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Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333-67445
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 12, 2001.
[CHUBB LOGO]
UP TO 500,000 SHARES OF COMMON STOCK
OF
THE CHUBB CORPORATION
------------------------
This prospectus supplement relates to our common stock offered during 2001
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.
The purchase date to acquire shares in 2001 is February 2, 2001. On such
purchase date, the purchase price for a share of common stock offered under the
program will be the average of the high and low prices of our common stock
quoted on the New York Stock Exchange on February 2, 2001, less a discount of
20%. For example, if you elect to use $10,000 of your earned cash commissions to
purchase common stock, you would receive $12,500 worth of common stock at the
per share price determined by the average of the high and low prices of the
common stock on February 2, 2001. The shares purchased under the program on
February 2, 2001 will be restricted for two years starting on February 2, 2001.
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.
Our common stock is listed on the New York Stock Exchange under the trading
symbol "CB." On January 5, 2001, the last sale price of our common stock quoted
on the New York Stock Exchange was $75.125. As of October 31, 2000, there were
issued 178,792,684 shares of common stock, of which 3,977,612 were treasury
shares and 174,815,072 were outstanding and Chubb had no preferred stock issued
or outstanding.
<TABLE>
<CAPTION>
PRICE TO PROCEEDS TO
PUBLIC IN 2001 COMMISSIONS CHUBB
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per share..... The average of the high and low sales prices quoted None 100%
on the New York Stock Exchange on February 2, 2001
less a 20% discount
--------------------------------------------------------------------------------------------------
Total......... The average of the high and low sales prices quoted -0- 100%
on the New York Stock Exchange on February 2, 2001
less a 20% discount multiplied by one million.
--------------------------------------------------------------------------------------------------
</TABLE>
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 supplement is January 12, 2001.
<PAGE> 2
PROSPECTUS
[CHUBB LOGO]
1,000,000 SHARES OF COMMON STOCK
OF
THE CHUBB CORPORATION
------------------------
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. 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 January 12, 2001.
<PAGE> 3
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TABLE OF CONTENTS
------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
Summary..................................................... 3
The Chubb Corporation....................................... 5
Use of Proceeds............................................. 5
The Program................................................. 5
Description of the Capital Stock............................ 9
Plan of Distribution........................................ 12
Experts..................................................... 12
Legal Matters............................................... 13
Where You Can Find More Information......................... 13
</TABLE>
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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. 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. You should read the information
set forth in the applicable prospectus supplement for each year's purchase date,
if any, and its terms.
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 State Street Brokerage, a
division of State Street Capital Markets L.L.C. 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, a division of EquiServe. 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.
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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.
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 for those arrangements.
Procedures for Making Purchases
Prior to each purchase date, State Street Brokerage 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 State Street Brokerage 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:
State Street Brokerage, 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 State Street Brokerage 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 in the applicable prospectus
supplement for a description of the specific terms for each year's purchase
date, if any.
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
State Street Brokerage administers the program. In the event that State
Street Brokerage 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 State Street
Brokerage, 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 2001 terms, for
example, if your incentive compensation earned in 2000 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.
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 October 31, 2000, there were issued 178,792,684
shares of common stock, of which 3,977,612 were treasury shares and 174,815,072
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 right for each share of our common stock it holds. Each
right entitles its holder to purchase a unit that consists of one one-thousandth
of a share of Series B Participating Cumulative Preferred Stock, par value $1.00
per share, at a purchase price of $240 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 20% or more of the outstanding shares of
our common stock, or
(2) 10 business days, or such later date as may be designated under
certain circumstances by our board of directors, following the
commencement of a tender offer or exchange offer that would result
in a person or group becoming the beneficial owner of 20% 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 March 31, 1999 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 March 12, 2009 unless we redeem or exchange 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 20% or more of the
outstanding shares of our common stock we will provide each right holder, other
than the beneficial owner of 20% 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,
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(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
(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 prior to the earlier of March 12,
2009 and the date on which an acquisition event occurs. Under the terms of our
rights agreement, the decision to redeem requires the agreement of a majority of
the directors. In addition, the plan is also subject to annual review by a
committee of independent directors which can recommend redemption if it
determines that the plan no longer serves our best interests and our
shareholders' best interests.
Immediately upon the action of the board of directors ordering redemption
of the rights, with, where required, the agreement of a majority of the
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 State Street Brokerage to eligible agencies and
brokerages. The proceeds to Chubb are set forth without deducting for estimated
expenses payable by Chubb of $165,000.00.
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, 1999
as described in their reports dated February 23, 2000 and March 24, 2004. The
Annual Report on Form 10-K for the year ended December 31, 1999 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.
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LEGAL MATTERS
Davis Polk & Wardwell, New York, New York and Drinker Biddle & Shanley LLP,
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, 1999;
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000; and
(3) 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.
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