S-3MEF 1 y66171sv3mef.txt THE CHUBB CORPORATION AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER __, 2002 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE CHUBB CORPORATION (Exact name of registrant as specified in its charter) NEW JERSEY 6331 132595722 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification No.)
15 MOUNTAIN VIEW ROAD P.O. BOX 1615 WARREN, NJ 07061-1615 (Address and telephone number of registrant's principal executive offices) HENRY G. GULICK VICE PRESIDENT AND SECRETARY THE CHUBB CORPORATION 15 MOUNTAIN VIEW ROAD P.O. BOX 1615 WARREN, NEW JERSEY 07061-1615 (908) 903-3576 (Name, address and telephone number of agent for service) COPIES TO: JOANNE L. BOBER RAYMOND B. CHECK, ESQ. SENIOR VICE PRESIDENT AND CLEARY, GOTTLIEB, STEEN & GENERAL COUNSEL HAMILTON 15 MOUNTAIN VIEW ROAD ONE LIBERTY PLAZA WARREN, NEW JERSEY 07061-1615 NEW YORK, NEW YORK 10006-1404 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, PLEASE CHECK THE FOLLOWING BOX. [ ] IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER FOR THE SAME OFFERING. [X] Registration Statement on Form S-3, File No. 333- 74912 IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(c) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ] IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434, PLEASE CHECK THE FOLLOWING BOX. [ ] CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE REGISTERED AGGREGATE OFFERING REGISTRATION SECURITIES TO BE REGISTERED(1) PRICE(2) FEE(3) -------------------------------------------------------------------------------------------------------------------------- Debt Securities, Preferred Stock, Depositary Shares, Warrants and Common Stock, including Rights to purchase Series B Participating Preferred Stock................................... $200,000,000 $200,000,000 $18,400 --------------------------------------------------------------------------------------------------------------------------
(1) This registration statement also covers delayed delivery contracts which may be issued by the registrant under which the counterparty may be required to purchase debt securities, preferred stock, depositary shares, warrants or common stock, including rights to purchase Series B Participating Cumulative Preferred Stock. Such contracts may be issued together with the specific offered securities to which they relate. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. (3) Previously paid in connection with File No. 333-74912. 2 This registration statement is being filed with respect to the registration of additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier effective registration statement (No. 333-74912) are incorporated by reference into this registration statement. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith. 1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, The Chubb Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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 the 25th day of November, 2002. THE CHUBB CORPORATION By: /s/ Henry Gulick -------------------------------------- Name: Henry Gulick Title: Vice President and Secretary
Name Title ---- ----- * Chairman and Chief Executive Officer --------------------------------------- of the Board of Directors Dean R. O'Hare * Executive Vice President and --------------------------------------- Chief Financial Officer Michael O'Reilly * Senior Vice President and --------------------------------------- Chief Accounting Officer Henry B. Schram * Director --------------------------------------- Zoe Baird Director --------------------------------------- John C. Beck Director --------------------------------------- Sheila P. Burke
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Name Title ---- ----- Director --------------------------------------- James I. Cash, Jr. Director --------------------------------------- Percy Chubb, III * Director --------------------------------------- Joel J. Cohen * Director --------------------------------------- James M. Cornelius * Director --------------------------------------- David H. Hoag * Director --------------------------------------- Klaus J. Mangold * Director --------------------------------------- Warren B. Rudman * Director --------------------------------------- David G. Scholey * Director --------------------------------------- Raymond G.H. Seitz * Director --------------------------------------- Lawrence M. Small * Director --------------------------------------- Karen Hastie Williams * Director --------------------------------------- James M. Zimmerman
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Name Title ---- ----- Director --------------------------------------- Alfred W. Zollar By: * /s/ Henry G. Gulick Attorney-in-Fact --------------------------------- Henry G. Gulick
4 EXHIBIT INDEX
EXHIBIT NO. DOCUMENT ----------- -------- 1.1 Form of Underwriting Agreement relating to the Debt Securities (incorporated herein by reference to Exhibit 1.1 to Chubb's Registration Statement on Form S-3 (No. 33-59111)). 1.2 Form of Underwriting Agreement relating to the Common Stock, Preferred Stock and Convertible Subordinated Debt Securities of Chubb (incorporated herein by reference to Exhibit 1.3 to Chubb's Registration Statement on Form S-3 (No. 33-59111)). 4.1 Indenture dated as of October 25, 1989, between Chubb and The First National Bank of Chicago relating to Senior Debt Securities (incorporated herein by reference to Exhibit 4(a) to Chubb's Registration Statement on Form S-3 (No. 33-31796)). 4.2 Form of Indenture between Chubb and The First National Bank of Chicago relating to Subordinated Debt Securities (incorporated herein by reference to Exhibit 4.3 to Chubb's Registration Statement on Form S-3 (No. 33-59111)). 4.3 Forms of Senior Debt Securities (included in Exhibit 4.1). 4.4 Forms of Subordinated Debt Securities (included in Exhibit 4.2). 4.5 Restated Certificate of Incorporation of Chubb (incorporated herein by reference to Exhibit 3 of Chubb's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996, filed on August 14, 1996 (No. 1-8661)). 4.6 Certificate of Amendment to the Restated Certificate of Incorporation of Chubb (incorporated herein by reference to Exhibit 3 of Chubb's Annual Report on Form 10-K for the year ended December 31, 1998, filed on March 29, 1999 (No.1-8661)). 4.7 Certificate of Correction of Certificate of Amendment to the Restated Certificate of Incorporation of Chubb (incorporated herein by reference to Exhibit 3 of Chubb's Annual Report on Form 10-K for the year ended December 31, 1998, filed on March 29, 1999 (No. 1-8661)). 4.8 Restated By-Laws of Chubb (incorporated herein by reference to Exhibit 3 of Chubb's Annual Report on Form 10-K for the year ended December 31, 2000, filed on March 27, 2001 (No.1-8661)). 4.9 Form of Deposit Agreement (incorporated herein by reference to Exhibit 4.10 to Chubb's Registration Statement on Form S-3 (No. 33-59111)).
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EXHIBIT NO. DOCUMENT ----------- -------- 4.10 Form of Depositary Receipt for Chubb Depositary Shares (included in Exhibit 4.8). 4.11 Form of Chubb Common Stock and Preferred Stock Warrant Agreement (incorporated herein by reference to Exhibit 4.12 to Chubb's Registration Statement on Form S-3 (No. 33-59111)). 4.12 Form of Chubb Debt Warrant Agreement (incorporated herein by reference to Exhibit 4.13 to Chubb's Registration Statement on Form S-3 (No. 33-59111)). 4.13 Rights Agreement dated as of March 12, 1999 between Chubb and First Chicago Trust Company of New York (incorporated herein by reference to Exhibit 4.12 to Chubb's Registration Statement on Form S-3 (No. 33-74912)). 5.1 Opinion of Drinker Biddle & Shanley LLP (incorporated herein by reference to Exhibit 5 to Chubb's Registration Statement on Form S-3 (No. 33-74912), as amended). 5.2 Opinion of Cleary, Gottlieb, Steen & Hamilton. 12 Statement re: Computation of Ratio of Consolidated Earnings to Fixed Charges of Chubb. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Drinker Biddle & Shanley LLP (included in Exhibit 5.1). 23.3 Consent of Cleary, Gottlieb, Steen & Hamilton (included in Exhibit 5.2). 24.1 Powers of Attorney for the Directors of Chubb. 25.1 Statement of Eligibility and Qualification of the Trustee under the Trust Indenture Act for Chubb (incorporated herein by reference to Exhibit 25.1 to Chubb's Registration Statement on Form S-3 (No. 33-74912)).
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