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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ACE LIMITED
ACE INA HOLDINGS INC.
ACE CAPITAL TRUST I
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(Exact name of Registrant as specified in its charter)
Cayman Islands 98-0091805
Delaware 58-2457246
Delaware Applied For
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
The ACE Building, 30 Woodbourne Avenue, Hamilton, HM 08, Bermuda
Two Liberty Plaza, 1601 Chestnut Street, Philadelphia, PA 19101
Two Liberty Plaza, 1601 Chestnut Street, Philadelphia, PA 19101
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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ACE Capital Trust I 8.875% Trust Originated New York Stock
Preferred Securities (and associated Guarantee by Exchange
ACE Limited)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-78841
Securities to be registrated pursuant to Sectionn 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The securities to be registered hereby are the 8.875% Trust Originated
Preferred Securities of ACE Capital Trust I (the "Preferred Securities"), a
Delaware business trust. The Preferred Securities will be guaranteed by ACE
Limited, a company incorporated with limited liability in the Cayman Islands, to
the extent set forth in the Preferred Securities Guarantee Agreement between ACE
Limited and Bank One Trust Company, NA, as trustee. The information required by
this item is set forth under the captions "Description of ACE INA Debt
Securities and ACE Guarantee," "Description of Preferred Securities" and
"Description of Preferred Securities Guarantees" in the Registration Statement
on Form S-3 (File No. 333-78841) filed with the Securities and Exchange
Commission on May 20, 1999, as amended (the "Registration Statement"), and under
the captions "Certain Terms of the Preferred Securities" and "Certain Terms of
the Debentures" in the related Prospectus Supplement dated December 15, 1999 (to
Prospectus dated December 8, 1999), and is incorporated herein by reference.
ITEM 2. EXHIBITS
Exhibits No. Exhibit
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1 Certificate of Trust of ACE Capital Trust I
(incorporated by reference to Exhibit 4.9 to the
Registration Statement)
2 Form of Amended and Restated Trust Agreement of ACE
Capital Trust I (incorporated by reference to
Exhibit 4.15 to the Registration Statement)
3 Form of Subordinated Indenture among ACE INA
Holdings Inc., ACE Limited and Bank One Trust
Company, NA (incorporated by reference to Exhibit
4.6 to the Registration Statement)
4 Form of Preferred Security (included in Exhibit 2
hereto)
5 Form of Junior Subordinated Deferrable Interest
Debenture of ACE INA Holdings Inc.
6 Form of Preferred Securities Guarantee Agreement
(incorporated by reference to Exhibit 4.18 to the
Registration Statement)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, each of the Registrants has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 17, 1999
ACE LIMITED
By: /s/ Christopher Marshall
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Name: Christopher Marshall
Title: Chief Financial Officer
ACE INA HOLDINGS INC.
By: /s/ Robert Jefferson
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Name: Robert Jefferson
Title: Chief Financial Officer
ACE CAPITAL TRUST I
By: /s/ Robert Blee
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Name: Robert Bless
Title: Administrative Trustee
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EXHIBIT INDEX
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Exhibit No. Exhibit
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1 Certificate of Trust of ACE Capital Trust I (incorporated by
reference to Exhibit 4.9 to the Registration Statement)
2 Form of Amended and Restated Trust Agreement of ACE Capital
Trust I (incorporated by reference to Exhibit 4.15 to the
Registration Statement)
3 Form of Subordinated Indenture among ACE INA Holdings Inc., ACE
Limited and Bank One Trust Company, NA (incorporated by
reference 4.6 to the Registration Statement)
4 Form of Preferred Security (included in Exhibit 2 hereto)
5 Form of Junior Subordinated Deferrable Interest Debenture of ACE
INA Holdings Inc.
6 Form of Preferred Securities Guarantee Agreement (incorporated by
reference to Exhibit 4.18 to the Registration Statement)
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EXHIBIT 5
No. SD-001 $103,092,800
CUSIP No. 004 40E AE7
ACE INA Holdings Inc.
8.875% Junior Subordinated Deferrable Interest Debentures due 2029
ACE INA Holdings Inc., a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Bank One Trust
Company, National Association, as Property Trustee of ACE Capital Trust I, or
registered assigns, the principal sum of One Hundred Three Million Ninety Two
Thousand Eight Hundred Dollars ($103,092,800) on December 31, 2029 (the
"Maturity Date") unless redeemed prior thereto in accordance with the provisions
hereof; provided, that the Company may extend the Maturity Date subject to
certain conditions specified in Section 3.14 of the Indenture, which extended
Maturity Date shall in no case be later than December 31, 2048. The Company
further promises to pay interest thereon from December 20, 1999 or from the most
recent interest payment date to which interest has been paid or duly provided
for, payable quarterly (subject to deferral as set forth herein) in arrears on
March 31, June 30, September 30 and December 31 of each year (each, an "Interest
Payment Date"), commencing March 31, 2000, at the rate of 8.875% per annum,
[until the principal hereof shall become due and payable,] plus Additional
Interest, if any, until the principal hereof is paid or duly provided for or
made available for payment and on any overdue principal and (without duplication
and to the extent that such interest is enforceable under applicable law) on any
overdue installment of interest at the rate of 8.875% per annum, compounded
quarterly.
Interest on this Debenture shall be computed on the basis of a 360-day year
of twelve 30-day months. If any Interest Payment Date or the Maturity Date
falls on a day that is not a Business Day, the required payment shall be made on
the next succeeding Business Day, except that, if the next Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case, with the same force and effect as if it
were made on the date such payment was due and no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date or
the Maturity Date, as the case may be, to such next Business Day. "Business
Day" means any day, other than a Saturday, Sunday or other day on which banking
institutions in The City of New York [or Wilmington, Delaware] are authorized or
obligated by law, regulation or executive order to close.
The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Debenture (or one or more Predecessor Securities) is
registered at the close of business on the Business Day next preceding such
Interest Payment Date. Any such interest which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the registered Holder hereof on the relevant
Regular Record Date by virtue of having been such Holder, and may be paid to the
Person in whose name this Debenture (or one or more Predecessor Securities) is
registered at the close of business on a subsequent Special Record Date (which
shall be at least 10 days before the payment date) for the payment of such
defaulted interest to be fixed by the Company, notice whereof shall be given to
the Holders of Debentures of this series not less than 10 days prior to such
Special Record Date, or may be paid at any time
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in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Debentures may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in such
Indenture.
As long as no Event of Default under the Indenture has occurred or is
continuing, the Company shall have the right at any time during the term of this
Debenture, from time to time, to defer payment of interest on such Debenture for
up to twenty (20) consecutive quarters with respect to each deferral period
(each an "Extension Period"), during which Extension Periods the Company shall
have the right to make partial payments of interest on any Interest Payment
Date, and at the end of which the Company shall pay all interest then accrued
and unpaid (together with Additional Interest thereon to the extent permitted by
the applicable law); provided, that during any such Extension Period, each of
the Company and the Guarantor (as defined below) shall not, and shall not permit
any of its Subsidiaries to (i) declare or pay any dividends or distributions or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
the outstanding capital stock of the Company or the Guarantor, as the case may
be, or (ii) make any payment of principal of, interest or premium, if any, on or
repay, repurchase or redeem any debt security of the Company or the Guarantor
that ranks junior in interest to this Debenture or the Guarantee, as the case
may be, or make any guarantee payments with respect to any guarantee by the
Company or the Guarantor of the debt securities of any subsidiary of the Company
or the Guarantor, as the case may be, if such guarantee ranks junior in interest
to the Debentures or the Guarantee, as the case may be, (other than (a)
dividends or distributions on the capital stock of the Company paid or made to
the Guarantor and dividends or distributions in Common Stock of the Company or
ordinary shares of the Guarantor, as the case may be, (b) redemptions or
purchases of any rights outstanding under a shareholder rights plan of the
Company or the Guarantor, as the case may be, or any successor to such rights
plan, or the declaration of a dividend of such rights or the issuance of stock
under such plans in the future, (c) payments under any Preferred Securities
Guarantee issued by the Guarantor or the Guarantee, as the case may be, and (d)
purchases of Common Stock or ordinary shares related to the issuance of Common
Stock or ordinary shares under any benefit plans of the Company or the
Guarantor, as the case may be, for its respective directors, officers or
employees). Prior to the termination of any such Extension Period, the Company
may further extend the interest payment period, provided that no Extension
Period shall exceed 20 consecutive quarters or extend beyond the Maturity of
this Debenture. Upon termination of any Extension Period and upon the payment
of all accrued and unpaid interest and any Additional Interest then due, the
Company may elect to begin a new Extension Period, subject to the above
requirements. No interest shall be due and payable during an Extension Period,
except at the end thereof.
The Company shall give the Holder of this Debenture and the Trustees notice
of its election to begin any such Extension Period at least one Business Day
prior to the earlier of (i) the date the Distributions on the Preferred
Securities are payable or (ii) the date the administrative trustees are required
to give notice to any securities exchange or other applicable self-regulatory
organization or to holders of such Preferred Securities of the record date or
the date such Distributions are payable, but in any event not less than one
Business Day prior to such record date.
Payment of the principal of and the interest on this Debenture will be made
at the office or agency of the Company and the Guarantor maintained for that
purpose in The Borough of
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Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that, at the option of the Company or the
Guarantor, interest may be paid (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (ii)
by wire transfer in immediately available funds at such place and to such
account as may be designated by the Person entitled thereto as specified in the
Securities Register.
The indebtedness evidenced by this Debenture is, to the extent provided in
the Indenture, subordinate and subject in right of payments to the prior payment
in full of all Senior Indebtedness, and this Debenture is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this
Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on its behalf to take such
actions as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee its attorney-in-fact for any and all such
purposes. Each Holder hereof, by its acceptance hereof, waives all notice of
the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.
This Debenture is one of a duly authorized issue of securities of the
Company (herein called the "Debentures"), fully and unconditionally guaranteed
as to payment of principal, premium, if any, and interest by ACE Limited, a
Cayman Islands company (the "Guarantor"), to be issued under a Subordinated
Indenture, dated as of December 1, 1999 (herein called, together with all
indentures supplemental thereto, the "Indenture"), among the Company, the
Guarantor and Bank One Trust Company, National Association, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Guarantor, the Trustee and
the Holders of the Debentures, and of the terms upon which the Debentures are,
and are to be, authenticated and delivered. This Debenture is one of the series
designated on the face hereof, initially limited (subject to exceptions provided
in the Indenture) to the aggregate principal amount specified in the Officers'
Certificate, dated December 20, 1999 (the "Officers' Certificate"), establishing
the terms of the Debentures pursuant to the Indenture.
On or after December 31, 2004, the Company may at any time, at its option,
subject to the terms and conditions of Article Eleven of the Indenture, redeem
this Security in whole at any time or in part from time to time, without premium
or penalty, at a redemption price equal to 100% of the principal amount thereof
plus the accrued and unpaid interest, including Additional Interest, if any, to
the date fixed for redemption.
If a Special Event in respect of ACE Capital Trust I shall occur and be
continuing, the Company may, at its option, redeem this Security within 90 days
of the occurrence of such Special Event, in whole but not in part, subject to
the provisions of Section 11.8 and the other provisions of Article Eleven of the
Indenture. The redemption price for any Security so redeemed shall be equal to
100% of the principal amount thereof plus accrued and unpaid interest, including
Additional Interest, if any, to the date fixed for redemption.
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In the event of redemption of this Debenture in part only, a new Debenture
or Debentures of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.
If an Event of Default with respect to the Debentures shall occur and be
continuing, the principal of the Debentures may be declared due and payable in
the manner and with the effect provided in the Indenture, provided that the
payment of principal (and premium, if any) and interest on such Debentures shall
remain subordinated to the extent provided in Article Sixteen of the Indenture.
The Indenture contains provisions permitting, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company or the Guarantor and the rights of the Holders of the
Securities of each series issued under the Indenture at any time by the Company,
the Guarantor and the Trustee with the written consent of the Holders of not
less than a majority in aggregate principal amount of the Securities at the time
Outstanding of each series affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of any series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company or the Guarantor with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Debenture shall be conclusive and
binding upon such Holder and upon all future Holders of this Debenture and of
any Debentures issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Debenture.
No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture, at the times, place and rate, and in the coin or currency, prescribed
herein and in the Indenture.
As provided in the Indenture and subject to certain limitations set forth
therein and in this Debenture, the transfer of this Debenture may be registered
on the Security Register upon surrender of this Debenture for registration of
transfer at the office or agency of the Company and the Guarantor maintained for
that purpose in any place where the principal of and interest on this Debenture
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or by its attorney duly authorized in writing,
and thereupon one or more new Debentures of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Debentures are issuable [only in registered form without coupons] in
the denominations specified in the Officers' Certificate establishing the terms
of the Debentures, all as more fully provided in the Indenture and such
Officers' Certificate. As provided in the Indenture and in such Officers'
Certificate, and subject to certain limitations set forth in the Indenture, such
Officers' Certificate and in this Debenture, the Debentures are exchangeable for
a like aggregate principal amount of Debentures of this series in different
authorized denominations, as requested by the Holders surrendering the same.
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No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith, other than in
certain cases provided in the Indenture.
Prior to due presentment of this Debenture for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name this Debenture is
registered as the owner hereof for all purposes, whether or not this Debenture
be overdue, and neither the Company, the Guarantor, the Trustee nor any such
agent shall be affected by notice to the contrary.
The Indenture contains provisions whereby (i) the Company and the Guarantor
may be discharged from their obligations with respect to the Debentures (subject
to certain exceptions) or (ii) the Company and the Guarantor may be released
from their obligations under specified covenants and agreements in the
Indenture, in each case if the Company or the Guarantor irrevocably deposits
with the Trustee money or Government Obligations, or a combination thereof, in
an amount sufficient, without consideration of any reinvestment, to pay and
discharge the entire indebtedness on all Debentures of this series, and
satisfies certain other conditions, all as more fully provided in the Indenture.
This Debenture shall be governed by and construed in accordance with the
laws of the State of New York applicable to agreements and instruments made and
to be performed wholly within such State.
All terms used in this Debenture without definition that are defined in the
Indenture or in the Amended and Restated Trust Agreement, dated as of December
20, 1999 (the "Trust Agreement"), among the Company and the Trustees named
therein, shall have the meanings assigned to them in the Indenture or the Trust
Agreement, as the case may be.
[Remainder of Page Intentionally Left Blank]
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Unless the Certificate of Authentication hereon has been executed by or on
behalf of the Trustee under the Indenture by the manual signature of one of its
authorized officers, this Debenture shall not be entitled to any benefits under
the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: December 20, 1999
ACE INA HOLDINGS INC.
[SEAL]
By:______________________________
Name:
Title:
Attest:
By:___________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures issued under the Indenture described herein.
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:______________________________
Name:
Title:
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT -- ________________________
(Minor)
Custodian ________________________
(Cust)
Under Uniform Gifts to Minors Act ________________________
(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
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[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]
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[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE]
the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing__________________________________________________to transfer said
Debenture on the books of the Company with full power of substitution in the
premises.
Dated: _____________________
Signature: _____________________
Notice: The signature to this assignment must correspond with the name as it
appears upon the face of the within Debenture in every particular,
without alteration or enlargement or any change whatsoever.
Signature Guaranty: __________________________________________________________
Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Trustee, which
requirements include membership or participation in the
Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by
the Trustee in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934,
as amended.
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