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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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THE CHUBB CORPORATION
(EXACT NAME OF REGISTRANT AND GUARANTOR AS SPECIFIED IN ITS CHARTER)
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NEW JERSEY 13-2595722
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NO.)
ORGANIZATION)
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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)
903-3576
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)
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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]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
BEING REGISTERED REGISTERED PER SHARE(1)(2) OFFERING PRICE(2) FEE
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Shares of Common Stock($1.00 par
value).......................... 1,000,000(1) $61.00 $61,000,000 $16,958
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(1) Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) The Shares are issuable under The Chubb Corporation Producer Stock Incentive
Program (1998). The proposed maximum aggregate offering price is based upon
the average of the high and low sale prices of the Common Stock on the New
York Stock Exchange on November 9, 1998.
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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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED NOVEMBER 17, 1998
PROSPECTUS
[CHUBB LOGO]
1,000,000 SHARES
OF
COMMON STOCK
OF
THE CHUBB CORPORATION
OFFERED AS SET FORTH HEREIN
PURSUANT TO
THE CHUBB CORPORATION
PRODUCER STOCK INCENTIVE PROGRAM (1998)
------------------------
This prospectus relates to up to 1,000,000 shares of our common stock,
$1.00 par value, issuable by us under The Chubb Corporation Producer Stock
Incentive Program (1998).
The program offers our independent insurance agencies and brokerages an
opportunity to receive restricted shares of our common stock at a discount to
market prices in lieu of earned incentive cash commissions. Each eligible agency
or brokerage may elect to receive a portion of its earned cash commissions in
Chubb common stock each year. We will make up to 1,000,000 shares of common
stock available under the program as described herein. Such shares will be
available out of treasury stock or authorized and unissued shares.
The price of the shares for purposes of determining the number of shares we
will issue to participating agencies and brokerages on February 5, 1999 will be
based on the average of the high and low prices quoted on the New York Stock
Exchange on such date. If you choose to participate in 1999, we will issue to
you shares valued at 125% of the portion of your cash commissions that you
choose to receive in common stock. The price for shares issued on any future
date will be described in the prospectus supplement relating to such date.
First NBD Investment Services, Inc. administers the Program.
Chubb's common stock is listed on the New York Stock Exchange under the
trading symbol "CB."
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved any of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is 1998.
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TABLE OF CONTENTS
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PAGE
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The Company................................................. 3
Use of Proceeds............................................. 3
Description of the Program.................................. 3
1999 Terms.................................................. 8
Description of the Capital Stock............................ 8
Plan of Distribution........................................ 11
Experts..................................................... 11
Legal Matters............................................... 12
Available Information....................................... 12
Incorporation of Certain Information by Reference........... 12
</TABLE>
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You should rely only on the information contained or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized anyone to provide you with information different from that contained
or incorporated by reference in this prospectus or any prospectus supplement. We
are offering to sell, and seeking offers to buy, shares of our common stock,
$1.00 par value, (the "Common Stock") only in jurisdictions where offers and
sales are permitted. The information contained or incorporated by reference in
this prospectus or any prospectus supplement is accurate only as of the date of
this prospectus or such prospectus supplement, regardless of the time of
delivery of this prospectus or such prospectus supplement or of any sale of the
Common Stock. In this prospectus and any prospectus supplement, the "Company,"
"Chubb," "we," "us" and "our" refer to The Chubb Corporation and, where
appropriate, its subsidiaries; and in addition, the terms "you," "yours,"
"Agency" and "Agencies" refer to independent insurance agencies and brokerages
that have incentive cash commission contracts directly with Chubb to promote and
sell Chubb's personal and/or commercial lines of insurance.
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THE COMPANY
Chubb was organized in 1967 as a New Jersey corporation. Chubb is a holding
company with subsidiaries primarily engaged in the property and casualty
insurance business. 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 our founding as a specialized manager of marine
insurance, our property and casualty business has expanded to include most forms
of property and casualty coverages. Our property and casualty insurance
subsidiaries provide insurance coverages principally in the United States,
Canada, Europe and parts of Australia, Latin America and the Far East. We
employed approximately 11,000 persons worldwide on December 31, 1997.
Because we are a holding company, we rely on our subsidiaries for cash to
pay our debts and dividends to our stockholders. State insurance laws and
regulations, as administered by state insurance departments, may restrict how
much money our subsidiaries may distribute to us.
Our principal executive office is located at 15 Mountain View Road, P.O.
Box 1615, Warren, New Jersey 07061-1615, and our telephone number is (908)
903-2000.
USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of shares of Common
Stock under the program. To the extent we issue shares of Common Stock instead
of paying cash to participants, we will use the retained cash for general
corporate purposes.
DESCRIPTION OF THE PROGRAM
The following questions and answers and other information constitute a
statement of the provisions of The Chubb Corporation Producer Stock Incentive
Program (1998) (the "Program"):
PURPOSE
1. What are the purposes of the Program?
The Board of Directors of the Company authorized the adoption of the
Producer Stock Incentive Program to motivate persons performing independent
insurance agency or brokerage services for the Company or any of its
subsidiaries or affiliates by means of performance-related incentives to achieve
long-range performance goals and to enable such persons to participate in the
long-term growth and financial success of the Company. The Program was adopted
on November 10, 1998.
Chubb's Producer Stock Incentive Program allows agencies that meet certain
incentive compensation goals and that are selected for participation by the
Program Committee mentioned below to select restricted shares of Chubb Common
Stock or a cash/stock combination as payment for their commissions earned under
the yearly Contingent Commission Point Program and The Profit Sharing Program as
well as under other Chubb cash incentive award arrangements ("Incentive
Programs").
ADMINISTRATION
2. Who administers the Program?
First NBD Investment Services, Inc. ("First NBD" or the "Administrator")
administers the Program.
Shares of Common Stock received under the Program will be registered in the
names of the participants ("Participants" or "Participating Agencies") in the
Program and issued to such Participants. In the event that the Administrator
shall resign or otherwise cease to act as administrator, the Company will make
such other arrangements as it deems appropriate for the administration of the
Program. First Chicago Trust Company of New York ("First Chicago"), an affiliate
of the Administrator, serves as Transfer Agent and Registrar for Chubb's Common
Stock and also as agent for participants in Chubb's Dividend Reinvestment Plan.
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3. Who establishes the terms of the Program?
The initial terms of the Program were established by a committee appointed
by the Chairman of the Company to establish the Program (the "Program
Committee"). The Program Committee may amend, suspend, discontinue or terminate
the Program or any portion thereof at any time and for any reason, including the
necessity to register or qualify shares of Common Stock issued under the Program
upon any securities exchange or under any state or federal law, provided that no
amendment shall be made without the approval of the Board of Directors if such
amendment increases the number of shares of Common Stock available under the
Program. The Program Committee has the sole authority to interpret the terms and
provisions of the Program.
Telephone inquiries regarding the terms of the Program or the amount of
your agency's incentive cash compensation should be directed to the Program
Committee at (908) 903-2211.
4. Who pays the cost of the Program?
All costs of the Program will be paid by the Company. Participants can
purchase Chubb Common Stock without the payment of any brokerage commission or
other charges.
PARTICIPATION
5. Who is eligible to participate in the Program?
Each independent insurance agency or brokerage (each an "Agency") that has
an incentive cash commission contract directly with the Company to promote and
sell the Company's personal and/or commercial lines of insurance that has: (1)
earned $10,000 or more in incentive cash compensation for the calendar year
preceding the applicable purchase date; and (2) has also been selected for
participation by the Program Committee, in its sole discretion, is eligible to
participate in the Program (each an "Eligible Agency").
The Administrator will mail a copy of this prospectus and any applicable
prospectus supplement to each potentially eligible Agency prior to each purchase
date. In January or early February of each year, the Company will give an
Election Form to each Eligible Agency. If you are selected by the Program
Committee for participation in the Program (as evidenced by Chubb's delivering
an Election Form to you) and you earn at least $10,000 in incentive cash
compensation in a calendar year, you will be eligible to participate in the
Program for the purchase date in the calendar year following such year.
6. How does an Eligible Agency become a Participant in the Program?
In January or early February of each year, you will review your earned
incentive cash compensation statement with a Chubb manager. If your Agency has
been selected by the Program Committee for participation in the program, you
will receive an Election Form. The Election Form will allow you to decide how
much of your incentive cash commission you want in Common Stock and how much you
want in cash. To participate in Chubb's Producer Stock Incentive Program, simply
complete the Election Form, indicating the amount of Common Stock you wish to
purchase, and return it to the Administrator prior to February 5, 1999.
The Election Forms should be mailed to:
First NBD Investment Services, Inc., Administrator
c/o Chubb Agency Services
P.O. Box 1615, 15 Mountain View Road
Warren, N.J. 07061-1615
or Faxed to 908-903-3826
All other correspondence relating to the Program should include the name,
address, and taxpayer identification number of the prospective Participant and
be mailed or faxed to the Administrator at the above address.
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To participate in the Program in any year, you must elect to receive at
least $10,000 of your incentive cash compensation in shares of Chubb Common
Stock issued under the Program.
7. Does an Eligible Agency have to participate in the Program?
No. Eligible Agencies are under no obligation to participate in the
Program. If an Eligible Agency chooses not to participate, it will receive its
incentive cash compensation under the Company's Incentive Programs in cash as it
has in the past.
8. In addition to the Participating Agency itself, can individual producers
who are employees or principals of such Participating Agency also participate in
the Program?
No. The Program is for the benefit of the Company and Agencies that have
incentive contracts directly with the Company. No other persons are to be direct
or indirect beneficiaries or participants under the Program. Any arrangements or
undertakings entered into between an Agency and such Agency's producers
establish rights and obligations solely between and among such parties and do
not create any obligations on the part of the Company or any of its subsidiaries
or affiliates, which shall have no liability thereunder. The producers must look
to the Agencies, and not to the Company or any of its subsidiaries or
affiliates, for the benefit of any obligations the Agencies may have undertaken
pursuant to any arrangement with them and the producers bear all risk with
respect to the fulfillment by the Agencies of such obligations.
PURCHASES
9. When and how are purchases made?
Purchases can be made under the Program once a year on each date designated
by the Program Committee as a purchase date. The first purchase date will be
February 5, 1999. Any other purchase dates will be set forth in the applicable
prospectus supplement.
Each year in January or early February at the time that you review your
earned incentive cash compensation statement under the Contingent Commission
Point Program and other Incentive Programs with a Chubb manager, if you are an
Eligible Agency, you will receive an Election Form. To make a purchase under the
Program, simply complete the Election Form, indicating the amount of Common
Stock you wish to purchase and return it to the Administrator.
On the purchase date, you will become the owner of the Chubb Common Stock
you elected to purchase, although you will not be allowed to transfer your
shares for two years thereafter.
10. What is the purchase price of the shares?
The Program Committee will establish a purchase price per share of Common
Stock each year. See "1999 Terms" for the 1999 per share purchase price. Future
years' purchase prices will be set forth in the applicable prospectus
supplement.
11. Is there a limit to the amount of Chubb Common Stock that my Agency can
receive?
You may take all of your Incentive Program compensation in Chubb Common
Stock. However, to participate in the program, you must use at least $10,000 of
your incentive cash compensation to purchase shares.
The Company will not issue fractional shares under any circumstances. Any
portion of the Elected Amount not applied to the purchase of whole shares will
be paid in cash directly to the Participating Agency.
12. How many shares are available under the Program?
The maximum number of shares of Chubb Common Stock issuable under the
Program is 1,000,000. Such Common Stock may be made available from the
authorized but unissued shares of the Company or from
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treasury stock, including shares purchased by the Company in the open market. In
the event that the Program Committee shall determine that any stock dividend,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase Chubb Common Stock at a price substantially below
fair market value, or other similar corporate event affects the Common Stock
such that an adjustment is required in order to preserve the benefits or
potential benefits intended to be made available under the Program, then the
Program Committee may, in its sole discretion, and in such manner as the Program
Committee may deem equitable, adjust any or all of the number and kind of shares
which may be sold under the Program.
LIMITATIONS ON TRANSFER
13. Are there any restrictions on the Shares purchased under the Program?
The Company may sell shares of Common Stock pursuant to the Program,
subject to such terms and conditions, including restrictions or limitations on
the transferability on such shares, as the Program Committee shall determine, in
each case as described herein or as set forth in the applicable prospectus
supplement.
The Program Committee has broad discretion as to the specific terms and
conditions of the transfer restrictions, including but not limited to the effect
on such restrictions of the death, retirement or disability of a participant and
the effect thereon, if any, of a change in control of the Company.
The Program Committee will determine the duration of the transfer
restrictions for shares purchased on each purchase date. Shares purchased on
February 5, 1999 will be restricted for two years and the shares will be held by
First Chicago. During the applicable restricted period, although the shares will
be registered in your agency name and held in its account at First Chicago you
will not be allowed to sell, transfer, pledge, assign or otherwise dispose of
your shares. However, at the end of the restricted period, you may keep the
shares in your First Chicago account or ask First Chicago to sell or transfer
the shares on your behalf.
14. Who holds the stock during the restricted period?
The shares will be held in book entry form by First Chicago on your behalf.
You will be able to vote your restricted shares during this period.
15. Is there a risk of forfeiture during the restricted period?
No. There is no risk of forfeiture.
16. What happens to the stock at the end of the applicable restricted period?
First Chicago will send you a statement. At that time, you may leave your
shares in your First Chicago account or ask First Chicago to issue share
certificates to you or to sell or transfer your shares on your behalf.
DIVIDENDS
17. Will Participants receive dividends on shares purchased under the Program?
Yes. The Company pays dividends, as and when declared by the Company's
Board of Directors, to the record holders of shares of its Common Stock. As the
record holder of shares of Common Stock purchased under the Program, a
Participating Agency will receive dividends, if any, in cash for all shares
registered in such Agency's name on the record date.
Participants in the Program also will be eligible to participate in the
Dividend Reinvestment Plan on the terms and conditions of such plan, if they so
desire. If you elect to participate in the Dividend Reinvestment Plan, you will
be entitled to reinvest your dividends to purchase additional shares of Common
Stock. The transfer restrictions applicable to shares purchased under the
Program will not apply to any Common Stock purchased under the Dividend
Reinvestment Plan. Information about the Dividend Reinvestment Plan can be
obtained from the Company or First Chicago.
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SHAREHOLDER RIGHTS AND INFORMATION
18. If the Company has a rights offering, how will the rights on the Program
shares be handled?
If a Participating Agency is entitled to participate in a rights offering,
its entitlement will be based upon the Participant's total holdings. Rights on
shares purchased under the Program and registered in the name of the
Participating Agency will be mailed directly to such Participant in the same
manner as to shareholders not participating in the Program. See "Description of
the Capital Stock -- Shareholders Rights Plan" for information relating to the
Rights Plan.
19. What happens if the Company issues a dividend payable in stock or declares
a stock split?
Any dividend payable in Common Stock or any split shares distributed by the
Company on shares purchased under the Program and registered in the name of a
Participating Agency will be deposited in the Participant's First Chicago
account. Any shares received as the result of a stock split will be subject to
the same restrictions on transfer as the shares purchased under the Program.
Shares received as dividends will not be subject to any transfer restrictions.
20. What information will a Participant receive from the Company and how will
shares purchased under the Program be voted at meetings of shareholders?
Each Participant will receive the Company's annual and any other periodic
or quarterly reports issued to stockholders, notices of shareholder meetings and
proxy statements and Internal Revenue Service information for reporting
dividends paid.
A Participant will be entitled to vote the shares of Common Stock purchased
under the Program and registered in such Participant's name on a record date for
a meeting of shareholders. A Participant may vote in person or by proxy at any
such meeting.
FEDERAL INCOME TAX CONSEQUENCES
21. What are the federal income tax consequences of participation in the
Program?
The difference between the fair market value of the total number of
restricted shares of Common Stock received on the date of purchase and the
amount paid by a Participant constitutes ordinary income to the Participant and
will be recognized by the Participant at the time of purchase. For example, if
your incentive compensation earned in 1998 is $15,000 and if you elect to
receive $10,000 in Chubb Stock and $5,000 in cash, under the 1999 terms you
would receive $12,500 worth of Chubb Stock and $5,000 in cash. You would pay tax
on $17,500 for the calendar year received. The Company believes that no income
tax consequences will arise to the Participants as a result of the Company's
payment of the costs of administration of the Program. Except as noted in the
answers to this Question 21, and Question 22, The Company believes there is no
other federal income tax consequence to a Participant resulting from such
purchase. The Company, its subsidiaries or any of their affiliates will be
allowed a deduction, equal to the amount of ordinary income recognized by the
Participant, in the tax year in which the Participant includes the income. In
certain circumstances, backup tax withholding will be required.
The tax basis of any shares acquired pursuant to the Program will be their
fair market value on the date the shares were purchased and the holding period
applicable to any such shares will commence on the day following such date.
A Participant will have dividend income upon the receipt of any dividends,
whether or not reinvested through the Dividend Reinvestment Plan. A Participant
will recognize gain or loss upon such Participant's sale or exchange of the
shares. The amount of the gain or loss will be equal to the difference between
the sales price of the shares and the Participant's tax basis in the shares.
The Program is not qualified under Section 401(a) of the U.S. Internal
Revenue Code and is not subject to ERISA.
EACH PARTICIPANT IS ADVISED TO CONSULT ITS OWN TAX ADVISOR TO DETERMINE THE
PERSONAL TAX CONSEQUENCES OF PARTICIPATION IN THE PROGRAM.
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22. How are the Shares taxed if they are sold after the restricted period ends?
Because income tax will have been paid at the time the shares were
purchased and placed into your First Chicago account, the difference between the
net sales proceeds upon sale and the value of the restricted common shares on
the date the shares were transferred to you will be taxed as a capital gain or
loss at the date of sale.
OTHER INFORMATION
23. Who bears the risk of market price fluctuations in the Common Stock?
The Participants will bear the risk of loss and realize the benefits of any
gain from market price changes, just as they would for any directly purchased
Common Stock. Chubb makes no guarantee of stock performance.
1999 TERMS
The following information relates to purchases of shares of Common Stock
under the Program made by Participating Agencies on February 5, 1999:
1. What will a Participating Agency receive if it elects to receive a
portion of its incentive cash compensation in the form of Chubb Common Stock
under the Program?
You will receive restricted shares of Common Stock having a market value on
the purchase date (without regard to the transfer restrictions on such shares)
equivalent to 125% of the dollar value of the amount of incentive cash
compensation you elect to receive in common stock. In effect, by choosing to
purchase shares, you receive a 25% bonus. Consider this example:
Your Chubb incentive cash compensation for 1998 is $15,000. You elect to
use $10,000 of your incentive compensation to purchase Chubb Stock and elect to
receive $5,000 in cash. You would receive the equivalent of $12,500 in
restricted Chubb Common Stock and $5,000 in cash.
2. How is the price per share determined?
In 1999, you will receive restricted shares having a market value, based on
the average of the high and low prices quoted on the New York Stock Exchange on
February 5, 1999 (without regard to the transfer restrictions on such shares),
of 125% of the amount of your incentive compensation you elect to receive in
shares (the "Elected Amount"). As a result, Chubb is effectively offering the
shares at a discount of 20% from the market value.
3. What is the restriction period and what are the limitations?
The restriction period begins on February 5, 1999. The shares purchased
under the Program in 1999 will be restricted for two years from the award date.
During this time, the shares cannot be sold, transferred pledged, assigned or
disposed of in any other way. There are no other limitations on the shares to be
purchased on February 5, 1999.
4. When will we receive the shares?
The shares will be registered in your name on February 5, 1999. Remember,
the shares are restricted for two years and the certificates are held in book
entry form by First Chicago .
DESCRIPTION OF THE CAPITAL STOCK
GENERAL
The authorized capital stock of Chubb consists of 600,000,000 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
October 31, 1998, there were issued 175,990,189 shares of Common Stock, of which
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13,047,027 were treasury shares and 162,943,162 were outstanding, and Chubb had
no Preferred Stock issued or outstanding.
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 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.
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
9
<PAGE> 11
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.
SHAREHOLDERS RIGHTS PLAN
The Company has a Shareholder Rights Plan under which each shareholder has
one-quarter of a right (a "Right") for each share of Common Stock held. 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 (the "Purchase Price") of $225 per Unit. The rights are subject
to adjustment to prevent dilution of the interests represented by each Right.
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 trade
with the Common Stock until the Rights become exercisable, 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 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
10
<PAGE> 12
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.
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-quarter of a Right with each new share of Common Stock
issued.
PLAN OF DISTRIBUTION
The shares of Common Stock registered hereby will be offered as described
herein or, if applicable, as set forth in any applicable prospectus supplement.
The shares of Common Stock registered hereby will be offered by the Company and
its affiliates through the Administrator to Eligible Agencies pursuant to the
Program.
<TABLE>
<S> <C> <C> <C>
PRICE TO PROCEEDS TO
PUBLIC COMMISSIONS CORPORATION(2)
- -------------------------------------------------------------------------------------------------------------
Per Share......................... See footnote(1) None 100%
- -------------------------------------------------------------------------------------------------------------
Total............................. See footnote(1) - 0 - 100%
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In 1999, Chubb will issue Shares having a market value, based on the average
of the high and low prices quoted on the New York Stock Exchange on February
5, 1999, of 125% of the Elected Amount to each Participant, effectively
offering the shares to Participants in the Program at a discount of 20% from
the market value. The last sale price of the Common Stock quoted on the New
York Stock Exchange on November 9, 1998 was $60.81.
(2) Before deducting estimated expenses payable by Chubb of $165,000.00.
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, 1997 have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
reports dated February 20, 1998 and March 25, 1998, 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
11
<PAGE> 13
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
Certain legal matters will be passed upon for Chubb by Davis Polk &
Wardwell, New York, New York and Shanley & Fisher, P.C., Morristown, New Jersey
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 any prospectus
supplement or 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, 14th Floor, Chicago, Illinois 60661-2511. 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. The
Commission also maintains a web site at http://www.sec.gov containing reports,
proxy and information statements, and other information regarding registrants,
including the Company, that file electronically with the Commission. Chubb's
Common Stock is listed on the New York Stock Exchange and reports and other
information included or incorporated herein 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 a 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 Shares. 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 the Shares of
Common Stock. 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.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Annual Report on Form 10-K of Chubb for the year ended December 31,
1997, the Quarterly Reports on Form 10-Q of Chubb for the quarters ended March
31, June 30, 1998 and September 30, 1998 and 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 purposes of
updating such description, each of 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 Shares 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) 903-3576).
12
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Registration fees........................................... $ 16,958.00
Costs of printing........................................... 70,000.00
Legal fees.................................................. 60,000.00
Accounting fees............................................. 10,000.00
Blue sky fees and expenses.................................. 7,000.00
Miscellaneous............................................... 1,042.00
-----------
Total............................................. $165,000.00
===========
</TABLE>
- ---------------
All amounts estimated except for registration fees.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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 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 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-1
<PAGE> 15
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 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 is insured against certain liabilities which it may incur by reason
of Article XII of Chubb's Restated Certificate of Incorporation. In addition,
Directors and Officers of Chubb 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
<TABLE>
<S> <C> <C>
Exhibit 2.1 -- Election Form
Exhibit 4.1 -- Restated Certificate of Incorporation of Chubb (incorporated
herein by reference to Exhibit 3 to Chubb's Quarterly Report
on Form 10-Q for the six months ended June 30, 1996)
Exhibit 4.2 -- Restated Bylaws of Chubb (incorporated herein by reference
to Exhibit 3 to Chubb's Quarterly Report on Form 10-Q for
the six months ended June 30, 1997)
Exhibit 4.3 -- The Chubb Corporation Producer Stock Incentive Program
(1998)(included in the Prospectus)
Exhibit 5.1 -- Opinion of Shanley & Fisher, P.C. as to certain matters of
New Jersey law
Exhibit 23.1 -- Consent of Ernst & Young LLP
Exhibit 23.2 -- Consent of Shanley & Fisher, P.C. (included in Exhibit 5.1)
Exhibit 24.1 -- Powers of Attorney for the Directors of Chubb.
</TABLE>
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;
II-2
<PAGE> 16
(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.
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-3
<PAGE> 17
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
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 17th day
of November, 1998.
THE CHUBB CORPORATION
By /s/ GAIL E. DEVLIN
------------------------------------
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
--------- ----- ----
<C> <S> <C>
* Chairman, Chief Executive Officer November 17, 1998
- ----------------------------------- and Director
(Dean R. O'Hare)
* Director November 17, 1998
- -----------------------------------
(Zoe E. Baird)
* Director November 17, 1998
- -----------------------------------
(John C. Beck)
* Director November 17, 1998
- -----------------------------------
(Sheila P. Burke)
* Director November 17, 1998
- -----------------------------------
(James J. Cash, Jr.)
* Director November 17, 1998
- -----------------------------------
(Percy Chubb, III)
* Director November 17, 1998
- -----------------------------------
(Joel J. Cohen)
* Director November 17, 1998
- -----------------------------------
(James M. Cornelius)
* Director November 17, 1998
- -----------------------------------
(David H. Hoag)
</TABLE>
II-4
<PAGE> 18
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director November 17, 1998
- -----------------------------------
(Thomas C. MacAvoy)
* Director November 17, 1998
- -----------------------------------
(Warren B. Rudman)
* Director November 17, 1998
- -----------------------------------
(Sir David G. Scholey, CBE)
* Director November 17, 1998
- -----------------------------------
(Raymond G.H. Seitz)
* Director November 17, 1998
- -----------------------------------
(Lawrence M. Small)
* Director November 17, 1998
- -----------------------------------
(Richard D. Wood)
* Director November 17, 1998
- -----------------------------------
(James M. Zimmerman)
* Executive Vice President and Chief November 17, 1998
- ----------------------------------- Financial Officer
(David B. Kelso)
* Senior Vice President and Chief November 17, 1998
- ----------------------------------- Accounting Officer
(Henry B. Schram)
*By /s/ HENRY G. GULICK
- -----------------------------------
(Henry G. Gulick,
attorney-in-fact)
</TABLE>
II-5
<PAGE> 19
EXHIBIT LIST
<TABLE>
<CAPTION>
EXHIBIT
- -------
<S> <C> <C>
Exhibit 2.1 -- Election Form
Exhibit 4.1 -- Restated Certificate of Incorporation of Chubb (incorporated
herein by reference to Exhibit 3 to Chubb's Quarterly Report
on Form 10-Q for the six months ended June 30, 1996)
Exhibit 4.2 -- Restated Bylaws of Chubb (incorporated herein by reference
to Exhibit 3 to Chubb's Quarterly Report on Form 10-Q for
the six months ended June 30, 1997)
Exhibit 4.3 -- The Chubb Corporation Producer Stock Incentive Program
(1998)(included in the Prospectus)
Exhibit 5.1 -- Opinion of Shanley & Fisher, P.C. as to certain matters of
New Jersey law
Exhibit 23.1 -- Consent of Ernst & Young LLP
Exhibit 23.2 -- Consent of Shanley & Fisher, P.C. (included in Exhibit 5.1)
Exhibit 24.1 -- Powers of Attorney for the Directors of Chubb
</TABLE>
<PAGE> 1
EXHIBIT 2.1
ELECTION FORM
TO: FIRST NBD INVESTMENT SERVICES, INC., ADMINISTRATOR
THE CHUBB CORPORATION PRODUCER STOCK INCENTIVE PROGRAM (1998)
c/o Chubb Agency Services
P.O. Box 1615
Mountain View Road
Warren, N.J. 07061-1615
CONTINGENT COMMISSION DISTRIBUTION
CASH & STOCK ELECTION FORM
Agency or Brokerage Name:
- --------------------------------------------------------------------------------
Mailing Address:
- --------------------------------------------------------------------------------
Federal Tax I.D. #:
- ------------------------------------------------ Telephone:
<TABLE>
<S> <C> <C>
A. $------------ Total contingent commission earned
</TABLE>
The above-named agency or brokerage elects to receive the 1998 contingent
commissions earned by it in the following manner:
<TABLE>
<S> <C> <C>
B. $------------ Cash Amount - Portion of Line A to be paid to agency or
brokerage in cash
C. $------------ Stock Amount - Portion of Line A to be used to purchase
common stock of The Chubb Corporation which shall be
restricted for sale or transfer purposes for 2 years .
MINIMUM STOCK ELECTION: $10,000
LINE B PLUS LINE C MUST EQUAL THE AMOUNT OF LINE A
D. $------------ 25% ADDITIONAL AMOUNT OF RESTRICTED COMMON STOCK,
CONTRIBUTED BY CHUBB (25% OF LINE C)
E. $------------ Total stock amount, including 25% additional amount LINE C
PLUS LINE D
The number of shares will be determined based on the average
of the high and low stock price on the award valuation date
of February 5, 1999, rounded down to the nearest whole
number. Any fractional share amounts will be paid directly
in cash.
</TABLE>
Signed By:
- ------------------------------------------ for the above named Agency or
Brokerage
(Please Print or Type)
Signature:
- ------------------------------------------ Date:
Title:
Refer to the Prospectus dated November [ ], 1998 for complete description of
stock purchase offer under The Chubb Corporation Producer Stock Incentive
Program (1998).
PLEASE RETURN THE SIGNED ORIGINAL OF THIS ELECTION FORM TO FIRST NBD
INVESTMENT SERVICES, INC., IN THE ATTACHED STAMPED AND PRE-ADDRESSED ENVELOPE NO
LATER THAN FEBRUARY 5, 1999 OR FAX IT PRIOR TO THAT DATE TO THE ADMINISTRATOR AT
908-903-3826.
IF THIS ELECTION FORM IS NOT RECEIVED BY FIRST NBD INVESTMENT SERVICES,
INC., ON OR BEFORE FEBRUARY 5, 1999, THEN YOU WILL BE AUTOMATICALLY DEEMED BY
DEFAULT TO HAVE ELECTED TO HAVE 100% OF YOUR CONTINGENT COMMISSION PAID IN
CASH -- WITH NO STOCK AT ALL -- AND A CHECK PAYABLE TO THE ABOVE-NAMED AGENCY OR
BROKERAGE WILL BE DRAWN UP FOR THE ENTIRE AMOUNT SHOWN IN LINE A ABOVE.
<PAGE> 1
EXHIBIT 5.1
November 17, 1998
The Chubb Corporation
15 Mountain View Road
Warren, NJ 07061-1615
Re; Registration Statement on Form S-3
The Chubb Corporation Producer Stock Incentive Program
Gentlemen:
We have acted as special New Jersey counsel to The Chubb Corporation, a New
Jersey corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act") relating to the offer and sale of up
to 1,000,000 shares of the Company's common stock, $1.00 par value (the
"Shares"), issuable pursuant to The Chubb Corporation Producer Stock Incentive
Program.
For purposes of this opinion, we have examined originals or copies,
certified or otherwise, identified to our satisfaction, of the Registration
Statement, together with exhibits filed as a part thereof, and all such other
documents, records, certificates, including certificates of public officials,
and other instruments as we have deemed necessary or appropriate.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing under
the laws of the State of New Jersey.
2. The Shares have been duly authorized and, when sold in the manner and
for the consideration described in the Registration Statement, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein. By giving the
foregoing consent, we do not admit that we are persons whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/ Shanley & Fisher, P.C.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of The Chubb
Corporation for the registration of 1,000,000 shares of its common stock, and to
the incorporation by reference therein of our reports 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) for the year ended
December 31, 1997 and dated March 25, 1998 with respect to the financial
statement schedules of The Chubb Corporation included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
November 16, 1998
<PAGE> 1
Exhibit 24.1
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 attroneys-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
<PAGE> 2
/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 February 17, 1998
- ------------------ President and
David B. Kelso Chief Financial
Officer
/s/ Henry B. Schram Senior Vice February 19, 1998
- -------------------- President and
Henry B. Schram Chief Accounting
Officer
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 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
3
