<PAGE> 1
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-6(e)(2))
/ / Definitive proxy statement
/x/ Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TRENWICK GROUP INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
Trenwick Group Inc. Metro Center
One Station Place
[LOGO] Stamford, CT 06902
NOTICE TO STOCKHOLDERS ENTITLED TO VOTE
AT THE 1997 ANNUAL MEETING OF STOCKHOLDERS
This notice is being furnished by Trenwick Group, Inc. to its stockholders on
or about May 1, 1997.
The Board of Directors of Trenwick Group Inc. (the "Company") is saddened to
report that Alan R. Gruber, a Director of the Company since 1984, died
unexpectedly on April 17. Mr. Gruber was named as a nominee for re-election to
Class I of the Board in the Proxy Statement you recently received concerning
the Company's 1997 Annual Meeting of Stockholders to be held on May 22, 1997.
As described in the Proxy Statement, the Proxy Committee is authorized to act
in its best judgment under these circumstances. The Proxy Committee, after
consultation with the Board of Directors, has advised the Company that it will
vote to elect W. Marston Becker to serve as a Class I director in lieu of Mr.
Gruber.
Mr. Becker, who is 44 years old, succeeded Mr. Gruber as Chairman of the Board
and Chief Executive Officer of Orion Capital Corporation ("Orion") on January
1, 1997. He was previously Vice Chairman of the Board (March 1996 to December
1996) and Senior Vice President (July 1994 to March 1996) of Orion and served
as President and Chief Executive Officer of the DPIC Companies (subsidiaries of
Orion) from July 1994 to June 1996 and as President and Chief Executive Officer
of McDonough Caperton Insurance Group, an insurance brokerage firm, from March
1987 to July 1994. Mr. Becker holds no Common Stock of the Company and
disclaims beneficial ownership of the 405,513 shares of the Company's Common
Stock held by Orion.
Stockholders are reminded that any Proxy submitted to the Company may be revoked
at any time before a vote is taken at the Annual Meeting by written notice to
the Secretary of the Company, by a duly executed Proxy bearing a later date or
by voting in person at the Annual Meeting.
