SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRENWICK GROUP LTD.
(Exact name of registrant as specified in its charter)
Bermuda 98-0232340
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
Continental Building
25 Church Street
Hamilton HM 12 Bermuda Not applicable
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(Address of Principal Executive Offices) (Zip Code)
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COLEMAN D. ROSS
EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER
TRENWICK GROUP LTD.
CONTINENTAL BUILDING
25 CHURCH STREET
HAMILTON HM 12
BERMUDA
(441) 292-3339
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Trenwick Group Inc. 1989 Stock Plan
Trenwick Group Inc. 1993 Non-Employee Directors Stock Option Plan
Trenwick Group Inc. 1993 Stock Option Plan
Trenwick Group Inc. 1996 RB Stock Option Plan
LaSalle Re Holdings Limited 1996 Long-Term Incentive Plan
Chartwell Re Corporation 1997 Omnibus Stock Incentive Plan
Chartwell Re Corporation 1996 Non-Employee Directors Stock Option Plan
Chartwell Re 1993 Stock Option Plan
(Full titles of the plans)
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CALCULATION OF REGISTRATION FEE
==============================================================================
Title of Amount to be Offering Proposed maximum Amount of
Securities Registered price per aggregate offering registration
to be (1)(2) share (3) offering fee
registered price (3)
---------------- ------------- ---------- ------------------ ------------
Common Shares, 3,923,793 $23.2290 $91,145,787 $24,062.49
par value $0.10
per share
(including the
associated
rights) (4)
==============================================================================
(1) This Registration Statement also covers such indeterminable number of
additional Common Shares as may be issuable pursuant to the antidilution
provisions of the Trenwick Group Inc. 1989 Stock Option Plan, the Trenwick
Group Inc. 1993 Non-employee Directors Stock Option Plan, the Trenwick
Group Inc. 1993 Stock Option Plan, the Trenwick Group Inc. 1996 RB Stock
Option Plan, the Chartwell Re 1993 Stock Option Plan, the Chartwell Re
Corporation 1996 Non-Employee Directors Stock Option Plan and the
Chartwell Re Corporation 1997 Omnibus Stock Incentive Plan.
(2) Represents 80,503 Common Shares issuable under the Trenwick Group Inc.
1989 Stock Plan, 67,500 Common Shares issuable under the Trenwick Group
Inc. 1993 Non-Employee Directors Stock Option Plan, 1,699,960 Common
Shares issuable under the Trenwick Group Inc. 1993 Stock Option Plan,
1,125 Common Shares issuable under the Trenwick Group Inc. 1996 RB Stock
Option Plan, 865,095 Common Shares issuable under the LaSalle Re Holdings
Limited 1996 Long-Term Incentive Plan, 420,910 Common Shares issuable
under the Chartwell Re 1993 Stock Option Plan, 41,250 Common Shares
issuable under the Chartwell Re Corporation 1996 Non-Employee Directors
Stock Option Plan and 747,450 Common Shares issuable under the Chartwell
Re Corporation 1997 Omnibus Stock Incentive Plan.
(3) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the offering
price per share and the proposed maximum aggregate offering price for
previously issued restricted stock and authorized and unissued securities
under the plans have been computed on the basis of the average high and
low price of the Common Shares reported on the New York Stock Exchange on
October 6, 2000. Also pursuant to Rule 457(h)(1) under the Securities Act
of 1933, the proposed offering price per share and the maximum aggregate
offering price for previously issued stock options have been computed on
the basis of the price at which the options may be exercised.
(4) Includes associated rights to purchase one one-hundredths of a share of
Trenwick Series A First Preferred Shares. Until the occurrence of certain
prescribed events, such rights are not exercisable. Such rights are
evidenced by the certificates representing Trenwick common stock and will
be transferred only with such shares.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 (the "Registration Statement") is filed
by Trenwick Group Ltd. (the "Company) in order to take into account the effect
of assumption of the Trenwick Group Inc. 1989 Stock Plan, the Trenwick Group
Inc. 1993 Non-Employee Directors Stock Option Plan, the Trenwick Group Inc. 1993
Stock Option Plan and the Trenwick Group Inc. 1996 RB Stock Option Plan the
Chartwell Re 1993 Stock Option Plan, the Chartwell Re Corporation 1996
Non-Employee Directors Stock Option Plan, the Chartwell Re Corporation 1997
Omnibus Stock Incentive Plan and the LaSalle Re Holdings Limited 1996 Long-Term
Incentive Plan (collectively, the "Plans") in connection with the transactions
contemplated by the Agreement, Schemes of Arrangement and Plan of
Reorganization, dated as of December 19, 1999, amended and restated as of March
20, 2000 and amended as of June 28, 2000, by and among LaSalle Re Holdings
Limited, LaSalle Re Limited, Trenwick Group Inc. and the Company (formerly known
as Gowin Holdings International Limited).
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by the
Company with the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Act of 1933 as amended and the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are hereby incorporated by reference in
this Registration Statement:
(a) The description of the Company's capital stock contained in the
Company's Registration Statement on Form S-4 (File no. 333-44290), including any
amendments or reports filed for the purpose of updating such description.
(b) The description of the Company's Preferred Stock Purchase Rights,
contained in the Company's Form 8-A12B filed with the Commission on October 2,
2000 (File no. 001-16089).
All documents filed by Trenwick with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Appleby Spurling & Kempe, whose legal opinion with respect to the
securities registered hereunder is filed as Exhibit 5 hereto.
Item 6. Indemnification of Directors and Officers.
Pursuant to the provisions of the Companies Act 1981 of Bermuda, the
Company has adopted provisions in its Bye-Laws which require it to indemnify its
directors and officers in certain circumstances and specifically to indemnify
its directors and officers against all amounts actually and reasonably incurred
to the Company or its shareholders by reason of a breach of duty to the Company,
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action, suit or proceeding, had no reasonable
cause to believe that the conduct was unlawful, and except for any claim, issue
or matter as to which such person shall have been finally adjudged to be liable
for willful negligence, willful default, fraud or dishonesty in the performance
of the duty to the Company.
The Company also maintains insurance on its directors and officers,
which covers liabilities under the federal securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Specimen Stock Certificate (incorporated by reference from
Exhibit 4.2 to the Company's Registration Statement on
Form S-4 (File no. 333-44290).
5.1 Opinion of Appleby Spurling & Kempe as to the legality of the
securities offered
23.1 Consent of Appleby Spurling & Kempe (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Deloitte & Touche
23.4 Consent of KMPG Peat Marwick
24.1 Power of Attorney (included on page 6 of this Registration
Statement).
99.1 Trenwick Group Inc. 1989 Stock Plan, as amended.
99.2 Trenwick Group Inc. 1993 Non-Employee Directors Stock Option
Plan, as amended.
99.3 Trenwick Group Inc. 1993 Stock Option Plan, as amended.
99.4 Trenwick Group Inc. 1996 RB Stock Option Plan, as amended.
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99.5 Chartwell Re 1993 Stock Option Plan, as amended.
99.6 Chartwell Re Corporation 1996 Non-Employee Directors Stock
Option Plan, as amended.
99.7 Chartwell Re Corporation 1997 Omnibus Stock Incentive Plan, as
amended.
99.8 LaSalle Re Holdings Limited 1996 Long-Term Incentive Plan, as
amended.
Item 9. Undertakings.
The Company hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of Trenwick's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Trenwick
pursuant to the provisions described under Item 6 above, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of Trenwick in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Trenwick will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hamilton, Country of Bermuda, on the 10th day of
October 2000.
TRENWICK GROUP LTD.
By: /s/ James F. Billett, Jr.
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James F. Billett, Jr.
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer and director of
Trenwick Group Ltd. whose signature follows constitutes and appoints each of
James F. Billett, Jr. and Coleman D. Ross as such person's true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
of and supplements to this Registration Statement on Form S-8, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
to all intents and purposes and as fully as such person might or could do in
person, hereby ratifying and confirming all that each such attorney-in-fact and
agent, or a substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date or dates indicated.
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Signature Date
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/s/ James F. Billett, Jr. October 10, 2000
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James F. Billett, Jr.
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Coleman D. Ross October 10, 2000
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Coleman D. Ross
ExecutiveVice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ W. Marston Becker October 10, 2000
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W. Marston Becker
Director
/s/ Anthony S. Brown October 10, 2000
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Anthony S. Brown
Director
/s/ Richard E. Cole October 10, 2000
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Richard E. Cole
Director
/s/ Robert M. DeMichele October 10, 2000
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Robert M. DeMichele
Director
/s/ Robert V. Deutsch October 10, 2000
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Robert V. Deutsch
Director
/s/ Neil Dunn October 10, 2000
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Neil Dunn
Director
/s/ Clement S. Dwyer October 10, 2000
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Clement S. Dwyer
Director
/s/ Frank E. Grzelecki October 10, 2000
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Frank E. Grzelecki
Director
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/s/ P. Anthony Jacobs October 10, 2000
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P. Anthony Jacobs
Director
/s/ Peter J. Rackley October 10, 2000
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Peter J. Rackley
Director
/s/ Joseph D. Sargent October 10, 2000
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Joseph D. Sargent
Director
/s/ Frederick D. Watkins October 10, 2000
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Frederick D. Watkins
Director
/s/ Stephen R. Wilcox October 10, 2000
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Stephen R. Wilcox
Director
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EXHIBIT INDEX
Exhibit
No.
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4.1 Specimen Stock Certificate (incorporated by reference from Exhibit 4.2
to the Company's Registration Statement on Form S-4 (File No.333-44290).
5.1 Opinion of Appleby Spurling & Kempe as to the legality of the securities
offered.
23.1 Consent of Appleby Spurling & Kempe (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Deloitte & Touche.
23.4 Consent of KMPG Peat Marwick.
24.1 Power of Attorney (included on page 6 of this Registration Statement).
99.1 Trenwick Group Inc. 1989 Stock Plan, as amended.
99.2 Trenwick Group Inc. 1993 Non-Employee Directors Stock Option Plan, as
amended.
99.3 Trenwick Group Inc. 1993 Stock Option Plan, as amended.
99.4 Trenwick Group Inc. 1996 RB Stock Option Plan, as amended.
99.5 Chartwell Re 1993 Stock Option Plan, as amended.
99.6 Chartwell Re Corporation 1996 Non-Employee Directors Stock Option Plan,
as amended.
99.7 Chartwell Re Corporation 1997 Omnibus Stock Incentive Plan, as amended.
99.8 LaSalle Re Holdings Limited 1996 Long-Term Incentive Plan, as amended.
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