FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRENWICK GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 06-1152790
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
One Canterbury Green, Stamford, CT 06901
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A. (c), check the following box. |X|
If this form relates to the registration of a class of securities
pursuant to Section 12 (g) of the Exchange Act and is effective pursuant to
General Instruction A. (d), check the following box. |_|
Securities Act registration statement to which this form relates
(if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
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Common Stock, $.10 par value New York Stock Exchange
Preferred Stock Purchase Right New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Securities to be Registered
Trenwick Group Inc., a corporation organized under the laws of the
State of Delaware (the "Issuer"), is applying for registration of its common
stock, par value $.10 per share (the "Common Stock") and the related Preferred
Stock Purchase Rights (the "Rights") under Section 12 (b) of the Securities Act
of 1934, as amended (the "Exchange Act"). The description of the Common Stock is
set forth in the Issuer's Registration Statement on Form 8-A filed on June 23,
1986, with the Securities and Exchange Commission under the Exchange Act and is
incorporated herein by reference (File No. 0-14737). The description of the
Rights is set forth under the caption, "Item I. Description of Securities to be
Registered" contained in the Registration Statement on Form 8-A filed on
September 24, 1997, with the Securities and Exchange Commission under the
Exchange Act and is incorporated herein by reference (File No. 0-14737). The
Common Stock and the Rights are to be listed on the New York Stock Exchange,
Inc.
Item 2. Exhibits
Exhibit Number Exhibit
1 Restated Certificate of Incorporation of
Trenwick Group Inc. with Certificates of
Amendment thereto. Incorporated by
reference to Exhibit 3.1 to Trenwick
Group Inc.'s Quarterly Report on Form
10-Q for the quarter ended June 30, 1997
(File No. 0-14737).
2 Certificate of Elimination amending
Trenwick Group Inc.'s Restated
Certificate of Incorporation to
eliminate all reference to Series A
Junior Participating Preferred Stock.
Incorporated by reference to Exhibit
3.1(a) to Trenwick Group Inc.'s
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 (File
No. 0-14737).
3 Certificate of Designation amending the
Restated Certificate of Incorporation of
Trenwick Group Inc. to create Series B
Junior Participating Preferred Stock.
Incorporated by reference to Exhibit
3.2(b) to Trenwick Group Inc.'s
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 (File
No. 0-14737).
4 By-laws of Trenwick Group Inc.
Incorporated by reference to Exhibit 3
to Trenwick Group Inc.'s Quarterly
Report on Form 10-Q for the quarter
ended June 30, 1999 (File No. 0-14737).
5 Rights Agreement, dated as of September
24, 1997 between Trenwick Group Inc. and
First Chicago Trust Company of New York
including, as Exhibit A thereto, a form
of Rights Certificate. Incorporated by
reference to Exhibit 1 to Trenwick Group
Inc.'s Form 8-A filed September 24, 1997
(File No. 0-14737).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
TRENWICK GROUP INC.
/s/ James F. Billett, Jr.
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By: James F. Billett, Jr.
Chairman, President and
Chief Executive Officer
Dated: October 13, 1999
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