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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 31, 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 31, 1997, the registrant issued a press release in accordance with
Rule 135c under the Securities Act of 1933, as amended, in which it announced
(i) the sale, pursuant to a Rule 144A/Regulation S private offering, of $110
million in 8.82% Subordinated Income Capital Securities through a Delaware
statutory business trust, and (ii) the use of substantially all of the net
proceeds thereof for the redemption of the registrant's $103.5 million aggregate
principal amount of 6% Convertible Debentures (to the extent they are not
converted). 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: February 4, 1997
TRENWICK GROUP INC.
By /S/ JAMES F. BILLETT, JR.
___________________________
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 (203) 353-5500
Trenwick Group, Inc. Calls Convertible Debentures
for Redemption; Completes Private Offering
of Capital Securities
Stamford, Connecticut, January 31, 1997 . . .
Trenwick Group Inc. announced that it will redeem all of its outstanding 6%
Convertible Debentures due December 15, 1999, on February 20, 1997, at a
redemption price of 102.57% principal amount plus accrued interest to the
redemption date. The Company's private offering of $110 million in 8.82%
Subordinated Capital Income Securities (the "Capital Securities") through
Trenwick Capital Trust I, a Delaware statutory business trust, was successfully
completed today, and substantially all of the proceeds from the offering will be
used for the redemption, to the extent that the holders of the Convertible
Debentures do not exercise their right to convert them into the Company's common
stock. Upon completion of the redemption, any remaining net proceeds from the
offering of the Capital Securities 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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NOTICE TO 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 NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A 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.
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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.
# # # #
January 31, 1997
