<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
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.
--------------------
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
Bermuda Not applicable
--------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
Continental Building
25 Church Street
Hamilton HM 12 Bermuda Not applicable
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
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:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
<S> <C>
Common Shares, Par Value $0.10 Per Share New York Stock Exchange
--------------------------------------------- ------------------------------
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------------------------------------------------------------------
(Title of class)
--------------------------------------------------------------------------------
(Title of class)
ITEM 1. Description of Registrant's Securities to be Registered
<PAGE> 2
Common Shares
This registration statement relates to the common shares, $.10 par
value per share (the "Common Shares") of Trenwick Group Ltd., a company
organized under the laws of Bermuda (the "Company"). The information required in
response to this Item with respect to the Common Shares is set forth under the
caption "Description of Trenwick Group Ltd. Share Capital" in the form of
prospectus that is included in the Company's 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 24, 2000, and included in the
prospectus to be filed pursuant to Rule 424(b) under the Securities Act of 1933,
as amended. Such information is hereby incorporated herein by reference in its
entirety.
ITEM 2. Exhibits
The following exhibits are incorporated by reference from the S-4
Registration Statement.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
3.1 Memorandum of Association of the Registrant (incorporated by
reference from Exhibit 3.1 to the S-4 Registration Statement).
3.2 Bye-laws of the Registrant (incorporated by reference from
Exhibit 3.3 to the S-4 Registration Statement).
3.2(a) Certificate of Incorporation of Gowin Holdings International
Limited, dated December 14, 1999.
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.
4.1 Specimen Stock Certificate (incorporated by reference from
Exhibit 4.2 to the S-4 Registration Statement).
</TABLE>
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, thereto duly authorized.
TRENWICK GROUP LTD.
Date: August 29, 2000 By: /s/ John V. Del Col
---------------------------------
Name: John V. Del Col
Title: Secretary
2
