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): January 2, 1998
ACE LIMITED
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Cayman Islands 1-11778 Not Applicable
_______________________________ ___________________ __________________
State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) dentification No.)
The ACE Building
30 Woodbourne Avenue
Hamilton, Bermuda HM 08
____________________________________________ ________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including are code: (441) 295-5200
Not Applicable
_______________________________________________________________________________
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On January 2, 1998, ACE Limited ("ACE") completed the acquisition
of all of the outstanding capital stock of Westchester Specialty Group,
Inc., an indirect wholly owned subsidiary of Xerox Corporation. The total
purchase price paid by ACE in the acquisition was $338 million. Of the $338
million purchase price, $250 million was borrowed from a syndicate of banks
with the remainder coming from available funds.
Item 7. Financial Statements and Exhibits.
(a) The required financial statements and pro forma financial
information will be filed by amendment to this Form 8-K as soon as
practicable, but in any event not later than 60 days after January 2, 1998.
(b) Exhibits.
2.1 Stock Purchase Agreement, dated September 18, 1997, by
and among ACE Limited and Talegen Holdings, Inc.
(Incorporated by reference to Exhibit 2.2 to ACE
Limited's Annual Report on Form 10-K for the year ended
September 30, 1997)
2.2 Tax Allocation and Indemnification Agreement, dated
September 18, 1997, by and among Xerox Financial
Services, Inc., Talegen Holdings, Inc., Westchester
Specialty Group, Inc., and ACE Limited (Incorporated by
reference to Exhibit 2.3 to ACE Limited's Annual Report
on Form 10-K for the year ended September 30, 1997)
99.1 Press Release, dated January 5, 1998
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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: January 23, 1998 ACE LIMITED
By: /s/ Christopher Z. Marshall
________________________________
Christopher Z. Marshall
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
________ ____________
99.1 Press Release, dated January 5, 1998
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NEWS RELEASE
____________
FOR IMMEDIATE RELEASE Investor Contact: Helen M. Wilson
(441) 299-9283
Media Contact: Wendy Davis Johnson
(441) 299-9347
ACE Limited Completes Acquisition of Westchester Specialty Group, Inc.
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HAMILTON, Bermuda, January 5, 1998 - ACE Limited (NYSE: ACL) announced
that it has completed the acquisition of Westchester Specialty Group, Inc.,
from Talegen Holdings, Inc., an indirect wholly owned subsidiary of Xerox
Corporation. The total purchase price paid by ACE in the acquisition was
$338 million. The $338 million purchase price includes adjustments, as
provided for in the purchase agreement, of $5 million. Westchester
Specialty Group, Inc., the holding company of the acquired business, will
operate under the name ACE USA, while its subsidiaries will retain their
names.
Brian Duperreault, chairman, president and chief executive officer of
ACE Limited stated, "We can think of no better way to begin the new year
than by formally welcoming Westchester to the ACE group of companies. As we
said when we announced this proposed acquisition a few months ago,
Westchester introduces us to a larger new client base.
"Given our focus on product and geographic diversification, we are
pleased that business development in this important market can now begin in
earnest."
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 two Lloyd's managing agencies, ACE London Aviation
Limited and ACE London Underwriting Limited, and provides corporate capital
to Lloyd's syndicates under their management. At September 30, 1997, ACE
Limited had approximately $2.6 billion in shareholders' equity and $5.0
billion in assets.
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