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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): January 24, 1997
TRENWICK GROUP INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-14737 06-1152790
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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
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Item 5. Other Events
On January 24,1997, the registrant issued a press release in accordance with
Rule 135c under the Securities Act of 1933, as amended, in which it announced
its intention to (i) make a Rule 144A/Regulation S private offering of $110
million in Subordinated Income Capital Securities through a Delaware statutory
business trust, and (ii) use the net proceeds of such offering first to redeem
all the registrant's $103.5 million aggregate principal amount of convertible
debentures (to the extent they are not converted) and then for general corporate
purposes. The press release is attached hereto as Exhibit A.
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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 hereunto duly authorized.
Date: January 24, 1997
TRENWICK GROUP INC.
By /s/ James F. Billett, Jr.
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James F. Billett, Jr.
Chairman of the Board,President
and Chief Executive Officer
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EXHIBIT A
Alan L. Hunte, Vice President, Chief Financial
Officer and Treasurer
Trenwick Group Inc.
Announces Proposed Private Offering Of Capital Securities;
Intends To Redeem Convertible Debentures
Stamford, Connecticut, January 24, 1997 . . .
Trenwick Group Inc. announced that it intends to make a Rule 144A/Regulation S
private offering of $110 million in Subordinated Capital Income Securities (the
"Capital Securities") through Trenwick Capital Trust I, a Delaware statutory
business trust sponsored by the Company. Subject to the closing of this private
offering, the Company intends to call for redemption all $103.5 million
aggregate principal amount of the Company's 6% Convertible Debentures due
December 15, 1999 and apply substantially all of the net proceeds from the
private offering of Capital Securities to redeem the Convertible Debentures to
the extent that the holders thereof do not exercise their right to convert them
into the Company's common stock. The amount of any remaining net proceeds will
be used for general corporate purposes, which may include investments in and
advances to subsidiaries, the financing of growth and expansion, the financing
of possible future acquisitions and other corporate purposes.
THE CAPITAL SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION
THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
THEREOF.
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FOR NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY
SUCH FACT OR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY
OR TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH
THE PROVISIONS OF THIS PARAGRAPH.
FOR NORTH CAROLINA RESIDENTS ONLY
THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT APPROVED OR
DISAPPROVED THE OFFERING OF THE SECURITIES MADE HEREBY NOR HAS THE COMMISSIONER
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM.
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January 24, 1997
