SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 2000 and May 23, 2000
LaSalle Re Holdings Limited
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(Exact name of registrant as specified in its charter)
Bermuda 1-12823 Not Applicable
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
Continental Building, 25 Church Street
Hamilton HM12, Bermuda Not Applicable
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 441-292-3339
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On June 28, 2000, Trenwick Group Inc. ("Trenwick"), LaSalle Re
Holdings Limited ("LaSalle"), LaSalle Re Limited ("LaSalle Re") and
Trenwick Group Ltd. (formerly known as Gowin Holdings International
Limited) entered into Amendment No. 1 to their Amended and Restated
Agreement, Schemes of Arrangement and Plan of Reorganization dated as of
March 20, 2000 (the "Agreement"), pursuant to which the date on which the
Agreement may be terminated by either LaSalle or Trenwick without prior
occurrence of the Effective Time, as defined in the Agreement, was extended
from June 30, 2000 to the first business day following September 30, 2000.
In addition, on May 23, 2000, Corporate Partners, L.P. and two of its
affiliates relinquished for cancellation 454,500 options to purchase
exchangeable nonvoting common shares of LaSalle Re and in consideration
therefor LaSalle Re paid the optionholders, in the aggregate, $3,131,080.
This payment represented an amount per option equal to the difference
between (i) the weighted average trading price of a LaSalle common share
on the New York Stock Exchange for the period between May 15, 2000
and May 19, 2000 and (ii) the exercise price of the option.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Agreement, Scheme of Arrangement, Plan of Merger and Plan of
Reorganization, dated as of December 19, 1999, by and among LaSalle Re
Holdings Limited, LaSalle Re Limited, Trenwick Group Inc., Trenwick
Group (Delaware) Inc. and Gowin Holdings International Limited.
Incorporated by reference to Exhibit 2.1 to LaSalle Re Holdings
Limited's Form 8-K, dated December 22, 1999 (File No.1-12823).
2.2 Amended and Restated Agreement, Schemes of Arrangement and Plan of
Reorganization, dated as of March 20, 2000, by and among LaSalle Re
Holdings Limited, LaSalle Re Limited, Trenwick Group Inc. and Gowin
Holdings International Limited. Incorporated by reference to
Exhibit 2.2 to LaSalle Re Holdings Limited's Form 8-K dated March
20, 2000 (File No. 1-12823).
2.3 Amendment No. 1 to Amended and Restated Agreement, Schemes of
Arrangement and Plan of Reorganization dated as of June 28, 2000,
by and among LaSalle Re Holdings Limited, LaSalle Re Limited,
Trenwick Group Inc. and Trenick Group Ltd (formerly known as
Gowin Holdings International Limited).
99.1 Stock Option Agreement, dated as of December 19, 1999, between
Trenwick Group Inc. and LaSalle Re Holdings Limited (option granted
to LaSalle Re Holdings Limited). Incorporated by reference to
Exhibit 99.1 to LaSalle Re Holdings Limited's Form 8-K, dated
December 22, 1999 (File No.1-12823).
99.2 Stock Option Agreement, dated as of December 19, 1999, between
Trenwick Group Inc. and LaSalle Re Holdings Limited (option granted
to Trenwick Group Inc.). Incorporated by reference to Exhibit 99.2
to LaSalle Re Holdings Limited's Form 8-K, dated December 22, 1999
(File No.1-12823).
99.3 Shareholders Agreement, dated as of December 19, 1999, by and
among Trenwick Group Inc., Combined Insurance Company of America,
Virginia Surety Company, Inc., Aon Risk Consultants (Bermuda) Ltd.,
Continental Casualty Company and CNA (Bermuda) Services Limited.
Incorporated by reference to Exhibit 99.3 to LaSalle Re Holdings
Limited's Form 8-K, dated December 22, 1999 (File No.1-12823).
99.4 Press release of Trenwick Group Inc. and LaSalle Re Holdings Limited
issued December 19, 1999. Incorporated by reference to Exhibit 99.4
to LaSalle Re Holdings Limited's Form 8-K, dated December 22, 1999
(File No.1-12823).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: June 28, 2000 LASALLE RE HOLDINGS LIMITED
By: /s/ Guy D. Hengesbaugh
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Name: Guy D. Hengesbaugh
Title: President & Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
2.1 Agreement, Scheme of Arrangement, Plan of Merger and Plan of
Reorganization, dated as of December 19, 1999, by and among LaSalle
Re Holdings Limited, LaSalle Re Limited, Trenwick Group Inc.,
Trenwick Group (Delaware) Inc. and Gowin Holdings International
Limited. Incorporated by reference to Exhibit 2.1 to LaSalle Re
Holdings Limited's Form 8-K, dated December 22, 1999 (File No.
1-12823).
2.2 Amended and Restated Agreement, Schemes of Arrangement and Plan
of Reorganization, dated as of March 20, 2000, by and among LaSalle
Re Holdings Limited, LaSalle Re Limited, Trenwick Group Inc. and Gowin
Holdings International Limited. Incorporated by reference to Exhibit
2.2 to LaSalle Re Holdings Limited's Form 8-K dated March 20, 2000
(File No. 1-12823).
2.3 Amendment No. 1 to Amended and Restated Agreement, Schemes of
Arrangement and Plan of Reorganization dated as of June 28, 2000,
by and among LaSalle Re Holdings Limited, LaSalle Re Limited,
Trenwick Group Inc. and Trenwick Group Ltd. (formerly known as
Gowin Holdings International Limited).
99.1 Stock Option Agreement, dated as of December 19, 1999, between
Trenwick Group Inc. and LaSalle Re Holdings Limited (option granted
to LaSalle Re Holdings Limited). Incorporated by reference to
Exhibit 99.1 to LaSalle Re Holdings Limited's Form 8-K, dated
December 22, 1999 (File No. 1-12823).
99.2 Stock Option Agreement, dated as of December 19, 1999, between
Trenwick Group Inc. and LaSalle Re Holdings Limited (option granted
to Trenwick Group Inc.). Incorporated by reference to Exhibit 99.3
to LaSalle Re Holdings Limited's Form 8-K, dated December 22, 1999
(File No. 1-12823).
99.3 Shareholders Agreement, dated as of December 19, 1999, by and among
Trenwick Group Inc., Combined Insurance Company of America, Virginia
Surety Company, Inc., Aon Risk Consultants (Bermuda) Ltd., Continental
Casualty Company and CNA (Bermuda) Services Limited. Incorporated by
reference to Exhibit 99.3 to LaSalle Re Holdings Limited's Form 8-K,
dated December 22, 1999 (File No. 1-12823).
99.4 Press release of Trenwick Group Inc. and LaSalle Re Holdings Limited
issued December 19, 1999. Incorporated by reference to Exhibit 99.4 to
LaSalle Re Holdings Limited's Form 8-K, dated December 22, 1999
(File No. 1-12823).
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