "Deposit Agreement")
between Chubb and the depositary named in the Prospectus Supplement relating to
such shares (the "Preferred Stock Depositary"). Subject to the terms of the
Deposit Agreement, each owner of a Depositary Share will be entitled, in
proportion to the applicable fraction of a share of Preferred Stock represented
by such Depositary Share, to all the rights and preferences of the Preferred
Stock represented thereby (including dividend, voting, redemption, conversion,
exchange, subscription and liquidation rights). The following summary of
certain provisions of the Deposit Agreement does not purport to be complete and
is subject to, and is qualified in its entirety by reference to, all the
provisions of the Deposit Agreement, including the definitions therein of
certain terms. Whenever particular sections of the Deposit Agreement are
referred to, it is intended that such section shall be incorporated herein by
reference. Copies of the forms of Deposit Agreement and Depositary Receipt are
filed as exhibits to the Registration Statement of which this Prospectus is a
part, and the following summary is qualified in its entirety by reference to
such exhibits.
The Preferred Stock Depositary will distribute to holders of
Depositary Receipts all cash dividends or other cash distributions received in
respect of the Preferred Stock to the record holders of Depositary Shares
relating to such Preferred Stock in proportion to the numbers of such
Depositary Shares owned by such holders. (Deposit Agreement Section 4.01)
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In the event of a distribution other than in cash, the Preferred Stock
Depositary will distribute property received by it to the record holders of
Depositary Shares in an equitable manner, unless the Preferred Stock Depositary
determines that it is not feasible to make such distribution, in which case the
Preferred Stock Depositary may sell such property and distribute the net
proceeds from such sale to such holders. (Deposit Agreement Section 4.02)
Upon surrender of a Depositary Receipt at the corporate trust office
of the Preferred Stock Depositary and upon payment of the taxes, charges and
fees provided for in the Deposit Agreement and subject to the terms thereof,
the holder of the Depositary Shares evidenced thereby is entitled to delivery
at such office, to or upon his or her order, of the number of whole shares of
the related series of Preferred Stock and any money or other property, if any,
represented by such Depositary Shares.
If a series of Preferred Stock represented by Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the Preferred Stock Depositary resulting from the redemption, in
whole or in part, of such series of Preferred Stock held by the Preferred Stock
Depositary. The redemption price per Depositary Share will be equal to the
applicable fraction of the redemption price per share payable with respect to
such series of the Preferred Stock. Whenever Chubb redeems shares of Preferred
Stock held by the Preferred Stock Depositary, the Preferred Stock Depositary
will redeem as of the same redemption date the number of Depositary Shares
representing shares of Preferred Stock so redeemed. If fewer than all the
Depositary Shares are to be redeemed, the Depositary Shares to be redeemed will
be selected by lot, pro rata or by any other equitable method as may be
determined by the Preferred Stock Depositary. (Deposit Agreement Section 2.08)
Upon receipt of notice of any meeting at which the holders of the
Preferred Stock are entitled to vote, the Preferred Stock Depositary will mail
the information contained in such notice of meeting to the record holders of
the Depositary Shares relating to such Preferred Stock. Each record holder of
such Depositary Shares on the record date (which will be the same date as the
record date for the Preferred Stock) will be entitled to instruct the Preferred
Stock Depositary as to the exercise of the voting rights pertaining to the
amount of the Preferred Stock represented by such holder's Depositary Shares.
The Preferred Stock Depositary will endeavor, insofar as practicable, to vote
the amount of the Preferred Stock represented by such Depositary Shares in
accordance with such instructions, and Chubb will agree to take all reasonable
action which may be deemed necessary by the Preferred Stock Depositary in order
to enable the Preferred Stock Depositary to do so. The Preferred Stock
Depositary will abstain from voting shares of the Preferred Stock to the extent
it does not receive specific instructions from the holder of Depositary Shares
representing such Preferred Stock. (Deposit Agreement Section 4.05)
The form of Depositary Receipt evidencing the Depositary Shares and
any provision of the Deposit Agreement may at any time be amended by agreement
between Chubb and the Preferred Stock Depositary. However, any amendment which
materially and adversely alters the rights of the holders of Depositary Shares
will not be effective unless such amendment has been approved by the holders of
at least a majority of the Depositary Shares then outstanding. The Deposit
Agreement will terminate only if (i) all outstanding Depositary Shares have
been redeemed or (ii) there has been a final distribution in respect of the
Preferred Stock in connection with any liquidation, dissolution or winding-up
of Chubb and such distribution has been distributed to the holders of
Depositary Receipts. (Deposit Agreement Sections 6.01, 6.02)
Chubb will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. Chubb will
pay charges of the Preferred Stock Depositary in
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connection with the initial deposit of the Preferred Stock and issuance of
Depositary Receipts, all withdrawals of shares of Preferred Stock by owners of
Depositary Shares and any redemption of the Preferred Stock. Holders of
Depositary Receipts will pay other transfer and other taxes and governmental
charges and such other charges as are expressly provided in the Deposit
Agreement to be for their accounts. (Deposit Agreement Section 5.07)
The Preferred Stock Depositary may resign at any time by delivering to
Chubb notice of its election to do so, and Chubb may at any time remove the
Preferred Stock Depositary, any such resignation or removal to take effect upon
the appointment of a successor Preferred Stock Depositary and its acceptance of
such appointment. Such successor Preferred Stock Depositary must be appointed
within 60 days after delivery of the notice of resignation or removal and must
be a bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000 (Deposit
Agreement Section 5.04)
The Preferred Stock Depositary will forward to holders of Depositary
Receipts all reports and communications from Chubb which are delivered to the
Preferred Stock Depositary and which Chubb is required or otherwise determines
to furnish to the holders of the Preferred Stock. (Deposit Agreement Section
4.07)
Neither the Preferred Stock Depositary nor Chubb will be liable under
the Deposit Agreement to holders of Depositary Receipts other than for its
negligence, willful misconduct or bad faith. Neither Chubb nor the Preferred
Stock Depositary will be obligated to prosecute or defend any legal proceeding
in respect of any Depositary Shares or Preferred Stock unless satisfactory
indemnity is furnished. Chubb and the Preferred Stock Depositary may rely upon
written advice of its counsel or accountants, or upon information provided by
persons presenting Preferred Stock for deposit, holders of Depositary Receipts
or other persons believed to be competent and on documents believed to be
genuine. (Deposit Agreement Section 5.03)
SHAREHOLDERS RIGHTS PLAN
In June 1989, the Board of Directors of Chubb adopted a Shareholder
Rights Plan and declared a dividend distribution of one Right for each
outstanding share of the Common Stock. As a result of the two-for-one stock
split of the Common Stock in May 1990, the number of Rights per share of Common
Stock was adjusted to one-half of a Right. Each Right entitles the registered
holder to purchase from Chubb a unit consisting of one one-hundredth of a share
(a "Unit") of Series A Participating Cumulative Preferred Stock, par value
$1.00 per share (the "Preferred Stock"), at a Purchase Price of $225 per Unit
subject to adjustment. The description and terms of the Rights are set forth
in the Rights Agreement between Chubb and First Chicago Trust Company of New
York, as Rights Agent.
The Rights are attached to all outstanding shares of Common Stock, and
no separate Rights Certificates will be distributed. The Rights will separate
from the Common Stock and a Distribution Date will occur upon the earlier of:
(i) 10 days following the date (the "Stock Acquisition Date") of any public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 25% or more of the
outstanding shares of Common Stock, or (ii) 10 business days following the
commencement of a tender offer or exchange offer that would result in a person
or group becoming an Acquiring Person. Until the Distribution Date (or earlier
redemption or expiration of the Rights), (i) the Rights will be evidenced by
the Common Stock certificates and will be
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transferred with and only with such Common Stock certificates, (ii) new Common
Stock certificates issued after June 12, 1989 will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer of any certificates for Common Stock will also constitute the transfer
of the Rights associated with the common Stock represented by such
certificates.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on June 12, 1999 unless previously redeemed by
Chubb as described below.
As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date and, thereafter the separate Right Certificates alone
will represent the Rights. Except as otherwise determined by the Board of
Directors, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
In the event that any person becomes an Acquiring Person, proper
provision will be made so that each holder of a Right, other than Rights that
are, or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by an Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of shares of
Common Stock having a market value of two times the exercise price of the
right. In the event that, at any time following the Stock Acquisition Date,
(i) Chubb is acquired in a merger or other business combination transaction, or
(ii) 50% or more of Chubb's assets or earning power is sold, each holder of a
Right shall thereafter have the right to receive, upon exercise, common stock
of the acquiring company having a value equal to two times the exercise price
of the Right. The events described in this paragraph are referred to as
"Triggering Events".
The Purchase Price payable, and the number of Units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities
at less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights
or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Stock on the
last trading date prior to the date of exercise.
The Rights may be redeemed in whole, but not in part, at a price of
$.01 per Right by the Board of Directors at any time until the tenth day after
the Stock Acquisition Date (or such later date as a majority of the Continuing
Directors then in office may determine). Under certain circumstances set forth
in the Rights Agreement, the decision to redeem shall require the concurrence
of a majority of the Continuing Directors.
Immediately upon the action of the Board of Directors ordering
redemption of the Rights, with, where required, the concurrence of a majority
of the Continuing Directors, the Rights will terminate and thereafter the only
right of the holders of Rights will be to receive the redemption price.
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The term "Continuing Director" means any member of the Board of
Directors who was a member of the Board prior to the time the Acquiring Person
becomes such, and any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors.
Continuing Directors do not include an Acquiring Person, or an affiliate or
associate of an Acquiring Person, or any representative of the foregoing
entities.
Until a Right is exercised, the holder will have no rights as a
shareholder of Chubb (beyond those as an existing shareholder), including the
right to vote or to receive dividends. As long as the Rights are attached to
the Common Stock, Chubb will issue one half of a Right with each new share of
Common Stock issued.
DESCRIPTION OF WARRANTS
Chubb or Capital may issue Warrants, including Warrants to purchase
Debt Securities or Guaranteed Debt Securities ("Debt Warrants") as well as
other types of Warrants to purchase Securities. Warrants may be issued
independently or together with any Securities and may be attached to or
separate from such Securities. The Warrants are to be issued under warrant
agreements (each a "Warrant Agreement") to be entered into between Chubb or
Capital, as the case may be, and a bank or trust company, as warrant agent (the
"Warrant Agent"), all as shall be set forth in the Prospectus Supplement
relating to the warrants being offered pursuant thereto.
DEBT WARRANTS
The applicable Prospectus Supplement will describe the terms of Debt
Warrants offered thereby, the Warrant Agreement relating to such Debt Warrants
and the debt warrant certificates representing such Debt Warrants, including
the following: (1) the title of such Debt Warrants; (2) the aggregate number
of such Debt Warrants; (3) the price or prices at which such Debt Warrants will
be issued; (4) the currency or currencies, including composite currencies or
currency units, in which the price of such Debt Warrants may be payable; (5)
the designation, aggregate principal amount and terms of the Debt Securities or
Guaranteed Debt Securities purchasable upon exercise of such Debt Warrants, and
the procedures and conditions relating to the exercise of such Debt Warrants;
(6) the designation and terms of any related Debt Securities or Guaranteed Debt
Securities with which such Debt Warrants are issued, and the number of such
Debt Warrants issued with each such security; (7) the currency or currencies,
including composite currencies or currency units, in which the principal (or
premium, if any), or interest, if any, on the Debt Securities or Guaranteed
Debt Securities purchasable upon exercise of such Debt Warrants will be
payable; (8) the date, if any, on and after which such Debt Warrants and the
related Debt Securities or Guaranteed Debt Securities will be separately
transferable; (9) the principal amount of Debt Securities or Guaranteed Debt
Securities purchasable upon exercise of each Debt Warrant, and the price at
which and the currency, including composite currency or currency unit, in which
such principal amount of Debt Securities or Guaranteed Debt Securities may be
purchased upon such exercise; (10) the date on which the right to exercise such
Debt Warrants shall commence, and the date on which such right shall expire;
(11) the maximum or minimum number of such Debt Warrants which may be exercised
at any time; (12) a discussion of material federal income tax considerations,
if any; (13) in the case of Debt Warrants issued by Capital, the extent (if
any) to which Chubb will guarantee the performance by Capital of its
obligations under such Debt Warrants; and (14) any other terms of such Debt
Warrants and terms, procedures and limitations relating to the exercise of such
Debt Warrants.
16
<PAGE> 18
Debt Warrant certificates will be exchangeable for new Debt Warrant
certificates of different denominations, and Debt Warrants may be exercised at
the corporate trust office of the Warrant Agent or any other office indicated
in the Prospectus Supplement. Prior to the exercise of their Debt Warrants,
holders of Debt Warrants will not have any of the rights of holders of the
securities purchasable upon such exercise and will not be entitled to payments
of principal of (or premium, if any) or interest, if any, on the securities
purchasable upon such exercise.
OTHER WARRANTS
Chubb may issue other Warrants. The applicable Prospectus Supplement
will describe the following terms of any such other Warrants in respect of
which this Prospectus is being delivered: (1) the title of such Warrants; (2)
the Securities (which may include Preferred Stock or Common Stock) for which
such Warrants are exercisable; (3) the price or prices at which such Warrants
will be issued; (4) the currency or currencies, including composite currencies
or currency units, in which the price of such Warrants may be payable; (5) if
applicable, the designation and terms of the Preferred Stock with which such
Warrants are issued, and the number of such Warrants issued with each share of
Preferred Stock or Common Stock; (6) any provisions for adjustment of the
number or amount of securities receivable upon exercise of such Warrants or the
exercise price of such Warrants; (7) if applicable, the date on and after which
such Warrants and the related Preferred Stock or Common Stock will be
separately transferable; (8) if applicable, a discussion of material federal
income tax considerations; (9) any other terms of such Warrants, including
terms, procedures and limitations relating to the exchange and exercise of such
Warrants; (10) the date on which the right to exercise such Warrants shall
commence, and the date on which such right shall expire; and (11) the maximum
or minimum number of such Warrants which may be exercised at any time.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder of Warrants to purchase for cash
such principal amount of Securities at such exercise price as shall in each
case be set forth in, or be determinable as set forth in, the Prospectus
Supplement relating to the Warrants offered thereby. Warrants may be exercised
at any time up to the close of business on the expiration date set forth in the
Prospectus Supplement relating to the Warrants offered thereby. After the
close of business on the expiration date, unexercised Warrants will become
void.
Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Warrants offered thereby. Upon receipt of payment and the
warrant certificate properly completed and duly executed at the corporate trust
office of the Warrant Agent or any other office indicated in the Prospectus
Supplement, the Corporation will, as soon as practicable, forward the
Securities purchasable upon such exercise. If less than all of the Warrants
represented by such warrant certificate are exercised, a new warrant
certificate will be issued for the remaining Warrants.
PLAN OF DISTRIBUTION
Offered Securities may be sold (i) through agents, (ii) through
underwriters, (iii) through dealers or (iv) directly to purchasers (through a
specific bidding or auction process or otherwise).
17
<PAGE> 19
Offers to purchase Offered Securities may be solicited by agents
designated by Chubb or Capital, as the case may be, from time to time. Any
such agent involved in the offer or sale of the Offered Securities will be
named, and any commissions payable by Chubb or Capital, as the case may be, to
such agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment. Any such agent may be deemed
to be an underwriter, as that term is defined in the Securities Act of 1933, as
amended (the "1933 Act") of the Offered Securities so offered and sold.
If an underwriter or underwriters are utilized in the sale of Offered
Securities, Chubb or Capital, as the case may be, will execute an underwriting
agreement with such underwriter or underwriters at the time an agreement for
such sale is reached, and the names of the specific managing underwriter or
underwriters, as well as any other underwriters, and the terms of the
transactions, including compensation of the underwriters and dealers, if any,
will be set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of Offered Securities.
If a dealer is utilized in the sale of Offered Securities, Chubb or
Capital, as the case may be, will sell such Offered Securities to the dealer,
as principal. The dealer may then resell such Offered Securities to the public
at varying prices to be determined by such dealer at the time of resale. The
name of the dealer and the terms of the transactions will be set forth in the
Prospectus Supplement relating thereto.
Offers to purchase Offered Securities may be solicited directly by
Chubb or Capital, as the case may be, and sales thereof may be made by Chubb or
Capital, as the case may be, directly to institutional investors or others.
The terms of any such sales, including the terms of any bidding or auction
process, if utilized, will be described in the Prospectus Supplement relating
thereto.
Offered Securities may also be offered and sold, if so indicated in
the Prospectus Supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more firms ("remarketing firms"), acting as principals
for their own accounts or as agents for Chubb or Capital, as the case may be.
Any remarketing firm will be identified and the terms of its agreement, if any,
with Chubb or Capital, as the case may be, and its compensation will be
described in the Prospectus Supplement. Remarketing firms may be deemed to be
underwriters in connection with the Debt Securities or Guaranteed Debt
Securities remarketed thereby.
Agents, underwriters, dealers and remarketing firms may be entitled
under agreements which may be entered into with Chubb or Capital, as the case
may be, to indemnification by Chubb or Capital, as the case may be, against
certain liabilities, including liabilities under the 1933 Act, and any such
agents, underwriters, dealers or remarketing firms, or their affiliates may be
customers of, engage in transactions with or perform services for Chubb or
Capital, as the case may be, in the ordinary course of business.
If so indicated in the Prospectus Supplement, Chubb or Capital, as the
case may be, will authorize agents and underwriters to solicit offers by
certain institutions to purchase Debt Securities or Guaranteed Debt Securities
from Chubb or Capital, as the case may be, at the public offering price set
forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on the date stated in the
Prospectus Supplement. Such Contracts will be subject to only those conditions
set forth in the Prospectus Supplement. A commission indicated in the
Prospectus Supplement will be paid to underwriters and agents soliciting
purchases of Debt Securities or Guaranteed Debt Securities pursuant to
Contracts accepted by Chubb or Capital, as the case may be.
18
<PAGE> 20
EXPERTS
The consolidated financial statements of The Chubb Corporation
incorporated by reference in the Annual Report (Form 10-K) and the financial
statement schedules included therein of Chubb for the year ended December 31,
1994 have been audited by Ernst & Young LLP, independent auditors, as set forth
in their reports dated February 24, 1995 and March 27, 1995, included or
incorporated by reference therein, and are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
Any financial statements and schedules hereafter incorporated by
reference in the registration statement of which this prospectus is a part that
have been audited and are the subject of a report by independent accountants
will be incorporated herein by reference in reliance upon such reports and upon
the authority of such firms as experts in accounting and auditing to the extent
covered by consents filed with the Commission.
LEGAL MATTERS
The validity of the Offered Securities offered hereby will be passed
upon for Chubb or Capital, as the case may be, by Davis Polk & Wardwell, New
York, New York. Davis Polk & Wardwell will rely upon Shanley & Fisher, P.C.,
with respect to certain matters of New Jersey law.
19
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Registration fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $137,932.00
Trustees' fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000.00
Costs of printing and engraving . . . . . . . . . . . . . . . . . . . . . . . . . 56,000.00
Legal fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000.00
Accounting fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000.00
Blue sky fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000.00
-----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 488,932.00
</TABLE>
All amounts estimated except for registration fees.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article XII of the Restated Certificate of Incorporation of Chubb
reads as follows:
TWELFTH:
SECTION A. A Director or Officer of the Corporation shall not be
personally liable to the Corporation or its stockholders for damages for breach
of any duty owed to the Corporation or its stockholders, except for liability
for any breach of duty based upon an act or omission (i) in breach of such
Director's or Officer's duty of loyalty to the Corporation or stockholders,
(ii) not in good faith or involving a knowing violation of law or (iii)
resulting in receipt by such Director or Officer of an improper personal
benefit. The provisions of this section shall be effective as and to the
fullest extent that, in whole or in part, they shall be authorized or permitted
by the laws of the State of New Jersey. No repeal or modification of the
foregoing provisions of this Section A nor, to the fullest extent permitted by
law, any modification of law shall adversely affect any right or protection of
a Director or Officer of the Corporation which exists at the time of such
repeal or modification.
SECTION B.
1. As used in this Section B:
(a) "corporate agent" means any person who is or was a
director, officer, or employee of the Corporation and any person who
is or was director, officer, trustee or employee of any other
enterprise, serving, or continuing to serve, as such at the written
II-1
<PAGE> 22
request of the Corporation, signed by the Chairman or the President or
pursuant to a resolution of the Board of Directors, or the legal
representative of any such person;
(b) "other enterprise" means any domestic or foreign
corporation, other than the Corporation, and any partnership, joint
venture, sole proprietorship, trust, employee benefit plan or other
enterprise, whether or not for profit, served by a corporate agent;
(c) "expenses" means reasonable costs, disbursements and
counsel fees;
(d) "liabilities" means amounts paid or incurred in
satisfaction of settlements, judgments, fines and penalties;
(e) "proceeding" means any pending, threatened or
completed civil, criminal, administrative or arbitrative action, suit
or proceeding, and any appeal therein and any inquiry or investigation
which could lead to such action, suit or proceeding, and shall include
any proceeding as so defined existing at or before, and any
proceedings relating to facts occurring or circumstances existing at
or before, the adoption of this Section B.
2. Each corporate agent shall be indemnified by the Corporation
against his expenses and liabilities in connection with any proceeding
involving the corporate agent by reason of his having been such
corporate agent to the fullest extent permitted by applicable law as
the same exists or may hereafter be amended or modified. The right to
indemnification conferred by this paragraph 2 shall also include the
right to be paid by the Corporation the expenses incurred in
connection with any such proceeding in advance of its final
disposition to the fullest extent authorized by applicable law as the
same exists or may hereafter be amended or modified. The right to
indemnification conferred in this paragraph 2 shall be a contract
right.
3. The Corporation may purchase and maintain insurance on behalf
of any corporate agent against any expenses incurred in any
proceedings and any liabilities asserted against him by reason of his
having been a corporate agent, whether or not the Corporation would
have the power to indemnify him against such expenses and liabilities
under applicable law as the same exists or may hereafter be amended or
modified. The Corporation may purchase such insurance from, or such
insurance may be reinsured in whole or in part by, an insurer owned by
or otherwise affiliated with the Corporation, whether or not such
insurer does business with other insureds.
The rights and authority conferred in this Section B shall not
exclude any other right to which any person may be entitled under this
Certificate of Incorporation, the By-Laws, any agreement, vote of stockholders
or otherwise. No repeal or modification of the foregoing provisions of this
Section B nor, to the fullest extent permitted by law, any modification of law,
shall adversely affect any right or protection of a corporate agent which
exists at the time of such repeal or modification.
II-2
<PAGE> 23
* * *
Article Seventh of the Certificate of Incorporation of Capital
reads as follows:
SEVENTH:
SECTION A. A Director or Officer of the Corporation shall not be
personally liable to the Corporation or its stockholders for damages for breach
of any duty owed to the Corporation or its stockholders, except for liability
for any breach of duty based upon an act or omission (i) in breach of such
Director's or Officer's duty of loyalty to the Corporation or stockholders,
(ii) not in good faith or involving a knowing violation of law or (iii)
resulting in receipt by such Director or Officer of an improper personal
benefit. The provisions of this section shall be effective as and to the
fullest extent that, in whole or in part, they shall be authorized or permitted
by the laws of the State of New Jersey. No repeal or modification of the
foregoing provisions of this Section A nor, to the fullest extent permitted by
law, any modification of law shall adversely affect any right or protection of
a Director or Officer of the Corporation which exists at the time of such
repeal or modification.
SECTION B.
1. As used in this Section B:
(a) "corporate agent" means any person who is or was a
director, officer, or employee of the Corporation and any person who
is or was a director, officer, trustee or employee of any other
enterprise, serving, or continuing to serve, as such at the written
request of the Corporation, signed by the Chairman or the President or
pursuant to a resolution of the Board of Directors, or the legal
representative of any such person;
(b) "other enterprise" means any domestic or foreign
corporation, other than the Corporation, and any partnership, joint
venture, sole proprietorship, trust, employee benefit plan or other
enterprise, whether or not for profit, served by a corporate agent;
(c) "expenses" means reasonable costs, disbursements and
counsel fees;
(d) "liabilities" means amounts paid or incurred in
satisfaction of settlements, judgments, fines and penalties;
(e) "proceeding" means any pending, threatened or
completed civil, criminal, administrative or arbitrative action, suit
or proceeding, and any appeal therein and any inquiry or investigation
which could lead to such action, suit or proceeding, and shall include
any proceeding as so defined existing at or before, and any
proceedings relating to facts occurring or circumstances existing at
or before, the adoption of this Section B.
II-3
<PAGE> 24
2. Each corporate agent shall be indemnified by the Corporation
against his expenses and liabilities in connection with any proceeding
involving the corporate agent by reason of his having been such corporate agent
to the fullest extent permitted by applicable law as the same exists or may
hereafter be amended or modified. The right to indemnification conferred by
this paragraph 2 shall also include the right to be paid by the Corporation the
expenses incurred in connection with any such proceeding in advance of its
final disposition to the fullest extent authorized by applicable law as the
same exists or may hereafter be amended or modified. The right to
indemnification conferred in this paragraph 2 shall be a contract right.
3. The Corporation may purchase and maintain insurance on behalf
of any corporate agent against any expenses incurred in any proceedings and any
liabilities asserted against him by reason of his having been a corporate
agent, whether or not the Corporation would have the power to indemnify him
against such expenses and liabilities under applicable law as the same exists
or may hereafter be amended or modified. The Corporation may purchase such
insurance from, or such insurance may be reinsured in whole or in part by, an
insurer owned by or otherwise affiliated with the Corporation, whether or not
such insurer does business with other insureds.
The rights and authority conferred in this Section B shall not
exclude any other right to which any person may be entitled under this
Certificate of Incorporation, the By-Laws, any agreement, vote of stockholders
or otherwise. No repeal or modification of the foregoing provisions of this
Section B nor, to the fullest extent permitted by law, any modification of law,
shall adversely affect any right or protection of a corporate agent which
exists at the time of such repeal or modification.
* * *
Chubb and Capital are insured against liabilities which they
may incur by reason of Article XII of Chubb's Restated Certificate of
Incorporation and Article Seventh of Capital's Certificate of Incorporation,
respectively. In addition, Directors and Officers of Chubb and Capital are
insured, at the expense of Chubb against certain liabilities which might arise
out of their employment and not be subject to indemnification.
ITEM 16. LIST OF EXHIBITS AND EXHIBIT INDEX
Exhibit 1.1 - Form of Underwriting Agreement relating to the Debt
Securities.*
Exhibit 1.2 - Form of Underwriting Agreement relating to the Guaranteed
Debt Securities.*
Exhibit 1.3 - Form of Underwriting Agreement relating to the Common Stock,
Preferred Stock and convertible Subordinated Debt Securities
of Chubb.*
II-4
<PAGE> 25
Exhibit 1.4 - Form of Underwriting Agreement relating to the convertible
Guaranteed Subordinated Debt Securities of Capital.*
</R
Exhibit 4.1 - Indenture dated as of October 25, 1989, between Chubb and The
First National Bank of Chicago relating to Senior Debt
Securities (incorporated herein by reference to Exhibit 4(a)
to Chubb's and Capital's Registration Statement on Form S-3
(No. 33-31796)).
Exhibit 4.2 - Indenture dated as of October 25, 1989, among, Capital,
Chubb, as guarantor and The First National Bank of Chicago
relating to Guaranteed Senior Debt Securities (incorporated
herein by reference to Exhibit 4(a) to Chubb's and Capital's
Registration Statement on Form S-3 (No. 33-31796)).
Exhibit 4.3 - Form of Indenture between Chubb and The First National Bank
of Chicago relating to Subordinated Debt Securities.*
Exhibit 4.4 - Form of Indenture among Capital, Chubb, as guarantor and The
First National Bank of Chicago relating to Guaranteed
Subordinated Debt Securities.*
Exhibit 4.5 - Forms of Senior Debt Securities (included in Exhibit 4.1).
Exhibit 4.6 - Forms of Guaranteed Senior Debt Securities (included in
Exhibit 4.2).
Exhibit 4.7 - Forms of Subordinated Debt Securities (included in Exhibit
4.3).
Exhibit 4.8 - Forms of Guaranteed Subordinated Debt Securities (included in
Exhibit 4.4).
Exhibit 4.9 - Restated Certificate of Incorporation of Chubb (incorporated
herein by reference to Exhibit 3 to Chubb's 1994 Annual
Report on Form 10-K).
Exhibit 4.10 - Form of Deposit Agreement.*
Exhibit 4.11 - Form of Depositary Receipt for Chubb Depositary Shares
(included in Exhibit 4.10).
Exhibit 4.12 - Form of Chubb Common Stock and Preferred Stock Warrant
Agreement.*
Exhibit 4.13 - Form of Chubb Debt Warrant Agreement.*
Exhibit 4.14 - Form of Capital Debt Warrant Agreement.*
Exhibit 5.1 - Opinion of Davis Polk & Wardwell as to the legality of
Securities to be issued.*
Exhibit 5.2 - Opinion of Shanley & Fisher, P.C. as to certain matters of
New Jersey law.*
Exhibit 12 - Statement re: Computation of Ratio of Consolidated Earnings
to Fixed Charges of Chubb.*
Exhibit 23.1 - Consent of Ernst & Young LLP.*
II-5
<PAGE> 26
Exhibit 23.2 - Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
Exhibit 23.3 - Consent of Shanley & Fisher, P.C. (included in Exhibit 5.2).
Exhibit 24.1 - Powers of Attorney for the Directors of Chubb.*
Exhibit 24.2 - Powers of Attorney for the Directors of Capital.*
Exhibit 25.1 - Statement of Eligibility and Qualification of the Trustee
under the Trust Indenture Act for Chubb.*
Exhibit 25.2 - Statement of Eligibility and Qualification of the Trustee
under the Trust Indenture Act for Capital.*
Exhibit 28 - Information from reports furnished to state insurance
regulatory authorities (incorporated herein by reference to
Exhibit 28 to Chubb's 1994 Annual Report on Form 10-K).
- --------------------------
* Previously filed.
ITEM 17. UNDERTAKINGS. The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this registration statement or any material change to
such information in this registration statement;
provided, however, that the undertakings set forth in paragraph (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrants pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-6
<PAGE> 27
The undersigned registrants hereby further undertake that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of a registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the provisions set forth or described in
Item 15 of this Registration Statement, or otherwise, the registrants have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of such
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person, in connection with
the securities registered hereby, such registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
II-7
<PAGE> 28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Chubb
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Warren, State of New
Jersey, on the 1st day of June, 1995.
THE CHUBB CORPORATION
/s/ Gail E. Devlin
By -------------------------------------
GAIL E. DEVLIN
SENIOR VICE PRESIDENT
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities as Directors and Officers of The Chubb Corporation and on the date
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman, President, Chief June 1, 1995
----------------------------------------------- Executive Officer and Director
(Dean R. O'Hare)
* Vice Chairman, Chief June 1, 1995
----------------------------------------------- Financial Officer
(Percy Chubb, III) and Director
*
----------------------------------------------- Director June 1, 1995
(John C. Beck)
*
----------------------------------------------- Director June 1, 1995
(Joel J. Cohen)
*
----------------------------------------------- Director June 1, 1995
(Henry U. Harder)
*
----------------------------------------------- Director June 1, 1995
(David H. Hoag)
</TABLE>
II-8
<PAGE> 29
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
----------------------------------------------- Director June 1, 1995
(Robert V. Lindsay)
*
----------------------------------------------- Director June 1, 1995
(Thomas C. MacAvoy)
*
----------------------------------------------- Director June 1, 1995
(Gertrude G. Michelson)
*
----------------------------------------------- Director June 1, 1995
(Warren B. Rudman)
*
----------------------------------------------- Director June 1, 1995
(Sir David G. Scholey, CBE)
*
----------------------------------------------- Director June 1, 1995
(Raymond G. Seitz)
*
----------------------------------------------- Director June 1, 1995
(Lawrence M. Small)
*
----------------------------------------------- Director June 1, 1995
(Richard D. Wood)
*
----------------------------------------------- Senior Vice President and June 1, 1995
(Henry B. Schram) Chief Accounting Officer
*By /s/ Henry G. Gulick
-----------------------------------------------
(Henry G. Gulick, Attorney in Fact)
</TABLE>
II-9
<PAGE> 30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Chubb
Capital Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Warren, State of
New Jersey, on the 1st day of June, 1995.
CHUBB CAPITAL CORPORATION
By /s/ Gail E. Devlin
-------------------------------------
GAIL E. DEVLIN
VICE PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities as officers and directors of Chubb Capital Corporation and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
----------------------------------------------- President and Director June 1, 1995
(Dean R. O'Hare)
*
----------------------------------------------- Vice President, Treasurer and June 1, 1995
(Eric H. Grosseibl) Director
/s/ Henry G. Gulick
----------------------------------------------- Vice President, Secretary and June 1, 1995
(Henry G. Gulick) Director
/s/ Gail E. Devlin
----------------------------------------------- Vice President and Director June 1, 1995
(Gail E. Devlin)
*
----------------------------------------------- Vice President and Director June 1, 1995
(Philip J. Sempier)
*By /s/ Henry G. Gulick
-----------------------------------------------
(Henry G. Gulick, Attorney in Fact)
</TABLE>
II-10
