As filed with the Securities and Exchange Commission on November 16, 1998.
Registration No.
========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
THE CHUBB CORPORATION
(Exact name of issuer as specified in its charter)
New Jersey 13-2595722
(State or other jurisdiction of (I.R.S. Employer
Incorporation) Identification Number)
15 Mountain View Road
P.O. Box 1615
Warren, New Jersey 07061-1615
(Address of principal executive offices) (Zip Code)
______________________
THE CHUBB CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
(Full title of the plan)
______________________
HENRY G. GULICK, Vice President and Secretary
THE CHUBB CORPORATION
15 Mountain View Road
P.O. Box 1615
Warren, New Jersey 07061-1615
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
908-903-3576
______________________
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of maximum maximum
security Amount offering aggregate Amount of
being being price per offering registration
registered registered(1) obligation(1) price (1) fee
________________________________________________________________________________
Deferred $50,000,000 100% $50,000,000 $13,900.00
Compensation
Obligations
________________________________________________________________________________
(1) The Deferred Compensation Obligations are issuable under the Executive
Deferred Compensation Plan.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Chubb Corporation (the "Company") hereby incorporates, or will
be deemed to have incorporated, herein by reference the following documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1997;
(3) The description of the Company's Common Stock contained in the
Company's most recent Exchange Act registration statement, including any
amendment thereto or report filed for the purpose of updating such
description; and
(4) All documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Reference is made to Section 14A:3-5 of the New Jersey Business
Corporation Act as to indemnification by the Registrant of officers and
directors.
Article Twelfth of the Corporation's Restated Certificate of
Incorporation provides as follows with respect to the indemnification of the
Corporation's officers and directors:
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.
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
proceeding 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
or stockholder 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.
The directors and officers of the Corporation are covered by
insurance policies indemnifying them against certain liabilities which may
arise out of their employment, including any liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), which might be
incurred by them in their capacities as directors and officers.
EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement.
Exhibit
No. Exhibit
- --------- -------
5 Opinion of Davis Polk & Wardwell
(legality)
23(a) Consent of Ernst & Young LLP, independent
auditors
23(b) Consent of Davis Polk & Wardwell
(contained in Exhibit 5)
24(a) Powers of Attorney
UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, 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 the registration statement. Notwithstanding for foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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 therein,
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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
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 the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the 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 being registered, the 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Warren, State of New Jersey, on November 16,
1998.
THE CHUBB CORPORATION
By /s/Dean R. O'Hare
---------------------------
(Dean R. O'Hare, Chairman
and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/Dean R. O'Hare Chairman, November 16, 1998
- ------------------------- Chief Executive Officer
(Dean R. O'Hare) and Director
* Director November 16, 1998
- -------------------------
(Zoe E. Baird)
* Director November 16, 1998
- -------------------------
(John C. Beck)
* Director November 16, 1998
- -------------------------
(Sheila P. Burke)
* Director November 16, 1998
- -------------------------
(James I. Cash, Jr.)
* Director November 16, 1998
- -------------------------
(Percy Chubb, III)
* Director November 16, 1998
- -------------------------
(Joel J. Cohen)
* Director November 16, 1998
- -------------------------
(James M. Cornelius)
* Director November 16, 1998
- -------------------------
(David H. Hoag)
* Director November 16, 1998
- -------------------------
(Thomas C. MacAvoy)
* Director November 16, 1998
- -------------------------
(Warren B. Rudman)
* Director November 16, 1998 (Sir
- -------------------------
David G. Scholey, CBE)
* Director November 16, 1998
- -------------------------
(Raymond G.H. Seitz)
* Director November 16, 1998
- -------------------------
(Lawrence M. Small)
* Director November 16, 1998
- -------------------------
(Richard D. Wood)
* Director November 16, 1998
- -------------------------
(James M. Zimmerman)
* Executive Vice November 16, 1998
- ------------------------- President and
(David B. Kelso) Chief Financial Officer
* Senior Vice November 16, 1998
- ------------------------- President and
(Henry B. Schram) Chief Accounting Officer
* By /s/Henry G. Gulick
---------------------
(Henry G. Gulick),
Attorney-in-fact)
EXHIBIT 5
[LETTERHEAD OF DAVIS POLK & WARDWELL]
November 16, 1998
The Chubb Corporation
15 Mountain View Road
PO Box 1615
Warren, New Jersey 07061-1615
Dear Sirs:
We are acting as special counsel for The Chubb Corporation in connection with
the filing of a Registration Statement (the "Registration Statement") on Form
S-8 under the Securities Act of 1933, as amended, relating to $50,000,000 of
Deferred Compensation Obligations (the "Obligations") issuable in accordance
with the Executive Deferred Compensation Plan as referred to in such
Registration Statement (the "Plan").
We have examined originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary or advisable for
the purposes of this Opinion.
Upon the basis of the foregoing, we are of the opinion that the Obligations
issuable pursuant to the Plan, when issued in accordance with the Plan will be
duly authorized and validly issued.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
EXHIBIT 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to The Chubb Corporation Executive Deferred Compensation
Plan of our reports (a) dated February 20, 1998, with respect to the
consolidated financial statements of The Chubb Corporation incorporated by
reference in its Annual Report (Form 10-K), (b) dated March 25, 1998, with
respect to the related financial statement schedules of The Chubb Corporation
included in its Annual Report (Form 10-K), and (c) dated June 26, 1998, with
respect to the financial statements and schedules of the Capital Accumulation
Plan of The Chubb Corporation, Chubb & Son Inc., and Participating Affiliates
included in the Plan's Annual Report (Form 11-K), all for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
New York, New York
November 16, 1998
Exhibit 24(a)
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean
R. O'Hare and Philip J. Sempier, each of them with full power to act without the
others, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign (i) a Form 10-K Annual Report of The Chubb
Corporation for its fiscal year ended December 31, 1997 pursuant to the
requirement of the Securities Exchange Act of 1934, and (ii) registration
statements, amendments and post-effective amendments to registration statements
including but not limited to registration statements, amendments and
post-effective amendments to registration statements on Form S-8 and Form S-3
under the Securities Act of 1933 and to file the same, or cause the same to be
filed, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission. I further grant unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the exercise of the powers herein granted, as fully as I could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any of their substitutes, may lawfully do or cause to
be done by the powers herein granted.
WITNESS our hands on the dates indicated.
/s/ John C. Beck Director February 23, 1998
- -----------------------------
John C. Beck
/s/ Sheila P. Burke Director February 28, 1998
- -----------------------------
Sheila P. Burke
/s/James I. Cash, Jr. Director February 23, 1998
- -----------------------------
James I. Cash, Jr.
/s/ Percy Chubb, III Director February 18, 1998
- -----------------------------
Percy Chubb, III
/s/ Joel J. Cohen Director February 23, 1998
- -----------------------------
Joel J. Cohen
/s/ David H. Hoag Director February 23, 1998
- -----------------------------
David H. Hoag
/s/ Thomas C. MacAvoy Director February 25, 1998
- -----------------------------
Thomas C. MacAvoy
/s/ Warren B. Rudman Director February 25, 1998
- -----------------------------
Warren B. Rudman
/s/ Sir David G. Scholey, CBE Director February 23, 1998
- -----------------------------
Sir David G. Scholey, CBE
/s/ Raymond G. H. Seitz Director February 25, 1998
- -----------------------------
Raymond G. H. Seitz
/s/ Lawrence M. Small Director February 23, 1998
- -----------------------------
Lawrence M. Small
/s/ Richard D. Wood Director February 26, 1998
- -----------------------------
Richard D. Wood
/s/ David B. Kelso Executive Vice President February 17, 1998
- ----------------------------- and Chief Financial
David B. Kelso Officer
/s/ Henry B. Schram Senior Vice President February 19, 1998
- ----------------------------- and Chief Accounting
Henry B. Schram Officer
I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean R.
O'Hare and Philip J. Sempier, each of them with full power to act without the
others, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign registration statements, amendments and
post-effective amendments to registration statements including but not limited
to registration statements, amendments and post-effective amendments to
registration statements on Form S-8 and Form S-3 under the Securities Act of
1933 and to file the same, or cause the same to be filed, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission. I further grant unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in the exercise of the powers herein
granted, as fully as I could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or any of
their substitutes, may lawfully do or cause to be done by the powers herein
granted.
WITNESS our hands on the dates indicated.
/s/ Zoe E. Baird Director September 10, 1998
- -----------------------
Zoe E. Baird
/s/ James M. Cornelius Director September 10, 1998
- -----------------------
James M. Cornelius
/s/ James M. Zimmerman Director September 10, 1998
- -----------------------
James M. Zimmerman
