As filed with the Securities and Exchange Commission on February 13, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACE LIMITED
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands
(State or Other Jurisdiction of Incorporation or
Organization)
Not Applicable
(I.R.S. Employer Identification No.)
30 Woodbourne Avenue, Hamilton HM 08, Bermuda
(Address of Principal Executive Offices)
ACE LIMITED
1996 REPLACEMENT OPTION PLAN
(Full Title of the Plan)
Brian Duperreault
c/o CT Corporation System
1633 Broadway
New York, New York 10019
(Name and Address of Agent For Service)
(441) 295-5200
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Laura D. Richman
Mayer, Brown & Platt
190 South La Salle Street
Chicago, Illinois 60603-3441
---------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate
to Be to Be Price Per Offering Amount of
Registered Registered(1) Share(2) Price(2) Registration Fee
- --------------------------------------------------------------------------------
Ordinary 93,088 $96.8125 $9,012,082 $2,730
Shares,
par value
$0.125 per share
================================================================================
(1) This amount represents the number of Ordinary Shares issuable
under the plan prior to the upcoming three-for-one split of the
registrant's Ordinary Shares. Under Rule 416, this registration
statement shall be deemed to cover the additional number of
Ordinary Shares that become issuable, pursuant to the
anti-dilution provisions of the plan, as a result of the stock
split.
(2) Estimated pursuant to Rule 457(h)(1) solely for the purpose of
calculating the registration fee, based on the average of the high
and low sale prices of the registrant's Ordinary Shares as
reported on The New York Stock Exchange Composite Tape on February
9, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by ACE
Limited (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), File No. 1-11778, are incorporated by reference
herein and shall be deemed to be a part hereof:
(a) Annual Report on Form 10-K for the year ended September 30,
1997;
(b) Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997;
(c) Current Report on Form 8-K filed on January 23, 1998; and
(d) Description of Ordinary Shares included in the
Registration Statement on Form 8-A dated March 2, 1993 as
amended by Amendment No. 1 thereto dated March 11, 1993
filed under Section 12 of the Exchange Act.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and shall be
deemed a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 100 of the Company's Articles of Association contains
provisions with respect to indemnification of the Company's officers and
directors. Such provision provides that the Company shall indemnify, in
accordance with and to the full extent now or hereafter permitted by law,
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, without limitation,
an action by or in the right of the Company), by reason of his acting as a
director, officer, employee or agent of, or his acting in any other
capacity for or on behalf of, the Company, against any liability or expense
actually and reasonably incurred by such person in respect thereof. The
Company may also advance the expenses of defending any such act, suit or
proceeding in accordance with and to the full extent now or hereafter
permitted by law.
The Companies Law (Revised) of the Cayman Islands does not set out
any specific restrictions on the ability of a company to indemnify officers
or directors. However, the application of basic principles and certain
Commonwealth case law which is likely to be persuasive in the Cayman
Islands, would indicate that indemnification is generally permissible
except in the event that there had been fraud or wilful default on the part
of the officer of director or reckless disregard of his duties and
obligations to the company.
The Company in the past has entered into underwriting agreements
which provide for indemnification, under certain circumstances, of the
Company, its officers and its directors by the underwriters.
II-1
<PAGE>
Directors and officers of the Company are also provided with
indemnification against certain liabilities pursuant to a directors and
officers liability insurance policy. Coverage is afforded for any loss that
the insureds become legally obligated to pay by reason of any claim or
claims first made against the insureds or any of them during the policy
period from any wrongful acts that are actually or allegedly caused,
committed or attempted by the insureds prior to the end of the policy
period. Wrongful acts are defined as any actual or alleged error,
misstatement, misleading statement or act, omission, neglect or breach of
duty by the insureds while acting in their individual or collective
capacities as directors or officers of the Company, or any other matter
claimed against them by reason of their being directors or officers of the
Company. Certain of the Company's directors are provided, by their
employer, with indemnification against certain liabilities incurred as
directors of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits which is incorporated herein by reference.
Item 9. Undertakings.
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 the 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 (1)(i) and (1)(ii)
do not apply if 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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in the registration statement.
II-2
<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.
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 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.
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 provisions described
in Item 6 of this registration statement, 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
Securities Act of 1933 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Each person whose signature appears below constitutes and appoints
Brian Duperreault, Christopher Z. Marshall, Peter N. Mear and Keith P.
White and each of them, the true and lawful attorneys-in-fact and agents of
the undersigned, with full power of substitution and resubstitution, for
and in the name, place and stead of the undersigned, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such
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, full to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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 Hamilton, Bermuda on February 6, 1998.
ACE LIMITED
By: /S/ BRIAN DUPERREAULT
------------------------------
Name: Brian Duperreault
Title: Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following
persons in the capacities indicated and on February 6, 1998.
Signature Position
--------- --------
/S/ BRIAN DUPERREAULT
- ---------------------------------- Chairman, President and Chief
Brian Duperreault Executive Officer; Director
/S/ CHRISTOPHER Z. MARSHALL
- ---------------------------------- Chief Financial Officer
Christopher Z. Marshall (Principal Financial and
Accounting Officer)
/S/ DONALD KRAMER
- ----------------------------------- Vice Chairman; Director
Donald Kramer
/S/ MICHAEL G. ATIEH
- ----------------------------------- Director
Michael G. Atieh
<PAGE>
/S/ BRUCE L. CROCKETT
- ----------------------------------- Director
Bruce L. Crockett
/S/ JEFFREY W. GREENBERG
- ----------------------------------- Director
Jeffrey W. Greenberg
/S/ MERYL D. HARTZBAND
- ----------------------------------- Director
Meryl D. Hartzband
/S/ PETER MENIKOFF
- ----------------------------------- Director
Peter Menikoff
/S/ GLEN M. RENFREW
- ----------------------------------- Director
Glen M. Renfrew
/S/ ROBERT RIPP
- ----------------------------------- Director
Robert Ripp
/S/ WALTER A. SCOTT
- ----------------------------------- Director
Walter A. Scott
/S/ DERMOT F. SMURFIT
- ----------------------------------- Director
Dermot F. Smurfit
/S/ ROBERT W. STALEY
- ----------------------------------- Director
Robert W. Staley
/S/ GARY M. STUART
- ----------------------------------- Director
Gary M. Stuart
/S/ SIDNEY F. WENTZ
- ----------------------------------- Director
Sidney F. Wentz
<PAGE>
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the
undersigned as the duly authorized representative of the registrant in the
United States.
/s/ BRIAN DUPERREAULT
------------------------------------
Brian Duperreault
Date: February 6, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit Document Description
- ------- --------------------
4.1 Memorandum of Association of the Company (incorporated by reference to
Exhibit 3.1 to Registration Statement on Form S-1 (No. 33-57206))
4.2 Articles of Association of the Company (incorporated by reference to
Exhibit 3.2 to Registration Statement on Form S-1 (No. 33-57206))
4.3 Specimen certificate representing Ordinary Shares (incorporated by
reference to Exhibit 4.3 to Registration Statement on Form S-1
(No. 33-57206))
4.4 ACE Limited 1996 Replacement Option Plan (incorporated by reference to
Exhibit 10.24 to Form 10-K for the year ended September 30, 1996
(File No. 1-11778))
5.1 Opinion of Maples & Calder as to the legality of the securities
offered
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Maples & Calder (included in its opinion filed as
Exhibit 5.1)
24.1 Powers of Attorney (included in signature pages)
99.1 Appointment of CT Corporation System as U.S. agent for service
of process (incorporated by reference to Exhibit 99.1 to
Registration Statement on Form S-1 (No. 33-72118))
99.2 Confirmation of appointment of CT Corporation System as U.S.
agent for service of process
EXHIBIT 5.1
[LETTERHEAD OF MAPLES AND CALDER]
Effective Date
13th February, 1998
ACE Limited
The ACE Building
30 Woodbourne Avenue
Hamilton HM 08
Bermuda
Dear Sirs,
Re: ACE Limited (the "Company") - Form S-8 Registration Statement
1996 Replacement Option Plan (the "Plan")
-------------------------------------------------------------
You have asked us to render this opinion in our capacity as your counsel as
to Cayman Islands law in connection with the registration pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act") of 93,088 of the Company's
Ordinary Shares, par value US$0.125 per share (the "Ordinary Shares") to be
issued pursuant to the exercise of options issued by the Company pursuant
to the Plan which was adopted by the Board of Directors of the Company in
order to award replacement options in satisfaction of the Company's
obligations under Section 5.11 of the Agreement and Plan of Amalgamation,
dated as of March 14th, 1996, as amended (the "Amalgamation Agreement")
between the Company, TRCL Acquisition Limited and Tempest Reinsurance
Company Limited.
We have reviewed the Company's Memorandum and Articles of Association (as
amended). We have relied in giving this opinion on certifications from the
Company's Officers.
We assume that all subscription monies due in respect of shares issued by
the Company have been or will be duly received by the Company. We further
assume that all Ordinary Shares to be newly issued pursuant to the exercise
of options issued by the Company in accordance with the Plan have
been reserved for issuance and that there are no intervening changes
in the Plan, the Company's Memorandum and Articles of Association, the laws
of the Cayman Islands or any other relevant matter.
<PAGE>
To: ACE Limited 13th February, 1998
- -Opinion Page 2
- -------------------------------------------------------------------------
On the basis of the foregoing, we would advise as follows:
1. The Company's authorised capital includes 100,000,000 Ordinary
Shares of US$0.125 each, 3,334,697 Callable Preferred Shares of
US$1.00 each and 10,000,000 "Other Shares" of US$1.00 each.
2. The Company has sufficient authorised share capital to issue the
93,088 Ordinary Shares and the issue thereof is within the power
of the Company's Board of Directors.
3. The Ordinary Shares to be issued in accordance with the Plan have
been duly authorised and when issued and registered in the
Company's Share Register in accordance with the provisions of the
Plan will be legally and validly issued.
4. On the basis that the contractual subscription price (being not
less than the par value) of the Ordinary Shares is fully paid in
cash or other consideration approved by the Board of Directors or
a duly established Committee thereof, such Ordinary Shares issued
or to be issued may properly be credited as fully paid under
Cayman Islands law.
5. Fully paid shares are not subject to further calls or assessments by
the Company.
6. The Company has been incorporated as an exempted company under the
Companies Law of the Cayman Islands and the liability of its
shareholders is limited to the amount, if any, unpaid on their
shares (See Clause 5 of the Memorandum of Association). On the
basis that all such shares are fully paid, there is no rule of
Cayman Islands law that would impose any further liability on
persons holding shares in the Company merely by reason of such
shareholding.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours faithfully,
/s/ MAPLES AND CALDER
Maples and Calder
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of ACE Limited on Form S-8 with respect to the ACE Limited 1996 Replacement
Option Plan of our reports dated November 5, 1997, on our audits of the
consolidated financial statements and financial statement schedules of ACE
Limited and Subsidiaries as of September 30, 1997 and 1996, and for each of
the three years in the period ended September 30, 1997, which reports are
included in ACE Limited's Annual Report on Form 10-K for the year ended
September 30, 1997.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
February 9, 1998
EXHIBIT 99.2
[CT CORPORATION SYSTEM LETTERHEAD]
208 South LaSalle Street
Chicago, Illinois 60604
Tel. 312-345-4324
Fax 312-263-0124
February 11, 1998
Mayer, Brown & Platt
Attn: Howard L. Rosenberg, Sr. Para.
190 S. LaSalle Street
Chicago, Illinois 60603
RE: ACE LIMITED (C.I.)
Dear Howard:
May this letter serve to confirm that we, C T Corporation System, currently
represents the above named entity as Agent under the Registration Statement
filed with the Securities and Exchange Commission ("SEC") on November 24,
1993. The aforementioned appointment applies to any subsequent registration
statements filed with the SEC and is not due to expire until November 24,
2001.
We appreciate the opportunity to be of service.
Thank you for using C. T.
Very truly yours,
/s/Julianna D. Peterson
Julianna D. Peterson
Sr. Customer Specialist
