-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DFTaExYDjc/68xpXwBxLcQ2lIATYfLSfvA5y50NBars11RfJKkeQLu51ENJ3CowO IKNQhZ3PMQdylOXm3Ak1wQ== 0000891554-02-003792.txt : 20020610 0000891554-02-003792.hdr.sgml : 20020610 20020607090030 ACCESSION NUMBER: 0000891554-02-003792 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020607 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRENWICK GROUP LTD CENTRAL INDEX KEY: 0001122211 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 980232340 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78068 FILM NUMBER: 02672898 BUSINESS ADDRESS: STREET 1: CONTINENTAL BLDG STREET 2: 25 CHURCH ST CITY: HAMILTON STATE: D0 ZIP: 00000 MAIL ADDRESS: STREET 1: 25 CHURCH ST CONTINENTAL BLDG STREET 2: HAMILTON HM 12 BERMUNDA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRENWICK GROUP LTD CENTRAL INDEX KEY: 0001122211 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 980232340 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: CONTINENTAL BLDG STREET 2: 25 CHURCH ST CITY: HAMILTON STATE: D0 ZIP: 00000 MAIL ADDRESS: STREET 1: 25 CHURCH ST CONTINENTAL BLDG STREET 2: HAMILTON HM 12 BERMUNDA SC TO-I/A 1 d50835_sctoi-a.txt AMENDMENT NO. 2 ================================================================================ As filed with the Securities and Exchange Commission on June 7, 2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e) Of the Securities Exchange Act of 1934 (AMENDMENT NO. 2) ---------- TRENWICK GROUP LTD. (Name of Subject Company -- Issuer) TRENWICK GROUP LTD. (Name of Filing Person -- Offeror) ---------- OPTIONS TO PURCHASE COMMON SHARES, PAR VALUE $.10 PER SHARE, ISSUED UNDER THE TRENWICK GROUP INC. 1989 STOCK PLAN, THE TRENWICK GROUP INC. 1993 STOCK OPTION PLAN, THE CHARTWELL RE CORPORATION 1993 STOCK OPTION PLAN, THE CHARTWELL RE CORPORATION 1997 OMNIBUS STOCK INCENTIVE PLAN AND THE LASALLE RE HOLDINGS LIMITED 1996 LONG-TERM INCENTIVE PLAN (Title of Class of Securities) ---------- JOHN V. DEL COL SECRETARY TRENWICK GROUP LTD. CONTINENTAL BUILDING 25 CHURCH STREET HAMILTON HM 12, BERMUDA TELEPHONE: 441-292-4985 FACSIMILE: 441-292-2656 (Name, address and telephone number of person authorized to receive notices and communications on behalf of Filing Person) ---------- A COPY TO: JAMES R. CAMERON BAKER & MCKENZIE 805 THIRD AVE. NEW YORK, NEW YORK 10022 TELEPHONE: 212-891-3930 FACSIMILE: 212-891-3835 Check the appropriate boxes below to designate any transactions to which the statement relates: |_| third-party tender offer subject to Rule 14d-1. |X| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |_| This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO, dated May 16, 2002, and amended by Amendment No. 1, dated May 28, 2002 (the "Tender Offer Statement") filed by Trenwick Group Ltd., a Bermuda corporation ("Trenwick"), relating to the offer by Trenwick to exchange outstanding employee options to purchase its common shares granted under the Trenwick Group Inc. 1989 Stock Plan, the Trenwick Group Inc. 1993 Stock Option Plan, the Chartwell Re Corporation 1993 Stock Option Plan, the Chartwell Re Corporation 1997 Omnibus Stock Incentive Plan and the LaSalle Re Holdings Limited 1996 Long-Term Incentive Plan for new options to purchase its common shares, upon the terms and subject to the conditions set forth in the Offer to Exchange, which was attached to the Tender Offer Statement, as Exhibit 99.2, as amended. ITEM 4. Terms of the Transaction. (a) The description of the terms of the offer set forth in the Offer to Exchange under the heading "The Offer: 7. Conditions of the Offer" is hereby amended to delete from the third line of clause (c)(8) the term "10%" and to replace it with "20%". ITEM 12. Exhibits. Item 12 of the Tender Offer Statement is hereby amended to add a reference to Exhibit 99.9, which is attached hereto, as follows: 99.9 Notice of Waiver of and Amendment to Condition to Offer to Exchange. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct. Dated: June 7, 2002 TRENWICK GROUP LTD. By: /s/ John V. Del Col ------------------------------ Name: John V. Del Col Title: Secretary EX-99.9 3 d50835_ex99-9.txt NOTICE OF WAIVER Exhibit 99.9 [LOGO] TRENWICK GROUP LTD. STOCK OPTION EXCHANGE PROGRAM NOTICE OF WAIVER OF AND AMENDMENTS TO CONDITION TO OFFER TO EXCHANGE DATE: Friday, June 7, 2002 TO: All Eligible Employees of Trenwick Group Ltd. ("Trenwick") SUBJECT: Waiver of and Amendments to Conditions to Offer to Exchange - -------------------------------------------------------------------------------- We have made an offer to eligible employees to exchange certain outstanding options to purchase Trenwick common shares upon the terms and subject to the conditions set forth in the Offer to Exchange, dated May 16, 2002, as amended. During the trading session on June 3, the Nasdaq Composite Index reached a low of 1561.17, representing a decline in an amount in excess of 10% measured from a level reached during the trading session on May 17, 2002. This decline triggered condition (c)(8) to the offer set forth under the heading "The Offer: 7. Conditions of the Offer" in the Offer to Exchange. We hereby waive condition (c)(8) to the offer set forth under the heading "The Offer: 7. Conditions of the Offer" in the Offer to Exchange with respect to any decline in the Nasdaq Composite Index between the close of business on May 16, 2002 and June 14, 2002. In addition, we have amended the Offer to Exchange to change condition (c)(8) to the offer set forth under the heading "The Offer: 7. Conditions of the Offer" in the Offer to Exchange by deleting the term "10%" and replacing it with "20%". Therefore, with respect to the Dow Jones Industrial Average and the Standard and Poor's Index of 500 Companies, condition (c)(8) to the offer is triggered upon a decline of these indexes by an amount in excess of 20%. Lastly, we previously amended the Offer to Exchange to delete condition (b)(3) under the heading "The Offer: 7. Conditions of the Offer" in the Offer to Exchange. Condition (b)(3) permitted us to terminate the offer if a legal action or law materially impaired the benefits we hope to receive as a result of the offer. Also, the previous amendment to the Offer to Exchange revised condition (c)(5) under the heading "The Offer: 7. Conditions of the Offer" by deleting the word "significant" and replacing it with "25%". This amendment had the effect of quantifying the percentage decline in the price of Trenwick common shares before we would have the right to terminate the offer. No further waivers of or amendments to any of the conditions contained in the Offer to Exchange are anticipated at this time. Accordingly, if you are electing to participate in the stock option exchange program, your properly completed election must be received by us NO LATER THAN 11:59 P.M., Eastern time (U.S.), on Friday, June 14, 2002. Remember, once the offer expires, there will not be any other opportunity to submit an acceptance in connection with the stock option exchange program. Should you have any questions regarding the stock option exchange program, including this notice, please refer to the package of materials you received or contact the following person: John V. Del Col Trenwick Group Ltd. c/o Trenwick Services Inc. One Canterbury Green Stamford, Connecticut 06901 Telephone: 203 353-5500 Facsimile: 203 353-5550 -----END PRIVACY-ENHANCED MESSAGE-----