As filed with the Securities and Exchange Commission on July 19, 1999
Registration No. 333-73073
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO FORM S-4
ON FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
THE CHUBB CORPORATION
(Exact name of Registrant as specified in its charter)
New Jersey 6331 13-2595722
(State or Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
15 Mountain View Road
P. O. Box 1615
Warren, New Jersey 07061-1615
(Address of Principal Executive Offices)
-----------------------
The Chubb Corporation Option Adjustment Program
(Full Title of the Plan)
Henry G. Gulick,
Vice President and Secretary
15 Mountain View Road
P. O. Box 1615
Warren, New Jersey 07061-1615
(908) 903-3576
(Name and address of agent for service)
-----------------------
Approximate date of commencement of proposed sale to employees: From time
to time after the effective date of this Registration Statement and the
effective time ("Merger Date") of the merger (the "Merger") of Executive Risk
Inc. with a wholly-owned subsidiary of The Chubb Corporation (the
"Corporation"), as described in the Amended and Restated Agreement and Plan of
Merger dated as of June 16, 1999, as amended, among the Corporation, Executive
Risk Inc. and Excalibur Acquisition, Inc.
<TABLE>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed
Amount to be Maximum Proposed Maximum Amount of
Title of Each Class Registered Offering Price Aggregate Offering Registration Fee
of Securities to be Registered (1)(2) Per Share Price (3)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00
per share ........................ 1,809,885 N/A N/A $0
--------- --- --- --
==========================================================================================================================
</TABLE>
(1) This post-effective Amendment No. 2 to Form S-4 on Form S-8 covers
1,809,885 shares of the Corporation's common stock, par value $1.00 per
share, originally registered on the Registration Statement on Form S-4 to
which this Post-Effective
<PAGE>
Amendment relates. These 1,809,885 shares of common stock are to be issued
in connection with the exercise of stock options that have been granted
under various employee and director stock option and stock incentive plans
and arrangements of Executive Risk Inc. (the "Plans") and converted into
options to purchase shares of the Corporation pursuant to the terms of the
Merger and The Chubb Corporation Option Adjustment Program ( the "Option
Adjustment Program"). See "Purpose of Amendment."
(2) 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.
(3) The Corporation previously paid $321,821.09 upon the initial filing of the
Registration Statement to register 16,197,695 shares of common stock
issuable to the stockholders of Executive Risk Inc., including the
1,809,885 shares of common stock which may be issued pursuant to the
Plans.
2
<PAGE>
PURPOSE OF AMENDMENT
The purpose of this Post-Effective Amendment No. 2 is to register on Form
S-8 1,809,885 shares of common stock, par value $1.00 per share, of The Chubb
Corporation, a New Jersey corporation (the "Corporation") previously registered
on Form S-4 (Registration No. 333-73073) for issuance pursuant to options
granted under various employee and director stock option and stock incentive
plans and arrangements of Executive Risk Inc. and converted into options to
purchase shares of the Corporation pursuant to the Option Adjustment Program
and the terms of the Amended and Restated Agreement and Plan of Merger dated as
of June 16, 1999 among Executive Risk Inc., (the "Company") the Corporation and
Excalibur Acquisition, Inc. ("MergerSub"), which provided for the merger of
MergerSub with and into the Company.
3
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Corporation hereby incorporates, or will be deemed to have
incorporated, herein by reference the following documents:
(1) The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1998;
(3) The description of the Corporation's Common Stock contained in the
Corporation's most recent Exchange Act registration statement, including any
amendment thereto or report filed for the purpose of updating such description;
and
(4) All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Reference is made to Section 14A:3-5 of the New Jersey Business
Corporation Act as to indemnification by the Registrant of officers and
directors.
Article Twelfth of the Corporation's Restated Certificate of Incorporation
provides as follows with respect to the indemnification of the Corporation's
officers and directors:
Section A. A Director or Officer of the Corporation shall not be
personally liable to the Corporation or its stockholders for damages
for breach of any duty owed to the Corporation or its stockholders,
except for liability for any breach of duty based upon an act or
omission (i) in breach of such Director's or Officer's duty of
loyalty to the Corporation or stockholders, (ii) not in good faith or
involving a knowing violation of law or (iii) resulting in receipt by
such Director or Officer of an improper personal benefit. The
provisions of this section shall be effective as and to the fullest
extent that, in whole or in part, they shall be authorized or
permitted by the laws of the State of New Jersey. No repeal or
modification of the foregoing provisions of this Section A nor, to
the fullest extent permitted by law, any modification of law shall
adversely affect any right or protection of a Director or Officer of
the Corporation which exists at the time of such repeal or
modification.
Section B.
1. As used in this Section B:
(a) "corporate agent" means any person who is or was a
director, officer or employee of the Corporation and any person
who is or was a director, officer, trustee or employee of any
other enterprise, serving, or continuing to serve, as such at
the written request of the Corporation, signed by the Chairman
or the President or pursuant to a resolution of the Board of
Directors, or the legal representative of any such person;
(b) "other enterprise" means any domestic or foreign
corporation, other than the Corporation, and any partnership,
joint venture, sole proprietorship, trust, employee benefit plan
or other enterprise, whether or not for profit, served by a
corporate agent;
4
<PAGE>
(c) "expenses" means reasonable costs, disbursements and
counsel fees;
(d) "liabilities" means amounts paid or incurred in
satisfaction of settlements, judgments, fines and penalties;
(e) "proceeding" means any pending, threatened or completed
civil, criminal, administrative or arbitrative action, suit or
proceeding, and any appeal therein and any inquiry or
investigation which could lead to such action, suit or
proceeding, and shall include any proceeding as so defined
existing at or before, and any proceedings relating to facts
occurring or circumstances existing at or before, the adoption
of this Section B.
2. Each corporate agent shall be indemnified by the Corporation
against his expenses and liabilities in connection with any
proceeding involving the corporate agent by reason of his having been
such corporate agent to the fullest extent permitted by applicable
law as the same exists or may hereafter be amended or modified. The
right to indemnification conferred by this paragraph 2 shall also
include the right to be paid by the Corporation the expenses incurred
in connection with any such proceeding in advance of its final
disposition to the fullest extent authorized by applicable law as the
same exists or may hereafter be amended or modified. The right to
indemnification conferred in this paragraph 2 shall be a contract
right.
3. The Corporation may purchase and maintain insurance on behalf
of any corporate agent against any expenses incurred in any
proceeding and any liabilities asserted against him by reason of his
having been a corporate agent, whether or not the corporation would
have the power to indemnify him against such expenses and liabilities
under applicable law as the same exists or may hereafter be amended
or modified. The Corporation may purchase such insurance from, or
such insurance may be reinsured in whole or in part by, an insurer
owned by or otherwise affiliated with the Corporation, whether or not
such insurer does business with other insureds.
The rights and authority conferred in this Section B shall not exclude any
other right to which any person may be entitled under this Certificate of
Incorporation, the By-Laws, any agreement, vote 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.
* * *
The directors and officers of the Corporation are covered by insurance
policies indemnifying them against certain liabilities which may arise out of
their employment, including any liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), which might be incurred by them in
such capacities.
EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement.
Exhibit No. Exhibit
- ----------- -------
4.1 Form of Restated Charter of The Chubb Corporation
(incorporated by reference to Chubb's Form 10-K filed on
March 29, 1999).
5
<PAGE>
4.2 Form of Restated By-laws of The Chubb Corporation
(incorporated by reference to Chubb's registration
statement on Form 8-K dated December 17, 1998).
4.3 Rights Agreement dated as of March 12, 1999 by and between
The Chubb Corporation and First Chicago Trust Company of
New York, as rights agent (incorporated by reference to
Chubb's current report on Form 8-K filed on March 30,
1999).
5 Opinion of Shanley & Fisher, Professional Corporation
(legality)
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Shanley & Fisher, Professional Corporation
(included in Exhibit 5)
24 Powers of Attorney*
- ---------
* Filed previously with Registration Statement on Form S-4 (No. 333-73073) on
February 26, 1999.
UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
6
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Warren, State of New Jersey, on July 13, 1999.
THE CHUBB CORPORATION
By /s/ Gail E. Devlin
---------------------------------
Name: Gail E. Devlin
Title: Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
* Chairman, Chief Executive July 13, 1999
- ------------------------- Officer and Director
(Dean R. O'Hare)
<PAGE>
Signature Title Date
* Director July 13, 1999
- -------------------------
(Zoe E. Baird)
* Director July 13, 1999
- -------------------------
(John C. Beck)
* Director July 13, 1999
- -------------------------
(Shiela P. Burke)
* Director July 13, 1999
- -------------------------
(James I. Cash, Jr.)
* Director July 13, 1999
- -------------------------
(Percy Chubb, III)
* Director July 13, 1999
- -------------------------
(Joel J. Cohen)
* Director July 13, 1999
- -------------------------
(James M. Cornelius)
* Director July 13, 1999
- -------------------------
(David H. Hoag)
* Director July 13, 1999
- -------------------------
(Thomas C. MacAvoy)
* Director July 13, 1999
- -------------------------
(Warren B. Rudman)
* Director July 13, 1999
- -------------------------
(Sir David G. Scholey, CBE)
* Director July 13, 1999
- -------------------------
(Raymond G.H. Seitz)
<PAGE>
Signature Title Date
* Director July 13, 1999
- -------------------------
(Lawrence M. Small)
* Director July 13, 1999
- -------------------------
(James M. Zimmerman)
* Executive Vice President and July 13, 1999
- ------------------------- Chief Financial Officer
(David B. Kelso)
* Senior Vice President and Chief July 13, 1999
- ------------------------- Accounting Officer
(Henry B. Schram)
*By /s/ Henry G. Gulick
----------------------
(Henry G. Gulick, Attorney-in-fact)
<PAGE>
EXHIBITS INDEX
Exhibit No. Exhibit
- ----------- -------
4.1 Form of Restated Charter of The Chubb Corporation
(incorporated by reference to Chubb's Form 10-K filed on
March 29, 1999).
4.2 Form of Restated By-laws of The Chubb Corporation
(incorporated by reference to Chubb's registration
statement on Form 8-K dated December 17, 1998).
4.3 Rights Agreement dated as of March 12, 1999 by and between
The Chubb Corporation and First Chicago Trust Company of
New York, as rights agent (incorporated by reference to
Chubb's current report on Form 8-K filed on March 30,
1999).
5 Opinion of Shanley & Fisher, Professional Corporation
(legality)
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Shanley & Fisher, Professional Corporation
(contained in Exhibit 5)
24 Powers of Attorney*
- ---------
* Filed previously with Registration Statement on Form S-4 (No. 333-73073) on
February 26, 1999.
<PAGE>
EXHIBIT 5
July 19, 1999
The Chubb Corporation
15 Mountain View Road
P.O. Box 1615
Warren, NJ 07061-1615
Dear Sirs:
We are acting as special New Jersey counsel for The Chubb Corporation, a
New Jersey corporation (the "Corporation"), in connection with its
Post-Effective Amendment No. 2 to the Registration Statement on Form S-4 on
Form S-8 (No. 333-73073) (the "Registration Statement") to register under the
Securities Act of 1933, as amended, up to 1,809,885 shares of Common Stock of
the Corporation, par value $1.00 per share (the "Shares"), issuable in
connection with the exercise of stock options that have been granted under
various employee and director stock incentive plans and arrangements of
Executive Risk Inc. and converted into options to purchase shares of the
Corporation pursuant to the terms of The Chubb Corporation Option Adjustment
Program (the "Program").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of the Registration Statement and such documents, corporate
records, certificates of public officials and other instruments as we have
deemed necessary or advisable for the purpose of rendering this opinion.
Based upon the foregoing, we are of the opinion that the Shares issuable
pursuant to the Program have been duly authorized and, when issued pursuant to
the Program, will be legally issued, fully paid and non-assessable.
We are members of the Bar of the State of New Jersey, and the foregoing
opinion is limited to the laws of the State of New Jersey.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
Shanley & Fisher, P.C.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 2 to the Registration Statement (Form S-4 No. 333-73073) on Form
S-8 pertaining to The Chubb Corporation Option Adjustment Program, of our
reports (a) dated February 24, 1999, except for Note 20(c), as to which the
date is March 12, 1999, with respect to the consolidated financial statements
of The Chubb Corporation incorporated by reference in its Annual Report (Form
10-K), (b) dated March 26, 1999, with respect to the related financial
statement schedules of The Chubb Corporation included in its Annual Report
(Form 10-K), and (c) dated June 25, 1999, with respect to the financial
statements and schedules of the Capital Accumulation Plan of The Chubb
Corporation, Chubb & Son Inc., and Participating Affiliates included in the
Plan's Annual Report (Form 11-K), all for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.
Ernst & Young LLP
New York, New York
July 16, 1999
