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ACE > SEC Filings for ACE > Form 8-K on 17-Dec-2008All Recent SEC Filings

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Form 8-K for ACE LTD


17-Dec-2008

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Regulation FD Disclosure


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) At the company's 2008 annual general meeting, the company's shareholders approved payments of a dividend in the form of a par value reduction equal to CHF 0.90 in the aggregate (equivalent at the time to US$0.87), to be paid in three equal quarterly installments (each equivalent at the time to US$0.29), as further described in the company's proxy statement/prospectus dated May 30, 2008. To accomplish this par value reduction for the fourth quarter of 2008, the company adjusted its Articles of Association on December 16, 2008 to reflect the number of shares issued out of conditional share capital since September 30, 2008 and on December 17, 2008 to confirm the par value reduction. The company's amended and restated Articles of Association became effective upon their filing with the commercial register of the Canton of Zurich, Switzerland on December 17, 2008 and as a result, the company's par value is now CHF 33.14 per share. Accordingly, the dividend will be paid to the company's shareholders of record at the close of business on December 17, 2008, as anticipated. A copy of the amended and restated Articles of Association is attached hereto as Exhibit 3 and incorporated herein by reference.



Item 7.01 Regulation FD Disclosure

The company confirms that it does not have any investments in any funds managed by Bernard L. Madoff Investment Securities LLC.



Item 8.01 Other Events

Prior to the company's redomestication from the Cayman Islands to Switzerland it registered Ordinary Shares on Form S-8 pursuant to the plan set forth below. As a result of the company's redomestication, the shares registered by such registration statements are now Common Shares of a Swiss company. An opinion as to legality of the shares so registered under Swiss law is attached as Exhibit 5 hereto.

Plan Name Registration Numbers ACE Limited Employee Stock Purchase Plan 333-1404 and 333-134504



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number    Description
 3        Articles of Association of the company, as amended and restated

 4        Articles of Association of the company, as amended and restated
          (Incorporated by reference to Exhibit 3)

 5        Opinion of Niederer Kraft & Frey AG as to the legality of the common
          shares

23        Consent of Niederer Kraft & Frey AG (included in Exhibit 5)


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