8-KCorporate ChangesRegulation FDExhibits & Filings

Chubb Ltd 8-K Report, Bylaw Amendment (Mar 31, 2009)

Filed March 31, 2009For Securities:CB

Summary

This Form 8-K filing by Ace Limited (now Chubb Ltd) on March 31, 2009, primarily reports on amendments to its Articles of Association. These amendments were made to facilitate the third installment of a previously approved dividend, which was structured as a par value reduction of CHF 0.90 per share, paid in three equal installments. The company adjusted its Articles of Association to reflect the number of shares issued from conditional share capital and to confirm the par value reduction, with the amended Articles becoming effective on March 31, 2009, and reducing the par value per share to CHF 32.84. Additionally, the report discloses a proposal for a future increase in the quarterly dividend, to be paid via par value reduction. This proposal, subject to shareholder approval, aims to increase the quarterly dividend to US$0.31 per share, with a mechanism to adjust the Swiss Franc (CHF) amount of each installment to maintain the US dollar value, subject to certain aggregate limits. A preliminary proxy statement detailing this proposal was filed on March 24, 2009.

Key Highlights

  • 1Ace Limited amended its Articles of Association on March 30-31, 2009, to implement a dividend payment via par value reduction.
  • 2The amendment reflects the third and final installment of a previously approved CHF 0.90 per share par value reduction dividend.
  • 3The company's par value per share was adjusted to CHF 32.84 upon the effective date of the amended Articles of Association.
  • 4A proposal to increase the quarterly dividend to US$0.31 per share via par value reduction was approved by the Board of Directors.
  • 5This proposed dividend increase is subject to shareholder approval and will be detailed in a preliminary proxy statement filed on March 24, 2009.
  • 6The mechanism for the proposed dividend aims to maintain a consistent US dollar value per share, with adjustments to the CHF amount based on exchange rate fluctuations.

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