As filed with the Securities and Exchange Commission on February __, 1999
Registration No. 333-____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 98-0091805
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
The ACE Building
30 Woodbourne Avenue
Hamilton HM 08, Bermuda
(Address of principal executive offices) (zip code)
ACE Limited 1998 Long-Term Incentive Plan
(Full title of the plan)
Brian Duperreault
ACE Limited
c/o CT Corporation System
1633 Broadway
New York, New York 10019
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (441) 295-5200
copy to
Laura D. Richman
Mayer, Brown & Platt
190 S. LaSalle Street
Chicago, Illinois 60603
-------------------------
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share* Price* Fee
- ---------- ------------- --------- --------- -------------
Oridinary
Shares, 9,682,823 $26.3438 $255,082,352 $70,913
$.041666667 shares
par value
- -------------------------------------------------------------------------------
* Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 on the basis
of the average of the high and low prices of the Ordinary Shares
reported on the New York Stock Exchange Composite Tape on February
9, 1999.
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Part II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which have heretofore been filed by the
registrant with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated by reference herein and shall be deemed to be a part hereof:
(a) Annual Report on Form 10-K, as amended, for the year ended
September 30, 1998.
(b) Current Report on Form 8-K (date of earliest event reported:
December 22, 1998).
(c) Current Report on Form 8-K (date of earliest event reported:
January 12, 1999).
(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 registrant 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. Such indemnification and advancement of expenses are not
exclusive of any other right to indemnification or advancement of expenses
provided by law or otherwise.
The Companies Law (1995 Revision) 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.
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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.
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.
4.1 Memorandum of Association of the Company
(Incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year
ended September 30, 1998)
4.2 Articles of Association of the Company
(Incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year
ended September 30, 1998)
4.3 Specimen certificate representing Ordinary Shares
(Incorporated by reference to Exhibit 4.3 to the
Registration
Statement on From S-1 of the Company No. 33-57206)
5.1 Opinion of Maples and Calder as to the legality of the
Ordinary Shares
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Maples and Calder (included in Exhibit 5.1)
24.1 Powers of Attorney (included in signature pages)
99.1 Appointment of CT Corporation as U.S. agent for
service of process (incorporated by reference to
Exhibit 99.1 to Registration Statement on Form S-1
of the Company (No. 33-72118)).
99.2 Confirmation of appointment of CT Corporation System
as U.S. agent for service of process (incorporated by
reference to Exhibit 99.2 to Registration Statement on
Form S-3 of the Company (No. 333-49257)).
Item 9. Undertakings.
A. Rule 415 Offering.
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-2
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(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 end 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 a 20%
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement;
(ii) 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 registration statement is on
Form S-3 or Form S-8, 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 Securities Exchange Act of 1934
that are incorporated by reference in
the registration statement.
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.
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B. Filings Incorporating Subsequent Exchange Act Documents
by Reference.
---------------------------------------------------------
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 section 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.
C. Indemnification of Directors and Officers.
-----------------------------------------
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 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 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.
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SIGNATURES
Each person whose signature appears below constitutes and appoints,
Brian Duperreault, Christopher Z. Marshall, Peter N. Mear and Keith 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 the City of Hamilton, Bermuda, on February
2, 1999.
ACE Limited
By: /s/ Brian Duperreault
-------------------------------
Its: Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Brian Duperreault
- --------------------------- Chairman, President February 2, 1999
Brian Duperreault Chief Executive Officer;
Director
/s/ Christopher Z. Marshall Executive Vice President February 5, 1999
- --------------------------- and Chief Financial Officer
Christopher Z. Marshall (Principal Financial and
Accounting Officer)
/s/ Michael G. Atieh
- --------------------------- Director February 5, 1999
Michael G. Atieh
/s/ Bruce L. Crockett
- -------------------------- Director February 5, 1999
Bruce L. Crockett
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<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Jeffrey W. Greenberg
- ------------------------ Director February 5, 1999
Jeffrey W. Greenberg
/s/ Meryl D. Hartzband
- ------------------------ Director February 5, 1999
Meryl D. Hartzband
/s/ Robert M. Hernandez
- ------------------------ Director February 5, 1999
Robert M. Hernandez
/s/ Donald Kramer
- ------------------------ Director February 5, 1999
Donald Kramer
/s/ Peter Menikoff
- ------------------------ Director February 5, 1999
Peter Menikoff
/s/ Thomas J. Neff
- ------------------------ Director February 5, 1999
Thomas J. Neff
/s/ Glen M. Reinfrew
- ------------------------ Director February 5, 1999
Glen M. Renfrew
/s/ Robert Ripp Director February 5, 1999
- ------------------------
Robert Ripp
/s/ Walter A. Scott
- ------------------------ Director February 5, 1999
Walter A. Scott
/s/ Dermott F. Smurfit
- ------------------------ Director February 5, 1999
Dermott F. Smurfit
/s/ Robert W. Staley
- ------------------------ Director February 2, 1999
Robert W. Staley
/s/ Gary M. Stuart
- ------------------------ Director February 5, 1999
Gary M. Stuart
/s/ Sidney F. Wentz
- ------------------------ Director February 5, 1999
Sidney F. Wentz
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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 ACE Limited in the United States.
/s/ Brian Duperreault
----------------------------------
Brian Duperreault
Date: February 2, 1999
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EXHIBIT INDEX
Exhibit Number Description of Document Page Number
- -------------- ----------------------- ------------
4.1 Memorandum of Association of the Company
(Incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year
ended September 30, 1998)
4.2 Articles of Association of the Company (Incorporated
by reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended September 30,
1998)
4.3 Specimen certificate representing Ordinary Shares
(Incorporated by reference to Exhibit 4.3 to the
Registration Statement on From S-1 of the Company
(No. 33-57206))
5.1 Opinion of Maples and Calder as to the legality of the
Ordinary Shares
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Maples and Calder (included in Exhibit 5.1)
24.1 Powers of Attorney (included in signature pages)
99.1 Appointment of CT Corporation as U.S. agent for service of
process (incorporated by reference to Exhibit 99.1 to
Registration Statement on Form S-1 of the Company
(No.33-72118)).
99.2 Confirmation of appointment of CT Corporation System as U.S.
agent for service of process (incorporated by reference to
Exhibit 99.2 to Registration Statement on Form S-3 of the
Company (No.333-49257)).
Exhibit 5.1
Effective Date:
9th February, 1999
ACE Limited
The ACE Building
30 Woodbourne Avenue
Hamilton HM 08
Bermuda
Dear Sirs,
Re: ACE Limited (the "Company") - Form S-8 Registration Statement
1998 Long-Term Incentive 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 five percent of
the Company's authorised but unissued Ordinary Shares, par value
US$0.041666667 per share (the "Ordinary Shares"), to be issued pursuant to the
Plan approved by Board Resolution on 13th November, 1998 and by Resolution of
Shareholders on 5th February, 1999.
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 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.
On the basis of the foregoing, we would advise as follows:-
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1. The Company's authorised capital includes 300,000,000 Ordinary Shares
of US$0.041666667 each and 10,000,000 "Other Shares" of US$1.00 each.
2. The Company has sufficient authorised share capital to issue the
Ordinary Shares and the issue thereof is within the
power of the Company's Board of Directors. 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.
3. 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.
4. Fully paid shares are not subject to further calls or assessments by the
Company.
5. 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 person 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,
Maples and Calder
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of ACE Limited on Form S-8 for the ACE Limited 1998 Long-term Incentive
Plan, of our reports dated November 4, 1998, on our audits of the
consolidated financial statements and financial statement schedules of ACE
Limited and Subsidiaries as of September 30, 1998 and 1997, and for each of
the three years in the period ended September 30, 1998, which reports are
incorporated by reference or included in ACE Limited's Annual Report on
Form 10-K for the year end September 30, 1998.
PRICEWATERHOUSECOOPERS LLP
New York, New York
February 9, 1999
