SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 1997
The Chubb Corporation
(Exact name of registrant as specified in its charter)
New Jersey 1-8661 13-2595722
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
15 Mountain View Road
P. O. Box 1615
Warren, New Jersey 07061-1615
(Address of principal
executive offices) (Zip Code)
Registrant's telephone number, including area code 908-903-2000
Not Applicable
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On May 13, 1997, The Chubb Corporation (the "Corporation") completed the
previously announced sale of all of the capital stock of Chubb Life Insurance
Company of America ("Chubb Life"), a wholly owned subsidiary of the
Corporation, to Jefferson-Pilot Corporation ("Jefferson-Pilot") for $875
million, consisting of a $100 million cash dividend from Chubb Life to the
Corporation and $775 million in cash from Jefferson-Pilot. The sales price
was determined through arm's-length negotiations between the Corporation and
Jefferson-Pilot.
The foregoing description of the terms of the transaction is qualified
in its entirety by reference to the Stock Purchase Agreement dated as of
February 23, 1997 between Jefferson-Pilot and the Corporation relating to the
purchase and sale of 100% of the Common Stock of Chubb Life, which has been
filed previously. A copy of the press release announcing the closing of the
sale is filed as Exhibit 99.1 and is incorporated herein by reference.
Certain statements in this report on Form 8-K and the exhibits hereto
may be considered to be "forward looking statements" as that term is
defined in the Private Securities Litigation Reform Act of 1995, such as
statements that include the words or phrases "will likely result", "is
expected to", "will continue", "is anticipated", "estimate", "project",
"intends to" or similar expressions. In particular, this report and the
exhibits hereto include forward looking statements relating to the
Corporation's expectations of proceeds deployment. Such statements are
subject to certain risks and uncertainties. The factors which could cause
actual results to differ materially from those suggested by any such
statements include, but are not limited to, those discussed or identified
from time to time in the Corporation's public filings with the Securities
and Exchange Commission and specifically to: risks or uncertainties
associated with the Corporation's announced sales activities relating to
portions of its non-property and casualty businesses and, more generally,
to: general economic conditions including changes in interest rates and the
performance of the financial markets, changes in domestic and foreign laws,
regulations and taxes, changes in competition and pricing environments,
regional or general changes in asset valuations, the occurrence of
significant natural disasters, the inability to reinsure certain risks
economically, the adequacy of loss reserves, as well as general market
conditions, competition, pricing and restructurings.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
The following unaudited pro forma adjustments would be made to the
Corporation's historical consolidated balance sheet as of March 31, 1997 to
reflect the effects of the sale of Chubb Life as if it had occurred as of
March 31, 1997:
1. Cash, shown as a separate line item in the March 31, 1997 historical
consolidated balance sheet, would become $848.5 million, an
increase of $840.2 million, which represents the receipt of the
proceeds of $875 million from the sale, reduced by the payment
of federal income taxes and expenses related to the sale.
2. Net Assets of Discontinued Operations of $841.4 million, shown as a
separate line item in the March 31, 1997 historical consolidated
balance sheet, would be eliminated to reflect the disposal of Chubb
Life's assets and liabilities.
3. The net Deferred Income Tax asset, shown as a separate line item in
the March 31, 1997 historical consolidated balance sheet, would
become $441.5 million, an increase of $17 million, which reflects a
reduction in deferred tax liabilities due to the payment of income
taxes in that amount related to the sale.
4. Accrued Expenses and Other Liabilities, shown as a separate line
item in the March 31, 1997 historical consolidated balance sheet,
would become $1,162.6 million, an increase of $15.8 million, which
represents certain liabilities of Chubb Life (principally retiree
pension and postretirement benefits) retained by the Corporation.
In the Corporation's historical consolidated statements of income for
the year ended December 31, 1996 and the quarter ended March 31, 1997,
Chubb Life was classified as discontinued operations. The estimated loss
on the sale of Chubb Life was reflected in the December 31, 1996 historical
consolidated statement of income as part of the results from discontinued
operations. Accordingly, no pro forma adjustments would be necessary to
reflect the sale of Chubb Life in the historical consolidated statements of
income.
The pro forma information does not include any adjustments to reflect
the effects on income or earnings per share from the use of the $840.2
million net cash proceeds from the sale of Chubb Life.
This unaudited pro forma financial information should be read in
conjunction with the historical consolidated financial statements of the
Corporation which are included in the Corporation's Form 10-K for the year
ended December 31, 1996 and Form 10-Q for the quarter ended March 31, 1997.
This unaudited pro forma financial information is not necessarily indicative
of actual or future operating results or financial position that would have
occurred or will occur as a result of the sale of Chubb Life.
(c) Exhibits.
2.1 Stock Purchase Agreement dated as of February 23, 1997 between
Jefferson-Pilot and the Corporation relating to the purchase
and sale of 100% of the Common Stock of Chubb Life,
incorporated by reference to Exhibit 2.1 of the registrant's
Report to the Securities and Exchange Commission on Form 10-Q
for the three months ended March 31, 1997.
99.1 Press release dated May 13, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
The Chubb Corporation
Date: May 14, 1997 By: /s/ Robert Rusis
-----------------------------
Name: Robert Rusis
Title: Senior Vice President
and General Counsel
INDEX TO EXHIBITS
Number Exhibit Page
- ------ ------- ----
2.1 Stock Purchase Agreement *
99.1 Press release dated May 13, 1997 6
* Incorporated by reference.
EXHIBIT 99.1
NEWS from
The Chubb Corporation
[LOGO] 15 Mountain View Road, P.O. box 1615, Warren,
New Jersey 07061-1615
CHUBB CORPORATION COMPANIES: Chubb & Son Inc.
bullet Federal Insurance Company
bullet Vigilant Insurance Company
bullet Great Northern Insurance Company
bullet Pacific Indemnity Company
CHUBB bullet Northwestern Pacific Indemnity Company
bullet Texas Pacific Indemnity Company
bullet Chubb Insurance Company of Canada
bullet Chubb Compagnie d'Assurances, S.A.
bullet The Chubb Insurance Company of
Australia Limited
bullet Chubb Insurance Company of Europe
bullet Chubb Life Insurance Company of America
bullet Chubb Sovereign Life Insurance Company
bullet The Colonial Life Inusrance Company of America
bullet Bellemead Development Corporation
FOR IMMEDIATE RELEASE
CHUBB COMPLETES SALE OF CHUBB LIFE TO JEFFERSON-PILOT
FOR $875 MILLION IN CASH
WARREN, N.J., May 13, 1997 - The Chubb Corporation announced today that
it has completed the sale of Chubb Life Insurance Company of America to
Jefferson-Pilot Corporation for $875 million in cash.
As previously announced, Chubb intends to use the proceeds from the sale
principally to repurchase Chubb common stock.
For further information contact: Gail E. Devlin
(908) 903-3245
Glenn A. Montgomery
(908) 903-2365
