SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) June 28, 2000
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Trenwick Group Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15389 06-1152790
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State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Canterbury Green, Stamford, Connecticut 06901
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 353-5500
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 4 pages
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Item 5. - Other Events
On June 28, 2000, Trenwick Group Inc. ("Trenwick"), LaSalle Re Holdings
Limited ("LaSalle"), LaSalle Re Limited ("LaSalle Re") and Trenwick Group Ltd.
(formerly known as Gowin Holdings International Limited) entered into Amendment
No. 1 to their Amended and Restated Agreement, Schemes of Arrangement and Plan
of Reorganization dated as of March 20, 2000 (the "Agreement"), pursuant to
which the date on which the Agreement may be terminated by either LaSalle or
Trenwick without prior occurrence of the Effective Time, as defined in the
Agreement, was extended from June 30, 2000 to the first business day following
September 30, 2000.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Agreement, Scheme of Arrangement, Plan of Merger and Plan of
Reorganization, dated as of December 19, 1999, by and among LaSalle Re
Holdings Limited, LaSalle Re Limited, Trenwick Group Inc., Trenwick
Group (Delaware) Inc. and Gowin Holdings International Limited.
Incorporated by reference to Exhibit 2.1 to Trenwick Group Inc.'s Form
8-K, dated December 22, 1999 (File No. 1-15389).
2.2 Amended and Restated Agreement, Schemes of Arrangement and Plan of
Reorganization, dated as of March 20, 2000, by and among LaSalle Re
Holdings Limited, LaSalle Re Limited, Trenwick Group Inc. and Gowin
Holdings International Limited. Incorporated by reference to Exhibit
2.2 to Trenwick Group Inc.'s Form 8-K, dated March 20, 2000
(File No. 1-15389).
2.3 Amendment No. 1 to Amended and Restated Agreement, Schemes of
Arrangement and Plan of Reorganization, dated as of June 28, 2000, by
and among LaSalle Re Holdings Limited, LaSalle Re Limited, Trenwick
Group Inc. and Trenwick Group Ltd. (formerly known as Gowin Holding
International Limited).
99.1 Stock Option Agreement, dated as of December 19, 1999, between Trenwick
Group Inc. and LaSalle Re Holdings Limited (option granted to LaSalle
Re Holdings Limited). Incorporated by reference to Exhibit 99.1 to
Trenwick Group Inc.'s Form 8-K, dated December 22, 1999 (File No.
1-15389).
99.2 Stock Option Agreement, dated as of December 19, 1999, between Trenwick
Group Inc. and LaSalle Re Holdings Limited (option granted to Trenwick
Group Inc.).Incorporated by reference to Exhibit 99.2 to Trenwick Group
Inc.'s Form 8-K, dated December 22, 1999 (File No. 1-15389).
99.3 Shareholders Agreement, dated as of December 19, 1999, by and among
Trenwick Group Inc., Combined Insurance Company of America, Virginia
Surety Company, Inc., Aon Risk Consultants (Bermuda) Ltd., Continental
Casualty Company and CNA (Bermuda) Services Limited. Incorporated
by reference to Exhibit 99.3 to Trenwick Group Inc.'s Form 8-K, dated
December 22, 1999 (File No. 1-15389).
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99.4 Press release of Trenwick Group Inc. and LaSalle Re Holdings Limited
issued December 19, 1999. Incorporated by reference to Exhibit 99.4 to
Trenwick Group Inc.'s Form 8-K, dated December 22, 1999
(File No. 1-15389).
SIGNATURE
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.
TRENWICK GROUP INC.
By: /s/ James F. Billett, Jr.
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James F. Billett, Jr.
Chairman, President and
Chief Executive Officer
Dated: June 28, 2000
3
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EXHIBIT INDEX
Exhibit Description of Exhibit
2.1 Agreement, Scheme of Arrangement, Plan of Merger and Plan of
Reorganization, dated as of December 19, 1999, by and among LaSalle
Re Holdings Limited, LaSalle Re Limited, Trenwick Group Inc., Trenwick
Group (Delaware) Inc. and Gowin Holdings International Limited.
Incorporated by reference to Exhibit 2.1 to Trenwick Group Inc.'s Form
8-K, dated December 22, 1999 (File No. 1-15389).
2.2 Amended and Restated Agreement, Schemes of Arrangement and Plan of
Reorganization, dated as of March 20, 2000, by and among LaSalle Re
Holdings Limited, LaSalle Re Limited, Trenwick Group Inc. and Gowin
Holdings International Limited. Incorporated by reference to Exhibit
2.2 to Trenwick Group Inc.'s Form 8-K, dated March 20, 2000
(File No. 1-15389).
2.3 Amendment No. 1 to Amended and Restated Agreement, Schemes of
Arrangement and Plan of Reorganization, dated as of June 28, 2000, by
and among LaSalle Re Holdings Limited, LaSalle Re Limited, Trenwick
Group Inc. and Trenwick Group Ltd. (formerly known as Gowin Holdings
International Limited).
99.1 Stock Option Agreement, dated as of December 19, 1999, between Trenwick
Group Inc. and LaSalle Re Holdings Limited (option granted to LaSalle
Re Holdings Limited). Incorporated by reference to Exhibit 99.1 to
Trenwick Group Inc.'s Form 8-K, dated December 22, 1999 (File No.
1-15389).
99.2 Stock Option Agreement, dated as of December 19, 1999, between Trenwick
Group Inc. and LaSalle Re Holdings Limited (option granted to Trenwick
Group Inc.). Incorporated by reference to Exhibit 99.2 to Trenwick
Group Inc.'s Form 8-K, dated December 22, 1999 (File No. 1-15389).
99.3 Shareholders Agreement, dated as of December 19, 1999, by and among
Trenwick Group Inc., Combined Insurance Company of America, Virginia
Surety Company, Inc., Aon Risk Consultants (Bermuda) Ltd., Continental
Casualty Company and CNA (Bermuda) Services Limited. Incorporated by
reference to Exhibit 99.3 to Trenwick Group Inc.'s Form 8-K, dated
December 22, 1999 (File No. 1-15389).
99.4 Press release of Trenwick Group Inc. and LaSalle Re Holdings Limited
issued December 19, 1999. Incorporated by reference to Exhibit 99.4 to
Trenwick Group Inc.'s Form 8-K, dated December 22, 1999
(File No. 1-15389).
