-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JlJBEyRBhEiW0BIUKazqJxn7c/H5Dvl4wJkG/MRN7ezWE7noQU3km+aC6rug2Z/H zhwu3zc3aNEhQ+uP89ct7A== 0000950103-98-000653.txt : 19980701 0000950103-98-000653.hdr.sgml : 19980701 ACCESSION NUMBER: 0000950103-98-000653 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980630 EFFECTIVENESS DATE: 19980630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHUBB CORP CENTRAL INDEX KEY: 0000020171 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132595722 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-58157 FILM NUMBER: 98658261 BUSINESS ADDRESS: STREET 1: 15 MOUNTAIN VIEW RD P O BOX 1615 CITY: WARREN STATE: NJ ZIP: 07061 BUSINESS PHONE: 9805802000 S-8 1 As filed with the Securities and Exchange Commission on June 30, 1998. Registration No. =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ THE CHUBB CORPORATION (Exact name of issuer as specified in its charter) New Jersey 13-2595722 (State or other jurisdiction of (I.R.S. Employer Incorporation) Identification Number) 15 Mountain View Road P.O. Box 1615 Warren, New Jersey 07061-1615 (Address of principal executive offices) (Zip Code) ______________________ THE CHUBB CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS (Full title of the plan) ______________________ HENRY G. GULICK, Vice President and Secretary THE CHUBB CORPORATION 15 Mountain View Road P.O. Box 1615 Warren, New Jersey 07061-1615 (Name and address of agent for service) Telephone number, including area code, of agent for service: 908-903-3576 ______________________ CALCULATION OF REGISTRATION FEE =============================================================================== Proposed Proposed Title of maximum maximum security Amount offering aggregate Amount of being being price per offering registration registered registered(1) share (2) price (2) fee _______________________________________________________________________________ Common Stock 200,000 $79.91 $15,982,000 $4,714.69 ($1.00 par value) Shares _______________________________________________________________________________ (1) Plus an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) The 200,000 shares are issuable under the Deferred Compensation Plan for Directors. The proposed maximum aggregate offering price is based upon the average sales price on the New York Stock Exchange on June 25, 1998. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Chubb Corporation (the "Company") hereby incorporates, or will be deemed to have incorporated, herein by reference the following documents: (1) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (2) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1997; (3) The description of the Company's Common Stock contained in the Company's most recent Exchange Act registration statement, including any amendment thereto or report filed for the purpose of updating such description; and (4) All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold. INDEMNIFICATION OF OFFICERS AND DIRECTORS Reference is made to Section 14A:3-5 of the New Jersey Business Corporation Act as to indemnification by the Registrant of officers and directors. Article Twelfth of the Corporation's Restated Certificate of Incorporation provides as follows with respect to the indemnification of the Corporation's officers and directors: Section A. A Director or Officer of the Corporation shall not be personally liable to the Corporation or its stockholders for damages for breach of any duty owed to the Corporation or its stockholders, except for liability for any breach of duty based upon an act or omission (i) in breach of such Director's or Officer's duty of loyalty to the Corporation or stockholders, (ii) not in good faith or involving a knowing violation of law or (iii) resulting in receipt by such Director or Officer of an improper personal benefit. The provisions of this section shall be effective as and to the fullest extent that, in whole or in part, they shall be authorized or permitted by the laws of the State of New Jersey. No repeal or modification of the foregoing provisions of this Section A nor, to the fullest extent permitted by law, any modification of law shall adversely affect any right or protection of a Director or Officer of the Corporation which exists at the time of such repeal or modification. Section B. 1. As used in this Section B: (a) "corporate agent" means any person who is or was a director, officer or employee of the Corporation and any person who is or was a director, officer, trustee or employee of any other enterprise, serving, or continuing to serve, as such at the written request of the Corporation, signed by the Chairman or the President or pursuant to a resolution of the Board of Directors, or the legal representative of any such person; (b) "other enterprise" means any domestic or foreign corporation, other than the Corporation, and any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, whether or not for profit, served by a corporate agent; (c) "expenses" means reasonable costs, disbursements and counsel fees; (d) "liabilities" means amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties; (e) "proceeding" means any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding, and shall include any proceeding as so defined existing at or before, and any proceedings relating to facts occurring or circumstances existing at or before, the adoption of this Section B. 2. Each corporate agent shall be indemnified by the Corporation against his expenses and liabilities in connection with any proceeding involving the corporate agent by reason of his having been such corporate agent to the fullest extent permitted by applicable law as the same exists or may hereafter be amended or modified. The right to indemnification conferred by this paragraph 2 shall also include the right to be paid by the Corporation the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by applicable law as the same exists or may hereafter be amended or modified. The right to indemnification conferred in this paragraph 2 shall be a contract right. 3. The Corporation may purchase and maintain insurance on behalf of any corporate agent against any expenses incurred in any proceeding and any liabilities asserted against him by reason of his having been a corporate agent, whether or not the corporation would have the power to indemnify him against such expenses and liabilities under applicable law as the same exists or may hereafter be amended or modified. The Corporation may purchase such insurance from, or such insurance may be reinsured in whole or in part by, an insurer owned by or otherwise affiliated with the Corporation, whether or not such insurer does business with other insureds. The rights and authority conferred in this Section B shall not exclude any other right to which any person may be entitled under this Certificate of Incorporation, the By-Laws, any agreement, vote or stockholder or otherwise. No repeal or modification of the foregoing provisions of this Section B nor, to the fullest extent permitted by law, any modification of law, shall adversely affect any right or protection of a corporate agent which exists at the time of such repeal or modification. The directors and officers of the Corporation are covered by insurance policies indemnifying them against certain liabilities which may arise out of their employment, including any liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), which might be incurred by them in their capacities as directors and officers. EXHIBITS The following is a complete list of exhibits filed as part of this Registration Statement. Exhibit No. Exhibit 5 Opinion of Davis Polk & Wardwell (legality) 23(a) Consent of Ernst & Young LLP, independent auditors 23(b) Consent of Davis Polk & Wardwell (contained in Exhibit 5) 24 Power of Attorney UNDERTAKINGS (a) 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 for 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 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 a 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 (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, 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. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, 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) 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 Act 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 Act and will be governed by the final adjudication of such issue. SIGNATURES 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 Township of Warren, State of New Jersey, on June 30, 1998. THE CHUBB CORPORATION By /s/ Dean R. O'Hare --------------------------------- (Dean R. O'Hare, Chairman and Chief Executive Officer) Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date /s/ Dean R. O'Hare Chairman, June 30, 1998 (Dean R. O'Hare) Chief Executive Officer and Director Director (Zoe E. Baird) * Director June 30, 1998 (Sheila P. Burke) * Director June 30, 1998 (John C. Beck) * Director June 30, 1998 (James I. Cash, Jr.) * Director June 30, 1998 (Percy Chubb, III) * Director June 30, 1998 (Joel J. Cohen) Director (James M. Cornelius) * Director June 30, 1998 (David H. Hoag) * Director June 30, 1998 (Thomas C. MacAvoy) * Director June 30, 1998 (Warren B. Rudman) * Director June 30, 1998 (Sir David G. Scholey, CBE) * Director June 30, 1998 (Raymond G.H. Seitz) * Director June 30, 1998 (Lawrence M. Small) * Director June 30, 1998 (Richard D. Wood) Director (James M. Zimmerman) * Executive Vice President June 30, 1998 (David B. Kelso) and Chief Financial Officer * Senior Vice President June 30, 1998 (Henry B. Schram) and Chief Accounting Officer * By /s/Henry G. Gulick (Henry G. Gulick), Attorney-in-fact) EX-5 2 [LETTERHEAD OF DAVIS POLK & WARDWELL] June 30, 1998 The Chubb Corporation 15 Mountain View Road PO Box 1615 Warren, New Jersey 07061-1615 Dear Sirs: We are acting as special counsel for The Chubb Corporation in connection with the filing of a Registration Statement (the "Registration Statement") on Form S-8 under the Securities Act of 1933, as amended, relating to 200,000 shares of common stock, par value $1.00 per share (the "Common Stock"), deliverable in accordance with the Deferred Compensation Plan for Directors as referred to in such Registration Statement (the "Plan"). We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purposes of this Opinion. Upon the basis of the foregoing, we are of the opinion that the Common Stock deliverable pursuant to the Plan, when delivered in accordance with the Plan will be duly authorized, validly issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Davis Polk & Wardwell EX-23.(A) 3 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to The Chubb Corporation Deferred Compensation Plan for Directors, of our reports (a) dated February 20, 1998, with respect to the consolidated financial statements of The Chubb Corporation incorporated by reference in its Annual Report (Form 10-K), (b) dated March 25, 1998, with respect to the related financial statement schedules of The Chubb Corporation included in its Annual Report (Form 10-K), and (c) dated June 26, 1998, with respect to the financial statements and schedules of the Capital Accumulation Plan of The Chubb Corporation, Chubb & Son Inc., and Participating Affiliates included in the Plan's Annual Report (Form 11-K), all for the year ended December 31, 1997, filed with the Securities and Exchange Commission. /s/Ernst & Young LLP New York, New York June 29, 1998 EX-24 4 POWER OF ATTORNEY I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean R. O'Hare and Philip J. Sempier, each of them with full power to act without the others, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to sign (i) a Form 10-K Annual Report of The Chubb Corporation for its fiscal year ended December 31, 1997 pursuant to the [Brequirement of the Securities Exchange Act of 1934, and (ii) registration statements, amendments and post-effective amendments to registration statements including but not limited to registration statements, amendments and post-effective amendments to registration statements on Form S-8 and Form S-3 under the Securities Act of 1933 and to file the same, or cause the same to be filed, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission. I further grant unto said 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 in the exercise of the powers herein granted, as fully as I could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or any of their substitutes, may lawfully do or cause to be done by the powers herein granted. WITNESS our hands on the dates indicated. /s/ Sheila P. Burke Director February 28, 1998 Sheila P. Burke /s/ John C. Beck Director February 23, 1998 John C. Beck /s/James I. Cash, Jr. Director February 23, 1998 James I. Cash, Jr. /s/ Percy Chubb, III Director February 18, 1998 Percy Chubb, III /s/ Joel J. Cohen Director February 23, 1998 Joel J. Cohen /s/ David H. Hoag Director February 23, 1998 David H. Hoag /s/ Thomas C. MacAvoy Director February 25, 1998 Thomas C. MacAvoy /s/ Warren B. Rudman Director February 25, 1998 Warren B. Rudman /s/ Sir David G. Scholey, CBE Director February 23, 1998 Sir David G. Scholey, CBE /s/ Raymond G. H. Seitz Director February 25, 1998 Raymond G. H. Seitz /s/ Lawrence M. Small Director February 23, 1998 Lawrence M. Small /s/ Richard D. Wood Director February 26, 1998 Richard D. Wood /s/ David B. Kelso Executive Vice President February 17, 1998 David B. Kelso and Chief Financial Officer /s/ Henry B. Schram Senior Vice President February 19, 1998 Henry B. Schram and Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----