TRENWICK GROUP INC
10-Q, 1996-08-13
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>   1
===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

/x/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 

     For the quarterly period ended June 30, 1996.

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period                        to                       .

Commission file number 0-14737

                               TRENWICK GROUP INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                        06-1152790
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                         Identification No.)

              Metro Center
           One Station Place
         Stamford, Connecticut                                     06902
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:              (203) 353-5500

                                      None
              (Former name, former address and former fiscal year,
                         if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES ..x..  NO .......

Indicate the number of shares outstanding of each of the issuer's classes of
common stock.

<TABLE>
<CAPTION>
                       Class                       Outstanding at July 31, 1996
                       -----                       ----------------------------
<S>                                                <C>
          Common Stock, $.10 par value                       6,702,312
</TABLE>

===============================================================================
<PAGE>   2
                               TRENWICK GROUP INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                        Page
                                                                       Number
                                                                       ------
<S>                                                                    <C>
PART I.  Financial Information

Consolidated Balance Sheet
  June 30, 1996 and December 31, 1995                                    3

Consolidated Statement of Income
  Three and Six Months Ended June 30, 1996 and 1995                      4

Consolidated Statement of Changes in Stockholders' Equity
  Three and Six Months Ended June 30, 1996 and 1995                      5

Consolidated Statement of Cash Flows
  Six Months Ended June, 1996 and 1995                                   6

Notes to Consolidated Financial Statements                              7-8

Management's Discussion and Analysis
  of Financial Condition and Results of Operations                      9-12


PART II.  Other Information

Item 4.  Submission of Matters to a Vote of Security Holders            13

Item 6.  Exhibits and Reports on Form 8-K                               13

Signatures                                                              14
</TABLE>
<PAGE>   3
                               TRENWICK GROUP INC.
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              June 30,     December 31,
                                                                1996           1995
                                                              --------     ------------
                                                               (dollars in thousands)
<S>                                                          <C>             <C>
          Assets

Fixed maturity investments available for sale at
 fair value (amortized cost: $647,809 and $609,751)          $ 653,211       $ 633,525
Equity securities available for sale at
 fair value (cost: $14,557 and $16,807)                         18,013          19,719
Cash and cash equivalents                                        8,327           6,760
                                                             ---------       ---------

     Total investments and cash                                679,551         660,004

Accrued investment income                                       10,419          10,198
Receivables from ceding insurers                                67,695          48,979
Reinsurance recoverable balances, net                           72,639          68,449
Deferred policy acquisition costs                               22,283          16,725
Net deferred income taxes                                       20,230          13,585
Other assets                                                     3,267           2,990
                                                             ---------       ---------

     Total assets                                            $ 876,084       $ 820,930
                                                             =========       =========

         Liabilities and Stockholders' Equity

Liabilities:
 Unpaid claims and claims expenses                           $ 443,306       $ 411,874
 Unearned premium income                                        74,157          56,050
 Convertible debentures                                        103,500         103,500
 Other liabilities                                               9,653           8,730
                                                             ---------       ---------
     Total liabilities                                         630,616         580,154
                                                             ---------       ---------

Stockholders' equity:
 Preferred stock, $.10 par value,
  1,000,000 shares authorized; none outstanding
 Common stock, $.10 par value, 15,000,000 shares
  authorized; 6,702,312and 6,590,411 shares outstanding            670             659
 Additional paid-in capital                                     93,777          89,920
 Retained earnings                                             146,334         133,949
 Net unrealized appreciation of investments,
   net of income taxes                                           5,758          17,346
 Deferred compensation under stock award plan                   (1,071)         (1,098)
                                                             ---------       ---------

     Total stockholders' equity                                245,468         240,776
                                                             ---------       ---------
     Total liabilities and stockholders' equity              $ 876,084       $ 820,930
                                                             =========       =========
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       3
<PAGE>   4
                               TRENWICK GROUP INC.
                        CONSOLIDATED STATEMENT OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                 Three Months Ended            Six Months Ended
                                                       June 30,                    June 30,
                                               -----------------------      ----------------------
                                                 1996          1995           1996          1995
                                                 ----          ----           ----          ----
                                                       (in thousands except per share data)
<S>                                            <C>            <C>           <C>           <C>
Revenues:
   Net premiums earned                         $ 53,376       $ 43,698      $101,067      $ 88,162
   Net investment income                         10,185          9,193        20,054        17,737
   Net realized investment gains (losses)           (11)            52            39           150
                                               --------       --------      --------      --------

       Total revenues                            63,550         52,943       121,160       106,049
                                               --------       --------      --------      --------

Expenses:
   Claims and claims expenses incurred           32,775         28,586        61,974        59,593
   Policy acquisition costs                      14,716         10,525        26,958        19,895
   Underwriting expenses                          3,343          2,938         7,371         5,804
   Interest expense                               1,625          1,627         3,249         3,251
                                               --------       --------      --------      --------

       Total expenses                            52,459         43,676        99,552        88,543
                                               --------       --------      --------      --------

Income before income taxes                       11,091          9,267        21,608        17,506
Income taxes                                      2,764          1,927         5,099         3,662
                                               --------       --------      --------      --------

       Net income                              $  8,327       $  7,340      $ 16,509      $ 13,844
                                               ========       ========      ========      ========

PRIMARY EARNINGS PER SHARE                     $   1.22       $   1.09      $   2.42      $   2.07
                                               ========       ========      ========      ========

   Weighted average shares outstanding            6,817          6,710         6,818         6,700
                                               ========       ========      ========      ========

FULLY DILUTED EARNINGS PER SHARE
   (assuming conversion of dilutive
   convertible debentures)                     $   1.05       $    .95      $   2.08      $   1.81
                                               ========       ========      ========      ========

Weighted average shares outstanding               8,962          8,844         8,953         8,834
                                               ========       ========      ========      ========

Dividends per common share                     $    .31       $    .28      $    .62      $    .56
                                               ========       ========      ========      ========
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       4
<PAGE>   5
                               TRENWICK GROUP INC.
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Three Months Ended               Six Months Ended
                                                               June 30,                       June 30,
                                                      -------------------------       -------------------------
                                                         1996           1995            1996            1995
                                                         ----           ----            ----            ----
                                                                       (dollars in thousands)
<S>                                                   <C>             <C>             <C>             <C>      
Stockholders' equity, beginning of period             $ 239,338       $ 204,029       $ 240,776       $ 188,213

Common stock, $.10 par value, and additional
    paid-in-capital:

Exercise of employer stock options
   (119,852, 3,000, 127,852 and 22,500 shares)            3,438              59           3,596             247
Income tax benefit resulting from
   excess compensation expenses allowable
   for income tax purposes                                  959              --           1,053              82
Restricted common stock awarded
   (241, 16,650, 6,436 and 21,304 shares)                    13             728             333             933
Restricted common stock awards cancelled
   (2,100 shares)                                           (91)             --             (91)             --
Common stock purchased and retired
   (16,803, 20,287 and 3,056 shares)                       (843)             --          (1,023)           (134)

Retained earnings:

Net income                                                8,327           7,340          16,509          13,844
Cash dividends                                           (2,078)         (1,815)         (4,124)         (3,624)

Net unrealized appreciation (depreciation) of
    investments available for sale:

Change in unrealized appreciation (depreciation)         (5,861)         13,851         (17,828)         30,630
Change in applicable deferred income taxes                2,052          (4,848)          6,240         (10,720)

Deferred compensation under stock award plan:

Restricted common stock awarded                             (13)           (728)           (333)           (933)
Restricted commom stock awards cancelled                     91              --              91              --
Compensation expense recognized                             136             134             269             212
                                                      ---------       ---------       ---------       ---------

Stockholders' equity, end of period                   $ 245,468       $ 218,750       $ 245,468       $ 218,750
                                                      =========       =========       =========       =========
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       5
<PAGE>   6
                               TRENWICK GROUP INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                        Six Months Ended
                                                             June 30,
                                                     -----------------------
                                                       1996           1995
                                                          (in thousands)
<S>                                                  <C>            <C>
Cash flows from operating activities:
   Premiums collected                                $ 79,066       $ 70,205
   Ceded premiums paid                                 (3,109)        (4,690)
   Claims and claims expenses paid                    (43,994)       (42,468)
   Claims and claims expenses recovered                 3,175          4,635
   Underwriting expenses paid                          (7,713)        (5,872)
                                                     --------       --------

Cash provided by underwriting activities:              27,425         21,810
   Net investment income received                      20,573         20,015
   Interest and other expenses paid                    (3,085)        (3,131)
   Income taxes paid                                   (4,881)        (5,923)
                                                     --------       --------

   Cash provided by operating activities               40,032         32,771
                                                     --------       --------

Cash flows for investing activities:
   Purchases of fixed maturity investments            (72,910)       (81,647)
   Sales of fixed maturity investments                  7,936         25,656
   Maturities of fixed maturity investments            26,207         20,382
   Purchases of equity securities                        (115)          (100)
   Sales of equity securities                           2,375             --
   Additions to premises and equipment                   (407)          (270)
                                                     --------       --------

   Cash used for investing activities                 (36,914)       (35,979)
                                                     --------       --------

Cash flows for financing activities:
   Issuance of common stock                             3,596            247
   Repurchase of common stock                          (1,023)          (134)
   Dividends paid                                      (4,124)        (3,624)
                                                     --------       --------

   Cash used for financing activities                  (1,551)        (3,511)
                                                     --------       --------

Increase(decrease) in cash and cash equivalents         1,567         (6,719)

Cash and cash equivalents, beginning of period          6,760          9,784
                                                     --------       --------

Cash and cash equivalents, end of period             $  8,327       $  3,065
                                                     ========       ========
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       6
<PAGE>   7
                               TRENWICK GROUP INC.


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.    Basis of Presentation:

      The interim consolidated financial statements includes those of Trenwick
      Group Inc. and its subsidiaries and have been prepared in conformity with
      generally accepted accounting principles applied on a basis consistent
      with prior periods. Certain items in the financial statements have been
      reclassified to conform with the 1996 presentation.

      Management is required to make estimates and assumptions that affect the
      reported amounts of assets and liabilities and disclosure of contingent
      assets and liabilities at the date of the financial statements and the
      reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.

      The interim consolidated financial statements are unaudited; however, in
      the opinion of management, the interim consolidated financial statements
      include all adjustments, consisting only of normal recurring adjustments,
      necessary for a fair statement of the results for the interim periods.
      These interim statements should be read in conjunction with the 1995
      audited financial statements and related notes.

2.    Reinsurance:

      Trenwick purchases reinsurance to reduce its exposure to catastrophe
      losses and the frequency of large losses in all lines of business.
      Trenwick, however, remains liable in the event that its retrocessionaires
      do not meet their contractual obligations. The effects of reinsurance on
      premiums written, premiums earned and claims and claims expenses incurred
      is as follows (in thousands):

<TABLE>
<CAPTION>
                                       Premiums Written
                   ---------------------------------------------------------
                      Three Months Ended               Six Months Ended
                           June 30,                        June 30,
                   -------------------------       -------------------------
                      1996           1995            1996            1995
                      ----           ----            ----            ----
<S>                <C>             <C>             <C>             <C>
      Assumed      $  65,503       $  54,635       $ 129,534       $ 107,932

      Ceded           (5,232)         (4,089)        (10,380)         (8,009)
                   ---------       ---------       ---------       ---------

      Net          $  60,271       $  50,546       $ 119,154       $  99,923
                   =========       =========       =========       =========
</TABLE>


                                       7
<PAGE>   8
<TABLE>
<CAPTION>
                                       Premiums Earned
                   ---------------------------------------------------------
                      Three Months Ended               Six Months Ended
                           June 30,                        June 30,
                   -------------------------       -------------------------
                      1996           1995            1996            1995
                      ----           ----            ----            ----
<S>                <C>             <C>             <C>             <C>
      Assumed      $  58,592       $  47,810       $ 111,427       $  96,195

      Ceded           (5,216)         (4,112)        (10,360)         (8,033)
                   ---------       ---------       ---------       ---------

      Net          $  53,376       $  43,698       $ 101,067       $  88,162
                   =========       =========       =========       =========
</TABLE>

<TABLE>
<CAPTION>
                              Claims and Claims Expenses Incurred
                   ---------------------------------------------------------
                      Three Months Ended               Six Months Ended
                           June 30,                        June 30,
                   -------------------------       -------------------------
                      1996           1995            1996            1995
                      ----           ----            ----            ----
<S>                <C>             <C>             <C>             <C>
      Assumed      $ 39,579       $ 34,058       $ 75,927       $ 70,646

      Ceded          (6,804)        (5,472)       (13,953)       (11,053)
                   --------       --------       --------       --------

      Net          $ 32,775       $ 28,586       $ 61,974       $ 59,593
                   ========       ========       ========       ========
</TABLE>

3.    Stock Options and Benefit Plans:

      For the six months ended June 30, 1996, Trenwick awarded key employees an
      aggregate of 6,436 shares of common stock under the terms of the 1989
      Stock Plan, valued at an average of $51.74 per share (approximately
      $333,000). Trenwick is recognizing compensation expense determined by the
      value of the shares, amortized over a five year vesting period. During the
      six month period, 20,287 shares were repurchased at an average of $50.43
      per share (approximately $1,023,000) in connection with the satisfaction
      of withholding taxes payable upon the vesting of shares previously awarded
      under the plan.


                                       8
<PAGE>   9
                             MANAGEMENT'S DISCUSSION
                     AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS



OVERVIEW

Trenwick Group Inc. ("Trenwick") is a holding company whose principal
subsidiary, Trenwick America Reinsurance Corporation ("Trenwick America Re")
reinsures property and casualty risks written by U.S. insurance companies.
Substantially all of Trenwick America Re's business is produced by reinsurance
brokers. Trenwick America Re divides its business into three categories: treaty,
specialty and facultative. In addition, under a strategic reinsurance agreement
with PXRE Reinsurance Company ("PXRE Re"), Trenwick America Re assumes
approximately 15% of PXRE Re's property business.

OPERATING RESULTS

Trenwick Group Inc. reported an increase in its second quarter consolidated net
income of 13% to $8.3 million or $1.22 per share compared to $7.3 million or
$1.09 per share in the second quarter of 1995. Consolidated net income was $16.5
million or $2.42 per share in the first half of 1996 compared to $13.8 million
or $2.07 per share in the first half of 1995. Fully diluted earnings per share
were $1.05 and $2.08 in the second quarter and first half of 1996, respectively,
compared to $.95 and $1.81 for the same periods in 1995.

Operating income (net income excluding after-tax realized investment gains and
losses) was as follows (in thousands, except per share data):

<TABLE>
<CAPTION>
                              Three Months Ended                 Six Months Ended
                                    June 30,                          June 30,
                         ----------------------------     ------------------------------
                          1996        1995    %Change      1996         1995     %Change
                          ----        ----    -------      ----         ----     -------
<S>                      <C>         <C>      <C>         <C>          <C>       <C>
Operating income         $8,335      $7,306      14%      $16,484      $13,746      20%

Operating income
 per share:
   Primary               $ 1.22      $ 1.09      12%      $  2.42      $  2.05      18%
   Fully diluted         $ 1.05      $  .95      11%      $  2.08      $  1.79      16%
</TABLE>

Realized after-tax investment losses in the second quarter of 1996 were $8,000
compared to realized after-tax investment gains of $34,000 in the second quarter
of 1995. For the first half of 1996, realized after-tax investment gains were
$25,000 compared to $98,000 or approximately $.01 per share for the same period
in 1995.


                                       9
<PAGE>   10
PREMIUMS

Trenwick's net premiums written increased 19% to $60.3 million in the second
quarter of 1996 compared to $50.5 million in the same period in 1995. Net
premiums written in the first half of 1996 also increased 19% to $119.2 million
compared to the same period in 1995. The distribution of the Company's net
premiums written by type was as follows (in thousands):

<TABLE>
<CAPTION>
                             Three Months Ended                           Six Months Ended
                                  June 30,                                    June 30,
                     -------------------------------------       -------------------------------------
                       1996         1995           %Change        1996          1995           %Change
                       ----         ----           -------        ----          ----           -------
<S>                  <C>           <C>             <C>           <C>           <C>             <C>
CASUALTY
   Treaty            $40,785       $28,849            41%        $78,136       $54,605            43%
   Specialty          11,569        13,478           (14)         21,349        25,071           (15)
   Facultative         1,592         1,677            (5)          2,946         3,139            (6)
                    --------      --------           ---        --------      --------           ---
                      53,946        44,004            23         102,431        82,815            24
PROPERTY               6,325         6,542            (3)         16,723        17,108            (2)
                    --------      --------           ---        --------      --------           ---
Total                $60,271       $50,546            19%       $119,154       $99,923            19%
                    ========      ========           ===        ========      ========           ===
</TABLE>

Trenwick's premium growth in the second quarter and first half of 1996 resulted
from an increase in casualty treaty business. This growth was primarily driven
by business associated with the senior underwriting executives hired in 1995,
including the previously reported strategic reinsurance agreement with
Transatlantic Reinsurance Company. This business was developed through existing
and new relationships with various reinsurance brokers. Specialty business
declined as a result of the non-renewal of certain accounts which did not meet
the Company's pricing standards and a decline in business written by certain
ceding companies.

New casualty business increased 60% and 65% in the quarter and first half of
1996 over the same periods in 1995 and represented approximately 32% and 29% of
total premium writings during the periods. Continuing casualty business
increased 10% and 11% in the quarter and for the first half of 1996 over the
same period in 1995, as a result of increases in participations in renewal
transactions and growth in the original business written by several ceding
companies. Continuing casualty business represented 57% of the total premium
writings during the periods. The Company's property business, representing 11%
and 14% of total premium writings for the quarter and first half of 1996,
declined marginally.


                                       10
<PAGE>   11
UNDERWRITING EXPERIENCE

The combined ratio is one means of measuring the profitability of a property and
casualty company. The combined ratio reflects underwriting experience, but does
not reflect income from investments or provisions for income taxes. A combined
ratio below 100% indicates profitable underwriting, and a combined ratio
exceeding 100% indicates unprofitable underwriting. Although a reinsurer may
have unprofitable underwriting results, the reinsurer may still be profitable
because of investment income earned on the accumulated invested assets.

The following table sets forth Trenwick's combined ratios and the components
thereof calculated on a GAAP basis for the period indicated, together with
Trenwick America Re's combined ratio calculated on a statutory basis:

<TABLE>
<CAPTION>
                                        Three Months Ended     Six Months Ended
                                              June 30,              June 30,
                                        -------------------    ---------------- 
                                          1996       1995       1996       1995
                                          ----       ----       ----       ----
<S>                                       <C>        <C>        <C>        <C>
Claims and claims expense ratio           61.4%      65.4%      61.3%      67.6%
                                          ----       ----       ----       ----
Expense ratio:
  Policy acquisition expense ratio        27.6       24.1       26.7       22.6
  Underwriting expense ratio               6.3        6.7        7.3        6.6
                                          ----       ----       ----       ----
  Total expense ratio                     33.9%      30.8%      34.0%      29.2%
                                          ----       ----       ----       ----

Combined ratio (GAAP basis)               95.3%      96.2%      95.3%      96.8%
                                          ----       ----       ----       ----

Trenwick America Re
statutory combined ratio                  95.3%      97.6%      94.6%      96.8%
                                          ----       ----       ----       ----
</TABLE>

As indicated, Trenwick's claims and claims expense ratio improved in the second
quarter and first half of 1996 compared to the same periods in 1995. The claims
and claims expense ratio in the first half of 1996 includes favorable
development of approximately $2.9 million from casualty business written in
prior years.

INVESTMENT INCOME

Net investment income of $10.2 million in the second quarter of 1996 increased
11% compared to $9.2 million for the same period in 1995. Net investment income
of $20.1 million in the first half of 1996 increased 13% compared to $17.7
million in the first half of 1995. Pre-tax yields on invested assets averaged
6.5% in both 1996 and 1995. The increase in investment income is due primarily
to the continued growth in the Company's invested asset base along with an
increase in operating cash flow.


                                       11
<PAGE>   12
The taxable and non-taxable components of the Company's net investment income,
net of investment expenses, were as follows (in thousands):

<TABLE>
<CAPTION>
                                        Three Months Ended         Six Months Ended
                                            June 30,                 June 30,
                                       --------------------      --------------------
                                        1996         1995         1996         1995
                                        ----         ----         ----         ----
<S>                                    <C>          <C>         <C>          <C>
Taxable                                $ 6,548      $ 5,757      $12,787      $11,029
Non-taxable                              3,637        3,436        7,267        6,708
                                       -------      -------      -------      -------
                                       $10,185       $9,193      $20,054      $17,737
                                       =======      =======      =======      =======

Net investment income, after-tax       $  7,929     $7,215       $15,650      $13,975
                                       ========     ======       =======      =======
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 1996, Trenwick's consolidated investments and cash totaled $679.6
million, as compared to $660.0 million at December 31, 1995. The fair value of
the Company's fixed maturity portfolio exceeded amortized cost of $647.8 million
and $609.8 million by $5.4 million and $23.8 million at June 30, 1996 and
December 31, 1995, respectively. At June 30, 1996 and at December 31, 1995, the
fair value of the Company's equity securities exceeded cost of $18.0 million and
$19.7 million by $3.4 million and $2.9 million, respectively.

As of June 30, 1996, Trenwick's consolidated stockholders' equity totaled $245.5
million or $36.63 per share, as compared to $240.8 million or $36.54 per share
at December 31, 1995. This increase resulted from earnings in the period reduced
by a decrease in the market value of the Company's fixed maturity and equity
investments. Since December 31, 1995, the unrealized appreciation of the
Company's fixed maturity and equity investments declined $11.6 million, net of
tax, or $1.73 per share, primarily as a result of the increase in interest rates
since December 31, 1995.

Statutory surplus of Trenwick America Re was $270.6 million as of June 30, 1996,
compared to $257.6 million as of December 31, 1995.

Cash flow from operations of $40.0 million in the first half of 1996 increased
approximately 22% compared to cash flow from operations of $32.8 million in the
first half of 1995. The increase in cash flow from operations reflected an
overall increase in premium writings.

Trenwick declared a second quarter dividend of $.31 per share in 1996, compared
to $.28 in the second quarter of 1995.


                                       12
<PAGE>   13
PART II.  OTHER INFORMATION



Item 4.  Submission of Matters to a Vote of Security Holders

A total of 5,769,285 shares, or 87.4% of the 6,601,122 shares of common stock
outstanding on the March 29, 1996 record date, were represented at the Company's
Annual Meeting of Stockholders held on May 23, 1996. Voting results were as
follows:

On the proposal to elect Messrs. Anthony S. Brown, Donald E. Chisholm, Neil Dunn
and P. Anthony Jacobs to serve in Class III until 1999, each of Messrs. Brown,
Dunn and Jacobs was elected by an affirmative vote of 5,760,875 shares, with
8,410 shares withheld, and Mr. Chisholm was elected by an affirmative vote of
5,759,594 shares, with 9,691 shares withheld.

On the proposal to ratify the appointment of Price Waterhouse LLP as independent
accountants for the year ending December 31, 1996, there were 5,760,865 shares
voted in favor, 220 shares opposed, 8,200 shares abstaining and no broker
non-votes.

Item 6.  Exhibits and Reports on Form 8-K

a)    Exhibits

        11.0  Computation of Earnings Per Share
        27.0  Financial Data Schedule

b)    Reports on Form 8-K

      None


                                       13
<PAGE>   14
                                   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.


                                             TRENWICK GROUP INC.
                                     -----------------------------------
                                                (Registrant)


Date:  August 13, 1996                       JAMES F. BILLETT, JR.
      ----------------               -----------------------------------
                                     James F. Billett, Jr.
                                     Chairman, President and
                                     Chief Executive Officer


Date:  August 13, 1996                          ALAN L. HUNTE
       ---------------               -----------------------------------
                                     Alan L. Hunte
                                     Vice President, Chief Financial Officer
                                     and Treasurer


                                       14

<PAGE>   1
                               TRENWICK GROUP INC.
                Exhibit 11.0 -- COMPUTATION OF EARNINGS PER SHARE
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                       Three Months Ended         Six Months Ended
                                                            June 30,                  June 30,
                                                      --------------------      --------------------
                                                       1996         1995         1996         1995
                                                       ----         ----         ----         ----
<S>                                                   <C>          <C>          <C>          <C>
PRIMARY

Average shares outstanding                              6,673        6,469        6,634        6,460

Weighted average shares of common stock
     equivalents associated with
     stock options, net                                   144          241          184          240
                                                      -------      -------      -------      -------

Total                                                   6,817        6,710        6,818        6,700
                                                      =======      =======      =======      =======

Net income                                             $8,327       $7,340      $16,509      $13,844
                                                      =======      =======      =======      =======

PER SHARE AMOUNT                                        $1.22        $1.09        $2.42        $2.07
                                                      =======      =======      =======      =======

FULLY DILUTED

Average shares outstanding                              6,673        6,469        6,634        6,460

Weighted average shares of common stock
     equivalents associated with
     stock options, net                                   155          241          185          240

Assumed conversion of 6% convertible
debentures                                              2,134        2,134        2,134        2,134
                                                      -------      -------      -------      -------

Total                                                   8,962        8,844        8,953        8,834
                                                      =======      =======      =======      =======

Net income                                             $8,327       $7,340      $16,509      $13,844

Add 6% convertible conversion debenture interest
net of federal income tax effect                        1,056        1,054        2,112        2,107
                                                      -------      -------      -------      -------

Total                                                  $9,383       $8,394      $18,621      $15,951
                                                      =======      =======      =======      =======

PER SHARE AMOUNT                                        $1.05         $.95        $2.08        $1.81
                                                      =======      =======      =======      =======
</TABLE>



<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE FORM 10-Q FOR THE SIX MONTHS ENDED JUNE
30, 1996 FOR TRENWICK GROUP INC.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<EXCHANGE-RATE>                                      1
<DEBT-HELD-FOR-SALE>                           653,211
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                      18,013
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                 671,224
<CASH>                                           8,327
<RECOVER-REINSURE>                              67,695<F1>
<DEFERRED-ACQUISITION>                          22,283
<TOTAL-ASSETS>                                 876,084
<POLICY-LOSSES>                                443,306
<UNEARNED-PREMIUMS>                             74,157
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                103,500
                                0
                                          0
<COMMON>                                           670
<OTHER-SE>                                     244,798
<TOTAL-LIABILITY-AND-EQUITY>                   876,084
                                     101,067
<INVESTMENT-INCOME>                             20,054
<INVESTMENT-GAINS>                                  39
<OTHER-INCOME>                                       0
<BENEFITS>                                      61,974
<UNDERWRITING-AMORTIZATION>                     26,958
<UNDERWRITING-OTHER>                            10,620
<INCOME-PRETAX>                                 21,608
<INCOME-TAX>                                     5,099
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    16,509
<EPS-PRIMARY>                                     2.42
<EPS-DILUTED>                                     2.08
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
<FN>
<F1>REPRESENTS NET REINSURANCE RECOVERABLE BALANCES AFTER OFFSET OF FUNDS HELD AND
REINSURANCE BALANCES PAYABLE.
</FN>
        

</TABLE>


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