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 1995 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
- ---------- ------------ -------- --------- --------------
Ordinary
Shares, 2,564,058 $26.3438 $67,547,031 $18,779
$.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.
================================================================================
<PAGE>
Pursuant to General Instruction E to Form S-8, the contents of the
Company's Registration Statement on Form S-8, File No. 333-1402, (the
"Prior Registration Statement") are incorporated herein by reference. This
Registration Statement covers 2,564,058 shares which, together with the
6,900,000 shares (after giving effect to the stock split) being carried
forward from the Prior Registration Statement and upon which a fee has
previously been paid, constitute the 9,464,058 shares issuable under The
ACE Limited 1995 Long-Term Incentive Plan.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
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)).
II-1
<PAGE>
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 and February 2, 1999
Brian Duperreault Chief Executive Officer;
Director
/s/ Christopher Z. Marshall
- --------------------------- Executive Vice President February 5, 1999
Christopher Z. Marshall and Chief Financial Officer
(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
II-2
<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. Renfrew
- -------------------------- 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 2, 1999
Sidney F. Wentz
II-3
<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 ACE Limited in the United States.
/s/ Brian Duperreault
-----------------------------------
Brian Duperreault
Date: February 2, 1999
II-4
<PAGE>
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
1995 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 a further
2,564,058 of the Company's Ordinary Shares, par value
US$0.041666667 per share (the "Ordinary Shares") to be issued pursuant to
the Plan approved by Board Resolution on 28th July 1995 and by a resolution
of shareholders at the Annual General Meeting of the Company held on 9th
February 1996.
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:-
<PAGE>
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
-2-
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 1995 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
