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| ACE > SEC Filings for ACE > Form 8-K on 31-Mar-2009 | All Recent SEC Filings |
31-Mar-2009
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Regulation FD Disclosure
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
0.90 Swiss francs (CHF) 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 the third of such installments, the company adjusted
its Articles of Association on March 30, 2009 to reflect the number of shares
issued out of conditional share capital since December 17, 2008 and on March 31,
2009 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 March 31, 2009 and as a result,
the company's par value is now CHF 32.84 per share. Accordingly, the dividend
will be paid to the company's shareholders of record at the close of business on
March 31, 2009, as anticipated. A copy of the amended and restated Articles of
Association is attached hereto as Exhibit 3 and incorporated herein by
reference.
As previously announced, the company's Board of Directors has approved a proposal to increase, to US $0.31 per share, the quarterly dividend via par value reduction, subject to shareholder approval. The company has filed a preliminary proxy statement with the Commission that includes a proposal to pay dividends pursuant to a formula that will have the effect of making the U.S. dollar value of the par value reductions more consistent. The proposal calls for an annual par value reduction in an aggregate CHF amount equal to US$1.24 per share, payable in four installments; however, the CHF amount of each installment will be adjusted up or down to equal US$0.31, subject to an aggregate upward adjustment for the four installments of 50% of the base annual amount. The mechanics and language of the proposal were arrived at in consultation with the Swiss Commercial Register. For more detail with respect to this proposal, see the company's preliminary proxy statement on Schedule 14A filed on March 24, 2009, which remains subject to completion.
(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)
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