As filed with the Securities and Exchange Commission on May 8, 2000
Registration No.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
THE CHUBB CORPORATION
(Exact name of issuer as specified in its charter)
New Jersey 13-2595722
(State or other jurisdiction of (I.R.S. Employer
Incorporation) Identification Number)
15 Mountain View Road
P.O. Box 1615 07061-1615
Warren, New Jersey (Zip Code)
(Address of principal executive offices)
----------------------
THE CHUBB CORPORATION
LONG-TERM STOCK INCENTIVE PLAN (2000)
(Full title of the plan)
----------------------
HENRY G. GULICK, Vice President and Secretary
THE CHUBB CORPORATION
15 Mountain View Road
P.O. Box 1615
Warren, New Jersey 07061-1615
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
908-903-3576
----------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
Title of security Amount being Proposed maximum Proposed maximum Amount of
being registered registered(1) offering price per share(2) aggregate offering price(2) registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($1.00 par value) 13,000,000 shares $60.875 $791,375,000 $208,923
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(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 Long-Term Stock Incentive Plan (2000).
The proposed maximum offering price is based on the average of the high
and low price on the New York Stock Exchange for May 4, 2000.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Chubb Corporation (the "Company") hereby incorporates, or will be
deemed to have incorporated, herein by reference the following documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(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 Decem
ber 31, 1999;
(3) The description of the Company's Common Stock contained in the
Company's most recent Exchange Act registration statement, including any
amendment thereto or report filed for the purpose of updating such description;
and
(4) All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Reference is made to Section 14A:3-5 of the New Jersey Business Corpo
ration 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.
2
<PAGE>
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 corpora tion,
other than the Corporation, and any partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise, whether
or not for profit, served by a corporate agent;
(c) "expenses" means reasonable costs, disbursements and counsel
fees;
(d) "liabilities" means amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties;
(e) "proceeding" means any pending, threatened or completed civil,
criminal, administrative or arbitrative action, suit or proceeding, and
any appeal therein and any inquiry or investigation which could lead to
such action, suit or proceeding, and shall include any proceeding as so
defined existing at or before, and any proceedings relating to facts
occurring or circumstances existing at or before, the adoption of this
Section B.
2. Each corporate agent shall be indemnified by the Corporation
against his expenses and liabilities in connection with any proceeding
involving the corporate agent by reason of his having been such corporate
agent to the fullest extent permitted by applicable law as the same exists
or may hereafter be amended or modified. The right to indemnification con
ferred 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 pro ceeding 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.
3
<PAGE>
The rights and authority conferred in this Section B shall not
exclude any other right to which any person may be entitled under this
Certificate of Incorporation, the By-Laws, any agreement, vote or
stockholder or otherwise. No repeal or modification of the foregoing
provisions of this Section B nor, to the fullest extent permitted by law,
any modification of law, shall adversely affect any right or protection of
a corporate agent which exists at the time of such repeal or modification.
The directors and officers of the Corporation are covered by insurance
policies indemnifying them against certain liabilities which may arise out of
their employment, including any liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), which might be incurred by them in
their capacities as directors and officers.
EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement.
Exhibit No. Exhibit
- ----------- -------
5 Opinion of Davis Polk & Wardwell
(legality)
23(a) Consent of Ernst & Young LLP, independent auditors
23(b) Consent of Davis Polk & Wardwell
(contained in Exhibit 5)
24(a) Powers of Attorney
UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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
4
<PAGE>
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registra tion statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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
Exchange 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
Exchange Act and will be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant cer
tifies 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 May 8, 2000.
THE CHUBB CORPORATION
By /s/ Dean R. O'Hare
------------------------------
(Dean R. O'Hare, Chairman
and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Dean R. O'Hare Chairman, May 8, 2000
- -------------------------------- Chief Executive Officer
(Dean R. O'Hare) and Director
* Director May 8, 2000
- --------------------------------
(Zoe Baird)
* Director May 8, 2000
- --------------------------------
(John C. Beck)
* Director May 8, 2000
- --------------------------------
(Sheila P. Burke)
* Director May 8, 2000
- --------------------------------
(James I. Cash, Jr.)
* Director May 8, 2000
- --------------------------------
(Percy Chubb, III)
6
<PAGE>
* Director May 8, 2000
- --------------------------------
(Joel J. Cohen)
* Director May 8, 2000
- --------------------------------
(James M. Cornelius)
* Director May 8, 2000
- --------------------------------
(David H. Hoag)
* Director May 8, 2000
- --------------------------------
(Warren B. Rudman)
* Director May 8, 2000
- --------------------------------
(David G. Scholey)
* Director May 8, 2000
- --------------------------------
(Raymond G.H. Seitz)
* Director May 8, 2000
- --------------------------------
(Lawrence M. Small)
* Director May 8, 2000
- --------------------------------
(James M. Zimmerman)
* Executive Vice President May 8, 2000
- -------------------------------- and Chief Financial
(David B. Kelso) Officer
* Senior Vice President and May 8, 2000
- -------------------------------- Chief Accounting Officer
(Henry B. Schram)
*By /s/ Henry G. Gulick
-----------------------------
(Henry G. Gulick,
Attorney-in-fact)
7
EXHIBIT 5
[LETTERHEAD OF DAVIS POLK & WARDWELL]
May 8, 2000
The Chubb Corporation
15 Mountain View Road
PO Box 1615
Warren, New Jersey 07061-1615
Dear Sirs:
We are acting as special counsel for The Chubb Corporation in connection
with the filing of a Registration Statement (the "Registration Statement") on
Form S-8 under the Securities Act of 1933, as amended, relating to 13,000,000
shares of Common Stock par value $1.00, (the "Shares") issuable in accordance
with The Chubb Corporation Long-Term Stock Incentive Plan (2000) as referred to
in such Registration Statement (the "Plan").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary or advisable for
the purposes of this Opinion.
Upon the basis of the foregoing, we are of the opinion that the Shares
issuable pursuant to the Plan, when issued in accordance with the Plan will be
duly authorized and validly issued.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
EXHIBIT 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to The Chubb Corporation Long-Term Stock Incentive Plan
(2000) of our reports (a) dated February 23 , 2000, with respect to the
consolidated financial statements of The Chubb Corporation incorporated by
reference in its Annual Report (Form 10-K) and (b) dated March 24, 2000, with
respect to the related financial statement schedules of The Chubb Corporation
included in its Annual Report (Form 10-K), both for the year ended December 31,
1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
May 5, 2000
EXHIBIT 24(a)
POWERS 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, 1999 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, as amended, 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.
/s/ Zoe Baird Director February 9, 2000
- --------------------
Zoe Baird
/s/ John C. Beck Director February 3, 2000
- --------------------
John C. Beck
/s/ Sheila P. Burke Director February 7, 2000
- --------------------
Sheila P. Burke
/s/James I. Cash, Jr. Director February 4, 2000
- --------------------
James I. Cash, Jr.
/s/ Percy Chubb, III Director February 11, 2000
- --------------------
Percy Chubb, III
<PAGE>
/s/ Joel J. Cohen Director February 3, 2000
- ------------------------
Joel J. Cohen
/s/ James M. Cornelius Director February 3, 2000
- ------------------------
James M. Cornelius
/s/ David H. Hoag Director February 7, 2000
- ------------------------
David H. Hoag
/s/ Warren B. Rudman Director February 3, 2000
- ------------------------
Warren B. Rudman
/s/ David G. Scholey Director February 7, 2000
- ------------------------
David G. Scholey
/s/ Raymond G. H. Seitz Director February 7, 2000
- ------------------------
Raymond G. H. Seitz
/s/ Lawrence M. Small Director February 4, 2000
- ------------------------
Lawrence M. Small
/s/ James M. Zimmerman Director February 2, 2000
- ------------------------
James M. Zimmerman
/s/ David B. Kelso Executive Vice President February 2, 2000
- ------------------------ and Chief Financial Officer
David B. Kelso
/s/ Henry B. Schram Senior Vice President February 4, 2000
- ------------------------ and Chief Accounting Officer
Henry B. Schram
