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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRENWICK GROUP LTD.
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(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
Bermuda Not applicable
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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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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-44290
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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<S> <C> <C>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Share Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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(Title of class)
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ITEM 1. Description of Registrant's Securities to be Registered
Introduction
On September 26, 2000, the Board of Directors of Trenwick Group Ltd.
authorized and declared a dividend distribution of one Series A First Preference
Share Right for each common share of Trenwick. The rights will be issued at the
close of business on September 27, 2000 (or Record Date). The Board of Directors
also authorized the issuance of one right for each Trenwick common share issued
between the Record Date and the Distribution Date (as described below). The
description and terms of the rights are set forth in the Rights Agreement, dated
as of September 26, 2000, between Trenwick and First Chicago Trust Company of
New York, as rights agent.
Purchase Price
Each right entitles the registered holder to purchase from Trenwick one
one-hundredth of a Series A First Preference Share, par value $.10 per share (or
Preferred Shares), at a purchase price of $85.00, subject to adjustment. The
description and terms of the rights are set forth in the agreement.
Transfer and Detachment
Initially, the rights will be attached to all common share certificates
representing shares then outstanding, and no separate rights certificates will
be distributed. Until the Distribution Date (as described below), the rights
will be evidenced by the common share certificates and will be transferred only
with the common share certificates. New common share certificates issued after
the Record Date will contain a notation incorporating the rights agreement by
reference. If certificates representing common shares are surrendered for
transfer, the surrender for transfer of such certificates will also constitute a
transfer of these rights.
As of the close of business on a Distribution Date, the separate rights
certificates alone will represent the rights. As soon as practicable after a
Distribution Date, rights certificates will be mailed to holders of record of
the common shares. Except as otherwise determined by the Board, only common
shares issued prior to the Distribution Date will be issued with rights.
Distribution Date
The rights will separate from the common shares and a Distribution Date
will occur upon the earlier of
* 10 days following a public announcement that a person or group of
affiliated or associated persons (or an Acquiring Person) has acquired,
or obtained the right to acquire, beneficial ownership of 15% or more
of the outstanding common shares (or Share Acquisition Date), other
than as a result of repurchases of shares by Trenwick or certain
inadvertent actions by institutional or certain other shareholders, or
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* following the commencement of a tender offer or exchange offer
that would result in a person or group beneficially owning 15% or more
of Trenwick's outstanding common shares.
Exercisability
The rights are not exercisable until the Distribution Date. The rights
will expire at the close of business on September 27, 2010. The rights may be
redeemed or exchanged by Trenwick before their expiration. This is described
below.
Right to Purchase Trenwick's Securities
If any person or group of affiliated or associated persons becomes an
Acquiring Person each holder of a right will thereafter have the right to
receive Trenwick common shares having a market value equal to two times the
exercise price of the right. Cash property or other securities of Trenwick will
be delivered upon exercise of the rights. This right does not apply to an offer
for all outstanding common shares that the independent directors determine not
to be inadequate and to otherwise be in the best interests of Trenwick and its
shareholders.
Existing holders of 15% or more of Trenwick's common shares will not
cause the rights to be exercisable, or entitle the holders of rights to purchase
additional shares of Trenwick or any other entity, unless one of the holders
acquires additional shares.
If someone becomes an Acquiring Person, all rights that are
beneficially owned by the Acquiring Person will be null and void.
For example, at an exercise price of $85.00 per right, each right not
owned by an Acquiring Person following a person becoming an Acquiring Person
would entitle its holder to purchase $170.00 worth of common shares (or other
consideration, as noted above) for $85.00. Assuming that the common shares had a
per share value of $18.50 at such time, the holder of each valid right would be
entitled to purchase approximately 9.2 common shares for $85.00.
This right does not apply to those transactions following an offer for
all Trenwick's common shares which Trenwick's independent directors determine is
adequate and otherwise in the best interests of Trenwick and its shareholders.
Right to Purchase Acquior's Securities
If Trenwick is acquired in a consolidation, amalgamation, or other
business combination transaction in which Trenwick is not the surviving
corporation, or 50% or more of its assets or earning power is sold or
transferred after a person or group of persons become an Acquiring Person, each
holder of a right (other than the Acquiring Person) will have the right to
receive common stock of the acquiring company which at the time of such
transaction has a market value equal to two times the exercise price of the
right. This right does not apply to those transactions following an offer for
all Trenwick's common shares which Trenwick's independent directors determine is
adequate and otherwise in the best interests of Trenwick and its shareholders.
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Redemption
At any time until 10 days following the Share Acquisition Date,
Trenwick may redeem the rights in whole, but not in part, at a price of $.01 per
right (payable in cash, common shares or other consideration deemed appropriate
by the Board). Immediately upon the action of the Board ordering redemption of
the rights, the rights will terminate and the only right of the holders of
rights will be to receive the $.01 redemption price. The rights generally may
not be redeemed for 180 days following a change in a majority of the Board as a
result of a proxy contest.
Exchange
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
common shares and prior to the acquisition by such person or group of 50% or
more of the outstanding common shares, the Board may exchange the rights at an
exchange ratio of one common share, or one one-hundredth of a preferred share
per right. The Board may also exchange the rights for a share of a class or
series of Trenwick's preferred shares having equivalent rights, preferences and
privileges. This does not apply to rights beneficially owned by an Acquiring
Person.
Rights and Holders
Until a right is exercised, the holder of the right will have no rights
as a shareholder of Trenwick. The right alone will not entitle its holder to
vote or to receive dividends. While the distribution of the rights will not be
taxable to shareholders or to Trenwick, shareholders may, depending upon the
circumstances, recognize taxable income in the event that the rights become
exercisable for common shares (or other consideration) of Trenwick or for common
shares of the acquiring company as set forth above.
Adjustments
The purchase price payable, and the number of preferred shares or other
securities or property issuable, upon exercise of the rights are subject to
adjustment from time to time. The purpose of an adjustment would be to prevent
dilution in the event of stock dividends, stock splits, reclassifications, or
certain distributions with respect to the preferred shares. The number of
outstanding rights and the number of one one-hundredths of a preferred share
issuable upon exercise of each right are also subject to adjustment if, prior to
the Distribution Date, there is a stock split of the common shares or a stock
dividend on the common shares payable in common shares or subdivisions,
consolidations or combinations of the common shares. With certain exceptions, no
adjustment in the purchase price will be required until cumulative adjustments
require an adjustment of at least 1% in such purchase price. No fractional
preferred shares will be issued, other than fractions which are integral
multiples of one one-hundredth of a preferred share. In lieu of fractional
preferred shares, an adjustment in cash will be made based on the market price
of the preferred shares on the last trading day prior to the date of exercise.
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Amendments
Any of the provisions of the agreement may be amended by the Board
prior to the Distribution Date. After the Distribution Date, the provisions of
the agreement may be amended by the Board to cure any ambiguity, to make changes
which do not adversely affect the interests of holders of rights, or to shorten
or lengthen any time period under the agreement. The Board cannot amend the
agreement after the rights become non-redeemable.
Shares Outstanding
As of September 27, 2000, there were 36,743,467 common shares of
Trenwick outstanding. Each Trenwick common share outstanding at the close of
business on September 27, 2000 will receive one right. So long as the rights are
attached to the common shares, one additional right shall be deemed to be
delivered for each common share issued or transferred by Trenwick in the future.
In addition, following the Distribution Date and prior to the expiration or
redemption of the rights, Trenwick may issue rights when it issues common shares
only if the Board deems it to be necessary or appropriate, or in connection with
the issuance of common shares pursuant to the exercise of stock options or under
employee plans or upon the exercise, conversion or exchange of certain
securities of Trenwick. Preferred shares are initially reserved for issuance
upon exercise of the rights.
Anti-Takeover Effects
The rights may have certain anti-takeover effects. The rights will
cause substantial dilution to a person or group that attempts to acquire
Trenwick on terms not approved by a majority of the Board. However, the rights
should not interfere with any merger or other business combination approved by
the Board since the Board may, at any time until the Share Acquisition Date
redeem all but not less than all of the then outstanding rights at the
redemption price. Thus, the rights are intended to encourage persons who may
seek to acquire control of Trenwick to initiate such an acquisition through
negotiations with the Board. However, the effect of the rights may be to
discourage a third party from making a partial tender offer or otherwise
attempting to obtain a substantial equity position in the equity securities of,
or seeking to obtain control of, Trenwick. To the extent any potential acquirors
are deterred by the rights, the rights may have the effect of preserving
incumbent management in office.
Further Information
This summary description of the rights does not purport to be complete
and is qualified in its entirety by reference to the agreement, a copy of which
is attached as Exhibit 4.2 to this Registration Statement on Form 8-A and which
is hereby incorporated herein by reference.
ITEM 2. Exhibits
The following exhibits are incorporated by reference from the S-4
Registration Statement on Form S-4, File No. 333-44290 (the "S-4 Registration
Statement"), as filed with the Securities and Exchange Commission on August 23,
2000.
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Exhibit Description
No.
3.1 Memorandum of Association of the Registrant (incorporated by
reference from Exhibit 3.1 to the S-4 Registration Statement).
3.2(a) Certificate of Incorporation of Gowin Holdings International
Limited, dated December 14, 1999 (incorporated by reference from
Exhibit 3.2(a) to the S-4 Registration Statement).
3.2(b) Certificate of Incorporation on Change of Name from Gowin
Holdings International Limited to Trenwick Group Ltd., dated as
of March 27, 2000 (incorporated by reference from Exhibit 3.2(b)
to the S-4 Registration Statement).
3.3 Bye-laws of the Registrant (incorporated by reference from
Exhibit 3.3 to the S-4 Registration Statement).
4.1 Specimen Stock Certificate (incorporated by reference from
Exhibit 4.2 to the S-4 Registration Statement).
4.2 Rights Agreement between the Registrant and the rights agent
named therein.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
TRENWICK GROUP LTD.
Date: September 27, 2000 By: /s/James F. Billett, Jr.
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Name: James F. Billett, Jr.
Title: Chairman, President &
Chief Executive Officer
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