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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 18, 1997
ACE LIMITED
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(Exact name of registrant as specified in its charter)
Cayman Islands 1-11778 Not Applicable
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(State or other jurisdiction (Commission I.R.S. Employer
(of Incorporation File Number) Identification No.)
The ACE Building
30 Woodbourne Avenue
Hamilton, Bermuda HM 08
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including are code: (441) 295-5200
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Not Applicable
_______________________________________________________________________________
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On September 18, 1997, ACE Limited ("ACE") issued a press release
announcing that it had signed a definitive agreement to acquire all of the
outstanding capital stock of Westchester Specialty Group, Inc., an indirect
wholly owned subsidiary of Xerox Corporation.
Included as Exhibit 99.1 to this Current Report on Form 8-K is a
copy of the press release.
Item 7. Exhibits.
99.1 Press Release, dated September 18, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: September 25, 1997 ACE LIMITED
By: /s/ Christopher Z. Marshall
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Christopher Z. Marshall
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
- -------
99.1 Press Release, dated September 18, 1997
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EXHIBIT 99.1
ACE Limited
FOR IMMEDIATE RELEASE
Investor Contact: Helen M. Wilson
Investor Relations
ACE Limited
(441) 299-9283
ACE Limited Signs Definitive Agreement to Acquire
Westchester Specialty Group, Inc.
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HAMILTON, Bermuda, September 18, 1997 -- ACE Limited (NYSE: ACL) announced
today that it has executed a definitive agreement with Talegen Holdings, Inc.
for the acquisition by ACE of Westchester Specialty Group, Inc., a wholly
owned subsidiary of Talegen. ACE will acquire Westchester through a
newly-created U.S. holding company. Talegen is an indirect wholly owned
subsidiary of Xerox Corporation. Westchester, through its insurance
subsidiaries, provides specialty commercial property and umbrella liability
coverages in the United States.
Under the terms of the agreement, ACE will purchase all of the outstanding
capital stock of Westchester from Talegen for aggregate cash consideration of
$333 million which, it is anticipated based on information currently
available, will approximate the net asset value of Westchester at the time
of closing. ACE anticipates that it will finance the acquisition with cash
and bank debt.
In connection with the acquisition, National Indemnity, a subsidiary of
Berkshire Hathaway, will provide $750 million (75 percent quota share of
$1 billion) of reinsurance protection to Westchester with respect to
Westchester's loss reserves for the 1996 and prior accident years. It is
anticipated that the acquisition, which is subject to, among other matters,
regulatory approval and other customary closing conditions, will be completed
in early January.
Brian Duperreault, ACE's chairman, president and chief executive officer
stated: "The acquisition of Westchester provides several important strategic
benefits to ACE. There is immediate and broad access to the U.S. commercial
property and casualty market through Westchester's existing 50 state licenses
and extensive, long-standing relationships with many of the largest U.S.
wholesale brokers. Through Westchester, ACE is also acquiring a strong
balance sheet consisting of a very high quality investment portfolio.
These, when combined with a strong reserve position bolstered by substantial
reinsurance protection from National Indemnity, create an excellent
acquisition opportunity for ACE. Additionally, Westchester's high quality
management team has an average of over 20 years of insurance industry
experience."
Dominic Frederico, president of A.C.E. Insurance Company, Ltd. and an
executive of ACE Limited observed: "Westchester is a further strategic step
in ACE Limited's diversification process. The broadening of the client base
as well as distribution capabilities provides an excellent platform for
ACE's expansion."
Dennis Reding, chairman of the board and chief executive officer of
Westchester added: "We are excited about becoming part of the ACE group of
companies. We look forward to joining a dynamic organization with a global
perspective."
Westchester is an insurance holding company based in Atlanta, Georgia.
Through Westchester Fire Insurance Company, Westchester Surplus Lines
Insurance Company, Industrial Underwriters Insurance Company and its other
subsidiaries, Westchester provides specialty commercial property and umbrella
liability coverages in the United States. Westchester's products include:
specialized inland marine, fire and commercial multi-peril coverages in the
catastrophe and non-catastrophe markets; umbrella and excess coverages for
products or completed operations; and premises, automobile and employers'
liability coverages. Westchester's subsidiaries are licensed to operate in
all 50 states and distribute their products through approximately 70 wholesale
brokers, including many of the largest wholesale brokers in the United States.
Westchester was formed in 1993 through the merger of two former subsidiaries
of Crum & Forster, Inc. as part of the restructuring of Talegen. During
calendar year 1996, Westchester had $258 million of gross written premiums
and $125 million of net written premiums.
The ACE group of companies provides insurance and reinsurance for a diverse
group of international clients. ACE Limited, through its Bermuda-based
subsidiaries, A.C.E. Insurance Company, Ltd., Corporate Officers & Directors
Assurance Ltd. and Tempest Reinsurance Company Limited, provides excess
liability insurance, directors and officers liability insurance, and property
catastrophe reinsurance, as well as satellite, aviation, excess property,
financial lines and political risk coverages. ACE also owns three Lloyd's
managing agencies, Methuen Underwriting Limited, ACE London Aviation Limited
and ACE London Underwriting Limited, and provides corporate capital to Lloyd's
syndicates under their management. At June 30, 1997, ACE Limited had
approximately $2.4 billion in shareholders' equity and over $4.8 billion in
assets.
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