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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 1999
REGISTRATION NO. 333-67445
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
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)
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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 THE 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. [ ]
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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 JANUARY 25, 1999
PROSPECTUS
[CHUBB LOGO]
1,000,000 SHARES OF COMMON STOCK
OF
THE CHUBB CORPORATION
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This prospectus relates to our common stock offered under The Chubb
Corporation Producer Stock Incentive Program (1998). Each eligible agency or
brokerage may use all or a portion of its earned cash commissions to purchase
shares under the program.
In 1999, the purchase price for a share of common stock offered under the
program is the average of the high and low prices of our common stock quoted on
the New York Stock Exchange on February , 1999, less a discount of 20%. We
will describe the purchase price for future purchase dates, if any, in a
supplement to this prospectus.
Our 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 --, 1999.
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TABLE OF CONTENTS
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Summary..................................................... 3
The Chubb Corporation....................................... 5
Use of Proceeds............................................. 5
The Program................................................. 5
1999 Terms.................................................. 9
Description of the Capital Stock............................ 9
Plan of Distribution........................................ 9
Experts..................................................... 12
Legal Matters............................................... 13
Where You Can Find More Information......................... 13
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SUMMARY
This summary highlights selected information from this prospectus and may
not contain all of the information that is important to you. You should read all
of the information in this prospectus along with the information and financial
statements we refer you to in the section "Where You Can Find More Information"
appearing at the end of this document. Where appropriate in this prospectus,
references to Chubb include its subsidiaries.
THE CHUBB CORPORATION
We are a holding company with subsidiaries primarily engaged in the
property and casualty insurance business. We provide insurance coverages
principally in the United States, Canada, Europe, and parts of Australia, Latin
America and the Far East.
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.
THE CHUBB CORPORATION PRODUCER STOCK INCENTIVE PROGRAM (1998)
Eligibility
Each agency or brokerage that has an incentive cash commission contract
directly with us to promote and sell our insurance is eligible to purchase
shares on a purchase date if it has:
(1) earned $10,000 or more in incentive cash compensation for the
calendar year preceding that purchase date; and
(2) been selected for participation on that purchase date by the
program committee.
Eligible agencies and brokerages are under no obligation to participate in
the program. If an eligible agency or brokerage does not want to participate, it
will receive its earned incentive cash compensation in cash as it has in the
past.
The program is for the benefit only of participating agencies and
brokerages and no individual producers who are employees or principals of these
participating agencies or brokerages may participate in the program.
Procedures for Making Purchases
Purchases can be made under the program on each date designated as a
purchase date. You should read the information set forth under the heading "1999
Terms" for this year's purchase date and its terms. Any future purchase dates,
if any, will be described in supplemental documents called "prospectus
supplements" that will describe the terms of purchases under the program for
future years.
If you are eligible, we will send you an election form, each year in
January or early February at the time that you review your earned incentive cash
compensation statement with a Chubb manager. To make a purchase under the
program, simply complete your election form, indicating the amount of common
stock you wish to purchase, if any, and return it to First NBD Investment
Services, Inc. on or before the purchase date at the address indicated on the
election form.
To participate in the program, you must use at least $10,000 of your
incentive cash compensation to purchase shares. You may choose to take all of
your earned incentive cash compensation in our common stock or receive a
combination of cash and stock.
Terms of Purchases
We are offering our common stock under the program on the purchase dates,
at the purchase prices and having the terms and conditions, including transfer
restrictions, established by the committee appointed by the chairman of our
board of directors to govern the program.
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If the terms of purchase applicable to a particular purchase date include
any restrictions on transfer, then you will not receive actual share
certificates representing shares purchased on that purchase date until after the
restrictions on transfer no longer apply. During any period of time when your
shares are restricted, your shares will be registered in your agency or
brokerage name and held in an account in your agency name at First Chicago Trust
Company of New York. However, you will not be allowed to sell, transfer, pledge,
assign or otherwise dispose of your shares. At the end of the restricted period,
you may leave your shares in your First Chicago Trust Company of New York
account, ask First Chicago Trust Company of New York to send share certificates
to you or ask it to sell or transfer the shares on your behalf.
There is no risk of forfeiture during the restricted period.
PROGRAM TERMS FOR 1999
Purchase date......................... February , 1999
Purchase price........................ The average of the high and low
prices of our common stock listed on
the New York Stock Exchange on
February , 1999, less a discount of
20%.
Transfer restrictions................. Shares purchased on February , 1999
can not be sold, transferred,
pledged, assigned or otherwise
disposed of for two years from
February , 1999.
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THE CHUBB CORPORATION
Chubb was organized in 1967 as a New Jersey corporation. We are a holding
company with subsidiaries primarily engaged in the property and casualty
insurance business. We trace our history back to the formation in 1882 of Chubb
& Son, an underwriter and manager of insurance companies, and the founding in
1901 of our 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.
USE OF PROCEEDS
We will not receive any cash proceeds from the offering and sale of shares
under the program. To the extent we issue shares of common stock instead of
paying cash owed to participants, we will use the retained cash for general
corporate purposes.
THE PROGRAM
GENERAL
Our board of directors authorized the adoption of The Chubb Producer Stock
Incentive Program (1998) to motivate persons performing independent insurance
agency or brokerage services for us by enabling them to participate in our
long-term growth and financial success. The program was adopted on November 10,
1998.
Our program allows agencies that meet certain incentive compensation goals
and that are selected for participation to purchase shares of our common stock
using their commissions earned yearly under the Contingent Commission Point
Program and The Profit Sharing Program as well as under our other cash incentive
award arrangements.
PARTICIPATION IN THE PROGRAM
Eligibility
Each agency or brokerage that has an incentive cash commission contract
directly with us to promote and sell our personal and/or commercial lines of
insurance is eligible to purchase shares on a purchase date if it has:
(1) earned $10,000 or more in incentive cash compensation for the
calendar year preceding that purchase date; and
(2) has also been selected for participation on that purchase date by
the program committee.
We will notify agencies and brokerages of their eligibility by providing
them with an election form as described below.
Eligible agencies and brokerages are under no obligation to participate in
the program. If an eligible agency or brokerage chooses not to participate, it
will receive its earned incentive cash compensation in cash as it has in the
past.
The program is for the benefit only of the agencies and brokerages that
have incentive contracts directly with us. No other persons can be direct or
indirect beneficiaries or participants under the program. Any arrangements or
undertakings entered into between an agency or brokerage and that agency's or
brokerage's
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producers establish rights and obligations solely between and among those
parties and do not create any obligations on the part of Chubb or any of our
affiliates, which shall have no liability those arrangements.
Procedures for Making Purchases
Prior to each purchase date, First NBD Investment Services, Inc. will mail
a copy of this prospectus and any applicable prospectus supplement to each
potentially eligible agency or brokerage. The prospectus and any prospectus
supplement will describe the price, purchase date, transfer restrictions and any
other terms and conditions for purchases of shares on each purchase date. Then,
in January or early February of the year of the purchase date, when our managers
review earned incentive cash compensation statements with agencies and
brokerages, we will provide each eligible agency and brokerage with an election
form.
Purchases can be made under the program on each date described as a
purchase date in the prospectus and any prospectus supplement. 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 purchase shares under the program
on a purchase date, simply complete the election form, indicating the amount of
common stock you wish to purchase, and return it to First NBD Investment
Services, Inc. on or prior to the purchase date.
To participate in the program in any year, you must spend at least $10,000
of your incentive cash compensation to purchase shares under the program. You
may take all or part of your earned incentive cash compensation in our common
stock. However, we will not issue fractional shares under any circumstances. Any
portion of the amount not applied to the purchase of whole shares will be paid
in cash directly to the participating agency or brokerage.
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 First NBD Investment Services, Inc. at the above address.
TERMS OF PURCHASE
We are offering our common stock under the program on the purchase dates,
at the purchase prices and subject to the terms and conditions, including
restrictions or limitations on the transferability on the shares, established by
the program committee, and in each case as described in the prospectus and any
prospectus supplement.
You should read the information set forth under the heading, "1999 Terms"
for a description of the specific terms for 1999.
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 on the death, retirement or disability of a
participant and the effect, if any, of a change in our control.
During any period of time when your shares are restricted, your shares will
be registered in your agency name and held in book entry form by First Chicago
Trust Company of New York and you will not be allowed to sell, transfer, pledge,
assign or otherwise dispose of your shares. During any period of time when your
shares are restricted, you will bear the risk of loss and realize the benefits
of any gain from market price changes for any shares you purchased under the
program. At the end of the restricted period, you may keep the shares in your
First Chicago Trust Company of New York account, ask First Chicago Trust Company
of New York to send share certificates to you or ask it to sell or transfer the
share on your behalf. You will be able to vote your
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shares during this period. You will own any shares you purchase as of the
purchase date and there is no risk of forfeiture of your shares during the
restricted period.
SHARES AVAILABLE UNDER THE PROGRAM
The maximum number of shares of common stock issuable under the program is
1,000,000. These shares may be made available from our authorized but unissued
shares or from treasury stock, including shares purchased by us 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 our common stock at a price substantially
below fair market value,
- or other similar corporate event,
affects our common stock so 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 any
manner that the program committee may deem equitable, adjust any or all of the
number and kind of shares which may be sold under the program.
DIVIDENDS; DIVIDEND REINVESTMENT
We pay dividends, as and when declared by our board of directors, to the
record holders of shares of our common stock. As the record holder of shares of
common stock purchased under the program, a participating agency or brokerage
will receive dividends, if any, in cash for all shares registered in that
agency's or brokerage's name on the record date.
Any dividend payable in common stock or any split shares distributed by us
on shares purchased under the program and registered in the name of a
participating agency or brokerage will be deposited in the participant's First
Chicago Trust Company of New York 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.
Participants in the program also will be eligible to participate in our
dividend reinvestment plan on the terms and conditions of that plan, if they so
desire. If you elect to participate in our 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 our dividend
reinvestment plan. Information about our dividend reinvestment plan can be
obtained from us or First Chicago Trust Company of New York.
OTHER SHAREHOLDER RIGHTS; INFORMATION REPORTING
If we have a rights offering, agencies will be entitled to participate
based upon their total share holdings. Rights on shares purchased under the
program and registered in the name of a participating agency or brokerage will
be mailed directly to that 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 our shareholder
rights plan.
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Each participant will receive our 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 its shares of common stock purchased
under the program and registered in that participant's name on a record date for
a meeting of shareholders. A participant may vote in person or by proxy at any
meeting.
THE PROGRAM COMMITTEE
The terms of the program were established by a committee appointed by the
chairman of our board of directors. The program committee may amend, suspend,
discontinue or terminate the program or any portion of it at any time and for
any reason, including the need to register or qualify shares of common stock
issuable 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
our board of directors, if the 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.
The program committee has the sole discretion to select agencies from those
that have earned $10,000 in cash commissions for participation in the program on
each purchase date and for setting the terms for purchases on each purchase
date.
Telephone inquiries regarding the terms of the program or the amount of an
agency's incentive cash compensation should be directed to the program committee
at (908) 903-2211.
ADMINISTRATION OF THE PROGRAM; TRANSFER AGENT
First NBD Investment Services, Inc. administers the program. In the event
that First NBD Investment Services, Inc. shall resign or otherwise stop acting
as administrator, we will make other arrangements as we deem appropriate for the
administration of the program.
First Chicago Trust Company of New York, an affiliate of First NBD
Investment Services, Inc., serves as transfer agent and registrar for our common
stock and also as agent for participants in our dividend reinvestment plan.
All costs of administering the program will be paid by us. Participants can
purchase our common stock without the payment of any brokerage commission or
other charges.
FEDERAL INCOME TAX CONSEQUENCES OF PURCHASING SHARES UNDER THE PROGRAM
The difference between the fair market value of the total number of 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. Under the 1999 terms, for
example, if your incentive compensation earned in 1998 is $15,000 and if you
elect to spend $10,000 of your earned incentive cash compensation to purchase
common stock and to receive $5,000 in cash, you would receive $12,500 worth of
common stock and $5,000 in cash. You would pay tax on the full $17,500, not just
on the $15,000 of earned incentive cash compensation for the calendar year. We
believe that no income tax consequences will arise to the participants as a
result of our payment of the costs of administration of the program. Except as
described in this document, we believe there are no other federal income tax
consequences to a participant resulting from purchases under the program. Chubb
or any of our 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 the shares will commence on the day following the purchase date.
A participant will have dividend income upon the receipt of any dividends,
whether or not reinvested through our dividend reinvestment plan. A participant
will recognize gain or loss upon that participant's sale or
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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.
1999 TERMS
PURCHASE DATE
The purchase date to acquire shares in 1999 is February , 1999.
PURCHASE PRICE
On February , 1999, the purchase price for a share of common stock
offered under the program is the average of the high and low prices of our
common stock quoted on the New York Stock Exchange on February , 1999, less a
20% discount.
RESTRICTED PERIOD
The shares purchased under the program on February , 1999 will be
restricted for two years starting on February , 1999. During this time, the
shares cannot be sold, transferred, pledged, assigned or disposed of in any
other way.
There are no other terms, conditions or limitations on the shares to be
purchased under the program.
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, and 4,000,000 shares of preferred
stock, $1.00 par value. As of November 30, 1998, there were issued 175,990,090
shares of common stock, of which 13,198,981 were treasury shares and 162,791,109
were outstanding, and Chubb had no preferred stock issued or outstanding.
The following is a description of all of the material terms of our capital
stock.
COMMON STOCK
The holders of shares of our common stock, subject to the preferential
rights of the holders of any shares of our preferred stock, are entitled to
dividends when and as declared by our board of directors. The holders of our
common stock have one vote per share on all matters submitted to a vote of our
shareholders, and the right to our net assets in liquidation after payment of
any amounts due to creditors and any amounts due to the holders of our preferred
stock. Holders of shares of our 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 our common stock are,
and the shares of common stock issued under the program will be, fully paid and
nonassessable.
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Under New Jersey law and our certificate of incorporation, 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 our assets, if not in the
usual and regular course of our business, and for any liquidation or dissolution
or amendment of our certificate of incorporation. All other shareholder action
is decided by a majority of the votes cast at a meeting of shareholders.
Our by-laws provide that the annual meeting of shareholders shall be held
on the day in the month of April of each year or on any other month as is
designated by our 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. Our certificate of incorporation and our 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 a place that may from time to time be
designated by our board of directors.
Our certificate of incorporation further provides that our board of
directors has the power, except as provided by statute, in its discretion, to
use or apply any of our available funds for the purchase or acquisition of
shares of our capital stock or bonds or other securities, in the market or
otherwise, at a price that may be fixed by our board, and to the extent and in
the manner and for the purposes and upon the terms as our board may deem
expedient and as may be permitted by law.
The transfer agent and registrar for our common stock is First Chicago
Trust Company of New York, P.O. Box 2500, Jersey City, New Jersey 07303-2500.
PREFERRED STOCK
Under our certificate of incorporation, we are authorized to issue up to
4,000,000 shares of preferred stock, in one or more series, with the
designations and the relative voting, dividend, liquidation, conversion and
other rights, preferences and limitations that are stated in our certificate of
incorporation and any amendment to it establishing that series adopted by our
board of directors.
Shares of our preferred stock may be issued in one or more series and the
shares of all series will rank equally and be identical in all respects, except
that for each series our 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 of Chubb, 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 equally with or
junior to the shares of preferred stock either as to dividends or upon
liquidation;
- and the number of shares to comprise such series.
Each series of preferred stock will be entitled to receive an amount
payable upon liquidation, dissolution or winding up, fixed for each series, plus
all dividends accumulated to the date of final distribution, before any payment
or distribution of assets of Chubb is made on our common stock. Shares of
preferred stock that have been issued and reacquired in any manner by us
(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 our preferred stock
may be issued pursuant to resolution of our board of directors without the vote
of the holders of any of our capital stock.
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SHAREHOLDERS RIGHTS PLAN
We have a shareholder rights plan. Under our shareholder rights plan, each
shareholder has one-quarter of a right for each share of our common stock it
holds. Each right entitles its holder to purchase a unit that consists of one
one-hundredth of a share of Series A Participating Cumulative Preferred Stock,
par value $1.00 per share, at a purchase price of $225 per unit. We have the
authority to adjust the rights to prevent dilution of the interests represented
by each right. The rights agreement between Chubb and First Chicago Trust
Company of New York, as rights agent, describes the terms of the rights.
The rights are attached to all outstanding shares of our common stock and
trade with our common stock until they become exercisable. We will not
distribute separate rights certificates. The rights will separate from our
common stock and a distribution date will occur upon the earlier of:
(1) 10 days following the date of any public announcement that a person
or group of affiliated or associated persons has acquired
beneficial ownership of 25% or more of the outstanding shares of
our common stock, or
(2) 10 business days following the commencement of a tender offer or
exchange offer that would result in a person or group becoming the
beneficial owner of 25% or more of the outstanding shares of our
common stock.
Until the distribution date or earlier redemption or expiration of the
rights:
(1) the rights will be evidenced by the common stock certificates and
will be transferred with and only with those common stock
certificates,
(2) new common stock certificates issued after June 12, 1989 will
contain a notation incorporating our rights agreement by reference,
and
(3) 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 those certificates.
The rights are not exercisable until the distribution date and will expire
at the close of business on June 12, 1999 unless we redeem them first as
described below.
As soon as practicable after the distribution date, we will mail right
certificates to holders of record of common stock as of the close of business on
the distribution date. Thereafter, the separate right certificates alone will
represent the rights. Except as otherwise determined by our board of directors,
we will issue rights only with shares of our common stock issued before the
distribution date.
If any person becomes the beneficial owner of 25% or more of the
outstanding shares of our common stock we will provide each right holder, other
than the beneficial owner of 25% or more of the outstanding shares of our common
stock, with the right to receive upon exercise of the right 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:
(1) we are acquired in a merger or other business combination
transaction, or
(2) 50% or more of our 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".
We may adjust the purchase price payable, and the number of units of
preferred stock or other securities or property issuable, upon exercise of the
rights from time to time to prevent dilution:
(1) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the preferred stock,
(2) 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
11
<PAGE> 13
(3) upon the distribution to holders of the preferred stock of evidences
of indebtedness or assets, excluding regular quarterly cash
dividends, or of subscription rights or warrants, other than those
referred to above.
With certain exceptions, we will not adjust the purchase price until
cumulative adjustments amount to at least 1% of the purchase price. We will not
issue fractional units and, instead, we will make an adjustment in cash based on
the market price of the preferred stock on the last trading date prior to the
date of exercise.
The rights are redeemable in whole, but not in part, at a price of $.01 per
right by our board of directors at any time until the tenth day after the stock
acquisition date or a later date as a majority of the continuing directors then
in office may determine. Under the terms of our rights agreement, the decision
to redeem requires the agreement 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 agreement of a majority of the
continuing directors, the rights will terminate and thereafter the holders of
rights will be entitled only to receive the redemption price.
Until a right is exercised, the holder will have no rights as a shareholder
of Chubb beyond those as an existing shareholder. As long as the rights are
attached to our common stock, we will issue one-quarter of a right with each new
share of our common stock issued.
PLAN OF DISTRIBUTION
The shares of common stock registered under this registration statement
will be offered as described in this prospectus or, if applicable, as provided
in any prospectus supplement. The shares of common stock will be offered by us
and our affiliates through First NBD Investment Services, Inc. to eligible
agencies and brokerages. The last sale price of the common stock quoted on the
New York Stock Exchange on , 1999 was $ . The proceeds to Chubb
are set forth without deducting for estimated expenses payable by Chubb of
$165,000.00.
<TABLE>
<S> <C> <C> <C>
PRICE TO COMMISSIONS PROCEEDS TO
PUBLIC IN 1999 CHUBB
- --------------------------------------------------------------------------------------------------------------
Per share....................... The average of the high and low sales None 100%
prices quoted on the New York Stock
Exchange on February , 1999 less a 20%
discount.
- --------------------------------------------------------------------------------------------------------------
Total........................... The average of the high and low sales - 0 - 100%
prices quoted on the New York Stock
Exchange on February , 1999 less a 20%
discount multiplied by one million.
- --------------------------------------------------------------------------------------------------------------
</TABLE>
EXPERTS
Ernst & Young LLP, independent auditors, are our auditors. They audited the
consolidated financial statements and the financial statement schedules that we
included in our Annual Report on Form 10-K for the year ended December 31, 1997
as described in their reports dated February 26, 1998 and March 25, 1998. The
Annual Report on Form 10-K for the year ended December 31, 1997 includes these
reports. We incorporate these financial statements, schedules and reports into
this prospectus in reliance on Ernst & Young LLP's authority as experts in
accounting and auditing.
12
<PAGE> 14
LEGAL MATTERS
Davis Polk & Wardwell, New York, New York and Shanley & Fisher, P.C.,
Morristown, New Jersey will pass upon the validity of the shares of common stock
issuable under the program for Chubb.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the Securities and Exchange Commission's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the public reference rooms. Our Securities and Exchange
Commission filings are also available to the public at the Securities and
Exchange Commission's web site at http://www.sec.gov.
The Securities and Exchange Commission allows us to "incorporate by
reference" into this prospectus the information we file with it, which means
that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and later information that we file with the Securities and
Exchange Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the Securities and Exchange Commission under Section 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934 until our offering is completed:
(1) Annual Report on Form 10-K for the year ended December 31, 1997;
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998;
(3) Reports on Form 8-K dated December 17, 1998 and dated January 19,
1999; and
(4) The description of our common stock contained in our most recent
Securities Exchange Act registration statement, including any amendments to
it which have been filed with the Commission.
You may request a copy of these filings at no cost, by writing to or
telephoning us at the following address:
The Chubb Corporation
15 Mountain View Road
P.O. Box 1615
Warren, New Jersey 70761-1615
Attention: Corporate Secretary
(908) 903-3576
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of the
document. Any statement contained in this prospectus, a prospectus supplement or
in a document incorporated by reference into the prospectus shall be modified or
superseded to the extent that another statement contained in any other document
filed later that is also incorporated by reference into the prospectus, modifies
or supersedes that statement. Those statements as modified or superseded shall
be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
13
<PAGE> 15
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> 16
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 1 to Chubb's Report on Form 8-K dated December 17
1998)
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>
- ---------------
* Previously filed
ITEM 17. UNDERTAKINGS.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement;
II-2
<PAGE> 17
(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> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Chubb
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 2 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Warren, State of New
Jersey, on the 25th day of January, 1999.
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 January 25, 1999
- ------------------------------------ and Director
(Dean R. O'Hare)
* Director January 25, 1999
- ------------------------------------
(Zoe E. Baird)
* Director January 25, 1999
- ------------------------------------
(John C. Beck)
* Director January 25, 1999
- ------------------------------------
(Sheila P. Burke)
* Director January 25, 1999
- ------------------------------------
(James J. Cash, Jr.)
* Director January 25, 1999
- ------------------------------------
(Percy Chubb, III)
* Director January 25, 1999
- ------------------------------------
(Joel J. Cohen)
* Director January 25, 1999
- ------------------------------------
(James M. Cornelius)
* Director January 25, 1999
- ------------------------------------
(David H. Hoag)
</TABLE>
II-4
<PAGE> 19
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director January 25, 1999
- ------------------------------------
(Thomas C. MacAvoy)
* Director January 25, 1999
- ------------------------------------
(Warren B. Rudman)
* Director January 25, 1999
- ------------------------------------
(Sir David G. Scholey, CBE)
* Director January 25, 1999
- ------------------------------------
(Raymond G.H. Seitz)
* Director January 25, 1999
- ------------------------------------
(Lawrence M. Small)
* Director January 25, 1999
- ------------------------------------
(Richard D. Wood)
* Director January 25, 1999
- ------------------------------------
(James M. Zimmerman)
* Executive Vice President and Chief January 25, 1999
- ------------------------------------ Financial Officer
(David B. Kelso)
* Senior Vice President and Chief January 25, 1999
- ------------------------------------ Accounting Officer
(Henry B. Schram)
*By /s/ HENRY G. GULICK
- ------------------------------------
(Henry G. Gulick,
attorney-in-fact)
</TABLE>
II-5
<PAGE> 20
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 1 to Chubb's Report on Form 8-K dated December
17, 1998)
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>
- ---------------
* Previously filed
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 2 to the Registration Statement (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 related financial statement schedules of The Chubb Corporation included
therein, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
New York, New York
January 25, 1999
