SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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) September 27, 2000
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Trenwick America Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 06-1087672
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State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Canterbury Green, Stamford, Connecticut 06901
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 353-5500
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. - Other Events
On September 27, 2000, Trenwick Group Inc., LaSalle Re Holdings Limited, LaSalle
Re Limited and Trenwick Group Ltd. (formerly known as Gowin Holdings
International Limited) completed the transactions contemplated by the Amended
and Restated Agreement, Schemes of Arrangement and Plan of Reorganization, dated
as of March 20, 2000 (the "Business Combination Agreement"). Under the terms of
the Business Combination Agreement, Trenwick Group Ltd., a newly formed company,
acquired all of the assets and liabilities of Trenwick Group Inc. and all of the
issued and outstanding common shares of LaSalle Re Holdings Limited and LaSalle
Re Limited in exchange for Trenwick Group Ltd. common shares (the "Business
Combination"). Trenwick Group Inc. then distributed the shares received from
Trenwick Group Ltd. to its shareholders in a liquidating distribution.
As a part of the Business Combination, Trenwick Group Inc. completed an internal
reorganization of its subsidiary companies. First, substantially all of Trenwick
Group Inc.'s assets and liabilities, were transferred from Trenwick Group Inc.
to Chartwell Re Holdings Corporation, its wholly-owned direct subsidiary,
immediately prior to the Business Combination. Chartwell Re Holdings Corporation
then sold for fair value back to Trenwick Group Inc. most of its United Kingdom
and Bermuda subsidiaries. Last, Chartwell Re Holdings Corporation merged with
and into Trenwick America Corporation, another wholly owned direct subsidiary of
Trenwick Group Inc., with Trenwick America Corporation as the surviving
corporation.
As a result of the Business Combination, Trenwick America Corporation succeeds
to the rights and obligations of Trenwick Group Inc. with respect to Trenwick
Group Inc.'s outstanding indebtedness, including its outstanding 6.7% Senior
Notes due April 1, 2003, Contingent Interest Notes due June 30, 2006, 8.82%
Subordinated Capital Income Securities issued by its subsidiary trust, Trenwick
Capital Trust I and 8.82% Junior Subordinated Deferrable Interest Debentures
supporting the Capital Income Securities. Consequently, the 6.7% Senior Notes
due April 1, 2003, the Contingent Interest Notes due June 30, 2006, the 8.82%
Subordinated Capital Income Securities issued by Trenwick Capital Trust I and
the 8.82% Junior Subordinated Deferrable Interest Debentures of Trenwick America
Corporation are hereby registered under Section 12(g) of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), pursuant to Rule 12g-3 promulgated
under the 1934 Act. Trenwick America Corporation shall report under the 1934 Act
as a successor issuer to Trenwick Group Inc. pursuant to Rule 15d-5 promulgated
under the 1934 Act.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 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
Trenwick Group Ltd. (formerly known as Gowin Holdings International
Limited). Incorporated by reference to Exhibit 2.1 to Trenwick Group
Inc.'s Form 8-K/A, dated March 20, 2000 (File No. 1-15389).
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3.1 Certificate of Incorporation of Trenwick America Corporation
3.2 By-laws of Trenwick America Corporation
4.1 (a) Indenture, dated as of January 31, 1997, between Trenwick
Group Inc. and The Chase Manhattan Bank, as Trustee, with
respect to the 8.82% Junior Subordinated Deferrable Interest
Debentures. Incorporated by reference to Exhibit 4.2(a) to
Trenwick Group Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1996 (File No. 0-14737).
4.1 (b) Amended and Restated Declaration of Trust of Trenwick
Capital Trust I, dated as of January 31, 1997. Incorporated by
reference to Exhibit 4.2(b) to Trenwick Group Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1996 (File
No. 0-14737).
4.1 (c) Exchange Capital Securities Guarantee Agreement dated as of
July 25, 1997, between Trenwick and The Chase Manhattan Bank,
as Trustee. Incorporated by reference to Exhibit 4.7 to
Trenwick Group Inc.'s Registration Statement on Form S-4
(File No. 333-28707).
4.2 First Supplemental Indenture, dated as of September 27, 2000, among
Trenwick Group Inc., Trenwick America Corporation and The Chase
Manhattan Bank, as Trustee, with respect to the 8.82% Junior
Subordinated Deferrable Interest Debentures.
4.3 Indenture, dated as of March 27, 1998, between Trenwick Group Inc.
and The First National Bank of Chicago, as Trustee, with respect to
the 6.7% Senior Notes due April 1, 2003. Incorporated by reference to
Exhibit 4.2 to Trenwick Group Inc.'s Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998 (File No. 1-15389).
4.4 First Supplemental Indenture, dated as of September 27, 2000, among
Trenwick Group Inc., Trenwick America Corporation, and Bank One Trust
Company, N.A., as successor to First National Bank of Chicago, as
Trustee, with respect to the 6.7% Senior Notes due April 1, 2003.
4.5 Indenture, dated as of December 1, 1995, between Piedmont Management
Company Inc. and Fleet Bank, as Trustee, for the Contingent Interest
Notes due June 30, 2006. Incorporated by reference to Exhibit
4.5 to Chartwell Re Corporation's Registration Statement on Form S-1
(File No. 333-678).
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4.6 First Supplemental Indenture, dated as of December 13, 1995, among
Piedmont Management Company, Chartwell Re Corporation and Fleet Bank,
as Trustee under the Contingent Interest Notes due June 30, 2006.
Incorporated by reference to Exhibit 4.6 to Chartwell Re
Corporation's Registration Statement on Form S-1 (File No. 333-678).
4.7 Second Supplemental Indenture, dated as of October 27, 1999, among
Chartwell Re Corporation, Trenwick Group Inc. and State Street Bank
and Trust Company, as successor to Fleet Bank, as Trustee, with
respect to the Contingent Interest Notes due June 30, 2006.
4.8 Third Supplemental Indenture, dated as of September 27, 2000, among
Trenwick Group Inc., Trenwick America Corporation and State Street
Bank and Trust Company, as successor to Fleet Bank, as Trustee under
the Contingent Interest Notes due June 30, 2006.
SIGNATURE
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 hereunto duly authorized.
TRENWICK AMERICA CORPORATION
By: /s/ Stephen H. Binet
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Stephen H. Binet
President and Chief Executive
Officer
Dated: November 16, 2000
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EXHIBIT INDEX
Exhibit Description of Exhibit
2.1 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
Trenwick Group Ltd. (formerly known as Gowin Holdings International
Limited). Incorporated by reference to Exhibit 2.1 to Trenwick Group
Inc.'s Form 8-K/A, dated March 20, 2000 (File No. 1-15389).
3.1 Certificate of Incorporation of Trenwick America Corporation
3.2 By-laws of Trenwick America Corporation
4.1 (a) Indenture, dated as of January 31, 1997, between Trenwick
Group Inc. and The Chase Manhattan Bank, as Trustee, with
respect to the 8.82% Junior Subordinated Deferrable Interest
Debentures. Incorporated by reference to Exhibit 4.2(a) to
Trenwick Group Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1996 (File No. 0-14737).
4.1 (b) Amended and Restated Declaration of Trust of Trenwick
Capital Trust I, dated as of January 31, 1997. Incorporated by
reference to Exhibit 4.2(b) to Trenwick Group Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1996 (File
No. 0-14737).
4.1 (c) Exchange Capital Securities Guarantee Agreement dated as of
July 25, 1997, between Trenwick and The Chase Manhattan Bank,
as Trustee. Incorporated by reference to Exhibit 4.7 to
Trenwick Group Inc.'s Registration Statement on Form S-4
(File No. 333-28707).
4.2 First Supplemental Indenture, dated as of September 27, 2000, among
Trenwick Group Inc., Trenwick America Corporation and The Chase
Manhattan Bank, as Trustee, with respect to the 8.82% Junior
Subordinated Deferrable Interest Debentures.
4.3 Indenture, dated as of March 27, 1998, between Trenwick Group Inc.
and The First National Bank of Chicago, as Trustee, with respect to
the 6.7% Senior Notes due April 1, 2003. Incorporated by reference to
Exhibit 4.2 to Trenwick Group Inc.'s Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998 (File No. 1-15389).
4.4 First Supplemental Indenture, dated as of September 27, 2000, among
Trenwick Group Inc., Trenwick America Corporation, and Bank One Trust
Company, N.A., as successor to First National Bank of Chicago, as
Trustee, with respect to the 6.7% Senior Notes due April 1, 2003.
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4.5 Indenture, dated as of December 1, 1995, between Piedmont Management
Company Inc. and Fleet Bank, as Trustee, for the Contingent Interest
Notes due June 30, 2006. Incorporated by reference to Exhibit
4.5 to Chartwell Re Corporation's Registration Statement on Form S-1
(File No. 333-678).
4.6 First Supplemental Indenture, dated as of December 13, 1995, among
Piedmont Management Company, Chartwell Re Corporation and Fleet Bank,
as Trustee under the Contingent Interest Notes due June 30, 2006.
Incorporated by reference to Exhibit 4.6 to Chartwell Re
Corporation's Registration Statement on Form S-1 (File No. 333-678).
4.7 Second Supplemental Indenture, dated as of October 27, 1999, among
Chartwell Re Corporation, Trenwick Group Inc. and State Street Bank
and Trust Company, as successor to Fleet Bank, as Trustee, with
respect to the Contingent Interest Notes due June 30, 2006.
4.8 Third Supplemental Indenture, dated as of September 27, 2000, among
Trenwick Group Inc., Trenwick America Corporation and State Street
Bank and Trust Company, as successor to Fleet Bank, as Trustee under
the Contingent Interest Notes due June 30, 2006.
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